Last updated: 25 March 2025

For purposes of these Verifone Minimum Terms only, the following terms shall have the following meanings:

(A) "Applicable Law" means all international, federal, state, provincial, and local laws, rules, regulations, directives, and governmental requirements applicable to the Verifone Products, the provision of the Services, or performance of Verifone's obligations under these Verifone Minimum Terms.

(B) "Verifone Documentation" means documentation regarding the Verifone Products or the Verifone Software provided by Verifone at any time.

(C) "End User(s)" means the direct and indirect individual or enterprise customers of Stripe's products or services, including the Verifone Products.

(D) “End User Affiliate(s)” means End User’s subsidiaries, owners, officers, directors, employees, partners, subcontractors, agents, or representatives.

(E) "Intellectual Property Rights" means all worldwide patent rights, design rights, copyrights, mask work rights, database rights, trademarks, trade secrets, know-how and all other intellectual property or industrial property rights (whether statutory, common law or otherwise), including any registrations, applications, renewals, and extensions thereof and all rights to sue for infringement or misappropriation thereof, whether now existing or acquired in the future.

(F) "Verifone Products" means the Verifone-branded equipment, software and/or accessories.

(G) "Verifone Software" means software contained in any or all of the Verifone Products.

(H) "Services" means any and all warranty services, repair services, extended warranty services, services relating to Stripe's purchase of the Verifone Products from Verifone; the manufacture, supply and other services provided by Verifone under Stripe's agreement with Verifone (including deployment services and maintenance and additional support services); and any other services not specifically described in such agreement but that are an inherent, necessary, or customary part of such services or are required for proper performance or provision of such services.

(I) "Verifone" means VeriFone, Inc.

1. The End User agrees that Verifone is not contracting with it to supply it with any technology or services, as Verifone is supplying the Verifone Products to, and performing Services for Stripe who in turn is making the Verifone Products available to the End Users as part of Stripe’s services.
2. The End User shall ensure that only competent trained employees (or persons under their supervision) are allowed to operate or use the Verifone Products and that adequate security measurements are put in place to ensure that no unauthorised third party can have access to or use of the Verifone Products in general.
3. The End User shall not incorporate into or with other software or create a derivative work of any part of the Verifone Products other than that which has been supplied by or approved in writing by Verifone or Stripe.
4. The End User shall only use the Verifone Products for the purpose for which they are provided and in accordance with all relevant Verifone Documentation.
5. The End User shall not use the Verifone Products (i) to violate, or (ii) in connection with any application that violates any Applicable Law, including with regard to the collection, storage, or transmission of data in violation of any Applicable Law.
6. The End User shall not reverse engineer, decompile, disassemble, translate, modify, alter, create any derivative works based upon, or change the Verifone Products or any part thereof (including Device Software), or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Verifone Products or any part thereof, without the prior express written consent of Verifone (except as and only to the extent any of the foregoing restriction(s) is prohibited by Applicable Law).
7. The End User shall not remove, modify or otherwise tamper with trademarks, notices or legends on the Verifone Products without the prior express written consent of Verifone.
8. The End User shall package the Verifone Products appropriately and sufficiently when sending them by post/courier, and is solely responsible for any damage caused to the Verifone Products in transit as a result of any insufficient packaging.
9. The End User agrees that nothing in these Verifone Pass-Through Terms assigns any Intellectual Property Rights to the Verifone Products to the End User.
10. The End User shall protect Confidential Information in a manner no less protective than the standards set forth below:
    • (a) Definition. All technical information, know-how, data, documentation, drawings, samples, designs, specifications, engineering details and other proprietary information (including information pertaining to the Verifone Products and data of a financial, commercial, or technical nature) that is supplied or otherwise made available by one party to the other party or its affiliates, whether in oral, written, graphic or electronic form, constitutes "Confidential Information" hereunder. Any proprietary materials of Verifone are and shall remain the Confidential Information of Verifone.
    • (b) Duty of confidence. Any party (the "Receiving Party") receiving Confidential Information of Verifone (the "Disclosing Party") shall (a) disclose the Disclosing Party's Confidential Information to only those directors, officers and employees of the Receiving Party whose duties justify their need to know such information and who there are bound by obligations to maintain the confidentiality, proprietary and/or trade secret status of such Confidential Information in a manner consistent with these Verifone Minimum Terms; and (b) use Confidential Information only for the purposes set forth in these Verifone Minimum Terms and not for any purpose detrimental to the Disclosing Party. In any event, the Receiving Party shall treat all Confidential Information of the Disclosing Party as strictly confidential and shall use the same care to prevent disclosure of such information as the Receiving Party uses with respect to its own Confidential Information, which shall not be less than the care a reasonable person would use under similar circumstances. The Receiving Party shall not copy any Confidential Information of the Disclosing Party without the express prior written consent of the Disclosing Party, and all Confidential Information (and copies thereof) shall be returned promptly to the Disclosing Party upon request. The Receiving Party shall ensure that its directors, officers and employees comply with the provisions of this Section 10, and the Receiving Party shall be liable for any breach of this Section 10 resulting from the act or omission of any of its directors, officers and employees.
    • (c) Exceptions. Notwithstanding the foregoing, information disclosed to the Receiving Party shall not be deemed to be Confidential Information if (i) the Receiving Party establishes that the information was already known to the Receiving Party, without obligation to keep it confidential, at the time of its receipt from the Disclosing Party, as evidenced by documents in the possession of the Receiving Party prepared or received prior to the Disclosing Party's disclosure; (ii) the Receiving Party establishes that the information was received by the Receiving Party in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) the Receiving Party establishes that the information was publicly known at the time of its receipt by the Receiving Party or has become publicly known other than by a breach of these Verifone Minimum Terms or other action by the Receiving Party; or (iv) the Receiving Party establishes that the information is independently developed by or on behalf of the Receiving Party without reference to the Confidential Information disclosed by the Disclosing Party.
    • (d) Authorized disclosures. Notwithstanding anything to the contrary, the Receiving Party may disclose Confidential Information provided by the Disclosing Party: (i) to actual and prospective investors and to its financial, accounting, and legal representatives with a need to know for the purpose of providing professional services to the Receiving Party; (ii) to the extent required by Applicable Law, or by the listing of similar rules of the stock exchange on which the securities of the Receiving Party may be listed (provided that, prior to such disclosure, the Receiving Party, to the extent permitted by law, shall provide written notice of such request to the Disclosing Party to allow the Disclosing Party to seek to redact or otherwise limit the scope of such disclosure); and (c) as required to be disclosed pursuant to any judicial or governmental request, requirement, or order; provided that, to the extent permitted by law, the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient prior notice in order to contest or limit such request, requirement, or order.
11. The End User (i) acknowledges the Verifone Products are subject to export control laws, including without limitation, U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the EU Council Regulation (EC) No 428/2009 (and national legislation implementing this EU regulation), and (ii) must comply with the following: 
    • (a) End User’s Business and Environment. End User acknowledges that neither Verifone nor Stripe assume responsibility for End User’s compliance with any laws, rules, and regulations applicable to the operation of End User’s business or its physical environment as they pertain to End User’s use of the Verifone Products hereunder. End User agrees that it shall be responsible for complying with any such laws, rules, and regulations, including, with respect to the United States, the Fair and Accurate Credit Transactions Act of 2003 (FACTA), as amended (including responsibility for any information printed on receipts), and the Americans with Disabilities Act, and any similar laws, rules, and regulations applicable in a particular territory in which End User receives Verifone Products.
    • (b) Anti-Corruption, Anti-Bribery and Anti-Money Laundering. End User shall ensure that it as well as its End User’s Affiliates comply with all applicable anti-corruption, anti-bribery, and anti-money laundering laws and regulations in connection with End User’s agreement with Stripe (“End User Stripe Agreement”) (including the United States Foreign Corrupt Practices Act and the UK Bribery Act 2010), as may be amended from time to time. Without limiting the generality of the foregoing obligation, End User specifically understands and agrees that it shall not, and shall take commercially reasonable measures to assure that that End User’s Affiliates shall not, make, authorize, offer or promise to make or give any money or any other thing of value, directly or indirectly, to any government official or employee, political party or candidate for political office, or any other person for the purpose of securing any improper or unfair advantage or obtaining or retaining business in connection with the activities contemplated hereunder. Any breach or violation of any provision contained in this Section 11(b) shall be grounds for immediate termination of the End User Stripe Agreement by Stripe. End User represents and warrants that it has not committed and has no information, reason to believe, or knowledge of any of its End User’s Affiliate having committed or intending to commit, any violation of any applicable anti-corruption, anti-bribery, or anti-money laundering laws or any act or omission which could cause Stripe or Verifone to be in violation of the applicable anti-corruption, anti-bribery, or anti-money laundering laws with respect to any activities related to the End User Stripe Agreement or the business of Verifone.
    • (c) Export Control Laws. None of End User, any of its subsidiaries, or any director, officer, employee, agent, or End User Affiliate or any of its subsidiaries is an individual or entity that is, or is owned or controlled by persons that are (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions. End User agrees to comply with applicable export control laws and regulations and Sanctions. End User further agrees that it will not, without any required government authorization, use, export, sell, license, distribute, make available or transfer the Verifone Products directly or indirectly: (i) to any country that is the subject of Sanctions or for which the U.S. otherwise maintains an export embargo; (ii) to any individual or entity that is the subject of Sanctions, including any individual listed on an applicable government restricted party list including, without limitation, the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Entity List, Unverified List, or Denied Persons Lists, and the U.S. State Department’s Nonproliferation Sanctions list, as such lists may be updated from time to time; or (iii) for any use in nuclear activities, chemical or biological weapons or missiles, unmanned aerial vehicles, rocket systems, or any terrorist activities.
12. The End User is responsible for separately procuring all information technology infrastructure necessary to access and use the Verifone Products and Verifone (“End User’s IT Environment”). Furthermore, as between End User and Verifone, End User is responsible for the security and integrity of End User’s IT Environment, including, to the extent applicable to the End User,: (i) obtaining necessary PCI DSS certifications, (ii) on-going compliance with applicable PCI DSS rules, including as reflected in the Visa Cardholder Information Security Program (“CISP”), the MasterCard Site Data Protection Program (“SDP”), American Express Data Security Operating Policy (“DSOP”) and Discover Network’s Information and Security Compliance (“DISC”), and (iii) maintaining the security of all data, including cardholder data and other personal data of its customers while processed, stored, or transmitted via End User’s IT Environment or while otherwise in such End User’s possession or control. The End User acknowledges and agrees that Verifone assumes no responsibility for, and shall have no liability for, End User’s IT Environment or the practices outlined in the prior sentence.
13. Notwithstanding anything to the contrary contained in the End User Stripe Agreement: (a) Verifone’s aggregate liability to End User in connection with the Verifone Products, regardless of the form of action giving rise to such liability (whether in contract, tort or otherwise) shall not exceed the fees paid by End User for the Verifone Products during the immediately preceding twelve (12) months, in the aggregate for all claims made during such twelve (12) month period; and (b) Verifone shall have no liability to the End User for any exemplary, special, indirect, consequential or incidental damages of any kind (including without limitation lost profits), even if advised of the possibility of such damages, provided, however the foregoing limitations in subclause (a) of this paragraph shall not apply to liability for death, personal injury of a physical nature or damage to tangible property caused by Verifone’s gross negligence, willful misconduct or fraud. 
14. EXCEPT WITH RESPECT TO THE WARRANTY PROVIDED BY VERIFONE TO STRIPE WITH RESPECT TO THE VERIFONE PRODUCTS OR ANY WARRANTY PROVIDED BY STRIPE TO ITS END USERS, ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY DISCLAIMED. STRIPE DOES NOT WARRANT THAT ANY VERIFONE PRODUCT WILL MEET THE REQUIREMENTS OF END USER. THE END USER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES DOES STRIPE REPRESENT OR WARRANT THAT ALL PROGRAM ERRORS IN ANY SOFTWARE CAN BE REMEDIED. NOTHING HEREIN OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY, GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW.