The Stripe Terminal Reseller Terms (“Reseller Terms”) supplement the Stripe Terminal Purchase Terms, and apply to the resale of the Stripe Terminal Products. These Reseller Terms form part of your agreement with Stripe, as described in the Stripe Terminal Purchase Terms, and capitalized terms used but not defined in these Reseller Terms have the meaning given in the Stripe Terminal Purchase Terms. These Reseller Terms describe the terms and conditions that apply in addition to the Stripe Terminal Purchase Terms to your resale and distribution of the Stripe Terminal Products, and you must not resell or distribute, or permit any party to resell or distribute, a Stripe Terminal Product otherwise than in accordance with these Reseller Terms.
1. Appointment as Reseller
Subject to the terms and conditions of these Reseller Terms, we appoint you and you agree to be appointed as an authorized, non-exclusive reseller and distributor of the Stripe Terminal Products. Pursuant to these Reseller Terms you may market, resell, and distribute the Stripe Terminal Products in your name and on your behalf, provided that your resale, marketing and distribution of Stripe Terminal Products must be solely for the purposes of encouraging and enabling use of the Stripe Terminal Services with the Stripe Terminal Products. You do not have any exclusive rights under these Reseller Terms.
Your distribution of Stripe Terminal Products may not be via a rental or lease arrangement, unless we provide our prior written consent. You may not resell, market or distribute the Stripe Terminal Products or any part of the Stripe Terminal Products outside of the countries where Stripe provides support for Stripe Terminal, and you must not ship Stripe Terminal Products to an address located in a country other than the country to which Stripe initially shipped those products except that you may ship a Stripe Terminal Product that was shipped to the European Economic Area or Switzerland to another country in the European Economic Area or Switzerland.
2. End Users
In these Reseller Terms, an “End User” is a person or entity that uses a Stripe Terminal Product that you sell or distribute, and the direct and indirect individual or enterprise customers of Stripe Terminal Products. You must ensure that End Users: (a) agree to the Stripe Terminal Purchase Terms and Stripe Terminal Services Terms, as applicable; and (b) use Stripe Terminal Products only within the country to which Stripe initially shipped those products except that an End User may use a Stripe Terminal Product that was shipped to the European Economic Area or Switzerland in another country in the European Economic Area or Switzerland but only if we support Stripe Terminal in that country (found on https://stripe.com/docs/terminal/fleet/placing-orders or as otherwise communicated to you by Stripe in writing); and (c) without limiting any of your other obligations under these Reseller Terms, if you obtain equipment, software or accessories branded by Verifone under the Stripe Terminal Purchase Terms and shipped to you by or on behalf of Stripe to an address in the United Kingdom or European Economic Area, you agree to comply with the Verifone Minimum Terms. Stripe may allow you to specify End Users to which the Stripe Terminal Products are to be shipped. All such orders will be deemed to be made by you on behalf of the End Users, and Stripe will ship the Stripe Terminal Products directly to the End Users.
3. Your Marketing of Stripe Terminal Products
You may only market the Stripe Terminal Products in compliance with applicable Law, the Stripe Marks Usage Agreement located at https://stripe.com/marks/legal, the Stripe Terminal Purchase Terms, and these Reseller Terms.
4. Your Resale of Stripe Terminal Products
If you resell or distribute the Stripe Terminal Products, you must:
a. comply with all Laws applicable to your resale and distribution of the Stripe Terminal Products (as applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, consumer protection, unfair competition, privacy and data-protection, anti-spam and false advertising, as well as other Laws relevant to the Stripe Terminal Services);
b. maintain working capital and net worth sufficient to carry out your obligations under these Reseller Terms, as determined by Stripe. If we determine that you have not met these standards, we may immediately terminate these Reseller Terms by providing you with written notice;
c. when you ship the Stripe Terminal Products, package the products appropriately and sufficiently to avoid damage caused in transit as a result of insufficient packaging;
d. provide timely and professional support to End Users with regard to the Stripe Terminal Products;
e. promptly notify Stripe if you become aware of a breach of the Stripe Terminal Services Terms by any End User to whom you have resold or distributed any Stripe Terminal Products, and, upon request, cooperate with Stripe to address and resolve the breach;
f. be responsible, as required under applicable Law, for identifying and paying all Taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) for which you are liable with respect to the resale or distribution of any Stripe Terminal Products; and
g. if you are reselling or distributing Stripe Terminal Products branded by Verifone and shipped to you by or on behalf of Stripe to an address in the United Kingdom or European Economic Area, you agree to comply with the Verifone Minimum Terms, including the Additional Verifone Reseller Terms included in the Verifone Minimum Terms.
5. Hardware Warranty and Warranty Claims
The hardware warranty applicable to the Stripe Terminal Products, as described in the Stripe Terminal Purchase Terms is personal to you. You may submit your own warranty claim to Stripe with respect to Stripe Terminal Products that you resell or distribute to your End Users. However, you may not expressly state, or imply in any way, that the End Users receive a warranty directly from Stripe, and if you provide any warranty on the Stripe Terminal Products to your End Users (including any warranty as to quality or workmanship), you must make clear that you do so on your own, and not Stripe’s, behalf.
6. Further Resale and Distribution
You must not resell or distribute, without Stripe’s prior written consent, a Stripe Terminal Product to any person or entity that resells or distributes, or intends to resell or distribute, the Stripe Terminal Product. If Stripe permits you to engage in sub-distribution or sub-resale, you must ensure that the sub-distributor or sub-reseller (as the case may be) complies with these Reseller Terms and the Stripe Terminal Purchase Terms, and you are responsible for any liability incurred by Stripe due to a sub-distributor’s or sub-reseller’s failure to do so. Stripe may direct you to terminate your relationship with a sub-distributor or sub-reseller, in which case you must do so within 30 days after the date of Stripe’s direction.
You must not, and you must not permit, or attempt to permit, any third party to:
a. resell or distribute a Stripe Terminal Product by any means to any person or entity you know or ought reasonably to know intends to use the Stripe Terminal Product for benchmarking or similar testing purposes;
b. resell or distribute a Stripe Terminal Product by any means to any person or entity that engages in or benefits from activities Stripe has identified as a restricted business or activity as listed at https://stripe.com/restricted-businesses;
c. resell or distribute a Stripe Terminal Product to any person or entity that engages or intends to engage in unlawful conduct, or who uses or intends to use the Stripe Terminal Product for personal, family or household purposes or for any non-commercial use. If you resell or distribute the Stripe Terminal Products you must use reasonable efforts to determine how the End Users intend to use the products;
d. attempt to enter into any legally binding obligation on behalf of Stripe with respect to the Stripe Terminal Products;
e. remove or change any copyright, trademark, trade name, logo, or other notice, legend, symbol, or label appearing on or in the Stripe Terminal Products, or otherwise change the packaging of the Stripe Terminal Products or the labeling of the Stripe Terminal Products or their packages, unless Stripe preapproves that removal or change in writing; but, you may include your own trademarks, trade names, and service marks on or in the Stripe Terminal Products in addition to any existing trademarks, trade names, and service marks;
f. use Terminal Device Software provided with Stripe Terminal Products except for use by you as incorporated into and installed on the Stripe Terminal Products as provided to you by Stripe and only in accordance with the Documentation; or
g. disclose to third parties Terminal Device Software except in accordance with these Reseller Terms and the Terminal Device EULA.
8. Purchase Money Security Interest
Where applicable Law recognizes purchase money security interests (or a like concept), you grant to Stripe, and Stripe reserves, a purchase money security interest in (and for Stripe Terminal Products shipped to Quebec, a hypothec on) all Stripe Terminal Products sold to you in order to secure payment of all amounts payable to Stripe under these Reseller Terms and the Stripe Terminal Purchase Terms. Stripe may file a copy of these Reseller Terms with any appropriate authorities to perfect Stripe’s security interest.
9. Reseller Pricing
You may set your own resale prices for the Stripe Terminal Products, and we will not dictate your pricing decisions. If you believe that we have inhibited your pricing discretion, please let us know.
10. Records and Reports
You must keep complete, clear, and accurate records of your resale, marketing and distribution of Stripe Terminal Products, and the identity and address of each person to whom you resell or distribute the Stripe Terminal Products. You will allow Stripe or persons we designate to inspect these records to confirm your compliance with your obligations under these Reseller Terms. Stripe may require you to provide a periodic (e.g. monthly) report on the Stripe Terminal Products that you have resold and distributed, which will include the information specified by Stripe. Stripe may also require you to periodically report your inventory of Stripe Terminal Products, and your plans for the marketing and future resale and distribution of the Stripe Terminal Products.
Either party may terminate these Reseller Terms by written notice if the other party breaches any provision of these Reseller Terms and such breach is not cured within 30 days after receipt of written notice of such breach stating the terminating Party’s intent to terminate. Either party may terminate these Reseller Terms for any or no reason upon 60 days’ prior written notice to the other party. Stripe may terminate these Reseller Terms immediately upon written notice for your breach of any of the provisions of Sections 4(a), 4(b), 4(e), 4(f), 6, 7 or 14, or if you are subject to a significant fraud or credit risk event, become insolvent or fail to pay your obligations as they arise. These Reseller Terms terminate automatically if your Stripe Terminal Purchase Terms are terminated. Upon termination, the rights and licenses granted to you under these Reseller Terms will immediately terminate. You must immediately stop holding yourself out as a reseller or distributor of the Stripe Terminal Products. You must submit to Stripe a list of all units of the Stripe Terminal Products owned by you as of the effective date of termination or expiration, and Stripe may, at its sole option, elect to purchase any or all of those identified units for a price agreed upon by the parties (but in no event greater than the respective prices paid by you for such Stripe Terminal Products). If Stripe chooses not to exercise its rights to repurchase your inventory, you will have 60 days from the effective date of termination to resell or distribute your inventory of Stripe Terminal Products. Following such period, you must return to Stripe or destroy, as directed by Stripe, all units of Stripe Terminal Products remaining in your inventory and will promptly certify the destruction in writing to Stripe.
You must maintain commercial general liability insurance covering claims for bodily injury, property damage, and personal injury. This insurance must have limits of no less than the equivalent of one million US dollars per occurrence. You must provide Stripe with a certificate of insurance evidencing coverage outlined upon request. This insurance is to be placed with insurers with a Best’s rating of no less than A-VII. Satisfaction of the requirements for carrying the foregoing insurance does not release or diminish your indemnification obligations or liability under these Reseller Terms or under the Stripe Terminal Purchase Terms.
13. Status of the Parties
You represent and warrant that (a) you are engaged in an independent business and will perform your obligations under these Reseller Terms as an independent contractor and not as an agent or employee of or a joint venturer with Stripe; (b) your agents and employees are not agents or employees of Stripe; and (c) you have and retain, except as set forth in these Reseller Terms, the right to exercise full control with respect to the means of your performance under these Reseller Terms and have and retain full control over the employment, direction, compensation, and discharge of all agents and employees assisting in such performance.
14. Government Requirements
a. Governmental Consent: You represent, warrant and agree that you have obtained all governmental consents, approvals and authorizations necessary to enable you to resell and distribute the Stripe Terminal Products in accordance with applicable Law.
b. Anti-Bribery and Corruption: You must: (i) not violate applicable anti-bribery, anti-money laundering, and anti-corruption laws, and specifically will not offer, promise, give, request, agree to receive, or accept anything of value or any benefit in kind made with the intent to induce improper performance (or take any such actions knowing or believing that the action itself would constitute improper performance); (ii) demonstrate, upon Stripe’s request, that you have implemented reasonable controls to prevent your employees, contractors and business associates from engaging in bribery or corruption, including controls around activity that may involve government officials; and (iii) promptly report in writing to Stripe if you become aware of any violations of the above.
c. Government Sales: All transactions with a government entity with respect to the Stripe Terminal Products will be subject to Stripe’s prior written approval.