Last updated: November 6, 2022
The following User Terms and Conditions (the “Terms”) set forth the terms and conditions governing User's right to participate in the Program through Stripe in the applicable jurisdiction in the Territory. These Terms may be modified by Apple or Stripe (at the written direction of Apple) from time to time by providing written notice of such modifications to User.
1. User Responsibilities.
1.1. As between User and Apple, User will be responsible for (a) the management or oversight of Participating Merchants, (b) the on-going management and operation of their Platform Accounts, including whether any Platform Account should be suspended or deactivated at any time, and (c) providing User Services contemplated under these Terms to Participating Merchants in connection with their Platform Accounts; provided that in all cases, subject to Section 4 (Non-Discrimination), such activities will be in accordance with the Specifications, as provided to User from time to time. User's programs and processes will be designed so as not to prevent compliance by Participating Merchants with the Apple Acceptance Platform Terms. User will cooperate with Apple in good faith to the extent necessary for Apple to effectively enforce the Apple Acceptance Platform Terms. Notwithstanding the foregoing, Apple will have sole responsibility for the development, operation and maintenance of the Apple Acceptance Platform. User agrees that, to participate in the Program, a Person (and their device) must be in compliance with all relevant technical specifications and applicable terms and conditions agreed with each of Stripe and Apple and, to that end, Apple will have sole discretion to (A) determine a Person’s (and their device’s) eligibility to participate in the Program, and (B) suspend or terminate a Participating Merchant’s participation in the Program in the event such Participating Merchant (or their device) fails to meet the eligibility requirements or comply with Apple’s applicable terms and conditions for such participation, as determined by Apple. User further agrees that Apple will require all Participating Merchants to agree to the Apple Acceptance Platform Terms prior to, and as a condition of, using the Apple Acceptance Platform. In connection with Apple’s exercise of any rights to suspend or terminate a Person’s participation in the Program under these Terms, Apple will be entitled to request that Stripe suspend processing of Transactions for the Participating Merchant or other services Stripe may perform for the Program. User acknowledges that Apple’s agreements with Stripe and Payment Networks obligate such parties to comply with such requests from Apple.
As between User and Apple, User will have sole responsibility for determining what (if any) fees to charge Participating Merchants for their access to, or participation in, the Program or conducting Transactions; provided, however, that under no circumstances will User use the term ‘Apple’ or any other Apple Mark in any way (e.g., stand alone or as part of an Apple Product name, within a URL, etc.) on any invoice that it provides to a Participating Merchant.
3. User Responsibilities.
3.1. Subject to Section 5 (Compliance with Functionality), as between User and Apple, User will be solely responsible for the establishment and management of its relationship with Participating Merchants (whether directly or indirectly), including, but not limited to: (a) providing all User Services to Participating Merchants in connection with the Program;
(b) complying with, and using commercially reasonable efforts to ensure that all Participating Merchants comply with, all Payment Network rules and mandates applicable to the Program;
(c) obtaining all authorizations and consents necessary to allow User, whether directly or via Stripe, to collect and provide Apple all information related to Participating Merchants that is necessary for Apple to test, provide, and maintain the Program, and otherwise perform its obligations under the Terms; and
(d) ensuring that nothing contemplated under these Terms will result in a breach by a Participating Merchant of its Platform Agreement, including that User will amend its Platform Agreements (as applicable) if required to ensure there is no such breach.
provided that in all cases, subject to Section 4 (Non-Discrimination), such activities will be in accordance with the Specifications, as provided to User from time to time.
3.2. User will ensure the Apple Acceptance Platform is made available as a payment acceptance for all Participating Merchants that have agreed to and continue to comply with the Platform Agreement, the Apple Acceptance Platform Terms and the Stripe Connected Account Agreement.
3.3. User will use commercially reasonable efforts, which will, under no circumstances, be less than the efforts that User uses to promote any other available payment acceptance methods, to promote and encourage all existing and prospective User customers to participate in the Program.
4.1. User will not: (a) process or decline Transactions (and related Adjustments, Chargebacks or Merchandise Returns);
(b) establish transaction, authentication or other limits applicable to Participating Merchants; or
(c) activate, suspend or cancel Platform Accounts;
in a manner that discriminates against Transactions or Platform Accounts on the basis of their use with the Program or against Participating Merchants on the basis of their participation in the Program. STRIPE CONFIDENTIAL INFORMATION 3
4.2. User will provide customer service for the Participating Merchants’ use of the Apple Acceptance Platform and the activities of User in connection with the Apple Acceptance Platform on parity with the level of customer service it provides for Competing Platforms. Notwithstanding the foregoing, any technical capabilities or functionality inherent in Competing Platforms and not in the Apple Acceptance Platform that justify differences in customer service provided for Apple Acceptance Platform related inquiries will not be deemed a violation of this Section 4.2.
4.3. User's support availability, system availability, and up-time service availability for User Services provided in accordance with Section 3.1(a) will be no lower than comparable availability for other related services offered by User.
5. Compliance with Functionality.
Apple will determine the required Program-related features and functionality. User will support the Program-related features and functionality as required by Apple and further set forth in the Specifications, and User will ensure that the systems and processes it uses to fulfill its obligations under these Terms comply with the Specifications. Without waiving the foregoing obligations of User, User will provide Apple with written notice thirty (30) days prior to implementing changes to its systems, procedures, processes, and/or functionality, where any such changes could result in changes to, or otherwise impact: (w) the Apple Acceptance Platform; (x) the manner in which Transactions are conducted using the Apple Acceptance Platform; or (y) User's compliance with the Specifications. The Parties will work in good faith to address any bona fide concerns of Apple with regard to such proposed changes.
6. Marketing and Branding.
6.1. User Trademark Licenses.
(a) Grant of License to Use User Marks. User (on behalf of itself and each of its Affiliates) hereby grants Apple, its Affiliates and Apple Service Providers, during the Term, a non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up, worldwide right and license to use, reproduce, have reproduced, display, and have displayed any of the User Marks as follows (i) in connection with the use and display of the Apple Acceptance Platform in Apple Products, including the right to embed and display any of the User Marks within such Apple Products; (ii) in the marketing, advertising, and promotion of the Apple Acceptance Platform in any medium including use in instructional materials, training materials, marketing materials, and advertising in any medium; and (iii) in a publicly disclosed list of the acquirers, payment service providers or other participants that have entered into an agreement with Apple for the use of the Apple Acceptance Platform in the applicable jurisdiction in the Territory. Apple’s use of the User Marks will be pursuant to, and in accordance with these Terms, unless otherwise agreed in writing by the Parties.
(b) Ownership of User Marks. Apple acknowledges that: (i) the User Marks, all rights therein, and all goodwill associated therewith, are, and will remain, the exclusive property of User or one or more of its Affiliates; (ii) it will take no action which can reasonably be expected to adversely affect User's or any of its Affiliates’ exclusive ownership of the User Marks or the goodwill associated with the User Marks; (iii) it will not seek to register any User Mark, any colorable imitation thereof, or any Mark confusingly similar thereto; and (iv) any and all goodwill arising from use of the User Marks pursuant to these Terms will inure solely to the benefit of User and its Affiliates. Nothing in these Terms will give Apple any proprietary interest in or to any of the User Marks, except the limited right to use the User Marks in accordance with these Terms, and Apple will not contest, cause any other Person to contest, or assist any other Person in contesting User's or any User Affiliate’s title in and to any of the User Marks. In addition, nothing in these Terms will limit Apple’s rights to freely market its own products and services, and Apple will have no obligation to display or use any of the User Marks, commercial designations or slogans on or in connection with any Apple products or services or any Apple marketing, advertising or promotional materials for any Apple products or services.
6.2. Apple Trademark Licenses.
(a) Grant of License to Use Apple Mark. Apple (on behalf of itself and each of its Affiliates) hereby grants User, its Affiliates and User Service Providers, during the Term, a non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up, worldwide right and license to use, reproduce, have reproduced, display, and have displayed any of the Apple Marks solely for the purposes of announcing and promoting User's participation in the Program, subject in all cases to Apple’s prior written consent. User's use of the Apple Marks will be in compliance with the Apple Brand Guidelines, unless otherwise agreed between the Parties. For the avoidance of doubt, in the event User wishes to use any of the Apple Marks in any paid advertising, User must first obtain Apple’s written consent for such advertising.
(b) Ownership of the Apple Marks. User acknowledges that: (i) the Apple Marks, all rights therein, and all goodwill associated therewith, are, and will remain, the exclusive property of Apple or one or more of its Affiliates; (ii) it will take no action which can reasonably be expected to adversely affect Apple’s or any of its Affiliates’ exclusive ownership of the Apple Marks or the goodwill associated with the Apple Marks; (iii) it will not seek to register any Apple Mark, any colorable imitation thereof, or any Mark confusingly similar thereto; and (iv) any and all goodwill arising from use of the Apple Marks pursuant to these Terms will inure solely to the benefit of Apple and its Affiliates. Nothing in these Terms will give User any proprietary interest in or to any of the Apple Marks, except the limited right to use the Apple Licensed Marks in accordance with these Terms, and User will not contest, cause any other Person to contest, or assist any other Person in contesting Apple’s or any Apple Affiliate’s title in and to any of the Apple Marks. In addition, nothing in these Terms will limit User's rights to freely market its own products and services, and User will have no obligation to display or use any Apple Marks, commercial designations or slogans on or in connection with any User products or services or any User marketing, advertising or promotional materials for any User products or services.
6.3. Subject to terms as specified in Section 14 (Suspension and Termination) of these Terms, upon the expiration or termination of these Terms for any reason, each Party will promptly cease all use of the other Party’s Marks as expressly authorized in this Section 6 (Marketing and Branding) and will take prompt action to remove any reference to such Marks from both print and electronic media for marketing and promotional purposes.
6.4. In connection with the launch of User's participation in the Program, Apple may issue a press release announcing User's participation in the Program. Except as otherwise set forth in the preceding sentence, neither Party may issue a press release regarding User's participation in the Program without the other Party’s prior written consent. User will give Apple prior written notice of any material communications to existing or prospective Participating Merchants regarding major support issues for Apple Acceptance Platform or new Apple Acceptance Platform features.
6.5. Except as reasonably required by Applicable Law, User will not disclose Apple Metrics without Apple’s prior written consent.
7. Customer Service.
7.1. provide training materials and support to Participating Merchants in connection with the User Services, setting up the Apple Acceptance platform in any softPOS Mobile App developed by User, conducting Transactions using any softPOS Mobile App, and any activities of User in connection with the Apple Acceptance Platform;
7.2. incorporate tools into User's standard servicing process to enable its staff to respond to queries regarding the Apple Acceptance Platform and offer the applicable support described in Section 7.1; and
7.3. maintain appropriately trained staff to provide customer service for Participating Merchants’ use of the Apple Acceptance Platform, which will under no circumstances disadvantage the Apple Acceptance Platform relative to Competing Platforms. Notwithstanding the foregoing, any technical capabilities or functionality inherent in Competing Platforms and not in the Apple Acceptance Platform that justify differences in customer service provided for Apple Acceptance Platform related inquiries will not be deemed a violation of this Section 7.3.
8. Program Change, Suspension, Discontinuation.
Apple reserves the right to change, discontinue or suspend (for any period of time) any or all functionality, user interface or any other aspect of the Apple Acceptance Platform (whether software, hardware, or any part of the Apple Acceptance Platform service) at any time in such jurisdiction in the Territory. Apple will inform User as soon as commercially practicable of its intent to suspend or discontinue Transaction usage and communicate in good faith to User about the potential duration of such suspension or discontinuance and the contemplated date (if any) of those aspects of the Apple Acceptance Platform resuming prior to taking any such action.
9. Data, Confidentiality.
9.1. User Data. User will authorize Stripe and their Payment Networks to provide User Data to Apple in accordance with the applicable specifications to be provided to User by Apple, Stripe or the applicable Payment Network.
9.3. Obligations. Each Party will protect the other Party’s Confidential Information obtained pursuant to these Terms from unauthorized dissemination and use with the same degree of care that such Party uses to protect its own like information. Except as expressly set forth herein, neither Party will use the other Party’s Confidential Information for purposes other than those necessary to directly further the purposes of these Terms. Except as expressly permitted under these Terms, neither Party will disclose to third parties the other Party’s Confidential Information without the prior consent of the other Party. The receiving Party will limit its internal distribution of any Confidential Information of the disclosing Party to its and its Affiliates’ employees and agents, including its attorneys, financial advisors, and consultants, who have a need to know and who are subject to a written confidentiality agreement or professional obligation of confidentiality that protects such Confidential Information to at least the same extent as these Terms. The Parties may disclose Confidential Information if required by law as part of a judicial or regulatory proceeding so long as the Party required to disclose takes all reasonable steps available to obtain protective treatment and, if permitted by Applicable Laws, notifies the other Party prior to disclosure in sufficient time to enable such Party to seek protective treatment. All information provided hereunder is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
9.4. Apple Acceptance Feedback. Notwithstanding anything to the contrary in these Terms, to the extent that User provides or has provided any ideas, requests, feedback, reports, suggestions, or recommendations to Apple in writing regarding Apple’s Confidential Information, the Apple Acceptance Platform, or the Program (collectively “Apple Acceptance Feedback”), User hereby grants to Apple an exclusive (including with respect to User), fully paid-up, perpetual, irrevocable, worldwide license to Exploit such Apple Acceptance Feedback in connection with Apple’s products and services. Providing this Apple Acceptance Feedback has been and is voluntary.
10. Intellectual Property Rights.
10.1. User and its Affiliates own all of their respective rights in User Technology conceived, reduced to practice, authored, or otherwise discovered, created or developed separately and independently of Apple and Apple’s Affiliates. Apple and its Affiliates own all of their respective rights in Apple Technology conceived, reduced to practice, authored, or otherwise discovered, created or developed separately and independently of User and User's Affiliates.
10.2. Except as expressly granted under these Terms, or otherwise agreed in writing by the Parties, no other rights or licenses to Exploit (in whole or in part), in any manner, form or media, any of the Technology or Intellectual Property Rights of the other Party are granted. For the avoidance of doubt, this is not a “work made for hire” agreement, as that term is defined in the United States Copyright Act, 17 U.S.C. § 101 or any similar legislation in the applicable jurisdiction in the Territory, nor will it be considered as equivalent to a work made for hire under any similar provision elsewhere in the world. Nothing contained in these Terms will be construed as constituting a transfer or an assignment to a Party by the other Party of any of the Technology or Intellectual Property Rights of such other Party or any of its Affiliates. Each Party’s Technology and Intellectual Property Rights are being licensed hereunder, not sold. Each Party and its Affiliates and Service Providers, as applicable, must reproduce the copyright and all other proprietary notices displayed on the other Party’s Technology on all copies of such materials.
10.3. User will not assert any claim for infringement, misappropriation or violation of any Intellectual Property Rights against Apple, any Apple Affiliates, any Apple Service Providers or any Persons participating on the Apple Acceptance Platform with respect to the Apple Acceptance Platform (including the operation of the Apple Acceptance Platform and the conducting of Transactions).
11. Compliance with Applicable Law.
Each Party will comply with all Applicable Laws related to the performance of its obligations under these Terms. As part of its compliance obligations, User will be responsible for adherence to Applicable Law relating to User's and its Participating Merchants’ use of the Apple Acceptance Platform, and use, management, suspension and termination of, and provision of User Services in connection with, Participating Merchants’ use of the Apple Acceptance Platform. Subject to User's indemnification obligations under Section 16 (User Indemnification), neither Party will be responsible for any fees, fines, penalties, or other assessments by any Governmental Authority against the other Party.
12. Representations and Warranties.
12.1. User represents and warrants that as at the Effective Date:
(a) It: (i) is duly incorporated, duly qualified, registered and in good standing under the laws of each applicable jurisdiction in the Territory where the conduct of its businesses requires such qualification or registration; (ii) has the requisite power and authority and the legal right to conduct its businesses as now conducted and hereafter contemplated to be conducted, enter into these Terms and grant the licenses granted herein; and (iii) is in compliance with its articles of association, charter and/or other organizational documents.
(b) No legal proceeding or regulatory action is pending or, to its knowledge, threatened against it that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms.
(c) Except as would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms: (i) it is in compliance with all Applicable Laws; and (ii) it is not subject to any order or ruling that restricts in any respect its ability to perform its obligations under these Terms.
(d) It has all licenses, permits and authorizations required by Applicable Law or any Governmental Authorities having jurisdiction over it and is in good standing (i) in each jurisdiction in which the conduct of its business requires it to so qualify or be licensed, and (ii) with each Governmental Authority having jurisdiction over it, including, but not limited to, maintaining all licenses, permits and authorizations required to establish and manage Platform Accounts, provide User Services in relation to Platform Accounts, and perform its obligations under these Terms.
The initial term of these Terms will begin on the Effective Date and terminate at 11:59 p.m. Pacific Standard Time on the third (3) anniversary of the Effective Date (the “Initial Term”), unless terminated earlier as provided herein. The Initial Term will be automatically extended for additional one-year periods (each, a “Renewal Term”) unless a Party notifies the other Party in writing of its intent not to extend no later than six (6) months prior to the expiration date of the then-current Term. The Initial Term, together with any Renewal Term, are collectively referred to in this Agreement as the “Term.”
14. Suspension and Termination.
14.1. Prior to the end of the Term:
(a) User's participation in the Program may be suspended or terminated by mutual written consent of User and Stripe;
(b) User's participation in the Program will automatically be suspended or terminated effective upon the suspension or termination of the Apple Acceptance Stripe Agreement;
(c) User's participation in the Program may be suspended or terminated by Apple or Stripe immediately upon written notice to User, in the event of User's material breach of these Terms that is inherently incurable (as determined by Apple in its sole discretion), or not otherwise cured within thirty (30) days of User receiving notice of such breach; and
(d) Apple or Stripe (upon Apple’s request) may suspend User's participation in the Program immediately upon giving written notice to User in the event of (i) a material User Security Breach that threatens to, or has had, a significant adverse effect on the Program or the Apple Acceptance Platform, or (ii) as otherwise deemed necessary and appropriate by Apple.
14.2. User acknowledges that Apple may direct Stripe or the applicable Payment Network(s) (with notice to Stripe) to suspend or terminate User's participation in the Program (whether in whole or in part) and that Stripe or such Payment Networks will follow Apple’s instructions and will play no role in adjudicating any disputes between Apple and User related to any such instructions by Apple.
14.3. Upon receiving written notification from Apple that User has failed to obtain certification from Apple for participation in the Program and Apple will not be admitting User into the Program, Stripe may terminate these Terms immediately by giving written notice to Apple. In addition, any authorization to use Apple trademarks granted under Section 6.2 will terminate immediately.
15. Apple Acceptance Stripe Agreement.
15.1. User acknowledges and agrees that its participation in the Program is contingent upon Apple having entered into a binding agreement with Stripe that provides the terms under which User and Participating Merchants may participate in the Program (the “Apple Acceptance Stripe Agreement”), and Stripe fulfilling its obligations under such Apple Acceptance Stripe Agreement (including, for example, complying with the Specifications, successfully completing any required Certification Testing, etc.).
15.2. Except as otherwise agreed in writing by Apple, these Terms will automatically terminate, and User and its Participating Merchants will cease to participate in the Program, in the event that: (i) the applicable Apple Acceptance Stripe Agreement is terminated. During any suspension of the Apple Acceptance Stripe Agreement, User's and its Participating Merchants’ participation in the Program will be suspended under these Terms.
15.3. If User is permitted, under the terms of its agreements with Stripe, and wishes to transition its Participating Merchants and their Platform Accounts to any Participating PSP (a “Successor PSP”), User agrees to provide Stripe and Apple with reasonable prior notice, but in no event less than ninety (90) days’ notice prior to any such transition. In the event such Successor PSP enters into a binding agreement with Apple that provides the terms under which User and Participating Merchants may participate in the Program: (i) Stripe, User, Apple and the Successor PSP will use commercially reasonable efforts to establish a mutually acceptable transition plan; and (ii) User agrees to execute any reasonably necessary agreements or amendments to these Terms or take any other reasonably necessary action to transition the Participating Merchants and their Platform Accounts to such Successor PSP, provided that any such necessary agreements or amendments to these Terms will not materially alter the obligations of the Parties under these Terms.
16. User Indemnification.
To the extent permitted by Applicable Law, User agrees to protect, indemnify, defend and hold harmless Apple, its Affiliates, and the shareholders, employees, officers, and directors of each of Apple and its Affiliates, from and against any and all Indemnified Losses suffered or incurred by any of them in connection with any Claim based on or for any of the following: 16.1. any breach by User or a User Affiliate of any contract between User and any Participating Merchant;
16.2. User's or any of its Affiliates’ or Service Providers’ failure to comply with Applicable Laws;
16.3. any Participating Merchant’s failure to comply with Applicable Laws, or Payment Network rules or mandates;
16.4. any amounts paid by User, User's Affiliates, Payment Networks, acquirers, merchants or cardholders for Unauthorized Transactions;
16.5. any advertising, promotions or marketing programs, or similar documents or materials conducted or created by or on behalf of User or any of its Affiliates or Service Providers in connection with the Program;
16.6. use of any Apple Marks by User or any of its Affiliates or Service Providers in a manner not in accordance with these Terms or not otherwise authorized by Apple in writing;
16.7. any actual or alleged infringement or misappropriation of any intellectual property rights of a third party by (i) any of the User Marks or (ii) any use of any of the User Marks, in each case, by Apple or any of its Affiliates or Service Providers in accordance with these Terms or as otherwise authorized by User in writing; or
16.8. the gross negligence, fraud or willful misconduct of User or any of User's Affiliates or Service Providers.
17. No Apple Liability for Unauthorized Transactions.
User acknowledges that it is its responsibility to check that the Apple Acceptance Platform and the Program allow it to evidence that payments and other transactions accepted by the Apple Acceptance Platform have been duly authorized. Apple will not be liable for any Unauthorized Transactions on the Apple Acceptance Platform.
18. Limitation of Liability.
To the maximum extent permitted under Applicable Law, in no event will Apple be liable to User for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.
19. No Warranties.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, APPLE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APPLE PAYMENT PLATFORM OR ANY RELATED PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS, INCLUDING, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, APPLE DOES NOT WARRANT THAT THE USE OF THE APPLE PAYMENT PLATFORM OR ANY RELATED PRODUCTS AND SERVICES WILL BE ERROR FREE OR UNINTERRUPTED.
20. Binding Agreement.
The rights and obligations of User under these Terms will be binding upon and inure to the benefit of User's respective successors, executors and administrators, as the case may be. User may not assign or delegate its rights or obligations under these Terms without Apple’s prior written consent, not to be unreasonably withheld.
21. Governing Law.
These Terms and any non-contractual obligations arising out of or in connection therewith will be governed by, construed, and take effect in accordance with California law, without regard to its choice of law principles. The Convention on Contracts for the International Sale of Goods will not apply to these Terms.
22. Third Party Beneficiary.
User acknowledges and agrees that Apple and its Affiliates are intended third party beneficiaries to these Terms and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto.
23. Entire Agreement.
These Terms, its attachments, and any documents incorporated into these Terms constitute the entire understanding and agreement of the parties, whether written or oral, with respect to the subject matter of these Terms and supersede any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter.
For the purposes of these Terms, the following terms mean the following:
24.1. “Adjustments” means Transactions where the transaction amount is adjusted but not entirely reversed.
24.2. “Affiliate” means any Person that Controls, is Controlled by, or is under common Control with either Party.
24.3. “Apple” means Pismo Servicing LLC.
24.4. “Apple Acceptance Feedback” has the meaning set forth in Section 9.4.
24.5. “Apple Acceptance Platform” means Apple’s softPOS platform that utilizes Apple Technology to enable users to accept payments, conduct transactions and access related services using Apple Products designated by Apple or its Affiliates.
24.6. “Apple Acceptance Platform Terms” mean the terms and conditions, as modified by Apple from time to time, that govern use of the Apple Acceptance Platform in the applicable jurisdiction in the Territory by a Person for the purpose of enabling such Person to conduct Transactions.
24.7. “Apple Acceptance Stripe Agreement” has the meaning set forth in Section 15.1.
24.8. “Apple Brand Guidelines” means the guidelines set forth in Exhibit A.
24.9. “Apple Developer Program License Agreement” means an agreement between Apple and a Person, together with any amendment, addendum or supplement thereto, as required by Apple from time to time, relating to such Person’s development of an iOS software application.
24.10. “Apple Marks” means all Marks, registered or unregistered, directly or indirectly owned by or licensed to Apple and Apple Affiliates anywhere in the world, including without limitation the Marks listed in Exhibit A hereto and https://www.apple.com/legal/intellectual-property/trademark/appletmlist.html.
24.11. “Apple Metrics” means any metrics regarding the usage, performance, and transaction-level information of the Apple Acceptance Platform or the Program in any format or context, including aggregate or segmented data from which the metrics regarding the Apple Acceptance Platform can reasonably be inferred.
24.12. “Apple Product” means any Technology, product or service distributed under an Apple Mark, or used internally by Apple or an Apple Affiliate.
24.13. “Apple Technology” means Technology (and all intellectual property rights therein or thereto) that Apple or any Apple Affiliate owned, conceived, reduced to practice, authored, or otherwise discovered, created or developed prior, on or subsequent to the Effective Date of these Terms, the foregoing occurring separately and independently of User and its Affiliates.
24.14. “Applicable Law” means all laws (including common law), codes, statutes, rules, regulations, published standards, permits, judgments, writs, injunctions or rulings, published regulatory bulletins or orders or decrees of any Governmental Authority, as may be amended and in effect from time to time, related to the subject matter of these Terms and that apply to or are binding upon User and/or Apple (as applicable) in the applicable jurisdiction in the Territory.
24.15. “Card” means any physical, digital or virtual card, account access device or other form factor, or payment device accessing a Card Account.
24.16. “Card Account” means any account in the applicable jurisdiction in the Territory under which a purchase, cash advance, convenience check, peer-to-peer transfer, account funding or balance transfer transaction may be or has been made by or to a Person (or any other Person authorized by such Person).
24.17. “Chargeback” means a Transaction that is subject to reimbursement from a Participating Merchant other than Adjustments or Merchandise Returns.
24.18. “Claim” means any claim (including counterclaim or cross-claim) or other assertion brought or threatened to be brought in a legal proceeding by a third party, or any investigation or any examination by a Governmental Authority of the transactions or business relationships that are the basis of these Terms, where such Claims are not in the ordinary course of business.
24.19. “Competing Platform” means any software that enables the use of a portable contactless payment device to accept payments and conduct transactions.
24.20. “Confidential Information” means: (a) either Party’s product plans and roadmaps; (b) the terms and conditions of these Terms; and (c) any other information disclosed by a Party or its Affiliates to the other Party or its Affiliates in connection with these Terms, or the development of the Parties’ or their respective Affiliates’ respective systems in connection with the activities contemplated by these Terms, and designated by the disclosing Party as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure; provided, however, that “Confidential Information” will not include information that: (v) is now or subsequently becomes generally known or available to the public through no fault or breach on the part of the receiving Party or its Affiliates; (w) the receiving Party can demonstrate to have had rightfully in its possession or the possession of its Affiliates prior to disclosure from the disclosing Party or its Affiliates (that is not precluded from being disclosed as a result of confidentiality obligations owed to a third party); (x) is independently developed by the receiving Party or its Affiliates without use of or reliance in any way on the disclosing Party’s Confidential Information; (y) the receiving Party or its Affiliates rightfully obtain from a third party who has the right to transfer or disclose it to the receiving Party or its Affiliates without any obligation of confidentiality; or (z) is released for publication by the disclosing Party or its Affiliates in writing.
24.21. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies on a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, but not by way of limitation, the direct and indirect ownership of more than 50% of (a) the voting securities or (b) an interest in the assets, profits, or earnings of a Person will be deemed to constitute “control” of the Person.
24.22. “Effective Date” means the date on which these Terms are accepted online or signed offline by User.
24.23. “Enabled Device” means any Apple Product that has been enabled to allow Participating Merchants to accept payments and conduct transactions via the Apple Acceptance Platform.
24.24. “Exploit” means develop, design, make, have made, use, practice, license, sublicense (through multiple tiers), sell, offer to sell, import, export, reproduce, modify, create derivative works of, display, perform, transmit, distribute, make available or accessible, dispose of and otherwise exploit. “Exploited”, “Exploitation” and other variants or variations of the word “Exploit” have correlative meanings.
24.25. “Governmental Authority” means any domestic or foreign, federal, state, provincial, municipal or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality having jurisdiction over a Platform Account, any of the services to be provided hereunder, the Parties, or any of their respective Affiliates.
24.26. “Indemnified Losses” means any and all liabilities, costs, and expenses (including reasonable fees and expenses for attorneys, experts and consultants, reasonable out-of-pocket costs, interest and penalties), settlements, equitable relief, judgments, offsets, or damages (including liquidated, special, consequential, punitive and exemplary damages) based on or resulting from any Claim.
24.27. “Intellectual Property Rights” means the rights in and to all (a) patents and patent applications in any jurisdiction or under any international convention claiming any inventions or discoveries made, developed, conceived, or reduced to practice, including all divisions, divisionals, substitutions, continuations, continuation-in-part, and reissues, re-examinations, renewals and any extensions thereof; (b) copyrights; (c) Confidential Information and other information or data held as proprietary by either Party that qualifies for trade secret protection; (d) semiconductor chip or mask work rights; (e) design patent or industrial design, and (f) any other intellectual or similar proprietary rights now known or hereafter recognized in any jurisdiction.
24.28. “Marks” means all trademarks, service marks, trade dress, trade names, logos, taglines, slogans, product names, any other similar intellectual property rights, registered or unregistered anywhere in the world.
24.29. “Merchandise Return” means a reimbursement of a Transaction under the agreement between Stripe and the Issuer or applicable Payment Network rules.
24.30. “Participating PSP” means a payment service provider, including Stripe, that has entered into an agreement with Apple for the use of the Apple Acceptance Platform in one or more jurisdictions in the Territory by customers of that payment service provider (or such customers’ customers).
24.31. “Platform Account” means an account with User in the applicable jurisdiction in the Territory under which a Person may receive User Services pursuant to such Person’s Platform Agreement.
24.32. “Platform Agreement” means the agreement between User and a Person governing the establishment and management of such Person’s account in the applicable jurisdiction in the Territory under which such Person may receive User Services.
24.33. “Participating Merchant” means a Person that has entered into a Platform Agreement with User (and accepted (1) the Apple Acceptance Platform Terms, and (2) the Stripe Connected Account Agreement), for the purpose of using the Apple Acceptance Platform in the applicable jurisdiction in the Territory to conduct Transactions.
24.34. “Payment Network” means any one or more of Visa, Mastercard, Discover, American Express, or any other similar network permitting businesses and/or consumers to engage in contactless transactions using a Card.
24.35. “Personal Data” means any information relating to identified or identifiable individuals.
24.36. “Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.
24.37. “Program” means the availability of the Apple Acceptance Platform in the applicable jurisdiction in the Territory for use by Stripe, User and Participating Merchants for the purpose of enabling Participating Merchants to conduct Transactions.
24.38. “Stripe” means Stripe, Inc.
24.39. “User" means the Stripe Connect Platform user of the Stripe Terminal Services.
24.40. “User Data” means all information related specifically to a Participating Merchant that is obtained, generated or created by or on behalf of User in connection with Platform Account establishment, processing and maintenance activities, issuing statements to Participating Merchants regarding their Platform Accounts, customer service and collections, and transaction data (e.g., transaction date, Participating Merchant name, amount, industry category, and industry code).
24.41. “User Marks” means all Marks, directly or indirectly owned by or licensed to User and User Affiliates.
24.42. “User Security Breach” means a breach of User's security measures relating to the Apple Acceptance Platform.
24.43. “User Services” mean the services provided by User to Participating Merchants (whether directly or indirectly) to enable such Participating Merchants to conduct Transactions.
24.44. “User Technology” means Technology (and all Intellectual Property Rights therein or thereto) that User or any User Affiliate owned, conceived, reduced to practice, authored, or otherwise discovered, created or developed prior, on or subsequent to the Effective Date of these Terms, the foregoing occurring separately and independently of Apple and its Affiliates.
24.45. “Service Provider” means any subcontractor, independent contractor or third-party service provider that a Party engages or employs to provide services in connection with the Program.
24.46. “softPOS” means software-based point of sale.
24.47. “softPOS Mobile App” means any iOS software application that (i) is developed by a Person that has entered into an Apple Developer Program License Agreement, (ii) is approved by Apple, and (iii) is used by Participating Merchants for the purpose of conducting Transactions.
24.48. “Specifications” means all specifications, documentation, guidelines and requirements associated with the Apple Acceptance Platform, including, but not limited to, the Apple Acceptance Platform implementation and operating guidelines, provided or made available to User by Stripe (on behalf of Apple), as the same may be updated or supplemented by Apple from time to time.
24.49. “Successor PSP” has the meaning set forth in Section 15.3.
24.50. “Technology” means any information, ideas, know how, designs, drawings, specifications, schematics, software programs (including source and object codes), manuals and other documentation, data, databases, processes (including technical processes and business processes), or methods (including methods of operation and methods of production).
24.51. “Term” has the meaning set forth in Section 13 (Term).
24.52. “Territory” means the jurisdictions set forth in Exhibit B.
24.53. “Transaction” means any payment, purchase or other transaction conducted on an Enabled Device via the Apple Acceptance Platform, regardless of whether such transaction is approved, declined or subject to an Adjustment, Chargeback or Merchandise Return. For the avoidance of doubt, “Transaction” includes any transaction, including a Merchandise Return, conducted on an Enabled Device via the Apple Acceptance Platform.
24.54. “Unauthorized Transaction” means any Transaction initiated by a Person that is not authorized to make a Transaction, including without limitation, any fraudulent Transaction.
Apple Marks and Apple Brand Guidelines
Apple Watch (including rights to display images of the Apple Watch device, but only with respect to those models that are technologically capable of being an Enabled Device)
iPhone (including rights to display images of the iPhone device, but only those models that are technologically capable of being an Enabled Device)
Apple Brand Guidelines:
Collectively, the guidelines set forth at http://www.apple.com/legal/trademark/guidelinesfor3rdparties.html, the Apple Acceptance Marketing Guidelines and Apple Media Guidelines as provided to User by Apple, plus any additional marketing and use guidelines provided by Apple in writing (including all amendments to any of the foregoing as may be furnished from time to time by Apple to User).