Last Updated: November 3, 2022
These Stripe Terminal Services Terms (“Terminal Terms”) apply to the use of the Stripe Terminal Services (as defined below).
1. Relationship to Stripe Services Agreement
When you use Stripe Terminal, you expressly agree to the terms and conditions of these Terminal Terms, the Stripe Services Agreement, and any updates or modifications Stripe makes to either of the foregoing from time to time. These Terminal Terms supplement the Stripe Services Agreement, which generally governs your use of Stripe Services, and is incorporated into these Terminal Terms by reference. To the extent that there is a conflict between the Stripe Services Agreement and these Terminal Terms related to Stripe Terminal, these Terminal Terms will prevail.
“Stripe Terminal Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email and the Dashboard), relating to Stripe Terminal.
“Stripe Terminal Product” means a hardware product, instrument or piece of equipment that you or your affiliate purchases or receives (including at no cost) from Stripe or its affiliate under the Terminal Purchase Terms, or from a third-party authorized distributor, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product; or another device approved by Stripe on which an app is installed that uses the Terminal Services Software.
“Stripe Terminal Services” means the Payment Processing Services for Transactions processed using a Stripe Terminal Product, together with other services and features that are specific to the Stripe Terminal offering as described in the Stripe Terminal Documentation and the Stripe website. The Stripe Terminal Services are “Services” as defined under the Stripe Services Agreement.
“Terminal Device Software” is defined under the Terminal Device EULA.
“Terminal Services Software” means the Terminal SDK and Updates to the Terminal SDK.
“Terminal Software” means the Terminal Device Software and the Terminal Services Software.
“Update” means a software feature enhancement or software update that Stripe provides or makes available to users.
Other capitalized undefined terms used in these Terminal Terms have the meaning given them in the Stripe Services Agreement.
3. Terminal Software
3.1 Terminal Device Software: Certain Stripe entities license Terminal Device Software to Stripe users, including you, under an end user Software License Agreement (the “Terminal Device EULA”). You must comply with the terms of the Terminal Device EULA in your use of Terminal Device Software.
3.2 Terminal Services Software:
3.2.1 License: Subject to the terms and conditions of these Terminal Terms, Stripe or its applicable affiliate grants to you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to install, operate and use the Terminal Services Software in accordance with the Stripe Terminal Documentation and these Terminal Terms. You may use the Stripe Terminal Documentation in connection with your installation, use and operation of the Terminal Services Software.
3.2.2. Open Source Software; Third Party Software: Third-party open source software included in the Terminal Services Software may grant you additional rights, and to the extent there is a conflict between those licenses and these Terminal Terms, with respect to the third-party open source code, those open source license terms supersede any conflicting terms of these Terminal Terms. See https://stripe.com/terminal/open-source-notices. Portions of the Terminal Services Software may utilize or include third-party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for this material are contained in the Stripe Terminal Documentation related to the Terminal Services Software, and your use of that software and material is governed by their respective terms.
3.2.3 Representation and Warranty: You represent and warrant to Stripe that your use of the Terminal Services Software will comply with all applicable Laws at all times.
3.2.4 Reservation of Rights: Stripe, its affiliates and its licensors retain ownership of the Terminal Services Software, including all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks, service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Terminal Services Software (and all copies of the Terminal Services Software), and reserve all rights not expressly granted to you. The Terminal Services Software is licensed, not sold, and no ownership rights in the Terminal Services Software are transferred to you under these Terminal Terms.
3.2.5 Backups: Subject to the terms and conditions of this Section 3.2, Stripe grants you the right to reproduce the Terminal Services Software with all labeling and copyright notices intact for backup purposes only.
3.2.6 Restrictions: You must not, and must not enable or allow any other party to:
a. use the Terminal Services Software in any way other than for the purpose for which it is provided and in accordance with the Stripe Terminal Documentation;
b. remove, obscure, modify or otherwise tamper with notices (including trademark, copyright or any other proprietary notices) or legends included in or with the Terminal Services Software;
c. except to the extent that the following restriction is not permitted under Law, copy (except as allowed by these Terminal Terms), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of all or any part of the Terminal Services Software or any services provided by the Terminal Services Software;
d. use the Terminal Services Software other than in conjunction with the Stripe Terminal Services and Stripe Terminal Products; or
e. use the Terminal Services Software in any way that would subject it, or any part of it, to license terms that seek to require any Stripe Terminal Product, Service, Stripe Terminal Documentation, or any Stripe intellectual property, to be licensed to (or shared with) any third party in source code form, with rights to make derivative works, or with rights to redistribute at no charge.
3.2.7 Export Control: You must not use or otherwise export or re-export the Terminal Services Software except as authorized by United States Law and the Laws of the jurisdiction(s) in which the Terminal Services Software was distributed and obtained. In particular, but without limitation, the Terminal Services Software may not be exported or re-exported (a) into any U.S. embargoed countries, or countries embargoed by the jurisdictions where the Terminal Services Software was obtained; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List or any other restricted party lists. By using the Terminal Services Software, you represent and warrant that you are not located in any of these countries or on any of these lists. You also agree that you will not use the Terminal Services Software for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
4. Software Updates
4.1 Updates to Terminal Device Software: Updates to the Terminal Device Software are addressed in the Terminal Device EULA.
4.2 Updates to Terminal Services Software: Stripe, or the licensor of Terminal Services Software, may at its discretion require or make available Updates. All Updates are mandatory unless Stripe designates an Update as optional or discretionary. Stripe may push an Update directly to you via its SDK or API. If Stripe does not push an Update via its SDK or API, then Stripe (or the Connect Platform provider with which your Stripe Account is associated) will notify you of the Update and, if mandatory, direct you to update the relevant Terminal Services Software.
Stripe may also require a mandatory Update to be made within a certain timeline. You must implement each mandatory Update within the required timeline, or within 30 days from the date of Stripe’s notice of the Update if Stripe does not provide a different date or timeline. You may not be able to continue using the Stripe Terminal Services if you do not implement a mandatory Update, and your continued use of the Terminal Services Software is at your own risk. Stripe will not be obligated to provide services or support for any Stripe Terminal Services that rely on a version of the Terminal Services Software that has not been updated timely. Stripe will not be liable to you for any losses or damages arising out of or related to your continued use of Terminal Services Software that has not been updated timely. Sections 3 and 4 of these Terminal Terms contain the license terms for all Updates to the Terminal Services Software, unless an Update is accompanied by a separate license, in which case the terms of that license will govern.
4.3 Connect Platform Obligations as to Updates: If you have integrated and use Stripe Connect with your Platform (as defined in the Stripe Connect Platform Agreement), and onboard Connected Accounts (as defined in the Stripe Connect Platform Agreement) using custom or express onboarding, then this Section 4.3 applies to you as related to those Connected Accounts.
If Stripe does not push a mandatory Update to the Terminal Software via its API or SDK to your Connected Accounts, then Stripe will notify you of the Update and direct you to require your Connected Accounts who are using Stripe Terminal Services to update the relevant Terminal Services Software, or Terminal Device Software installed on Stripe Terminal Products in the Connected Accounts’ possession, as applicable. Upon receipt of notice of a mandatory Update, you must immediately notify and require your Connected Accounts to implement the Update (within the required timeline, if any, or within 30 days from the date of Stripe’s notice if Stripe does not provide a specific date or timeline), and notify those Connected Accounts that they may not be able to continue using the Stripe Terminal Products or Stripe Terminal Services if they do not implement the Update by the required date. You must timely notify each of your Connected Accounts of optional or discretionary Updates.
5. Your Use of the Stripe Terminal Services
You must only use the Stripe Terminal Services in compliance with these Terminal Terms. If for any reason you are unable to successfully complete a Transaction while the payment card is still present and available for use with the Stripe Terminal Product (for example, your Customer swipes a payment card while the Stripe Terminal Product is in “offline” mode, the Customer departs the location where the Stripe Terminal Product is located with his or her payment card, and thereafter an error processing the attempted Transaction occurs, or the Transaction is declined for any reason, when the Stripe Terminal Product is taken out of “offline” mode), then notwithstanding anything to the contrary in these Terminal Terms or the Stripe Services Agreement, Stripe and its affiliates will not be liable for any losses or damages you incur due to the inability to successfully complete that Transaction, and you waive any right to make a claim against Stripe or its affiliates for those losses or damages (if any).
6. Restrictions on Use of Stripe Terminal Services
You must not, and must not enable or allow any other party to:
a. use the Stripe Terminal Services other than in conjunction with the Stripe Terminal Products;
b. use the Stripe Terminal Services other than for the purpose for which they are provided and in accordance with all relevant Stripe Terminal Documentation;
c. use the Stripe Terminal Services for personal, family, or household purposes;
d. disclose the results of any performance benchmarks, A/B testing or similar testing of the Stripe Terminal Services to any third party without Stripe’s prior written consent; or
e. use the Stripe Terminal Services to violate, or in connection with any application that violates, any Laws, including Laws governing the collection, storage, or transmission of Data.
We may permit you to upload or publish Content via the Stripe Terminal Services. If you do upload or publish Content, you must obtain the appropriate permissions and, if required, licenses for that use, and you will reimburse Stripe and its affiliates for all fees, fines, losses, claims, and any other costs we and our affiliates incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes or violates a third party’s intellectual property, privacy, or other proprietary rights.
8. Beta Services
8.1 Beta Services: Stripe may indicate that the Stripe Terminal Services or Terminal Software as a whole, with regard to a particular release or feature, or as offered in certain countries or regions, are classified by Stripe as “beta”, “pilot”, “limited availability”, “invite only”, or “pre release” (“Beta,” and the Beta portion of the Stripe Terminal Services or Terminal Software, “Beta Services”). You understand that Beta Services are still in development, may have bugs or errors, may be feature incomplete, and may be subject to material change. You further understand that the Beta Services may be generally available in some countries while still classified as Beta in others. Despite any other provision of these Terminal Terms to the contrary, you understand and agree that your use of or reliance on the Beta Services is subject to the Beta classification, which will continue in force until Stripe removes the classification.
8.2 Modification to Beta Functionality; Beta Updates: Stripe has no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Beta Services, or any part of them, while the Beta classification is in place (all of the foregoing, if made available by Stripe, “Beta Updates”). However, if Stripe provides or makes available any Beta Update, you must fully implement the Beta Update (including if you are a Connect Platform by pushing or delivering Beta Updates to your Connected Accounts as described in Section 4.3 above) within the time period specified by Stripe or 30 days after Stripe makes the Beta Update available, whichever is sooner.
8.3 Availability and Updates During Beta Period: Stripe may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of the Beta Services. In addition, Stripe may suspend your access to the Beta Services with or without notice, including if Stripe reasonably believes that (a) suspending the Beta Services is required by Law; (b) continuing to provide the Beta Services would place Stripe in breach of any obligation Stripe owes to a third party; or (c) Stripe determines that continuing to provide the Beta Services would give rise to an unacceptable security or privacy risk. Stripe may also terminate your access to the Beta Services if Stripe, in its sole discretion, stops offering the Beta Services completely or in your jurisdiction.