Last updated: February 12, 2021
These Stripe Terminal Purchase Terms (“Purchase Terms”) apply to the purchase of the Stripe Terminal Products. These Purchase Terms do not apply to products or services that Stripe or its affiliates make available under different terms, such as our payment processing services.
The purchaser of the Stripe Terminal Products (“you”) is the entity indicated as the owner of the Stripe account at the time of the purchase (for example, by the purchase being submitted by a user logged into your Stripe account, or using your Stripe API key), and the seller of the Stripe Terminal Products is the Stripe entity that sells the applicable Stripe Terminal Products to you, as indicated on your proof of purchase (“Stripe”, “us”, or “we”).
By purchasing the Stripe Terminal Products, you agree to these Purchase Terms. Do not purchase or use any Stripe Terminal Products if you do not understand or agree to these Purchase Terms, or your company is prohibited from legally purchasing or using Stripe Terminal Products.
Please review these Purchase Terms each time you make a purchase. We may update or change these Purchase Terms at any time and without notice to you. The terms that apply to each purchase will be the Purchase Terms posted here at the time you place your order.
Section A. Stripe Terminal Products
1. Key Concepts
As used in these Purchase Terms, a “Stripe Terminal Product” is any hardware product, instrument or piece of equipment that you purchase from Stripe under these Purchase Terms, and includes physical Point of Sale (“POS”) devices, accessories, components, and spare parts, and Terminal Device Software (see Section A.18 below). The Stripe Terminal Products are intended to be used in conjunction with the Stripe Terminal Services (defined in the Stripe Terminal Services Terms available at https://stripe.com/legal/terminal (“Stripe Terminal Services Terms”)). We provide support to help resolve general issues relating to the Stripe Terminal Products. This support includes resources and documentation that we make available to you through the current versions of Stripe’s support pages, API documentation, and other pages on our website (collectively, “Documentation”).
2. Product Specifications
Stripe may make details of the Stripe Terminal Products available via means such as the Stripe Shop and your Stripe Dashboard (“Dashboard”). Stripe Terminal Products features, specifications, and prices are subject to change at any time without notice. We attempt to be as accurate as possible. However, we do not warrant that product descriptions or information is accurate, complete, reliable, current, or error-free. Unless expressly noted, all weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Packaging may vary from that shown, and the appearance of the Stripe Terminal Products in reality may differ from how it appears to you. By placing an order, you represent that the products you order will be used only in a lawful manner.
3. Hardware Availability
Stripe Terminal Products are manufactured by third parties and resold by Stripe. While Stripe uses reasonable efforts to maintain sufficient supply of the Stripe Terminal Products, inventory shortages at our manufacturers and distributors may affect our ability to fulfil an order. If there is a delay in manufacture or distribution of a certain Stripe Terminal Product that we believe will affect your order, we will use reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule. Stripe is not obliged to accept any order, and we may cancel accepted orders at any time if we are unable to fulfil the order for any reason. If you submit an order, and we accept the order, you are bound by the order unless Stripe cancels the order. If we cancel your order, we will fully refund the purchase price to you.
4. Geographic Availability
We only sell the Stripe Terminal Products in a limited number of countries, and we may restrict or prevent the use of the Stripe Terminal Products in a country other than the country to which we shipped the product. You must not circumvent any geographical availability requirements that we apply to the Stripe Terminal Products. You must provide a valid shipping address within the country where you are requesting that we ship the Stripe Terminal Products. Our ability to ship or permit the use of Stripe Terminal Products is always subject to applicable Law (defined in Section A.10 below), which may restrict our ability to ship the Stripe Terminal Products to or within a country.
a. Prices for the Stripe Terminal Products will be listed at the time of your purchase and may vary by country. We may change pricing and availability at any time. If you do not submit immediate payment, Stripe may delay shipment of the Stripe Terminal Products until the full amount of your payment is received. The amounts you pay for the Stripe Terminal Products are in addition to the fees you pay for other business services that may be offered by Stripe and its affiliates (each, a “Stripe Service” or “Service”) that are provided to you under your agreements with Stripe, including the Stripe Services Agreement (collectively, the “Stripe Agreements”).
b. Unless otherwise stated, the prices shown for the Stripe Terminal Products exclude taxes and shipping costs. We will add all taxes and shipping costs to the total amount of your purchase, and show you the final amount due before you complete your purchase. You are solely responsible for all taxes and shipping costs that apply to the Stripe Terminal Products that you purchase.
c. We may collect amounts you owe us under these Purchase Terms by deducting or setting-off those amounts from the balance on your Stripe account. If that balance is insufficient, we may debit the bank or other financial institution account that you designate in your Stripe account as your “Payout Account”, or deduct or set-off the amount owed to us from the balance of another Stripe account that we determine, acting reasonably, is associated with your Stripe account. To the extent required by applicable Law, any debit from the Payout Account will be a Pre-Authorized Debit (PAD) as authorized under and defined in the applicable Stripe Services Agreement.
d. These Purchase Terms apply to any Stripe Terminal Products that we choose to provide to you at no cost, and your rights and obligations with respect to those Stripe Terminal Products do not change merely because you did not pay for the Stripe Terminal Products.
You are responsible for and will pay, indemnify, and hold Stripe harmless from any sales, use, excise, import or export, withholding, value added, or similar tax (“Taxes”), and any penalties or interest associated with Taxes, imposed by any governmental authority with respect to any payment to be made or any Stripe Terminal Products to be delivered under these Purchase Terms. Stripe may charge, and you must pay, all Taxes that Stripe is legally obligated or allowed to collect based on sale of the Stripe Terminal Products, and all fees payable for the Stripe Terminal Products are exclusive of Taxes except to the extent Stripe expressly states to the contrary. You must provide us with any information we need to determine whether we are required to collect Taxes from you under any applicable Law. If you provide an exemption certificate or a direct payment certificate, we will not collect any Tax for which you can claim an available exemption. All payments made by you to Stripe under these Purchase Terms must be made free and clear of any withholding or deduction. If any Taxes are required under applicable Law to be withheld on any payment, you will pay additional amounts as necessary so that the net amount received by Stripe is equal to the amount then due and payable under these Purchase Terms.
7. Shipping and Returns
a. Shipping: We will only ship Stripe Terminal Products to addresses located in countries where we support Stripe Terminal (found on https://stripe.com/docs/terminal/fleet/placing-orders or as otherwise communicated to you by Stripe in writing). We will select the carrier that will ship Stripe Terminal Products. We will inform you of the shipping fees (if any) before you confirm your order. If we provide you with an estimated shipping or delivery date, that date is not guaranteed, and inventory shortages or events beyond our control could impact the delivery date. Also, many events beyond our control can affect the delivery of your Stripe Terminal Products after we provide them to the carrier. We are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery, even if you have paid an additional fee for expedited shipping. Despite any contrary terms in any invoice or purchase order, title and risk of loss for the Stripe Terminal Products passes to you when we deliver the Stripe Terminal Products to the address that you provide.
b. Returns: You may return any Stripe Terminal Product in its original packaging and condition (including all accessories and components) within 30 days after the date of your purchase. To begin the return process for a Stripe Terminal Product, please contact us at https://stripe.com/contact. We will provide you with return shipping instructions. If you follow our instructions, we will cover the cost of return shipping and will refund your purchase price in full using the same method of payment you used to purchase the Stripe Terminal Product. We will not take title to any returned Stripe Terminal Product until the item arrives at the facility to which we instruct you to return the Stripe Terminal Product. Returns may be subject to a restocking fee. You will be the exporter and importer of record on all returns transactions and will be directly responsible for ensuring that your returns comply with all export and import regulations. Notwithstanding the terms of this section to the contrary, you agree that any duties and taxes that may be recoverable by you will not be charged or collected from Stripe. This clause does not limit any rights that you might have to seek a refund under applicable Law.
8. Limited Hardware Warranty
a. Stripe provides a one-year limited warranty against defective materials and faulty workmanship in a Stripe Terminal Product. The warranty period starts on the date of your original purchase of the Stripe Terminal Product from Stripe, and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, and you follow our instructions for returning the Stripe Terminal Product, we will at our option, to the extent permitted by applicable Law, either repair the Stripe Terminal Product, replace the Stripe Terminal Product, or refund to you all or part of the purchase price of the Stripe Terminal Product. This limited warranty applies only to unaltered hardware components of the Stripe Terminal Products that are used in accordance with these Purchase Terms and not subject to accident, misuse, or neglect.
b. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Law, and this limited warranty does not affect those rights. To make a warranty claim, please contact us at https://stripe.com/contact. We will provide you with information about how to return your Stripe Terminal Products and obtain a replacement Stripe Terminal Product.
9. End Users
You may only purchase the Stripe Terminal Products for your own use, or for resale or distribution as permitted by the Stripe Terminal Reseller Terms available at https://stripe.com/legal/terminal-reseller (“Reseller Terms”). You may not otherwise resell, rent, lease or distribute Stripe Terminal Products, or allow a third party to use Stripe Terminal Products that you have purchased. We reserve the right to refuse to sell or ship the Stripe Terminal Products to any person we believe intends to use, resell, distribute or lease the Stripe Terminal Products in a manner prohibited by these Purchase Terms (which include the Reseller Terms). The foregoing limitations will not apply to the extent prohibited by applicable Law. Without limiting any of your other obligations under these Purchase Terms, if you obtain equipment, software or accessories 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 must comply with the Verifone Minimum Terms available at https://stripe.com/verifone/legal.
10. Use of Stripe Terminal Products
a.You must use Stripe Terminal Products in a manner that is consistent with the terms of the Stripe Agreements.
b. You must ensure that only competent trained employees (or persons under their supervision) are allowed to operate or use Stripe Terminal Products and that adequate security measures are put in place to safeguard Stripe Terminal Products and data collected by and held on Stripe Terminal Products.
c. You must only use Stripe Terminal Products for the purpose for which they are provided and in accordance with all relevant Documentation.
d. If you ship Stripe Terminal Products, you must package the products appropriately and sufficiently to avoid damage caused in transit as a result of insufficient packaging.
e. You must use Stripe Terminal Products in a lawful manner, and must obey all laws, rules, and regulations and other binding requirements or standards of any governmental authority (collectively “Law”) that apply to your use of Stripe Terminal Products. This may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising.
You must not, and must not enable or permit any third party to:
a. ship a Stripe Terminal Product outside of the country to which Stripe shipped that product, except that you (or a third party) 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;
b. use a Stripe Terminal Product in any country other than the country to which Stripe shipped that product, except as otherwise expressly preapproved by Stripe in writing, except that you (or a third party) 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);
c. where a Stripe Terminal Product is registered to a location, move the Stripe Terminal Product to a new location without registering the device to its new location and downloading the local device configuration;
d. represent, or use any technical measures in an attempt to represent, that the location of a Stripe Terminal Product is a location different from its actual physical location;
e. use a Stripe Terminal Product to enable any party (including you) to benefit from any activities Stripe has identified as a restricted business or activity as listed at https://stripe.com/restricted-businesses. Restricted businesses include use of the Stripe Terminal Products in or for the benefit of a country, organization, entity, or person embargoed, blocked or on a sanctions list identified by any government, government body or supranational body; or
f. (i) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Stripe Terminal Product, Documentation, or our website except as expressly permitted by applicable Law; (ii) transfer any rights granted to you under these terms unless otherwise agreed between you and Stripe in writing; (iii) work around any of the technical limitations implemented in a Stripe Terminal Product or enable functionality that is disabled or prohibited; (iv) reverse engineer or attempt to reverse engineer a Stripe Terminal Product except as expressly permitted by applicable Law; (v) perform or attempt to perform any actions that would interfere with the normal operation of a Stripe Terminal Product or impact the use of the Stripe Terminal Products by other users; or (vi) impose an unreasonable or disproportionately large load on the Stripe Services.
12. Limitation on Use - Commercial Purposes Only
The Stripe Terminal Products may be used for commercial purposes only, and you must not use, or allow any other person to use, the Stripe Terminal Products for personal, family, or household use.
13. Unauthorized or Illegal Use
If we suspect or know that you are using or have used Stripe Terminal Products for unauthorized, fraudulent, or illegal purposes, or in a manner that exposes you, Stripe, or others to risks unacceptable to Stripe, we may limit or disable the functionality of your Stripe Terminal Products, until such time as you demonstrate to our reasonable satisfaction that our suspicion was unfounded, or you provide us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.
The Stripe Terminal Products may be subject to foreign export control Law and must be purchased, exported, transferred, and used in compliance with all applicable export Law. Stripe does not claim and does not guarantee that the Stripe Terminal Products shipped to an address in any given country will be appropriate or available for use in any other country or comply with applicable Law governing export, import, or foreign use. You must comply with all international and national export controls Law, and the end user, end use and destination restrictions imposed by any country, that apply to the Stripe Terminal Products you purchase or receive from Stripe under these Purchase Terms.
15. Installation, Updates, and Maintenance; Use with Third-Party Products
You are responsible for installing, integrating and maintaining the Stripe Terminal Products, which includes updating the Terminal Device Software as may be required by Stripe or the original equipment manufacturer (OEM) from time to time under the Terminal Device EULA (defined in Section A.18 below). Stripe will not be obligated to provide services or support for any Stripe Terminal Product that contains an outdated version of the Terminal Device Software.
Use of the Stripe Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Stripe Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
16. Ownership and Rights
These Purchase Terms do not grant any rights or licenses in the Stripe Terminal Products other than as expressly stated in these Purchase Terms and the Terminal Device EULA. As between you and Stripe, Stripe and its licensors exclusively own all rights, title and interest, including all copyrights (including rights in derivative works), moral rights, rights of publicity, patents, trade secrets, trademarks, service marks, logos and designs, trade secrets, and other intellectual property rights, in and to the Stripe Terminal Products. All rights not expressly granted are reserved by Stripe. Any use of Stripe’s trademarks must be in accordance with the Stripe Marks Usage Agreement available at https://stripe.com/marks/legal.
You may choose or we may invite you to submit comments or ideas about improving the Stripe Terminal Products. If you submit comments or ideas to us, you agree that your submission is voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the comments and ideas under law, contract or otherwise. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any comments and ideas you submit to us, and that we are free to use your comments and ideas without any attribution or compensation to you.
18. Software License Terms
The Terminal Device Software is defined in and licensed under an end user Software License Agreement located at https://stripe.com/legal/terminal-device-eula (“Terminal Device EULA”). You, and your use of Stripe Terminal Products, must comply with the Terminal Device EULA. Notwithstanding the Terminal Device EULA, in addition to the transfer rights you have under the Terminal Device EULA, you may disclose to third parties Terminal Device Software strictly in accordance with the Reseller Terms.
19. Free Recycling Program
As part of these Purchase Terms, we offer to provide a free recycling service for electronic equipment (any brand) that is returned at your cost (i.e., transported) to a designated Stripe collection point within your country. A certificate of disposal will be supplied by us. Where applicable Law dictates other services must be offered, we will adapt the service to be compliant. Where the offered service cannot be provided, we will communicate this to you. Please contact us at https://stripe.com/contact to organize return by supplying the address where the units for disposal are stored (we will endeavor to identify an appropriate in-country collection point), the number of units, the type of units (desktop, laptop, tablet, mobile phone) and estimated total weight. Please note, we assume no responsibility or liability for loss, alteration, unauthorized disclosure of, unauthorized access to, or confidentiality of your data (including personal data or other information) on equipment sent for recycling. Before shipping, you must delete data (including personal data) on hard disk drives and any other storage devices in the electronic equipment for disposal. Where possible, you must remove and damage beyond use any removable media, such as hard disk drive modules. You must not include any hazardous materials. Once the electronic equipment has been shipped, we cannot return it or any data contained on that equipment. Participation in this program constitutes a relinquishment of all rights to and in the electronic equipment and other related materials sent to us.
Section B. General Terms
The Stripe Terminal Products are provided as-is and with all faults. Except as expressly stated in these Purchase Terms (and for Stripe Terminal Products shipped by or on behalf of Stripe to Singapore, subject to section 55 of the Sale of Goods Act (Cap. 393) of Singapore), Stripe, its affiliates, and the respective employees, directors, agents, licensors and service providers of Stripe and each Stripe affiliate (each a “Stripe Party” and together the “Stripe Parties”) provide no express or implied warranties or conditions, and Stripe disclaims and excludes any implied terms, representations, warranties, and conditions with respect to the Stripe Terminal Products, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, satisfactory quality and non-infringement, as well as any other implied warranties, such as warranties regarding data loss, availability, accuracy, functionality and lack of viruses. These disclaimers will apply except to the extent applicable Law does not permit them. Any warranties, guarantees, or conditions that cannot be disclaimed as a matter of law, but which may be limited in duration, last for one year from the date on which you receive a Stripe Terminal Product.
2. Limitation of Liability
a. Under no circumstances will any Stripe Party be responsible or liable whether in contract, tort (including negligence), under statute or otherwise to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Stripe Terminal Products or for the unavailability of the Stripe Terminal Products, for lost profits, personal injury to the extent allowed by applicable Law, or property damage, or for any other damages arising out of, in connection with, or relating to these Purchase Terms or your use of the Stripe Terminal Products, even if those damages are foreseeable, and whether or not you or the Stripe Parties have been advised of the possibility of those damages except as provided in Section B.2.b. The Stripe Parties are not liable whether in contract, tort (including negligence) under statute or otherwise, and further deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Stripe Terminal Products. The Stripe Parties are not liable, and further deny responsibility for all liability and damages to you or others whether in contract, tort (including negligence), under statute or otherwise caused by (i) your or your employees’, agents’, contractors’, end users’, and other personnel’s access or use of the Stripe Terminal Products inconsistent with the Documentation; (ii) any unauthorized access of servers, infrastructure, or data used in connection with the Stripe Terminal Products; (iii) interruptions to or cessation of the Stripe Terminal Products; (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Stripe Terminal Products; (v) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (vi) third-party content provided by you or your employees, agents, contractors, end users, and other personnel; or (vii) the defamatory, offensive, or illegal conduct of others. The foregoing limitations will not apply to the extent prohibited by applicable Law.
b. Except to the extent prohibited by applicable Law, you agree to limit any additional liability whether in contract, tort (including negligence), under statute or otherwise not disclaimed or denied by the Stripe Parties under these Purchase Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount paid by you to Stripe for the Stripe Terminal Products.
c. Nothing in these Purchase Terms operates to exclude or limit liability for (i) death or bodily injury; or (ii) fraud or willful misconduct, to the extent that doing so would contravene applicable Law.
3. Disclosures and Notices; Electronic Signature Consent
Stripe can provide notices regarding the Stripe Terminal Products (“Notices”) to you through our website or through the Dashboard, or by mailing Notices to the email or physical addresses identified in your Stripe Account. Notices may include notifications about the Stripe Terminal Products or other information we are required to provide to you. Electronic delivery of a Notice will have the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you 24 hours after the time a Notice is either posted to our website or emailed to you.
4. No Agency
Nothing in these Purchase Terms serves to establish a partnership, joint venture, employment, or agency relationship between you and us. You will have no authority to enter into any agreement on Stripes’ behalf or in Stripe’s name or otherwise bind Stripe to any agreement or obligation.
5. Force Majeure
Neither party will be liable for any nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay any amounts owed to Stripe under these Purchase Terms.
6. Your Liability For Third-Party Claims Against Us
a. Without limiting, and in addition to, any other obligation that you may owe under these Purchase Terms, you are at all times responsible for the acts and omissions of your employees, directors, contractors and agents, to the extent they are acting within the scope of their relationship with you.
b. You agree to defend each Stripe Party against any claim, suit, demand, loss, liability, damage, action, or proceeding (each a “Claim”) brought by a third party against a Stripe Party, and you agree to fully reimburse the Stripe Parties for any Claims that results from: (i) your breach of any provision of these Purchase Terms ; (ii) negligent or willful misconduct of you, your employees, contractors, or agents; or (iii) contractual or other relationships between you and any third party, including your customers.
7. Representations and Warranties
By accepting these Purchase Terms, you represent and warrant that (a) you have the authority to execute and perform the obligations required by these Purchase Terms; (b) you will comply with all Law applicable to your business and use of the Stripe Terminal Products; (c) your employees, directors, contractors and agents will at all times act consistently with these Purchase Terms; and (d) you will not use the Stripe Terminal Products, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Stripe Terminal Products or the Stripe Terminal Services.
8. Governing Law; Intellectual Property Disputes
a. Governing Law: These Purchase terms will be governed by and construed in accordance with the laws of the region to which the Stripe Terminal Products were shipped by or on behalf of Stripe. The terms of the United Nations Convention on Contracts for the International Sale of Goods will not apply. Specifically, the following laws, notwithstanding any conflicts of law rules to the contrary, will apply for Stripe Terminal Products shipped to:
(i) the United States: the laws of the state of California;
(ii) Canada: the laws of the Province of British Columbia and federal Laws of Canada applicable in British Columbia;
(iii) the United Kingdom, Switzerland or the European Economic Area: the laws of Ireland;
(iv) Australia: the laws of Victoria;
(v) New Zealand: the laws of Auckland, New Zealand; and
(vi) Singapore: the laws of the Republic of Singapore.
b. Intellectual Property Disputes: In the event that there is a dispute, claim or controversy arising out of or relating principally related to either party’s intellectual property (an “IP Claim”), each party agrees to bring the IP Claim before the courts listed below (“Courts”) that are located in the country to which the Stripe Terminal Products were shipped by or on behalf of Stripe. The parties irrevocably consent to the exclusive jurisdiction and venue of the applicable Courts, and you and Stripe each agree not to commence or prosecute any IP Claim other than in the applicable Courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens. Specifically, the following courts are the applicable Courts for IP Claims as well as the enforcement of awards described in Section B.9.d below for Stripe Terminal Products shipped to:
(i) the United States: the United States District Court for the Northern District of California;
(ii) Canada: the Federal Court in Vancouver, British Columbia;
(iii) the United Kingdom, Switzerland or the European Economic Area: the courts of Ireland in a location in Dublin;
(iv) Australia: the courts located in Melbourne, Australia;
(v) New Zealand: the courts located in Auckland, New Zealand; and
(vi) Singapore: the courts located in the Republic of Singapore.
9. Dispute Resolution
a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Purchase Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Purchase Terms, but specifically excluding any IP Claim (which will be resolved in litigation in accordance with Section B.8 above), will be determined by arbitration and the arbitrator will apply the law as stated in Section B.8.a above:
(i) for Stripe Terminal Products shipped to the United States by or on behalf of Stripe, in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Purchase Terms. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that these Purchase Terms evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of these Purchase Terms.
(ii) for Stripe Terminal Products shipped to Canada by or on behalf of Stripe, in Vancouver, British Columbia, administered by the International Centre for Dispute Resolution under its International Arbitration Rules, as amended by these Purchase Terms. The number of arbitrators will be one. The arbitrator will have the authority to award any remedy or relief that a court could order or grant. The arbitrator will have no authority to decide claims on a class action or collective action basis.
(iii) for Stripe Terminal Products shipped to the United Kingdom, Switzerland or the European Economic Area by or on behalf of Stripe, in Dublin, Ireland administered by arbitration in accordance with the JAMS International Arbitration Rules as amended by these Purchase Terms. The tribunal will consist of a sole arbitrator. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator will have the authority to award any remedy or relief that a court could order or grant. The arbitrator will have no authority to decide claims on a class action or collective action basis.
(iv) for Stripe Terminal Products shipped to Australia, in Melbourne, Australia administered by arbitration in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) Arbitration Rules as amended by these Purchase Terms. The seat of arbitration will be Melbourne, Australia. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction.
(v) for Stripe Terminal Products shipped to New Zealand, in Auckland, New Zealand administered by arbitration in accordance with the SIAC Rules as amended by these Purchase Terms. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction.
(vi) for Stripe Terminal Products shipped to Singapore, in Singapore administered by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (“SIAC Rules”), which are deemed to be incorporated by reference into this subsection (vi), except to the extent they conflict with these Purchase Terms. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction. Nothing in this section will preclude either party to apply for urgent interlocutory relief from any court of competent jurisdiction. A person who is not a party to these Purchase Terms will have no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of the terms of these Purchase Terms.
Either party may commence arbitration by providing the other party and the applicable arbitration authority above (where required or allowed) a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The language of the arbitration will be English.
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Purchase Terms will affect the right of any party to serve process in any other manner permitted by applicable Law.
c. Class Waiver: To the fullest extent permitted by applicable Law, each of the parties agrees that any dispute arising out of or in connection with these Purchase Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Purchase Terms or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in these Purchase Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the applicable Law as determined under Section B.8.a above. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Purchase Terms. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by the applicable Courts as determined under Section B.8.b above. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Purchase Terms, the arbitrators will award to the prevailing party, if any, the costs and legal/attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Law. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration under these Purchase Terms, except as required by applicable Law or except if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of Section B.8 and the rules governing arbitration identified in Section B.8.a, the provisions of this Section B.8 will prevail. If any provision of these Purchase Terms to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by applicable Law and all the other provisions will remain valid and enforceable.
You may not assign, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Purchase Terms or any rights or obligations under these Purchase Terms, without the prior written consent of Stripe. Any purported assignment, transfer, delegation, or disposal by you without Stripe’s prior written consent will be null and void. Stripe may assign any of its rights and obligations under these Purchase Terms without your prior written consent. These Purchase Terms will be binding upon and will inure to the benefit of you and Stripe and their respective successors and permitted assigns.
11. Entire Agreement
These Purchase Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Stripe for provision and use of the Stripe Terminal Products. Except where expressly stated otherwise in a writing executed between you and Stripe, these Purchase Terms will prevail over any conflicting policy or agreement for the provision or use of the Stripe Terminal Products. These Purchase Terms set forth your exclusive remedies with respect to the Stripe Terminal Products. If any provision or portion of these Purchase Terms is held to be invalid or unenforceable under applicable Law, then it will be reformed and interpreted to accomplish the objectives of that provision to the greatest extent possible, and all remaining provisions of these Purchase Terms will continue in full force and effect.
12. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under these Purchase Terms are cumulative, and either party may enforce any of its rights or remedies under these Purchase Terms, along with all other rights and remedies available to it under applicable Law or in equity. No provision of these Purchase Terms will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. To be enforceable, a waiver must be in writing and signed by the waiving party. The failure of a party to enforce any provision of these Purchase Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Provisions in these Purchase Terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) will survive termination of these Purchase Terms.