Terminal Device Software License Agreement

Last updated: February 12, 2021

PLEASE READ THIS TERMINAL DEVICE SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING YOUR STRIPE TERMINAL PRODUCT OR INSTALLING ANY UPDATE ACCOMPANYING THIS LICENSE. BY USING YOUR STRIPE TERMINAL PRODUCT OR INSTALLING AN UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE STRIPE TERMINAL PRODUCT OR INSTALL THE UPDATE. IF YOU HAVE RECENTLY PURCHASED A STRIPE TERMINAL PRODUCT AND YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY RETURN THE STRIPE TERMINAL PRODUCT, UNUSED, WITHIN THE APPLICABLE RETURN PERIOD TO THE STRIPE ENTITY OR AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED IT FOR A REFUND, SUBJECT TO THE RETURN POLICY THAT IS MADE AVAILABLE TO YOU.

1. Definitions

“Stripe” means (a) Stripe, Inc., a Delaware corporation, if the Stripe Terminal Product on which Terminal Device Software is installed was originally shipped to and intended to be used in a country located in North America or South America (“the Americas”); or (b) Stripe Payments Europe, Ltd., an Irish company, if the Stripe Terminal Product on which Terminal Device Software is installed was originally shipped to, and intended to be used in, a country located outside of the Americas.

“Stripe Terminal Product” means a physical Point of Sale (POS) device that is intended by Stripe to be used with the Services (as defined in Section 3 below).

“Terminal Device Software” means (a) the software and firmware provided by Stripe or its designee on, or for installment on, a Stripe Terminal Product, including Verifone and other third-party application developer kits and associated documentation, and sample code that Stripe uses to develop Stripe Terminal Products; (b) other software that Stripe or its designee provides or makes available to you for installation on a Stripe Terminal Product; and (c) documentation provided by Stripe or its designee with your Stripe Terminal Product (together, the “Original Terminal Device Software”), as may be updated or replaced by Stripe or its designee (“Updates”), in any form.

2. Delivery and Updates

2.1 Delivery: The Original Terminal Device Software will be delivered as installed on the Stripe Terminal Product or provided as a download.

2.2 Updates:

a. From time to time, Stripe (or other licensors of the Terminal Device Software) may, at its discretion, require or make available future Updates. All Updates are mandatory unless otherwise designated by Stripe. The terms of this License will govern all Updates, unless an Update is accompanied by a separate license, in which case the terms of that license will govern.

b. The Terminal Device Software may periodically check with Stripe for Updates. An Update may automatically download and install onto your Stripe Terminal Product. You agree that Stripe may push an Update directly to Stripe Terminal Products (including through its SDK or API). If an Update is not automatically downloaded or installed, then Stripe will notify you of the Update and direct you to where you can download the applicable Update. When you receive a notice to make a required Update, you must implement the Update by the date provided in the notice, or within 30 days from the date of the notice if Stripe does not provide a different date. If you do not implement an Update by the required date, the affected Stripe Terminal Products may not function properly. Stripe will not be obligated to provide services or support for any Stripe Terminal Products that include outdated versions of the Terminal Device Software.

2.3 Availability: Features of the Terminal Device Software and the Services may not be available in all languages or regions and some features may vary by region. Terminal Device Software provided with a particular Stripe Terminal Product may not run on other models or versions of Stripe Terminal Products. Updates may not include all prior software features or new features that Stripe releases for newer or other models or versions of Stripe Terminal Products.

3. Services

The Terminal Device Software may enable access to Stripe’s payment processing and other related services (“Services”). Use of these Services requires Internet access, a Stripe account and agreement to additional terms and conditions, which include the payment of fees to Stripe. No additional fees are payable under this License. Stripe’s standard terms for these Services can be reviewed at www.stripe.com/[country code]/legal, where “[country code]” is the two-letter code for the country where the Stripe Terminal Product is originally shipped by or on behalf of Stripe or its affiliate (“Stripe Services Agreement”). The Stripe Services Agreement will apply to those Services unless Stripe has agreed in writing to other terms for the Services.

4. Permitted License Uses

4.1 License: Unless otherwise allowed by a separate agreement between you and Stripe, subject to the terms and conditions of this License, Stripe grants you a limited, non-exclusive, non-transferable (other than as allowed in this License), non-sublicensable license to (a) use the Terminal Device Software on a single Stripe Terminal Product that you own or control; and (b) reproduce the Terminal Device Software with all notices intact for backup purposes only.

4.2 Exclusions: This License does not allow you (and you agree not) to (a) use or run the Terminal Device Software on more than one Stripe Terminal Product at a time; (b) use or run the Terminal Device Software on any product other than the Stripe Terminal Product model for which the Terminal Device Software is designated by Stripe; (c) use or run the Terminal Device Software in any way other than in accordance with the applicable documentation; (c) distribute or make the Terminal Device Software available over a network where it could be used by multiple devices at the same time; or (e) enable any others to do (a)-(d). Notwithstanding the foregoing, you may distribute elements of the Terminal Device Software identified by Stripe as “distributable”, if any, as long as you do so solely in binary or object code form and subject to the terms of an end user license agreement at least as protective of Stripe and its licensors as the terms of this License.

4.3 Third Party Software: You and Stripe both agree that third-party open source software included in the Terminal Device Software may grant you additional rights, and to the extent there is a conflict between those licenses and this License, with respect to the third-party open source code, those open source license terms supersede any conflicting terms of this License. See https://stripe.com/terminal/open-source-notices. Portions of the Terminal Device Software may utilize third-party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for this material are contained in the documentation for the Terminal Device Software, and your use of that material is governed by their respective terms as described therein.

4.4 Reservation of Rights: As between Stripe and you, Stripe and its licensors retain ownership of the Terminal Device Software, including all related intellectual property rights, and Stripe and its licensors reserve all rights not expressly granted to you under this License. The Terminal Device Software is licensed, not sold, to you by Stripe for use only under the terms of this License. No ownership rights are transferred to you under this License.

5. Restrictions

5.1 Compliance with Law: You agree to use the Terminal Device Software and the related Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you access or use the Terminal Device Software and Services.

5.2 Modifications and Reverse Engineering: Except to the extent that the following restriction is not permitted under applicable law, you must not (and you must not enable others to) 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 Device Software or any services provided by the Terminal Device Software. You agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Terminal Device Software.

5.3 Transfer: You must not (and you must not enable others to) rent, lease, lend, sell, share, redistribute or sublicense the Terminal Device Software (unless expressly permitted under this License or otherwise by Stripe in writing), except that you may distribute elements of the Terminal Device Software identified by Stripe as “distributable” in accordance with Section 4.2. You may also make a one-time, permanent transfer of all of the Terminal Device Software and your license rights to the Terminal Device Software to another party in connection with the transfer of ownership of your Stripe Terminal Product, as long as (a) the transfer includes your Stripe Terminal Product and all of the Terminal Device Software, and this License; (b) you do not retain any copies of the Terminal Device Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Terminal Device Software agrees to and is bound by this License.

6. Suspension; Termination

This License is effective until terminated. Stripe may at any time, without notice to you, suspend your ability to use the Terminal Device Software if Stripe reasonably believes you have failed to comply with Section 4.2 or 5 of this License. Your rights under this License will terminate automatically or otherwise not be effective without notice from Stripe if (a) your agreement with Stripe for Services terminates (in whole or in relevant part); or (b) you fail to comply with any term of this License, which non-compliance is not remedied within 30 days after notice from Stripe. Upon the termination of this License, you must stop all use of the Terminal Device Software. Sections 4.4, 5, 6, 7, 8, and 10 of this License survive termination.

7. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TERMINAL DEVICE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STRIPE AND STRIPE’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TERMINAL DEVICE SOFTWARE AND SERVICES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. STRIPE AND STRIPE’S LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE TERMINAL DEVICE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE TERMINAL DEVICE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE TERMINAL DEVICE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE TERMINAL DEVICE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. Some jurisdictions do not allow the exclusion of implied warranties or limitations on certain statutory rights, so some or all of the above exclusion and limitations may not apply to you.

8. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL STRIPE OR ITS AFFILIATES, AGENTS, OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, LOST PROFITS, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE TERMINAL DEVICE SOFTWARE AND SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF STRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL STRIPE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO STRIPE FOR THE SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so part or all of this limitation may not apply to you.

9. Export Control

You must not use or otherwise export or re-export the Terminal Device Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Terminal Device Software was obtained. In particular, but without limitation, the Terminal Device Software may not be exported or re-exported (a) into any U.S. embargoed countries, or countries embargoed by the jurisdictions where the Terminal Device Software was obtained; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. By using the Terminal Device Software, you represent and warrant that you are not located in any of these countries and are not included on any of these lists. You also agree that you will not use the Terminal Device Software for any purposes prohibited by applicable law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

10. General

10.1 Governing Law; Jurisdiction; Venue:

a. Americas: For Terminal Device Software installed on Stripe Terminal Products that were originally shipped to a location within the Americas, this License will be governed by the laws of the State of California, without reference to rules governing choice of law. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located at San Francisco County, California, with respect to any claims, suits or proceedings arising out of or in connection with this License, and you and Stripe each agree not to commence or prosecute any claim, suit or proceeding other than in these courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens.

b. Non-Americas: For Terminal Device Software installed on Stripe Terminal Products that were originally shipped to a location outside the Americas, this License will be governed by the laws of Ireland, without reference to rules governing choice of law. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in Ireland, with respect to any claims, suits or proceedings arising out of or in connection with this License, and you and Stripe each agree not to commence or prosecute any claim, suit or proceeding other than in these courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens.

10.2 Assignment: Subject to Section 5.3, you may not assign this License, or any rights or licenses granted in this License, without Stripe’s prior written consent. If you wish to make an assignment, please contact Stripe. Stripe may assign this License without your consent or any other restriction. If Stripe assigns this License, Stripe will provide reasonable notice to you.

10.3 No Agency: Nothing in this License serves to establish a partnership, joint venture, or other agency relationship between you and Stripe. Stripe and you are independent contractors. You will have no authority to enter into any agreement on Stripe’s behalf or in Stripe’s name or otherwise bind Stripe to any agreement or obligation.

10.4 Notices: You agree that Stripe can provide notices regarding the Terminal Device Software or this License to you through the Stripe website or through the Stripe Dashboard (accessible within Services), or by mailing notices to the email or physical addresses identified in your Stripe account. You agree that electronic delivery of a notice has the same legal effect as if Stripe provided you with a physical copy. Notice will be deemed received by you within 24 hours after the notice is posted to the Stripe website or the Stripe Dashboard, emailed to you or delivered to your physical address, as applicable.

10.5 Miscellaneous: If any provision of this License is determined by any court or governmental authority to be unenforceable, the parties intend that this License be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. The rights and remedies of the parties under this License are cumulative, and either party may enforce any of its rights or remedies under this License, along with all other rights and remedies available to it under law or in equity. No provision of this License will be construed against any party on the basis of that party being the drafter. The failure of either party to enforce any provision of this License will not constitute a waiver of that party’s rights to subsequently enforce the provision. This License constitutes the entire agreement and understanding of the parties with respect to the Terminal Device Software and supersedes any prior or contemporaneous understandings.

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