Last updated: November 12, 2021
Welcome to Stripe Atlas! The Stripe Atlas Terms of Service (referred to as “Terms”) is an agreement among: a) Stripe GEP, Inc. (that’s Stripe, which we call: “we,” “our,” or “us”), b) the legal entity you’ll form by using Stripe Atlas (“corporation,” “limited liability company”, “LLC,” or “Company”) , and c) each of the Founders of your Company.
In these Terms, you and your Founders are agreeing (among other items) that when you form your company using Atlas:
- You’ll provide accurate information to us and acknowledge our Terms.
- You give us permission to use your information in order to form a company in Delaware, appoint a Delaware Registered Agent, and obtain your Company’s tax ID (EIN) from the IRS.
- You understand that Stripe is not liable for actions taken by your Company or its Founders.
- The terms “you,” “your,” and “user” refer collectively to any Founder and your Company. Your, your Company’s and your Founders’ obligations are joint and several, which is a legal phrase that roughly means collective - you are all liable together for any violations made or damages caused by any one of you.
- The term “Atlas Services” means the services provided by us through our collaboration with the Providers (defined below).
- The term “Atlas Documentation” refers to the documentation provided on the Atlas Website, the Dashboard, the Atlas Documentation, and any communications sent to you by Stripe.
- The term “Personal Data” means any information that identifies a specific person (not a company, legal entity, or machine) that is transmitted to or accessible through the Atlas Services. This term is used in connection with your responsibilities around use of data in Section 5.
- The term “Product Data” means (a) information concerning any account you have with Stripe; (b) data concerning any transactions you make on the Stripe system, including payment processing, (c) Personal Data; (d) information created by or originating from us or our affiliates, including the details of the Stripe API and information we or our affiliate provides or makes available to you as part of the Atlas Services; and (e) information obtained by us or our affiliate related to the Atlas Services. This term is used in connection with your responsibilities around use of data in Section 5.
- The term “Prohibited Jurisdictions” means Cuba, Iran, North Korea, Syria, and the Crimean region of Ukraine.
2. How this Agreement works with other Agreements
You agree to these Terms and the Stripe Services Agreement, including all updates and modifications Stripe or our parent company, Stripe, Inc., make to these Terms or the Stripe Services Agreement in the future. These Terms supplement the Stripe Services Agreement, which governs your use of Stripe Services, including the Atlas Services, which are a “Service” under the Stripe Services Agreement. If there is a conflict between the Stripe Services Agreement and these Terms related to the Atlas Services, these Terms are the ones you and we will follow. Any capitalized words that are used but not defined in these Terms have the meanings given to them in the Stripe Services Agreement.
3. Authority to Execute
You and your Company represent that each of the Founders is 18 years of age or older, that all the information provided to us is true, accurate and complete, and that they are authorized to agree to these Terms on behalf of your Company and all Founders.
4. The Atlas Services and Providers
a. Overview: The Atlas Services are an online platform designed to support global entrepreneurs by facilitating access to the building blocks of a business. Once we approve your Company for formation with the Atlas Services, you can access Providers who may be able to assist with:
- Creation of a U.S. business entity by business formation partners we may designate from time to time (an “Incorporation Service”),
- Payment processing services provided through Stripe, Inc.,
- Access to U.S. tax and legal information from such partners that we may designate from time to time (“Tax Partners” and “Legal Partners”, respectively),
- Appointment of a Registered Agent (which is required by Delaware law) who we select from time to time, and
- Other services and tools, including tools provided by us and by third parties as the Stripe Atlas program’s network of partners and collaborators grows over time.
b. Information Required: As a Founder, you will complete an application, which we call the Stripe Atlas Application, that requests information necessary to apply for a Stripe Atlas account. More specifically, you must provide, and we will collect, detailed information about your business, that may include but is not limited to:
- Details on your product and business model,
- Personal information about each of your Company’s directors, officers and equity holders (Founders), and
- Business information for both any newly formed U.S. entity as well as any U.S. or foreign parent entity including legal name, address, tax identification number, and that parent’s organizational documents.
We are required to comply with laws, rules and regulations (“Laws”) intended to help prevent the funding of terrorism, money laundering activities and other crimes. These Laws require us to obtain, verify, and record information that identifies businesses and persons to whom we provide services.
You specifically authorize us to use the information you provide to us to obtain an employer identification number (“EIN”) from the U.S. Internal Revenue Service. All or portions of the information you provide and any EIN we obtain on your behalf may also be provided to any Providers or other Stripe partners to the extent you choose to use offerings provided by those Providers or partners. We may use information about you, including your Company’s EIN, to facilitate the opening process for your Atlas account and Stripe account.
When we review your Atlas Application or any related information, or at any later time, we have the right, in our sole discretion, to choose not to provide any aspect of the Atlas Services to you. You will have no recourse, and we will have no liability, if at any time we or any Providers, or our partners or collaborators in Atlas decline to do business with you.
c. Entity Formation; Registered Agent: When your Atlas Application has been approved and you have signed the documents required to set up your Company, the Incorporation Service will form a Delaware entity based on the information provided in your Atlas Application. You understand and agree that, in order to streamline the process to form your Company, Stripe may choose to provide the packet of documents requiring signatures to establish your Company to all of the individuals whose signature needs to be added to all such documents. Each recipient will be able to see the full contents of such documents, which may include the holdings of each equityholder, the positions within your Company of each officer or director, the Social Security number and/or individual tax identification number of a Founder, officer or director, and other potentially sensitive information.
As part of the Atlas Services, you authorize the Delaware Registered Agent designated by us to serve as your Delaware Registered Agent (“Registered Agent”) when your Company is formed. You are required to have a Registered Agent at all times by Delaware law for your Company. We will notify you of the identity of the Registered Agent and, if you are required to accept any terms of service and any related agreements from or with the Registered Agent and/or Incorporation Service, we will tell you so. You are responsible for updating your address, contact, and other business information with us and the Registered Agent through your Atlas account or by contacting us at: email@example.com.
- The Registered Agent may automatically renew, and you must pay any renewal fees for any renewal period.
- You may cancel the Registered Agent’s appointment at any time by providing us with at least 30 days advance notice prior to the date of renewal to firstname.lastname@example.org.
- Upon cancellation, the Registered Agent may remain your Registered Agent until you appoint a new Registered Agent, and you must continue to pay the Registered Agent’s fees until you appoint a new one.
- If you cancel the Registered Agent, you will not receive a refund for any prepaid fees.
- If we decide to change Registered Agents, we will tell you and you will be required to switch to the new Registered Agent unless you already have your own Registered Agent.
- If your Company is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution so that we may inform the Registered Agent of this fact.
- If you do not pay for your Registered Agent when due, your Registered Agent will be discontinued. You will bear any and all legal or other risk or damages for not having a Registered Agent.
d. Designated Incorporator/Authorized Person: For corporations: If your Atlas Application is accepted, we (or a designee of ours) may, but are not required to, serve as the Incorporator (as such term is used in the Delaware General Corporation Law, or “DGCL”) of your Company if you have elected to form a corporation and you authorize us to execute the Certificate of Incorporation (as such term is used in the DGCL) for your Company and for the Incorporation Service to file the Certificate of Incorporation with the Delaware Secretary of State to incorporate your Company. In the event that we, or our designee, serves as the Incorporator of your Company, after we receive the filed Certificate of Incorporation, you authorize us to execute an official action to (i) appoint the individuals you specified in your Atlas Application to the Board of Directors (as such term is used in the DGCL) of your Company and (ii) adopt the Bylaws (as such term is used in the DGCL) for your Company. After approval of the Atlas Application, we will provide you with the Certificate of Incorporation, Bylaws.
For LLCs: If your Atlas Application is accepted, we (or a designee of ours) may, but are not required to, serve as the Authorized Person (as such term is used in the Delaware Limited Liability Company Act, or “LLC Act”) of your Company if you have elected to form a limited liability company and you authorize us to execute the Certificate of Formation (as such term is used in the LLC Act) for your Company and for the Incorporation Service to file the Certificate of Formation with the Delaware Secretary of State to form your Company. In the event that we, or our designee, serves as the Authorized Person of your Company, after we receive the filed Certificate of Formation, you authorize us to execute an official action to (i) appoint the individuals you specified in your Atlas Application to the Board of Managers (as such term is used in the LLC Act) of your Company, if applicable and (ii) adopt the Limited Liability company agreement for your Company. After approval of the Atlas Application, we will provide you with the Certificate of Formation, the Limited Liability Company Agreement, and official action of the Authorized Person for your Company.
e. Stock issuance for Corporations: If you choose to issue stock using the stock issuance tool made available to you as part of the Atlas Services, you will issue stock with a value per share that is equivalent to the par value that is set in the initial company formation documents. If your Company’s value has increased, we strongly recommend that you consult a lawyer before proceeding, as this could have significant tax consequences. Examples of events that can cause an increase in a company’s value are raising funding or acquiring material assets, including intellectual property assets. By proceeding, you confirm that you have either received independent legal advice on this issue, or that you understand the potential risks and have consciously chosen not to obtain such advice. Note that, if you are forming a limited liability company, this section does not apply to you. Instead, your company’s ownership is reflected in the Limited Liability Company Agreement we will provide for you.
f. Professional Information: As part of the Atlas Services, you will receive access to guides, information and documentation related to starting and running a business. Such materials may include guides prepared by Providers, as well as the Atlas Documentation. You acknowledge that such materials are made available solely for informational and educational purposes and do not constitute tax or legal advice.
g. Stripe Atlas Forum: Founders are invited to join the Stripe Atlas Forum. Your participation in the forum is subject to these Terms and any other terms that are displayed on the forum.
h. New Services: Any new features, communications, or products that change or add to the current Atlas Services are also subject to these Terms.
i. Limitations on Stripe’s Liability: You acknowledge, understand, and agree that:
- We are not a law firm or an accounting firm, and we provide no legal, tax or accounting advice of any kind whatsoever,
- You alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and business activities,
- All information, forms, and materials provided through the Atlas Services are provided to you for informational and educational purposes only and do not constitute tax, accounting or legal advice, and
- None of the Atlas Documentation, Website, Dashboard, Forum, or these Terms is intended to create an attorney-client relationship. If you communicate with us, then your communication will not be subject to any attorney-client privilege. If you require legal, tax, accounting or financial advice at any time, you should consult with a licensed attorney or professional advisor.
In addition to the other limitations of Stripe’s liability contained here, the provisions on limitations of liability in the Stripe Services Agreement are incorporated in these Terms.
5. Use of Data and Data Protection; Privacy
a. Use by You. You are responsible for the security of all Product Data in your possession or control. You will not access, use, or disclose Product Data except to the extent necessary for you to access and use the Atlas Services in accordance with these Terms.
b. Stripe’s Use. Without limiting any other rights it may have, Stripe and its affiliates have the right to access, use, store and disclose Product Data in order to:
- Provide the Atlas Services to you and obtain an EIN for your Company;
- Mitigate fraud, financial loss, and other harm to you, the Providers, any future providers, us, our affiliates and other parties;
- Fulfill our and our affiliates’ obligations to governmental authorities, Providers and future providers;
- Fulfill our and our affiliates’ obligations under applicable Law and any Provider and future provider requirements;
- Enable applicable Providers and future Providers to deliver product offerings and fulfill their obligations under applicable Law, and
We provide the Atlas Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule. These include one-time Fees for incorporation and related filings and costs; and may include ongoing Fees for maintaining your Registered Agent or for providing the Atlas Services. If we collect fees for services provided by Providers, our sole role is to collect and remit fees to these Providers. We do not assume any obligation with respect to the delivery of the relevant services. All fees charged by us will be reflected in your Dashboard or in communications sent to you by us, and you agree that we have the right to deduct fees from amounts processed for you including via the ACH system. Fees for items other than the Atlas Services (such as processing a payment) are charged separately. We may revise the Fees at any time.
If you do not understand the Fee Schedule or you have a question about Fees, please contact us at: email@example.com.
Without limiting your obligations under the Stripe Services Agreement, you agree to defend, indemnify, and hold harmless us and the Providers, as well as the affiliates and respective employees and agents of each (each an “Indemnitee”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to: (i) your breach of any provision of these Terms, (ii) any disputes between you and your customers or any other third party, (iii) your negligence, recklessness, or wrongful intentional acts, (iv) your contractual, or other, obligations between you and any third party, including any Provider, (v) any claim against us in our capacity (or our designee’s capacity) as Incorporator or Authorized Person of your Company or for obtaining your EIN, (vi) your use of the Atlas Services in a manner that is illegal, violates applicable Laws, or is inconsistent with the Atlas Documentation.
8. Representations and Warranties
You represent and warrant to us that you will: (i) ensure that you comply with your obligations under these Terms, (ii) comply with all Laws, (iii) not use the Atlas Services in a manner that is illegal, or could be considered unfair or deceptive, and (iv) use the Atlas Services for the purposes described here and in a manner consistent with the Atlas Documentation. Except as expressly stated to the contrary, no license, ownership or other interest is transferred under these Terms. By accepting these Terms and submitting your Atlas Application, you also confirm the following statements about your Company and its business are true:
- You do not have, or have any plan to have, business activity or customers in the Prohibited Jurisdictions.
- You do not have and do not plan to have employees, contractors, or interns (paid or unpaid) in the Prohibited Jurisdictions.
Except as expressly provided here, we provide the Atlas Services to you on an “as is” and “as available” basis, without any warranties of any kind or nature whatsoever.
9. Other General Legal Terms
a. Term, Termination, and the Effects of Termination: The term of these Terms will begin when you submit your Atlas Application and will end when you terminate your Stripe Atlas account or we terminate your use of the Atlas Services or in the Stripe Services Agreement. We may terminate or suspend your access to some or all of the Atlas Services or your Stripe Atlas account (i) immediately, if you are in breach of these Terms or the Stripe Services Agreement, if your Stripe Services Agreement is terminated, or if your Stripe account is suspended, (ii) upon 30 days’ notice for any reason, (iii) if your participation in Stripe Atlas or use of the Atlas Services presents, in our sole discretion, a heightened risk of legal or regulatory non-compliance or an unacceptable risk of harm to Stripe or a Provider, (iv) if you become the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, (v) upon the demand of the Bank or any other Provider, (vi) if you fail to provide any information we request to verify your identity, the nature and ownership of your business, or evaluate the risk of doing business with you, or (vii) if required to do so under court or legal order or as required by applicable Laws. Termination will not affect any continuing compliance obligations to which you may be subject including corporate filing, governance, and taxation obligations.
The sections of these Terms that by their sense and context are intended to survive termination shall survive.
b. Governing Law; Dispute Resolution; Agreement to Arbitrate: These Terms are governed by the laws of the State of California. The provisions of the Stripe Services Agreement governing dispute resolution are incorporated into these Terms.
c. Right to Amend: The provisions of the Stripe Services Agreement regarding our right to amend agreements without notice are incorporated here. By continuing to use the Atlas Services, you agree to these changes.
d. Assignment: You may not assign these Terms, any rights or licenses granted, or operation of your Atlas account or services to others without our prior written consent. If you wish to make such an assignment, please contact us at: firstname.lastname@example.org. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with these Terms. We may assign these Terms without your consent or any other restriction. If we make an assignment, we will provide reasonable notice to you.
e. No Third Party Beneficiaries: These Terms are not intended to and shall not be construed to give any third party any interest or rights (including any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
f. Entire Agreement: These Terms, together with the Stripe Services Agreement, constitute the entire agreement between you and us with respect to the Atlas Services. These Terms describe our entire liability to you and sets forth your exclusive remedies with respect to the Atlas Services. If any part is held to be invalid or unenforceable under applicable Laws, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Laws, and the remaining provisions will continue in full force and effect.
g. Construction; Waiver: No provisions 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. The failure of either party to enforce any provision will not constitute a waiver of that party’s rights to subsequently enforce the provision.