Last Updated: November 19, 2020
Welcome to Stripe Issuing.
The Stripe Issuing Spend Card is a business charge card issued under the Stripe Issuing Spend Card Program (as further defined below, the "Program") and pursuant to this Stripe Issuing Spend Card Program Agreement ("Agreement") among you, Stripe, and Issuer. The Stripe Issuing Spend Card is issued by the Issuer, and the Program is managed by Stripe, Inc., a Delaware corporation ("Stripe").
As used in this Agreement, "we", "us" or "our" refers to Stripe and Issuer. Unless otherwise indicated, "you" and "your" refers to the entity that has applied and qualified for receiving the Stripe Issuing services described in this Agreement as the Program Services and established with us a Program Account and one or more Card Account(s). This Program is provided in connection with other products and services offered to you by Stripe pursuant to the Stripe Services Agreement between Stripe and you (the "Stripe Services Agreement"). Capitalized terms used in this Agreement and not otherwise defined (either in-line or by hyperlink) have the same meaning as in the Stripe Services Agreement. By accepting this Agreement or using Program Services, you consent to electronic communications as provided for in the E-SIGN Disclosure. Subject to this Agreement, you may authorize employees and other persons to use the Cards to make business-purposes purchases and other Transactions on your behalf ("Authorized Users"). You must appoint a person to manage your participation in the Program (an "Administrator"), including managing how Authorized Users may use Stripe Issuing Spend Cards.
This Agreement is organized into several sections:
- Sections 2 and 3 govern Program Account opening and your use and management of the Stripe Issuing Spend Card Program.
- Section 4 governs Authorized Users' use of Stripe Issuing Spend Cards. You must ensure your Authorized Users accept and comply with the terms of Section 4 and the Stripe Issuing Spending User Terms posted on our website (the "User Terms").
- Sections 5 through 10 are general terms governing your use of the Program. Sections 5 through 10 apply both to you and to your Authorized Users. You are responsible and liable for you and your Authorized Users' compliance with Sections 5 through 10.
- Section 11 provides terms that apply only to use of the Program by Platform Providers. (Platform Providers also are subject to the other provisions of this Agreement.)
- Section 12 provides general terms applicable to all parties to this Agreement.
- Section 13 provides definitions of the capitalized terms used throughout this Agreement.
The User Terms restate certain provisions of this Agreement that govern Authorized Users' use of Stripe Issuing Spend Cards. The User Terms are provided to you and your Authorized Users as a convenience to you and do not establish a contract or other legal relationship between us and your Authorized Users or otherwise change or limit your responsibility and liability for your Authorized Users.
2. Opening a Program Account.
2.1 Registration. By applying for and establishing a Program Account, you and the person creating your Program Account (your "Representative") represent and warrant that you are a commercial enterprise or bona fide charitable organization, and you agree that your Program Account and all Cards will be used for business purposes only. You must provide information identifying your company and its Principal Owners, and other information we require, when opening your Program Account, and you agree to keep this information current. You acknowledge that Stripe may share this information with Issuer. You represent and warrant that you are not currently and will not become subject to a U.S. Office of Foreign Asset Control ("OFAC") list, or any Law or other government agency list that prohibits or limits us from providing Cards to you or from otherwise conducting business with you. Until you have submitted, and we have reviewed and approved, all required information, your Program Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
2.2 Business Representative. You and your Representative individually affirm to Stripe that (i) your Representative is authorized to provide the information described in this Section 2 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of Stripe, neither you nor your Representative may register or attempt to register for a Program Account on behalf of a user that Stripe previously terminated from use of the Program. If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Program.
2.3 Information about Your Asset Account. In order to allow us to determine and monitor your qualification to maintain your Program Account and your Available Spend, you agree to open and maintain an account with Stripe or an Affiliate for purposes of holding funds to support the credit extended in connection with this Program (the "Asset Account"). The Asset Account will be maintained at a financial institution designated by Stripe. By entering into this Agreement, you agree to give us the ability to view and verify the balance of your Asset Account linked to your Program Account at any time. You agree to provide and maintain true, accurate, complete, and current information about your Asset Account and to notify us of any change to it.
2.4 Validation. At any time during the term of this Agreement and your use of the Program, we may require additional information from you to verify your Principal Owners or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, your Representative, your Principal Owners or your principals. Your failure to provide this information or material may result in suspension of termination of your Program Account. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you, your Representatives, your Principal Owners or your principals. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Program Account. Stripe may periodically update this information as part of our underwriting criteria and risk analysis procedures.
2.5 Changes to Your Business, Keeping your Account Current. You agree to keep the information in your Program Account current. You must promptly update your Program Account with any changes affecting you, the nature of your business activities, your Representatives, your Principal Owners, your principals, or any other pertinent information. We may suspend your Program Account or terminate this Agreement if you fail to keep this information current. You agree to promptly notify us (or, in the case of Platform Companies, your Platform Provider) in writing no more than three days after any of the following occur: (a) you become subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (b) there is an adverse change in your financial condition; (c) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (d) you transfer or sell 25 percent or more of your total assets or there is any change in the control or ownership of your business or parent entity; or (e) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent of more of your assets. Platform Providers shall promptly forward all information received from their Platform Companies under this Section to Stripe.
3. Participating in, Using, and Managing the Program.
3.1 Administrators, Authorized Users, Documentation. As part of the Program, Stripe will establish a commercial card account with Issuer on your behalf, containing sub-accounts for each Card issued to you and Authorized Users. Each Card is issued by Issuer, under a license from the applicable Card Network. Each Company must appoint an Administrator to administer its use of the Program, which will include managing how Authorized Users use Cards. You are responsible for notifying your Administrator and Authorized Users of their authority and obligations under this Agreement and User Terms, ensuring that all Authorized Users accept the User Terms prior to activation and use of their Card, and ensuring that the Administrator and each Authorized User comply with the terms of this Agreement and the User Terms. You are solely responsible for any actions Administrators take on your behalf. We make resources and documentation available to you on the Program through the current versions of Stripe's support pages, API documentation, and other pages found at https://stripe.com/docs (collectively, "Documentation").
3.2 API and Dashboard. Stripe has developed and provides access to the API that may be used to access the Program, either directly or through a Platform Provider. You may use the API solely as described in the Documentation. You may manage your Program Account and enable additional features through the Stripe dashboard, or if you are a Platform Company, through your Platform Provider's dashboard ("Dashboard" refers to the Stripe Dashboard unless you are a Platform Company accessing the Program Services through your Platform Provider's dashboard, in which case "Dashboard" refers to your Platform Provider's dashboard). Platform Providers may offer Program Services through a Dashboard provided by the Platform, in which case the Platform Provider will connect to the Stripe API, rather than the Platform Company connecting directly to the Stripe API and accessing the Stripe Dashboard. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Program, we will update the API and Documentation from time to time, and may add or remove functionality. We (or your Platform Provider, if applicable) will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Program with minimum interruption. We (or, in the case of a Platform Company, your Platform Provider) will make API keys available to you through the Dashboard. You are responsible for securing your API keys -- do not publish or share them with any unauthorized persons. Failure to secure your API keys will increase the likelihood of fraud on your Program Account and potential losses to you. You should contact us (or, in the case of a Platform Company, your Platform Provider) immediately if you become aware of any unauthorized use of your API key or any other breach of security regarding the Program. We provide more details on proper use of API keys in the Documentation.
3.3 Restricted Businesses and Activities. You may not use the Program to facilitate illegal Transactions or to permit others to use the Program for personal, family or household purposes. You may not use the Program to enable any person (including you) to benefit from any activities Stripe has identified as a restricted business or activity or we may inform you that Issuer has identified as a restricted business or activity (collectively, "Restricted Businesses"). Restricted Businesses include use of the Program in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by OFAC. In addition, you may not allow, and may not allow others to: (a) access or attempt to access non-public Stripe systems, programs, data, or services; (b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Program, Documentation, or our website except as expressly permitted by Laws; (c) act as service bureau or pass-through agent for the Program with no added value to Customers; (d) transfer any rights granted to you under this Agreement; (e) work around any of the technical limitations of the Program or enable functionality that is disabled or prohibited; (f) reverse engineer or attempt to reverse engineer the Program except as expressly permitted by Laws; (g) perform or attempt to perform any actions that would interfere with the normal operation of the Program or affect use of the Program by our other users; or (h) impose an unreasonable or disproportionately large load on the Program.
3.4 Compliance with Law. You must engage in the Program in a lawful manner and comply with all applicable Laws, which 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, and any other Laws.
3.5 Cards and Card Accounts.
(a) Generally. All Cards issued and provided to your Authorized Users and all corresponding Card Accounts are linked to your Program Account. Subject to this Agreement, Authorized Users may use Cards to make Charges on your behalf. When you request a Card, a separate Card Account is created for the Card and the Card is linked to the Card Account created in conjunction with the issuance of the Card. When your Authorized Users make a Charge and we approve it, Issuer will extend credit to you to fund the Charge, and you agree you will repay Issuer for the Charge in accordance with this Agreement. You acknowledge that Charges access your line of credit; they do not result in a corresponding debit to your Asset Account.
(b) Card Orders.
(i) Generally. You must submit to Stripe an initial Card order request via the Dashboard or API, unless you access the Program through a Platform Provider, in which case the Platform Provider will submit the Card order to Stripe on your behalf. Stripe will procure Cards based upon information contained in the Card order request. At your cost and expense, Stripe will (A) procure and ship Cards to the address specified in the order request and (B) re-distribute replacements of Cards reported as lost, stolen, or damaged, and (iii) provide Program materials to you.
(ii) Card Designs. All card designs, including logos, artwork, and written disclosures for physical cards, must be submitted for review and approval prior to distribution (similar to the Card order, Platform Providers will handle this process on behalf of their Platform Companies). Upon receipt of your submission, Stripe will review for consistency with this Agreement, Card Network Rules (including Card Network branding guidelines), Law and reputational considerations (collectively, the "Design Requirements"). In the event that Stripe cannot approve a proposed card design, Stripe will provide guidance on modifications necessary to comply with the Design Requirements. Please see the applicable Card Network's website for further information.
(c) Requesting Cards and Activation. Administrators may request additional Cards to be provided to Authorized Users through the Dashboard. Only Administrators will be allowed to request Cards and make changes to the Program Account and Cards on your behalf. Only Authorized Users may make Charges on Cards issued to you. Cards must be activated prior to their use. You can activate your Cards through the Dashboard. If you need further instructions, check with your Administrator. All Cards remain the property of Issuer and must be returned upon request. Issuer may cancel, revoke, repossess, or restrict the use of Cards at any time.
3.6 Limits and Available Spend.
(a) Generally. You may not make any Charge that would cause you to exceed or violate any of the limits set forth in this Section 3.6. Except as otherwise indicated in this Section, you may view these limits through the Dashboard.
(b) Total Spending Limit. When you open your Program Account, we will establish a "Total Spending Limit" for your Program Account, which will be the maximum aggregate amount available for Charges on your Program Account across all Cards and Card Accounts. Your initial Total Spending Limit will be based on the amount of assets in your Asset Account. We may increase or decrease your Total Spending Limit at any time, in our sole discretion, based on your Program Account and Transaction history, Asset Account, and related risk and credit considerations. You can request your Total Spending Limit any time by emailing us at email@example.com.
(c) Card Spending Limits and Daily Spending Limits. We or your Administrator may set, and adjust from time to time, a Card Spending Limit or a Daily Spending Limit for any Card under your Program Account.
(d) Available Spend. The aggregate amount available for Charges on Cards under your Program Account at any given time (the "Available Spend") will be the lesser of: (i) the amount of assets in your Asset Account, as determined by us in our sole discretion, minus the amount of any outstanding unpaid balance and holds on Cards under your Program Account; or (ii) the Total Spending Limit. In addition, the amount available for Charges on a particular Card will be subject to the Card Spending Limit and/or Daily Spending Limit (if any) for that Card.
3.7 Other Limits. We may establish limits on the types of merchants with which Authorized Users may make Charges. Administrators also may establish these limits. Further, we may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Program Account and/or Cards. We reserve the right to (i) decline to authorize any Charges that would cause you to exceed any applicable limit, (ii) decline to authorize Charges at merchants characterized by the Card Network or us as prohibited or restricted merchants, and/or (iii) decline to authorize Charges, reverse Charges, and/or suspend Cards for any other reason, including for violation of this Agreement, suspected fraud, or creditworthiness or Network Rules. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card. We further reserve the right to place a hold on a Card for any Charge. Where a hold is placed on a Card, the amount of the hold will reduce the Available Spend until the hold is released. We further reserve the right to prevent Cards from functioning outside of the United States.
3.8 International Use. In the event that Cards are used to make international Charges, Issuer will convert into U.S. Dollar the Charges made in a currency other than U.S. Dollar. We or the applicable Network will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the applicable Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.
3.9 Payment Terms.
(a) Account Statements. Your Transaction History and Account Statements will be available to you on the Dashboard.
(b) Amounts Due. On each Business Day, you must pay the total outstanding balance on your Program Account, which will include any amounts due for Charges made with your Cards and any fees, penalties, finance charges, and other amounts incurred through use of your Cards or posted to your Program Account (collectively, the "Amounts Due"). The Amounts Due include all Charges made by any person, regardless of whether a Card is physically presented for a Charge. You will pay us the Amounts Due, regardless of how they were incurred, for what they were incurred (including if they were incurred for a purpose not permitted under this Agreement), or who has incurred them. The Amounts Due and date on which the Amounts Due must be paid will be reflected on the Account Statement made available to you through the Dashboard. You agree to pay the Amounts Due in U.S. Dollars no later than the stated payment date.
(c) Method of Payment. You may pay the Amounts Due from any financial account (including your Asset Account). We will give you the option of authorizing us to debit automatically the Amounts Due from your Asset Account on each Business Day. If you would like to pay Amounts Due from an alternate payment source, please contact us. Unless you contact us to provide an alternate payment source, we will automatically debit the Amounts Due from your Asset Account on each Business Day and you hereby authorize us to initiate a debit from your Asset Account to pay the Amounts Due on each Business Day. If we are unable to successfully debit the Asset Account, or if we are notified that the Asset Account has insufficient funds to complete the debit, you hereby direct us to re-attempt to debit the Asset Account up to two additional times. You agree that we will have no liability if we cannot successfully debit the Asset Account or if the Asset Account has insufficient funds when we attempt (or re-attempt) to debit it. If we cannot successfully debit the Asset Account, or if the Asset Account has insufficient funds, you authorize us to debit any other Asset Account connected to your Program Account or other accounts held by you with Stripe, setoff funds you owe us from any future deposits to the Asset Account to the extent not prohibited by applicable Law, or take any action described in this Agreement or the Stripe Services Agreement. The exact time we debit the Asset Account for the Amounts Due may vary. If we are unable to successfully debit any of the foregoing accounts and fully satisfy Amounts Due when owed, we may suspend your ability to make any further Charges on any Cards in our sole discretion. Furthermore, you may be assessed returned payment fees related to any insufficient funds transaction.
3.10 Fees and Penalties. Stripe will provide the Program to you at the rates and for the fees described on the Pricing Page; provided that, Platform Companies may receive Program Services through their Platform Provider at other rates or fees disclosed by your Platform Provider. In addition to the fees, you are also responsible for any penalties imposed on you or Stripe in relation to your Program Account or your Authorized Users' Card Accounts. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and penalties for late or failed payments. All fees or penalties you owe are in addition to amounts owed for Charges on Cards and Card Accounts associated with your Program Account. We may change fees or penalties by providing you advance notice before revisions become applicable to you.
3.11 Reporting Errors or Disputing Charges. If you have a dispute with the product or service that is the subject of a Charge, you should contact the merchant or seller of that product or service to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the Charge by contacting Stripe or, in the case of a Platform Company, by contacting your Platform Provider and your Platform Provider will submit the chargeback through Stripe. You understand that we are subject to the Card Network Rules regarding chargebacks and may not be able to successfully chargeback the Charge. If you believe a Charge was unauthorized, or if you believe the Account Statement contains any errors, please contact Stripe (or, in the case of a Platform Company, your Platform Provider) immediately. You (or your Platform Provider) must report any Disputed Charge or error no more than 60 days after the Disputed Charge posted to your Program Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Disputed Charge and Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. We will review the information you submit in a commercially reasonable manner. To avoid late fees and sustained reduction to your Available Spend, you should pay the Disputed Charge while we determine the validity of the dispute. If the dispute is deemed valid, we will credit the Disputed Charge amount back to your Program Account. By accepting this Agreement, you assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to your Program Account.
3.12 Card Security and Responsibility for Charges. You and your Authorized Users are responsible for securing Cards, Card Account numbers and Card security features (including the CVV and PIN). You are responsible for Charges, fees and penalties resulting from any Authorized User's failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Transactions on Cards issued to you. If you or an Authorized User uses or allows someone else to use the Card or Card Account for any other purpose, you will be responsible for such use and may be required to reimburse us and the Card Network for all amounts or expenses paid by such entities as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Program Account and each Card and Card Account, and you agree to notify us immediately by contacting Stripe of any loss, theft or unauthorized use of your Program Account or any Card or Card Account. You understand that you are liable for the unauthorized use of your Program Account and all Cards and Card Accounts associated with your Program Account to the fullest extent permitted by Law. You are liable for all Transactions on your Program Account, unless: (a) the Transaction is successfully disputed through the Card Network transaction dispute process; or (b) an unauthorized Transaction occurs after Stripe has been successfully notified via the Dashboard or API that the applicable Card has been lost, stolen or compromised. You will be liable to Stripe for any fees, charges, costs, amounts, expenses or other Losses that result from your or your Authorized Users' actions or inactions.
3.13 Default; Failure to Pay; Collections. We may determine that your Program Account is in default and declare your total outstanding unpaid balance immediately due and payable on demand if: (a) you breach any provision of this Agreement, the Stripe Services Agreement or any other agreement that you have with Stripe; (b) you pose an unacceptable regulatory, reputational, or financial risk to us as determined by us; or (c) you do, or we believe you may, cease to exist or experience any event contemplated by Section 2.5. If we determine that your Program Account is, or is likely to be, in default, we may take any action we deem necessary, including decreasing your Total Spending Limit, adjusting your Card Spending Limit and/or Daily Spending Limits, ceasing to authorize Charges, refusing to issue new Cards, and/or deeming all amounts you owe immediately due. Subject to Law, you agree that we have the right to set-off or recoup any amount you owe on your Program Account and any Cards and Card Accounts associated with your Program Account or any claim we have related to this Agreement against or from your Asset Account. You also agree Stripe may exercise its rights under this Agreement against any Stripe Accounts you maintain with Stripe under the Stripe Services Agreement or other Stripe agreements, including without limitation, by authorizing us to debit or setoff funds you owe us from any amounts processed by us under the terms of the Stripe Services Agreement. You will pay any legal fees we incur and all other reasonable costs we incur while collecting amounts owed by you under this Agreement.
3.14 Closing Your Account. We may refuse to authorize any Charge or may close or suspend your Program Account or any Card at any time if we believe, in our sole discretion, that you or your Program Account present an unacceptable level of financial, reputational or regulatory risk, or we have been directed to do so by the Issuer. We may condition the reactivation of your Program Account or Cards upon payment of amounts owed or the establishment or replenishment of assets in your Asset Account. We may require you to provide financial and other information we deem necessary, including any information we need to comply with legal or regulatory requirements and our internal policies and procedures. If we do, you agree to provide the information to us. You may close your Program Account or any Card by providing notice to us (or your Platform) through the Dashboard or by contacting us. You must pay all amounts owed under this Agreement prior to such closure.
3.15 Authorized User Servicing.
(a) General. Except as otherwise provided in this Section or in Section 11 for Platforms, you will handle all inquiries regarding: (i) Card usage, (ii) lost, damaged or stolen Cards, and (iii) all other inquiries from Authorized Users. You agree to handle such inquiries in accordance with Law, including state and federal standards prohibiting unfair or deceptive acts or practices. Unless otherwise agreed to by Stripe, you may not outsource your obligations under this Section to any third party. Notwithstanding anything to the contrary in this Agreement, you agree to indemnify Stripe and Issuer for any claims brought by an Authorized User or other party due to your handling of inquiries.
(b) Complaint Handling. Each Company shall direct its Authorized Users to submit Complaints regarding the Program to firstname.lastname@example.org or forward any Complaints received from Authorized Users to Stripe at email@example.com. Platform Providers shall direct their Platform Companies to submit Complaints regarding the Program to firstname.lastname@example.org. All Complaints must be submitted to email@example.com within three (3) days of Company's/Platform Company's receipt. Complaints will be addressed consistent with Stripe's Complaint handling guidelines. (Complaints or feedback about the Program from an employee of your Company/Platform Company may be handled by you directly and do not need to be sent to firstname.lastname@example.org.)
(c) Training. You are responsible for ensuring that your employees and other representatives with responsibility for marketing and/or servicing Stripe Issuing for your customers, Authorized Users, and Program Account have read these terms, Marketing Guidelines and Complaint handling guidelines provided by Stripe, and any other guidance on managing the Program that we may provide from time to time.
3.16 Rewards Program
A Company or Platform Provider participating in the Program may decide to offer a Rewards Program in connection with Card Accounts associated with their Program Account (or, in the case of a Platform Provider, Platform Company Accounts). If offered, the terms and conditions of the Rewards Program will be found via linked terms here, and are incorporated herein by reference, or shall otherwise be posted on the Company or Platform Provider's website.
4. Terms for Your Authorized Users
4.1 Authorized User Terms. Your use, and if you are a Platform Provider, your Platform Companies' use, of Stripe Issuing is subject to you ensuring that all of your Authorized Users accept and comply with the User Terms. You are responsible to Stripe and Issuer for your Authorized User's compliance with the User Terms.
4.2 Using Cards. Authorized Users may only use Cards for bona fide business purchases and for valid and lawful purposes. Authorized Users may not use Cards for personal, family or household purposes. All Cards remain the property of the Issuer and must be returned upon request. Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including for violation of this Agreement, suspected fraud, or creditworthiness. We also may decline to authorize Charges at merchants characterized by the Card Network or us as prohibited merchants. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.
4.3 Card Account Holds. When an Authorized User uses a Card to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the amount of the final Transaction is unknown at the time of authorization, a hold may be placed on the Card Account for an amount equal to or in excess of the final Transaction amount. We also may place a hold on available funds in the Card Account for certain other Transactions. When a hold is placed on the Card Account, the amount of the hold will reduce the Available Spend until the hold is released.
4.4 Card Security. Authorized Users are responsible for securing Cards, Card Account numbers and Card security features (including the CVV and PIN).
4.5 Prohibited Persons. Each Authorized User must represent and agree it is not, at the time of Card activation, and will not become, subject to an OFAC list, or any Law, regulation, or other list of any government agency that prohibits or limits us from providing Card Accounts or Cards to the Authorized User or from otherwise conducting business with the Authorized User.
5. Data Protection and Security.
5.1 Data Protection. You represent, warrant, and agree that you are and will continue to be compliant with all applicable Laws governing the privacy, protection, security, confidentiality, and use of data that you provide to us or access or use in connection with the Program. You further represent, warrant, and agree that you have obtained and will maintain all necessary rights and consents under applicable Law to provide to us, and to allow us to collect, use, retain, and disclose, any Personal Data that you provide to us or authorize us to collect, including data that we may collect directly from Authorized Users. You are solely responsible for disclosing to Authorized Users that we may receive Personal Data from you. Additionally, where required by applicable Law or the Card Network Rules, we may delete or disconnect an Authorized User's Personal Data from your Program Account when requested to do so by the Authorized User. If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under Law and provide you with sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Authorized User.
5.2 Program Data. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of your Program Account, Card Accounts, Cards, Statements, and Charges without our express written consent. You may not disclose Program Data to others except in connection with processing Transactions and consistent with Laws and Card Network Rules.
5.4 Stripe's Security. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Account Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Card Network Rules when we handle Account Data and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Account Data and/or Personal Data in our possession. You provide Account Data and Personal Data to Stripe with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Program Account and related Card Accounts and Cards, to maintain the integrity and security of the Program or Data, or to prevent harm to you, us, Authorized Users, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.
5.5 Your Security. You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with Law and Card Network Rules and the standards and other requirements of the Payment Card Industry Security Standards Council (the "PCI Requirements") when accessing, handling or otherwise maintaining Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Program Account or terminate this Agreement. You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Program, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
5.6 Virtual Cards. Virtual Card details should be accessed from the Dashboard only. Should you use the API to retrieve Virtual Card details, or if Virtual Card information is exported from the Dashboard, you must store details in an encrypted manner. You may be considered a Service Provider (as defined in the PCI-DSS) if you are generating Virtual Cards on behalf of others, such as your users. Service Providers must achieve and maintain PCI-DSS compliance. If you are generating Virtual Cards for your own use, or for others in your organization to use, your organization may not be required to attain PCI-DSS compliance for issuing activity, but you remain responsible for securely storing Virtual Card details. Unauthorized transactions on Virtual Cards may not have dispute rights in certain circumstances.
5.7 Right to Audit. If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with Issuer.
6. Use of Trademarks & Marketing Guidelines.
6.1 Ownership. All intellectual property embodied in the Program and all Program Services offered by Stripe in connection with this Agreement shall constitute Stripe IP and, as between you and Stripe, shall be owned and licensed by Stripe as provided in the Stripe Services Agreement.
6.2 Use of Marks. If you choose to place your design, name, logo and other service marks ("User Marks") on the Cards or other materials related to the Program, you represent and warrant that you have, and during the term of this Agreement will retain, all right, title, and interest in and to the User Marks necessary for you to use the User Marks as you propose. You hereby grant to us, and any third party we engage to provide Card printing services ("Card Printer"), a fully paid-up, worldwide, non-exclusive license to use the User Marks on Cards and any Program materials during the term of this Agreement. Your use of Stripe Marks in connection with the Program is subject to the terms of the Stripe Services Agreement. In the event that a Platform Company seeks to use a Platform's User Marks on its Cards, or vice-versa, the Platform Provider or Platform Company placing the User Marks on the Cards makes the same representations and warranties under this Section and confirms its right to use such User Marks on its Cards. You will promptly provide further evidence of such rights if requested by Stripe.
6.3 Marketing of Stripe Issuing. You must follow the Stripe Issuing Card Marketing Guidelines (the "Marketing Guidelines"), as the Marketing Guidelines may be updated from time to time, when marketing or promoting the Program. The Marketing Guidelines contain requirements related to use of pre-approved marketing materials, permitted customization of marketing materials and approval process for certain materials, audit rights, training, and certain other requirements that apply to marketing by email.
Unless clearly stated elsewhere in this Agreement, we make no express or implied representations or warranties regarding the Program, including warranties of merchantability, suitability or fitness for a particular purpose, title to, non-infringement of any technology or intellectual property we provide, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim all representations and warranties that your Program Account, the Program, the Program Services, or the services any third party provides in connection with this Agreement, will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.
8. Limitation of Liability.
Under no circumstances will we or our respective Affiliates, employees, officers, directors, or service providers (each, an "Indemnified Party") be responsible or liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits, loss of revenue, loss of business opportunity, or other losses, for any personal injury or property damage, or for any other damages or losses arising out of, relating to, or in connection with this Agreement or your Authorized Users' use of Cards, even if such damages or losses are foreseeable and whether or not any Indemnified Party has been advised of the possibility of such damages or losses, including any damages or losses resulting from your use or inability to use your Program Account, Cards, or the Program Services or from the unavailability of the computer systems used by any Indemnified Party to provide the Program, your Program Account, Cards, or the Program Services to you. Without limiting the generality of the foregoing, (a) each Indemnified Party is not liable for, and hereby denies and disclaims responsibility for, any damages, harm, or losses to you arising out of or relating to hacking, tampering, or other unauthorized access to or use of your Program Account, Cards, or the Program Services or your failure to use or implement anti-fraud measures, security controls, or any other data security measures, (b) each Indemnified Party hereby further denies and disclaims responsibility for all liability, damages, and losses to you or others caused by (i) your access to or use of your Program Account inconsistent with this Agreement, or the instructions or other information any Indemnified Party may provide you with respect to your Program Account, (ii) any unauthorized access to or use of servers, infrastructure, or Data in connection with the Program Services, (iii) interruptions to or cessation of the Program Services, (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services, (v) any errors, inaccuracies, omissions, or losses in or to any Data provided to any Indemnified Party, (vi) third-party content provided by you, or (vii) the defamatory, offensive, or illegal conduct of others. To the extent any Indemnified Party is determined to be liable under this Agreement, you agree to limit any liability of the Indemnified Party under this Agreement to your direct and documented damages, and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on the liability of the Indemnified Parties will apply to you regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
You will, at your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys' fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by any such Indemnified Party, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit, brought by any third party, caused or incurred by, resulting from, arising out of, or relating to: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in this Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party's intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Law by you or any violation of Law or the Card Network rules caused by you; or (e) any other acts or omissions, including the acts or omissions of Administrators and Authorized Users.
This Section 9 does not and will not limit your responsibility and liability to us for any other amounts for which you are responsible pursuant to any other provisions of this Agreement.
10. Governing Law and Dispute Resolution.
10.1. Governing Law. Utah law, without regard to Utah's conflict of law principles, governs any claims or controversies arising out of this Agreement, your Program Account, Card Accounts, or use of Cards.
10.2 Dispute Resolution. The "Dispute resolution; Agreement to Arbitrate" provision of the Stripe Services Agreement is incorporated into this Agreement by reference, and applies to all disputes, claims and controversies between you and us that arise out of or relate to this Agreement.
11. Obligations of Platform Providers.
11.1 Application. This Section 11 applies to you to the extent you are participating in and using the Program as a Platform Provider.
11.2 Platform Company and Authorized User Acceptance of Terms.
(a) General. A Platform Provider may use the Program to permit Companies connected to its Platform (individually, a "Platform Company" and, collectively, "Platform Companies") to procure Cards for distribution to Authorized Users. Platform Providers must ensure that each Platform Company agrees to the terms of this Agreement and Platform Company's Authorized Users agree to the User Terms prior to using the Program and activating a Card. Platform Provider will provide proof as required by Stripe that each Platform Company has accepted this Agreement, and each such Authorized User has accepted the User Terms, as required by this Section. Stripe may require Platform Provider to alter the acceptance process if either Stripe or Issuer does not believe that Platform Provider's existing process creates a binding agreement among Stripe, Issuer and each Platform Company and/or Authorized User. Stripe, on behalf of Issuer, may review any fees Platform Provider charges its Platform Companies in connection with the Program for compliance with Card Network Rules and Law. For purposes of interpreting this Agreement, "you," "your," and "Company" shall be deemed to include Platform Companies, unless the context is otherwise specifically limited to Platform Providers and not applicable to Companies.
(b) Stripe Connect Platform Agreement. A Platform Company's integration and use of Stripe Connect with your Platform is subject to your acceptance of the terms and conditions of the Stripe Connect Platform Agreement. Pursuant to your Stripe Connect Platform Agreement with Stripe, you are solely responsible for providing Program Services to Platform Companies and, for this purpose, the term "Platform Services" in the Stripe Connect Platform Agreement is deemed to include Program Services and the term "Connected Accounts" is deemed to include your Platform Companies. In addition, you agree to provide your Platform Companies with the information that they would otherwise obtain through the Dashboard, including the information outlined in Sections 3.6(a) and 3.9(a), and provide us with the information that we would otherwise obtain from your Program Companies under this Agreement if they were directly connected to the Stripe Dashboard or otherwise required to provide a notice or information under this Agreement..
11.3 Marketing of Stripe Issuing. You must follow the Marketing Guidelines, as the Marketing Guidelines may be updated from time to time, when marketing or promoting the Program to Platform Companies connected to your Platform and/or their Authorized Users.
12.1 Relationship to Other Stripe Agreements. Your use of the Program is concurrently governed by the Stripe Services Agreement and other agreements that you may have with Stripe. In particular, each of the Dashboard, API, and your Program Account, Card Accounts, and Transaction management tools and services available to you in connection with your use of the Program is a "Service," as the term is defined and used in the Stripe Services Agreement. To the extent this Agreement conflicts with the Stripe Services Agreement, this Agreement will prevail, but solely as applicable to the Program Services.
12.3 Notices and Communications. You consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We (or your Platform Provider) may send notices to your Program Account through the Dashboard, or to the email addresses or phone numbers maintained in your Program Account.
12.4 Account Support. Stripe will provide you with support to resolve general issues relating to your Program Account and your use of the Program. 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 Stripe's website https://stripe.com/. The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us or, in the case of a Platform Company, your Platform Provider. Administrators and Authorized Users may reach customer service by contacting us online.
12.5 Severability. If any provision of this Agreement is determined by any court or governmental authority to be invalid, illegal, or unenforceable, this Agreement will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.
12.6 Assignment. We may transfer, sell, or assign your Program Account, associated Card Accounts, Cards, this Agreement or any other rights or obligations under this Agreement. You may not transfer, sell, or assign your Program Account, associated Card Accounts, Cards, this Agreement or any of your obligations under this Agreement to another person or entity without Stripe's prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
12.7 Updates to this Agreement and Related Matters. We may prospectively add to, delete, or amend this Agreement, the Marketing Guidelines, or the User Terms at any time. We reserve the right, subject to Law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement, the Marketing Guidelines, and/or the User Terms by posting such changes on our website or any other website we maintain or own or by delivering notice of changes to you electronically, and your continued use of the Program will constitute acceptance of any these amended or new terms.
12.8 Survival. All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement, including Sections 3.13 ("Default; Failure to Pay; Collections"), 3.15 ("Authorized User Servicing"), 5.1 ("Data Protection"), 5.2 ("Program Data"), 5.4 ("Stripe's Security"), 5.5 ("Your Security"), 5.7 ("Right to Audit"), 6.2 ("Use of Marks"), 7 ("Disclaimer"), 8 ("Limitation of Liability"), 9 ("Indemnification"), 10 ("Governing Law and Dispute Resolution"), 12.1 ("Relationship to Other Stripe Agreements"), 12.2 ("Entire Agreement"), 12.3 ("Notices and Communications"), 12.5 ("Severability"), 12.6 ("Assignment"), 12.7 ("Updates to this Agreement and Related Matters", 12.8 ("Survival"), 13 (Definitions); and any related terms in the Stripe Services Agreement.
12.9 Beta Services Terms
(a) Stripe may indicate that the Program Services 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 Program Services, "Beta Services"). Beta Services may be generally available in some countries while still classified as Beta in others. The Beta Services will continue to be subject to the Beta classification and this Section 12.9 until Stripe removes the classification.
(b) 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.
(c) Stripe does not guarantee service levels for Beta Services. Stripe may suspend your access (and, if you are a Platform Provider, your Platform Companies' access) to the Beta Services, including if Stripe reasonably believes that: (a) suspension of the Beta Services is required by Law; (b) continued provision of the Beta Services would cause Stripe to breach of any obligation Stripe owes to a third party; or (c) Stripe determines that continued provision of the Beta Services would give rise to an unacceptable security or privacy risk. Stripe also may terminate access to the Beta Services if Stripe, in its sole discretion, generally stops offering the Beta Services completely or in the applicable jurisdiction.
"Account Data" means personal or business information that Company and/or Platform Provider provides to Stripe to determine your eligibility for a Program Account, or to otherwise permit Stripe to provide the Program to you and to fulfill its responsibilities to Issuer. "Account Statement" means a report detailing Charges and other amounts owed on or credited to your Program Account. "Administrator" has the meaning assigned to it in Section 1. "Affiliate" means an entity that directly or indirectly controls, is controlled by or is under common control with another entity. "Authorized User" has the meaning assigned to it in Section 1. "Business Day" means any Monday through Friday, except for those that occur on a U.S. Federal holiday. "Card" means a business charge card issued by Issuer, linked to a Card Account, and enabled for Transactions over the Card Network. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number. References to "Card" or "Cards" in this Agreement includes the Card Account(s) linked to the Card or Cards. "Card Account" means a sub-account of a Program Account that is linked to a Card issued to you. "Card Network" means the payment card network operated by Visa or Mastercard. "Card Network Rules" means the operating rules, regulations and other requirements of the Card Networks. "Card Printer" has the meaning assigned to it in Section 6.2. "Charge" means the use of the Card to complete a Transaction. "Company" means the entity that has qualified for and established a Company Account and one or more Card Accounts. "Company Account" means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction Histories, and (d) inform you of fees and payments you owe. "Complaint" means any expression of dissatisfaction with a product, service, policy, or employee related to the Program except those expressions made by holders of Card Accounts who are employees of a Company. "Data" used without a modifier means all Personal Data, Account Data and Program Data. "Daily Spending Limit" means the maximum aggregate daily amount available for Charges on your Program Account across all Cards and Card Accounts. "Disputed Charge" means a Charge that you report as erroneous or unauthorized. "Issuer" means the Card Network principal issuing member(s) that participates in the Program, currently Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah. "Law" means all laws, rules and regulations applicable to you or us and/or your use of the Program Services. "MasterCard" means MasterCard International Incorporated. "Personal Data" means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Program. "Platform" or "Platform Provider" means a platform that Stripe has authorized to offer Platform Companies access to the Program Services. "Platform Account" means an account provided by Stripe and used by Platform Provider to issue Company Accounts for Platform Companies and Cards for their Authorized Users. "Platform Company" and "Platform Companies" have the meaning assigned in Section 11.2. "Principal Owners" means, with respect to a legal entity: (a) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions. "Program" means the program through which Issuer issues Cards and extends credit to you, and Stripe provides a Program Account, Cards, and Transaction management tools and services, in each case, for use by your Administrators and Authorized Users, as applicable. "Program Account" means a Company Account or Platform Account, as applicable. "Program Data" means information associated with eligibility criteria, your Program Account, Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, access credentials, Statements, records, regulatory compliance data, and any other information we use or generate to provide the Program Services to you, but does not include Personal Data. "Program Services" means the Program Account, Cards, Charges and payment processing for the Cards, Account Statements, Transaction Histories, and all other services provided to you by us in connection with the Program. "Stripe Services Agreement" has the meaning assigned in Section 1. "Transaction" means a request initiated by you to make a payment with a Card for the purchase of goods or services or to obtain a cash-advance at an ATM. "Transaction History" means the record of Charges, Transactions, and payments made on your Program Account. "Virtual Cards" means a virtual account number or code issued by Issuer and assigned to a Company Account that may be used by a Company or an Authorized User to conduct Transactions. "Visa" means, collectively, Visa U.S.A., Inc. and Visa International.