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Last Updated: May 11, 2021
Welcome to Stripe Issuing.
The Stripe Issuing Payout Card is a commercial prepaid debit card issued under the Stripe Issuing Payout Card Program and pursuant to this Stripe Issuing Payout Card User Agreement (this "Agreement") between you and Stripe. The Stripe Issuing Payout Card is issued by the Issuer, and the Program is managed by Stripe, Inc., a Delaware corporation ("Stripe").
1. Introduction.
As used in this Agreement, "we", "us" or "our" refers to Stripe. 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. The Program is provided to you 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 meanings 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, and you may authorize employees, representatives and other persons, as permitted by Stripe, to use the Cards to make purchases and other Transactions on your behalf for business purposes (you, in such capacity, and together with any such other persons, "Authorized Users"). You must appoint a person to manage your participation in the Program (an "Administrator"), including managing how Authorized Users may use Cards.
2. Opening a Program Account.
2.1 Registration. You must provide information identifying your company and its Principal Owners, and other information we require, when opening your Program Account. You represent and warrant that this information is accurate and complete, 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 you agree that you will not become, subject to a U.S. Office of Foreign Asset Control ("OFAC") list or other government agency list or any Law 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. You acknowledge that we may use any of your identifying information and Data to screen and monitor you from time to time to determine whether you are included on any OFAC or other government agency list or otherwise in accordance with our obligations under any Laws. If you appear on any OFAC or other government agency list, we may immediately terminate your participation in the Program and your use of the Program Services.
2.2 Account Opening. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify, and record information that identifies you when a Program Account is opened for you. What this means for you: In connection with opening your individual Program Account, we will ask you for your name, street address, date of birth, and other information that will allow us to identify you. We also may ask to see your driver's license or other identifying documents from you.
3. Participating in, Using, and Managing the Program.
3.1 Restricted Businesses and Activities. You may not use the Program to enable any person (including you) to benefit from any activities Issuer has identified as, or otherwise determined is, a restricted business or activity (collectively, "Restricted Businesses").
3.2 Compliance with Law and Card Network Rules.
(a) Generally. You, your Administrator, and Authorized Users must engage in the Program in a lawful manner and comply with all applicable Laws and the Card Network Rules. You, your Administrator, and Authorized Users must not take or fail to take any action that would cause us to violate or be in violation of applicable Laws and the Card Network Rules. Applicable Laws and the Card Network Rules 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.
(b) Money Transmission. Program funds are held by Stripe Payments Company in a pooled, non-interest-bearing account for the benefit of Stripe users. As a result, certain of the Program Services constitute money transmission under applicable Laws. To the extent that the Program Services constitute money transmission or similarly regulated services, such Program Services will be provided to you by Stripe Payments Company. Please review the Stripe Payments Company Terms carefully, as they set forth the terms and conditions applicable to the Program Services provided by Stripe Payments Company. You agree you are subject to and bound by, and will comply with, the Stripe Payments Company Terms, as they may be modified, supplemented, or replaced from time to time, in connection with your participation in and use of the Program.
3.3 Cards.
(a) Generally. All Cards issued and provided are linked to your Program Account. When a Transaction is initiated and we approve it, the approved Transaction will result in a corresponding debit to your Program Account. No overdraft or credit features or protections will be provided or otherwise made available in connection with the Program. Therefore, if a Transaction is initiated for an amount that exceeds the amount of funds available in your Program Account, the Transaction will be declined.
(b) Card Orders.
(i) Generally. You, either directly or through the Platform, must submit to Stripe Card order requests via the Dashboard or Platform-provided API. Stripe will procure Cards based upon information contained in the Card order request. At either the Platform's (if applicable) or your cost and expense, Stripe will (A) procure and ship Cards to the address specified in the Card order request, (B) re-distribute replacements of Cards reported as lost, stolen, or damaged, and (C) 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. Upon receipt of your submission, Stripe will review for consistency with this Agreement, Issuer's requirements, the Card Network Rules (including any 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 or Platform-provided API. Only Administrators will be allowed to request Cards and make changes to the Program Account and Cards on your behalf. Only Authorized Users may initiate Transactions on Cards issued to you. Cards must be activated prior to their use, either through the Dashboard, or if you access the Program through a Platform, through a Platform-provided API. If you need further instructions, check with your Administrator.
3.4 Limits and Available Spend. Since no credit or overdraft features or protections will be provided or otherwise made available in connection with the Program, you may not, and you must ensure that an Authorized User does not, initiate any Transaction that would cause you to exceed or violate any applicable Card limits or that would cause you to overdraft your Program Account. Except as otherwise indicated in this Section, you may view these limits through the Dashboard, or if you access the Program through a Platform, through a Platform-provided API.
3.5 Other Limits. We may establish limits on the types of merchants with which Authorized Users may initiate Transactions. Administrators also may establish these limits. Further, we may restrict the maximum amount of any particular Transaction and the number of Transactions allowed for your Program Account and/or Cards. We reserve the right to (a) decline to authorize any Transaction that would cause you to exceed any applicable limit, (b) decline to authorize Transactions at merchants characterized by the Card Network or us as prohibited or restricted merchants, and/or (c) decline to authorize Transactions, reverse Transactions, and/or suspend Cards for any other reason, including for violation of this Agreement or the Card Network Rules or for suspected fraud. We are not responsible for losses resulting from declined or reversed Transactions. 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 prevent Cards from functioning outside of the 50 states of the United States of America and the District of Columbia (the "Territory").
3.6 Funding Account. Your Stripe Treasury Financial Account ("Funding Account") will be used to load and reload your Program Account. Funds can be loaded and reloaded in your Funding Account by you or the Platform. You hereby authorize us to initiate debits from and credits to your Funding Account and to your Stripe Account in connection with your activities under the Program in order to fund your Program Account. If we are unable to successfully debit the Funding Account, or if we are notified that the Funding Account has insufficient funds to fund the Program Account to complete the debit, you hereby direct us to re-attempt to debit the Funding Account up to two additional times. You agree that we will have no liability if we cannot successfully debit the Funding Account or if the Funding Account has insufficient funds when we attempt (or re-attempt) to debit it. If we cannot successfully debit the Funding Account, or if the Funding Account has insufficient funds, you authorize us to debit your Stripe Account, set off funds you owe us from any future deposits to the Funding Account or the Stripe Account to the extent not prohibited by applicable Law, or take any action permitted under this Agreement or the Stripe Services Agreement. The exact time we debit the Funding Account or Stripe Account may vary. If we are unable to successfully debit any of the foregoing accounts, we may suspend your ability to initiate any further Transactions in our sole discretion. Furthermore, you may be assessed returned payment fees related to any insufficient funds transaction. You authorize the commingling of funds deposited in your Program Account with other funds. Stripe will return any funds deposited to your Program Account to you upon: (i) termination of your Program Account, (ii) return or destruction of all Cards issued to you, and/or (iii) full performance of your payment obligations to us.
3.7 Fees and Penalties. Unless paid by the Platform, you are responsible for any penalties imposed on you, Stripe, or Issuer in relation to your Program Account or your Cards. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and other fees and penalties. All fees or penalties you may owe are in addition to amounts owed for Transactions on Cards associated with your Program Account. We may change fees or penalties from time to time by providing you advance notice before such changes become applicable to you.
3.8 Default; Failure to Pay; Collections. We may determine that your Program Account is in default and declare any amounts due in connection with this Agreement immediately due and payable on demand or place a hold on the Program Account and/or any Card 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 A.2.d of the Stripe Services Agreement. If we determine that your Program Account is, or is likely to be, in default, we may take any action we deem necessary. 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 associated with your Program Account or any claim we have related to this Agreement against or from your Funding 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 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 all legal fees and other reasonable costs and expenses we incur while collecting amounts owed by you under this Agreement.
3.9 Closing Your Account. We may refuse to authorize any Transaction, may suspend or close your Program Account or any Card, or may terminate this Agreement 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 replenishment of funds in your Program 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 through the Dashboard or by contacting us. You must pay all amounts owed under this Agreement prior to such closure.
3.10 Authorized User Servicing.
(a) General. All inquiries regarding the Program Services, including as related to (i) Card usage and (ii) lost, damaged, or stolen Cards, will be handled by the Platform.
(b) Complaint Handling. All Complaints regarding the Program must be submitted to the Platform or issuing-complaints@stripe.com within three (3) days of your receipt thereof. Complaints will be addressed consistent with Stripe's Complaint handling standards.
3.11 Stripe Use of Third Parties. You acknowledge and agree that Stripe may use any third party to perform or provide all or any part of the Program Services.
4. Data Protection and Security.
4.1 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.
4.2 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, Cards, Statements, and Transactions without our express written consent. You may not disclose Program Data to others except in connection with processing Transactions and consistent with Laws and the Card Network Rules.
4.3 Use of Data by Us. Stripe processes, analyzes, and manages Data to: (a) provide the Program to you and other users; (b) mitigate fraud, financial loss, or other harm to you, other users, and Stripe; (c) fulfill our obligations to regulatory authorities and Issuer; and (d) analyze, develop, and improve our products, systems, and tools. Stripe provides Data to third parties, including Issuer and Card Printer, and their respective Affiliates, as well as to Stripe's Affiliates, to allow us to provide the Program to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Stripe's use of Data for the purposes and in a manner consistent with this Section 4.3. We will only use Account Data and Personal Data as required to provide the Program to you and Authorized Users, to fulfill our obligations to regulatory authorities, to fulfill Stripe's obligations to Issuer, and in accordance with the Stripe Privacy Policy. Protection of Data is very important to us. The Stripe Privacy Policy, the terms of which you have agreed to in the Stripe Services Agreement, explains how and for what purposes we collect, use, retain, disclose, and safeguard Data provided to us in connection with the Program. Notwithstanding anything to the contrary in this Section 5.3 or the Stripe Privacy Policy, Stripe may retain all Data for a period of five (5) years following the termination of the applicable Program Account or for such longer period as may be required by applicable Law.
4.4 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 the 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 access, misuse, or disclose 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 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 any losses you incur that may result from such actions.
4.5 Your Security. You are solely responsible for the security of any Data on or in your website, your servers, or your possession, or that you are otherwise authorized to access or handle. You will comply with Law and the Card Network Rules and the standards and other requirements of the PCI Security Standards Council, including the PCI DSS, as they may be modified, supplemented, or replaced from time to time (collectively, the "PCI Requirements"), in each case to the extent applicable to you, when accessing, handling, or otherwise maintaining Data, and you 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.
4.6 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.
5. Use of Trademarks & Marketing Guidelines.
5.1 Use of Marks. If you choose to place your design, name, logo, or 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 any Cards and Program materials during the term of this Agreement. You will promptly provide further evidence of all right, title, and interest contemplated by this Section if requested by Stripe.
5.2 Marketing of Stripe Issuing. You must follow the Stripe Issuing Card Marketing Guidelines, as such guidelines may be modified, supplemented, or replaced from time to time (the "Marketing Guidelines"), when marketing or promoting the Program to your Authorized Users. The Marketing Guidelines contain requirements related to use of pre-approved marketing materials, permitted customization of marketing materials, and the approval process for certain materials, audit rights, training, and certain other requirements that apply to marketing by email.
6. Disclaimer.
In addition to those representations and warranties disclaimed by Stripe in the Stripe Services Agreement, 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.
7. 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, 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 Data in connection with the Program Services or (iii) any errors, inaccuracies, omissions, or losses in or to any Data provided to any Indemnified Party. 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 in addition to those provided in the Stripe Services Agreement.
8. Responsibility for Losses.
You agree you are fully responsible and liable for any and all Credit Losses. This Section 8 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.
9. Indemnification.
In addition to any indemnification obligations under the Stripe Services Agreement, you will, at your own cost and 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, 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 any 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 10 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. General.
10.1 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 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.
10.2 Entire Agreement. This Agreement, together with the Stripe Services Agreement and the other agreements that you may have with Stripe, the Privacy Policy, and the Stripe Payments Company Terms, constitutes the complete understanding of you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
10.3 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.
10.4 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.
10.5 Assignment. We may transfer, sell, or assign your Program Account, Cards, this Agreement, or any other rights or obligations under this Agreement. You may not transfer, sell, or assign your Program Account, 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.
10.6 Updates to this Agreement and Related Matters. You acknowledge that the Program is being initially offered to you in a "beta" or "limited availability" phase. For that reason, Stripe reserves the right to change, discontinue, and/or modify features and benefits of the Program, and even discontinue your access to the Program, if Stripe reasonably believes a change, modification or termination to be necessary or appropriate. We may prospectively add to, delete, or amend this Agreement, the Marketing Guidelines, or Authorized 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 Authorized User terms 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 such amended or new terms.
10.7 Survival. All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement, including Sections 3.8 ("Default; Failure to Pay; Collections"), 3.10 ("Authorized User Servicing"), 4.1 ("Data Protection"), 4.2 ("Program Data"), 4.4 ("Stripe's Security"), 4.5 ("Your Security"), 4.6 ("Right to Audit"), 5.1 ("Use of Marks"), 6 ("Disclaimer"), 7 ("Limitation of Liability"), 9 ("Indemnification"), 10.1 ("Relationship to Other Stripe Agreements"), 10.2 ("Entire Agreement"), 10.4 ("Severability"), 10.5 ("Assignment"), 10.6 ("Updates to this Agreement and Related Matters"), 10.7 ("Survival"), 11 ("Definitions"), and any related terms in the Stripe Services Agreement.
11. Definitions.
"Account Data" means personal or business information that Company and/or Platform provide to Stripe to determine your eligibility for a Program Account, or to otherwise permit Stripe to provide the Program to you or to fulfill its responsibilities to Issuer. "Account Statement" means a report detailing Transactions and other amounts owed on, debited from, or credited to your Program Account. "Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with another entity. "Business Day" means any Monday through Friday, except for those that occur on a U.S. federal holiday. "Card" and/or "Stripe Issuing Payout Card" means a Card Network-branded commercial prepaid card (which may include physical prepaid cards, physical stored value cards, and any tokenized, encrypted, or digitized form of such cards) issued by Issuer that enables an Authorized User to make payments from your Program Account. "Card Networks" means the payment card networks operated by Visa® and/or Mastercard®. "Card Network Rules" means the operating rules, regulations, and other requirements of the Card Networks. "Company" means the entity that has qualified for and established a Program Account. "Complaint" means any expression of dissatisfaction with a product, service, policy, or employee related to the Program except those expressions made by holders of Cards who are employees of a Company. "Credit Losses" means (a) fees, fines, penalties, charges, assessments, costs, expenses, or other amounts that result from chargebacks, excessive Transaction activity, non-compliance with the PCI Requirements, violation of the Card Network Rules, dispute resolution management costs or assessments, and any similar fee, fine, penalty, charge, assessment, cost, expense, or other amount of any nature imposed by any Card Network Rules or a Card Network; (b) chargebacks; (c) partial or complete reversal of erroneous Transactions, Transaction cancellation, and any similar Transaction reversal; (d) any losses, claims, breaches, suits, damages, liabilities, costs, charges, 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, in connection with your participation in and use of the Program, including those caused by, resulting from, or related to: (1) your failure to (A) pay amounts owed by you to Stripe, or (B) perform under this Agreement; (2) the termination, cessation, or discontinuation of the Program Services due to your breach of this Agreement; and (3) your fraud or fraudulent practices. "Data" used without a modifier means all Personal Data, Account Data, and Program Data. "Issuer" means the Card Network principal issuing member(s) that participates in the Program, currently Sutton Bank, an Ohio-chartered, Federal Deposit Insurance Corporation-insured bank located in Attica, Ohio. "Law" means all laws, rules, and regulations applicable to you or us and/or your use of the Program Services. "Mastercard" means Mastercard Incorporated, Mastercard Worldwide, Inc., and 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" means a platform that Stripe has authorized to offer you access to the Program Services. "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 Stripe Issuing Payout Card Program through which Issuer issues Cards to you, and for which 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" 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 Transactions on Cards, (b) establish subaccounts, (c) provide Transaction Histories, and (d) inform you of fees and payments you owe. "Program Data" means information associated with eligibility criteria, your Program Account, Cards (including CVVs and PINs), Administrators, Authorized Users, Transactions, access credentials, Account 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 (a) Transaction authorization, processing, clearing, and settlement, and all accounting related to Cards; (b) helpdesk and technical support; (c) data capture and reporting and information management services; (d) Card and Transaction dispute processing and resolution, and any other informal disputes or resolutions as needed from an Authorized User; (e) fraud prevention and security; and (f) any other services necessary to effectuate the Program or as required by a Card Network from time to time. Program Services include provision of the Program Account, Cards, Account Statements, Transaction Histories, and all other services provided to you by us in connection with the Program. "Transaction" means a transaction initiated by you to make a payment with a Card for the purchase of goods or services or to obtain cash at an ATM. "Transaction History" means the record of Transactions and payments made on your Program Account. "Visa" means Visa, Inc.