Stripe Partner Ecosystem Agreement

Last updated: October 27, 2021

This Stripe Partner Ecosystem Agreement (“Agreement”) is entered into between Stripe (defined in Section 10) and the entity accessing the Portal or electing to join the Stripe Partner Program (“Partner”). The terms of this Agreement apply to Partner’s participation in the Stripe Partner Ecosystem Program (“Program”). This Agreement takes effect on the date Partner clicks an “Accept” button or check box presented with this Agreement, or when Partner accesses the Portal, whichever occurs first (“Effective Date”).

The individual accepting this Agreement is doing so on Partner’s behalf and represents and warrants that he or she has authority to bind, Partner. Capitalized terms not defined inline have the meaning given them in Section 10 below.

1. STRIPE PARTNER ECOSYSTEM PROGRAM

1.1 Overview. The Program provides Partner with benefits based on the Program categories, partnership tiers and other terms described in the Portal or then-current version of Stripe’s Partner Page. Participation in the Program, including any of the Program tiers, benefits and activities, is optional. Where indicated, Partner access to certain tiers, benefits and activities may require Stripe’s invitation and acceptance, which Stripe may grant or deny in Stripe’s discretion.

1.2 Portal. Partner will have access to the Portal as part of the Program. Partner will allow only its authorized agents to access the Portal using its credentials. Partner is responsible for (a) anyone accessing the Portal with Partner’s credentials; and (b) anyone acting on Partner’s behalf in conjunction with the Program. Partner must use the Portal in accordance with this Agreement.

1.3 Changes to Program. Stripe may modify the Program in its sole discretion. Stripe will notify Partner via email (at the email address listed in Partner’s Portal account) or the Portal. Stripe will use commercially reasonable efforts to provide at least 30 days notice before Stripe discontinues or materially changes the Program. Partner is responsible for checking the Portal regularly for all other changes. Program changes are effective on the date the changes are posted.

1.4 Program Communications. Stripe may send Partner, using the email Partner provides, information about Stripe, the Program and other information that Stripe believes may be of interest to Partner. By creating an account on the Portal, Partner gives Stripe permission to send these communications to Partner and Partner’s agents who use the Portal. Stripe will only use Partner’s contact details for the purposes of the Program and for marketing Stripe’s Services to Partner.

2. BENEFITS FOR PARTNERS

2.1 Program Benefits. During the Term (defined in Section 8.1) and subject to Partner’s compliance with this Agreement and all applicable Program requirements, Partner will be entitled to receive and use the applicable benefits described in this Agreement and the Portal. Benefits may differ between Stripe partners as Stripe determines in its discretion. Partner’s access to or participation in certain Program categories or benefits may be subject to additional or separate terms, which Stripe will disclose to Partner. Partner must accept the additional or separate terms (if any) that apply to a Program benefit before accessing or using that benefit. All separate and additional terms are incorporated by reference into this Agreement, but will only apply to the benefit for which they were provided.

2.2 Stripe Materials. Stripe may provide to Partner various Stripe Materials, such as guidance on how to implement Stripe Services. Partner must only use Stripe Materials in accordance with the terms of this Agreement. Subject to the terms of this Agreement, Stripe grants to Partner a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Stripe Materials, solely to the extent described in the Portal during the Term. If the Stripe Materials are separately licensed, the terms of that license will apply to, and control in case of conflict with this Agreement as to, those Stripe Materials. Partner will promptly comply with all reasonable instructions and limitations relating to the Stripe Materials that Stripe communicates to Partner. Partner will not remove or in any manner alter any copyright, trademark, or other proprietary rights notice in the Stripe Materials.

2.3 Market Development Funds. Stripe may, at its discretion, provide to Partner marketing and promotional activity funding relating to Partner’s promotion of Stripe Services. Partner’s access to this funding is subject to this Agreement and all additional terms made available to Partner in the Portal (if any, and including eligibility requirements).

2.4 Co-Selling Support. Stripe may, at its discretion, support Partner’s sales efforts as they relate to Stripe Services, including by participating in joint sales activities and case studies, giving access to technical and marketing materials, or providing product and sales training. Partner represents that it has provided all necessary notices and obtained all necessary consents to allow Stripe, its Affiliates and Stripe-authorized business partners to use all information about prospects and leads that Partner refers to Stripe for Stripe’s marketing, sales, and other business purposes. Each party is responsible for its own costs and expenses in connection with its activities performed under this Agreement.

2.5 Payments to Partner. Amounts payable by Stripe to Partner (if any) will be set out in the applicable Program terms set out in the Portal.

2.6 Tax. Each party will be responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any related penalties or interest) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. Stripe may deduct or withhold any taxes that Stripe determines it is obligated to withhold from any amounts payable to Partner under this Agreement, and payment to Partner as reduced by such deductions or withholdings will constitute full payment and settlement to Partner of such amounts. Throughout Term, Partner will provide Stripe with any forms, documents, or certifications as may be required for Stripe to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

3. PARTNER RESPONSIBILITIES

3.1 Program Code of Conduct. While participating in the Program or marketing Stripe Services: (a) Partner must not make any misrepresentations to or mislead any third party; (b) Partner must avoid any conflict of interest or engage in any unethical conduct; and (c) Partner must not cause any reputational harm to the Program or Stripe. Partner represents that it will comply with the U.S. Foreign Corrupt Practices Act and similar Laws.

3.2 Partner Data; Representation and Warranty. Partner grants to Stripe a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify and display the Partner Data to carry out applicable Program activities, exercise Stripe’s rights and perform Stripe’s obligations under this Agreement and applicable Laws. Partner represents as of the Effective Date and warrants during the Term that (a) it has provided all required notices and has sufficient rights in the Partner Data to allow Stripe to process and use it as authorized under this Agreement (including as needed to permit cross-border transfers of personal data to Stripe); and (b) the Partner Data and its authorized processing by Stripe does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party (including rights under applicable Law regarding data protection and privacy). Partner must notify Stripe (via email sent to privacy@stripe.com) within 3 business days after receiving a request from a data subject exercising their rights under applicable Law.

3.3 Portal Use. Partner will ensure that its relevant employees are adequately trained on how to use and operate the Portal. Partner will consult the Portal regularly to receive Stripe communications and notices, including updates to policies, processes, and best practices.

4. CO-MARKETING

4.1 Stripe Marks. Stripe grants to Partner a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license during the Term to use (a) the Stripe Marks to identify itself as a Stripe Partner in the Program; and (b) Stripe Collateral as part of Partner’s marketing activities under this Agreement. When using the Stripe Marks and Stripe Collateral, Partner must comply with the Stripe Marks Usage Agreement and all other usage guidelines that Stripe provides to Partner in writing (if any, and including guidelines that Stripe provides in the Portal).

4.2 Partner Marks. Partner grants to Stripe a non-exclusive, non-transferable (other than as allowed in Section 9.4), non-sublicensable, worldwide, royalty-free license during the Term to use (a) Partner’s name and trademarks to identify Partner as a Stripe partner or participant in the Program; and (b) Partner’s Collateral as part of any marketing activities under this Agreement. This includes use (x) on Stripe’s webpages that identify Partners; (y) in Stripe’s sales and marketing materials and communications; and (z) in Stripe’s financial disclosure documents. When using Partner’s name and trademarks and Partner Collateral, Stripe will comply with trademark usage guidelines that Partner provides to Stripe in writing.

4.3 General. Nothing in this Agreement assigns or transfers ownership of any intellectual property rights to the other party. All rights not expressly granted in this Agreement are reserved. All goodwill generated from the use of the grantor party’s name and trademark will inure to the benefit of the trademark owner.

5. PRIVACY, SECURITY AND CONFIDENTIALITY

5.1 Privacy. If a party provides any Third-Party Data to the other party, the receiving party will process and use that Third-Party Data (a) in accordance with applicable Law; (b) as contemplated by this Agreement; and (c) in accordance with its own privacy policy. Each party will delete personal data it received from the other party upon the providing party’s or third party’s request, or as required by applicable Law.

5.2 Security. Partner must keep its Portal credentials secure and must notify Stripe immediately of unauthorized access to or use of its account.

5.3 Confidentiality. Each party and its Affiliates (“Receiving Party”) will protect the Confidential Information disclosed by the other party or its Affiliate (as “Disclosing Party”) using the same degree of care that Receiving Party uses to protect the confidentiality of its own confidential information (but not less than reasonable care). Receiving Party will (a) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and (b) except as Disclosing Party otherwise authorizes in writing, limit access to Disclosing Party’s Confidential Information to Receiving Party’s employees, agents and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with Receiving Party containing protections not materially less protective than those in this Agreement. If Receiving Party is required by Law (including filings made to national security exchanges, including the US Security Exchange Commission) or court order to disclose Confidential Information, then Receiving Party must, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by Receiving Party, Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. The Portal (including its content) are Stripe’s Confidential Information. Any data that Partner submits through the Portal will not be deemed to be Confidential Information, and will be covered by Section 3.2.

5.4 Exclusions. The restrictions and obligations in Section 5.3 will not apply with respect to any information that the Receiving Party documents: (a) is, through no improper action or inaction by the Receiving Party or its Affiliate, agent, consultant, or employee, generally available to the public; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party without breach of any obligation of confidentiality; or (d) was independently developed by the Receiving Party’s employees who have had no access to the information.

6. DISCLAIMER AND LIMITATION OF LIABILITY

6.1 No Warranties. To the maximum extent permitted by Law, Stripe provides the Stripe Materials, the Portal, Program Benefits, and the Program to Partner “as is” and without warranties of any kind. Stripe expressly disclaims all express and implied representations, warranties and statutory guaranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, lack of viruses, lack of errors, satisfactory condition, or quality with regard to the Stripe Materials, the Portal, Program benefits and the Program. This disclaimer also includes implied warranties or conditions arising from course of dealing, course of performance or usage of trade.

6.2 No Indirect Losses. Except for liability under Section 7, to the extent permitted by Law, each party excludes all liability, whether in contract, tort (including negligence) or otherwise, to the other party for any lost profits, revenue, or goodwill, or any indirect, incidental, consequential, punitive, special or exemplary damages arising in connection with this Agreement, even if advised of the possibility of these damages.

6.3 Limitation of Liability. Except for liability under Section 7 or arising out of a party’s breach of Section 5.3, to the extent permitted by Law, the aggregate liability of a party and its Affiliates to the other party and its Affiliates for direct damages arising in connection with this Agreement is limited to $250.

7. INDEMNIFICATION

7.1 Indemnification. Each party (the “Indemnifying Party”) will defend the other party, its Affiliates, and their directors, employees and agents (each, an “Indemnified Party”) against any claim brought by a third party (“Claim”) that the Indemnifying Party’s trademark or materials licensed under this Agreement infringes the copyright or trademark of a third party, and will indemnify the Indemnified Parties against resulting damages, fees (including attorneys’ fees), liabilities and costs awarded against the Indemnified Party or agreed to in a settlement by the Indemnifying Party (these amounts, “Losses”). Further, Partner (as the Indemnifying Party) will defend the Stripe Indemnified Parties against all Claims arising from Partner’s breach or alleged breach of Section 3, and will indemnify the Stripe Indemnified Parties against resulting Losses.

7.2 Process of Indemnification. The Indemnified Party must promptly notify the Indemnifying Party of the Claim for which the Indemnified Party seeks indemnification; however, any delay or failure to notify will not relieve the Indemnifying Party of its obligations under this Section 7.2 except to the extent it has been prejudiced by the delay or failure. The Indemnifying Party will have sole control and authority to defend and settle the Claim, but: (a) the Indemnified Party may participate in the defense and settlement of the Claim with counsel of its own choosing at its own expense; and (b) the Indemnifying Party will not enter into any settlement that imposes any obligation on the Indemnified Party (other than payment of money, which the Indemnifying Party will pay) without the Indemnified Party’s consent. If a Claim under Section 7.1 is made or threatened, the Indemnified Party will stop using allegedly infringing materials at the Indemnifying Party’s written request.

8. TERM AND TERMINATION

8.1 Term. This Agreement begins on the Effective Date and continues until terminated under Section 8.2 (the “Term”).

8.2 Termination. Either party may terminate this Agreement at any time, for any reason or no reason, on 30 days’ notice. If either party breaches a provision of this Agreement other than Section 5.3, the nonbreaching party may terminate this Agreement immediately on notice if the breaching party has not cured the breach within 14 days after receiving notice of the breach. Either party may terminate this Agreement immediately on notice if the other party breaches Section 5.3. This Agreement will automatically terminate on the date the Stripe Agreement expires or terminates.

8.3 Survival. Sections 2.6, 5.1, 5.3, 5.4, 6, 7, and this Section 8.3 will survive termination of this Agreement.

9. MISCELLANEOUS

9.1 Notices. Partner agrees that Stripe may give notices about the Program or under this Agreement by email, or posting the notice in the Portal.

9.2 Feedback. Partner or its Affiliates may provide suggestions, comments, or other feedback to Stripe or its Affiliates with respect to the Program or the Portal (“Feedback”). Feedback is voluntary, and Partner, on behalf of itself and its Affiliates, grants to Stripe and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit the Feedback for any purpose, including developing, manufacturing, promoting, selling and maintaining Stripe’s products and services. All Feedback is considered Stripe’s Confidential Information.

9.3 Governing Law and Venue. If Partner’s principal place of business is located in the United States, the laws of the state of California will govern this Agreement, without giving effect to its conflicts of law principles and each party irrevocably submits to exclusive personal jurisdiction; each party will bring all suits and actions under or in connection with this Agreement exclusively, in the courts located in San Francisco, California, and each party waives all objections to that jurisdiction and venue. If Partner’s principal place of business is located outside of the United States, the laws of Ireland will govern this Agreement and each party irrevocably submits to exclusive personal jurisdiction; each party will bring all suits and actions under or in connection with this Agreement exclusively, in the courts located in Ireland, and each party waives all objections to that jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

9.4 Assignment. Stripe may assign this Agreement, in whole or in part, at any time without notice. Partner may not assign this Agreement or transfer any rights under this Agreement or the Program without Stripe’s prior written consent. Any attempted assignment in breach of this Section 9.4 is void. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

9.5 Force Majeure. Neither party will be liable for any loss or damage to the other party, or delays in performance, to the extent caused by events over which the affected party has no reasonable control. The affected party will promptly notify the other of the force majeure event and will use commercially reasonable efforts to resume performance. The affected party will perform its obligations not performed due to a force majeure event as soon as reasonably possible after the event concludes.

9.6 Order of Precedence. If there is any conflict between the terms in the following list, the terms earlier in the list will prevail to the extent of the inconsistency (a) this Agreement; (b) terms in, or referenced in, the Portal; and (c) other terms incorporated by reference in this Agreement.

9.7 Construction and Interpretation. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. Unless stated, or context requires otherwise: (a) “days” means “calendar days”; and (b) references to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.” This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. This Agreement has been executed in English, which will be the sole and controlling language used to interpret or construe its meaning (except if otherwise required by Law).

9.8 Non-Exclusivity. This Agreement is non-exclusive, and either party may enter into any alliance, partnership, referral, resale, customer or other agreement with any third party at any time.

9.9 Relationship of the Parties. Each party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Partner remains solely responsible for all products and services it provides to its customers. The use of the term “partner” refers solely to membership in the Program and does not imply a legal partnership.

9.10 Reservation of Rights. Each party reserves all rights not expressly granted in this Agreement.

9.11 Cumulative Rights. The rights and remedies of the parties under this Agreement are cumulative, and each party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at law or in equity.

9.12 Waivers; Entire Agreement. No waiver of any breach will waive any other breach, and only written waivers are effective. This Agreement (a) is the parties’ entire agreement on Partner’s participation in the Program and supersedes all oral understandings, representations, prior discussions, letters of intent, or preliminary agreements to the extent related to this subject; and (b) may be modified only as expressly provided in this Agreement. Partner’s access to and use of Stripe Services is governed by the Stripe Agreement. Nothing in this Agreement modifies or supersedes the Stripe Agreement.

9.13 Right to Modify. Stripe may modify the Program or this Agreement at any time, solely with prospective effect. Stripe will notify Partner of modifications through the Portal or via email. If Partner does not agree to a modification, Partner must immediately stop participating in (and accepting any benefits from) the Program. Partner’s continued access to the Portal, or acceptance of any benefits of the Program, constitutes acceptance of the modified Program or Agreement.

10. DEFINITIONS

10.1 “Affiliate” means a legal entity that controls, is controlled by, or is under common control with a party.

10.2 “Collateral” means the images, documentation, case studies and similar materials that either Stripe or Partner provides to the other for use as part of any marketing activities under this Agreement.

10.3 “Confidential Information” means non-public information, know-how, and trade secrets in any form, that a reasonable person knows or reasonably should understand to be confidential based on the nature of the disclosure, or that Disclosing Party designates as confidential.

10.4 “Law” means all laws, rules, regulations and other binding requirements of any government or administrative body having jurisdiction over a party or the Program.

10.5 “Partner Data” means the data or content that Partner provides to Stripe in connection with the Program, including Partner’s account data; prospect, lead or referral information; and content Partner (including its agents) submit or post to the Portal.

10.6 “Portal” means the “Stripe Partner Portal” section of the Stripe Dashboard, or a successor site Stripe designates, which provides Program information, Program tiers, tools, information, Stripe Collateral, and Program policies.

10.7 “Stripe” means (a) Stripe, Inc., a Delaware corporation, if Partner’s principal place of business is located in the United States; or (b) Stripe Payments Europe, Ltd., an Irish company, if Partner’s principal place of business is located outside of the United States.

10.8 “Stripe Agreement” means Partner’s agreement (if any) with Stripe under which Partner is provided access to Stripe Services.

10.9 “Stripe Collateral” means the Collateral that Stripe makes available in the Portal.

10.10 “Stripe Marks” means Stripe’s marks as defined in the Stripe Marks Usage Agreement and made available to Partner in the Portal.

10.11 “Stripe Materials” means all materials provided or made available by or on behalf of Stripe to Partner in relation to the Program, including training, technical documentation and the Portal, and all modifications to, or derivative works of, these materials.

10.12 “Stripe Services” means the services that Stripe or its Affiliates offer to their users, including payment processing, data, and technology and services, and other business services.

10.13 “Third-Party Data” means information regarding a third party, including that related to a identified or identifiable natural person and Partner Data.