PLEASE READ THIS TERMINAL DESIGN FILE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE DOWNLOADING AND/OR USING THE STRIPE READER M2, BBPOS WISEPAD 3, and/or BBPOS WISEPOS E DESIGN FILE(S) (“DESIGN FILE”). BY DOWNLOADING AND/OR USING THE DESIGN FILE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
1. Definitions
“Stripe” means Stripe, Inc., a Delaware corporation and Stripe Payments Europe Limited, an Irish Corporation.
"You" and "your" means the entity or person who registered at stripe.com to create a Stripe account and receive certain payment processing, data, technology and analytics services, and other business services that may be offered by Stripe and its affiliates and who downloads and uses the Design File.
2. Permitted License Uses
2.1 License: Subject to the terms and conditions of this License, Stripe grants you a limited, non-exclusive, royalty-free, non-transferable (other than as allowed in this License), non-sublicensable (other than as allowed in section 2.2 below) license to reproduce and use the Design File to create and build accessories compatible with Stripe Reader M2, BBPOS WisePad 3, and/or BBPOS WisePOS E (“Stripe Reader”).
2.2 Sub-License: Stripe grants you non-exclusive, royalty-free, non-transferable right to You to grant sublicenses to a third party, solely to assist You in creating and building accessories compatible with Stripe Reader for Your use and for use by Your Connected Accounts. You will ensure any such third party receiving a sublicense will be bound by the same terms and conditions of this License. For purposes of clarity, you are not permitted to grant sub-licenses for any other reason or scope than allowed in this section 2.2.
2.3 Exclusions: This License does not allow you (and you agree not) to (a) use the Design File in any way other than in accordance with this License and the Mechanical Usage Guidelines; (b) use the Design File to build accessories other than for Your use and for use by Your Connected Accounts with Stripe Reader and with Stripe Terminal; (c) use the Design File to create a product competitive to Stripe Reader or Stripe Terminal.
3. Restrictions
3.1 Compliance with Law: You agree to use the Design File in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you access or use the Design File.
3.2 Acceptable Use: You agree to use the Design File to create accessories in accordance with the following restrictions: (a) You will only use the Design File in accordance with the Mechanical Usage Guidelines as provided with the Design File to You; (b) You will not use the Design File in a manner that is antithetical or detrimental to Stripe’s overall brand or reputation; (c) You will only use the Design File in accordance with Your Agreements with Stripe; (d) The Stripe Marks Usage Agreement (https://stripe.com/marks/legal) applies to your use of the Design File and this license does not grant You any rights to use the Stripe Marks on your designs, accessories, or packaging.
4. Trademarks
This License does not grant permission to use any Stripe trademark, service mark, trade name, product name, or other indicator of source, including on or in connection with your accessories. You will not imply any endorsement by Stripe of the accessories you design using the Design File or represent yourself as an authorized or approved seller or reseller of Stripe or Stripe compatible accessories.
5. Suspension; Termination
This License is effective until terminated. Stripe may at any time, without notice to you, suspend your ability to use the Design File if Stripe reasonably believes you have failed to comply with Sections 2 or 3 of this License. Your rights under this License will terminate automatically or otherwise not be effective without notice from Stripe if you fail to comply with any term of this License, which non-compliance is not remedied within 30 days after notice from Stripe. Upon the termination of this License, you must stop all use of the Design File and manufacture of any accessories created using the Design File. All provisions of this License that give rise to a party’s ongoing obligation will survive termination of this Agreement, including Sections 7 and 8.
6. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DESIGN FILE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STRIPE AND STRIPE’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DESIGN FILE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. STRIPE DOES NOT WARRANT THAT THE DESIGN FILE WILL MEET YOUR REQUIREMENTS, THAT ACCESSORIES MANUFACTURED USING THE DESIGN FILE WILL BE COMPATIBLE WITH OR NOT IMPEDE THE OPERATION OF THE STRIPE TERMINAL PRODUCTS, THAT THE DESIGN FILE WILL BE ERROR-FREE, OR THAT DEFECTS IN THE DESIGN FILE WILL BE CORRECTED. Some jurisdictions do not allow the exclusion of implied warranties or limitations on certain statutory rights, so some or all of the above exclusion and limitations may not apply to you.
7. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL STRIPE OR ITS AFFILIATES, AGENTS, OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, LOST PROFITS, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DESIGN FILE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF STRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL STRIPE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED $100.00 USD. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so part or all of this limitation may not apply to you.
8. General
8.1 Governing Law; Jurisdiction; Venue: This License will be governed by the laws of the State of California, without reference to rules governing choice of law. The parties irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located at San Francisco County, California, with respect to any claims, suits or proceedings arising out of or in connection with this License, and you and Stripe each agree not to commence or prosecute any claim, suit or proceeding other than in these courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens.
8.2 Assignment: Subject to Section 2.2., you may not assign this License, or any rights or licenses granted in this License, without Stripe’s prior written consent. If you wish to make an assignment, please contact Stripe (https://stripe.com/contact). Stripe may assign this License without your consent or any other restriction. If Stripe assigns this License, Stripe will provide reasonable notice to you.
8.3 Miscellaneous: If any provision of this License is determined by any court or governmental authority to be unenforceable, the parties intend that this License be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. The rights and remedies of the parties under this License are cumulative, and either party may enforce any of its rights or remedies under this License, along with all other rights and remedies available to it under law or in equity. No provision of this License will be construed against any party on the basis of that party being the drafter. The failure of either party to enforce any provision of this License will not constitute a waiver of that party’s rights to subsequently enforce the provision. This License constitutes the entire agreement and understanding of the parties with respect to the Terminal Device Software and supersedes any prior or contemporaneous understandings.