Last updated: December 15, 2023
These Stripe Terminal Use Terms (“Use Terms”) apply solely to the use of Stripe Terminal Products by users who receive Stripe Terminal Products from Amazon.com, Inc., or one or more of its affiliated entities, (collectively, “Amazon”) to support the use of Amazon’s Just Walk Out (“JWO”) offering (“JWO Users”). These Use Terms incorporate by reference and supplement the Connected Account Agreement between you and Stripe, and all applicable sets of Stripe Terminal service terms available at www.stripe.com/legal (“Stripe Terminal Terms”) (collectively, the “Stripe Agreement”). For clarity, the Stripe Terminal Purchase Terms, and not these Use Terms, will apply to JWO Users’ purchases, if any, of Stripe Terminal Products directly from Stripe through the Stripe Dashboard. To the extent that there is a conflict between the Stripe Agreements and these Use Terms in relation to JWO Users’ use of the Stripe Terminal Products as part of the JWO program, these Use Terms will prevail.
The JWO User of the Stripe Terminal Products (“you” and “your”) is the entity indicated as the owner of the Stripe account to which a Stripe Terminal Product is registered at the time of its use (for example, the operation of a Stripe Terminal Product that has been registered to your Stripe account), and “Stripe”, “us”, “our”, or “we” refers to the Stripe entity that sells Stripe Terminal Products in the region in which you originally received the applicable Stripe Terminal Products, as stated in the table below.
Region | Stripe entity |
---|---|
United States | Stripe, Inc. |
Canada | Stripe Payments Canada, Ltd. |
Australia | Stripe Payments Australia Pty Ltd. |
European Economic Area, United Kingdom, and Switzerland | Stripe Payments Europe, Ltd. |
New Zealand | Stripe New Zealand Limited |
Singapore | Stripe Payments Singapore Pte. Ltd. |
By using the Stripe Terminal Products (as defined in Section A.1 below), you agree to these Use Terms, as may be updated or modified by Stripe from time to time, without notice to you. Your use of the Stripe Terminal Products after we publish any updates or changes to these Use Terms online, constitutes acceptance of these updates or changes. Do not use any Stripe Terminal Products if you do not understand or agree to these Use Terms, or your company is prohibited from legally using Stripe Terminal Products.
Section A. Stripe Terminal Products
1. Key Concepts
As used in these Use Terms, a “Stripe Terminal Product” has the meaning ascribed to it in the Stripe Terminal Services Terms available at https://stripe.com/legal/terminal, and includes physical Point of Sale (POS) devices, accessories, components, and spare parts, and Terminal Device Software (see Section A.12 below). The Stripe Terminal Products are intended to be used in conjunction with the Stripe Terminal Services (defined in the Stripe Terminal Services Terms). We provide publicly available support resources to help resolve general issues relating to the Stripe Terminal Products. This 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 our website (collectively, “Documentation”).
2. Geographic Availability
Stripe Terminal Products are sold in a limited number of countries, and we may restrict or prevent the use of the Stripe Terminal Products in a country other than the country in which you originally received the Stripe Terminal Products. You must not circumvent any geographical availability requirements that we apply to the Stripe Terminal Products.
3. End Users
a. You may only use the Stripe Terminal Products for your own use. You may not resell, rent, lease or distribute Stripe Terminal Products, or allow a third party to operate Stripe Terminal Products. The foregoing limitations will not apply to the extent prohibited by Law.
b. Without limiting any of your other obligations under these Use Terms, you shall promptly notify Stripe upon becoming aware of any breach of these Use Terms, and shall cooperate with Stripe to address and resolve such breach.
4. Use of Stripe Terminal Products
a. You must use Stripe Terminal Products in a manner that is consistent with the terms of the Stripe Agreements.
b. You must ensure that only competent trained employees (or persons under their supervision) are allowed to operate or use Stripe Terminal Products and that adequate security measures are put in place to safeguard Stripe Terminal Products and data collected by and held on Stripe Terminal Products.
c. You must only use Stripe Terminal Products for the purpose for which they are provided and in accordance with all relevant Documentation.
d. If you ship Stripe Terminal Products, you must package the products appropriately and sufficiently to avoid damage caused in transit as a result of insufficient packaging.
e. You must use Stripe Terminal Products in compliance with all applicable laws, rules, and regulations and other binding requirements or standards of a regulator or other governmental agency or entity with jurisdiction over your use of Stripe Terminal Products (collectively, “Law”). For example, you may be required to comply with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising.
5. Restrictions
You must not, and must not enable or permit any third party to:
a. ship a Stripe Terminal Product outside of the country in which you originally received it for use, except that you (or a third party) may ship a Stripe Terminal Product that you originally received in the European Economic Area or Switzerland to another country in the European Economic Area or Switzerland;
b. use a Stripe Terminal Product in any country other than the country in which you originally received it for use, except as otherwise expressly pre-approved by Stripe in writing, except that you (or a third party) may use a Stripe Terminal Product that was originally received in the European Economic Area or Switzerland in another country in the European Economic Area or Switzerland but only if we support Stripe Terminal in that country (found on https://stripe.com/docs/terminal/fleet/placing-orders or as otherwise communicated to you by Stripe in writing);
c. where a Stripe Terminal Product is registered to a location, move the Stripe Terminal Product to a new location without registering the device to its new location and downloading the local device configuration;
d. represent, or use any technical measures in an attempt to represent, that the location of a Stripe Terminal Product is a location different from its actual physical location;
e. use a Stripe Terminal Product to enable any party (including you) to benefit from any activities Stripe has identified as a restricted business or activity as listed at https://stripe.com/restricted-businesses. Restricted businesses include use of the Stripe Terminal Products in or for the benefit of a country, organization, entity, or person embargoed, blocked or on a sanctions list identified by any government, government body or supranational body;
f. (i) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of a Stripe Terminal Product, Documentation, or our website except as expressly permitted by applicable Law; (ii) transfer any rights granted to you under these terms unless otherwise agreed between you and Stripe in writing; (iii) work around any of the technical limitations implemented in a Stripe Terminal Product or enable functionality that is disabled or prohibited; (iv) reverse engineer or attempt to reverse engineer a Stripe Terminal Product except as expressly permitted by applicable Law; (v) perform or attempt to perform any actions that would interfere with the normal operation of a Stripe Terminal Product or impact the use of the Stripe Terminal Products by other users; or (vi) impose an unreasonable or disproportionately large load on the Stripe Services.
g. distribute a Stripe Terminal Product by any means to any person or entity you know or ought reasonably to know intends to use the Stripe Terminal Product for benchmarking or similar testing purposes;
h. remove or change any copyright, trademark, trade name, logo, or other notice, legend, symbol, or label appearing on or in the Stripe Terminal Products, or otherwise change the packaging of the Stripe Terminal Products or the labeling of the Stripe Terminal Products or their packages, unless Stripe preapproves that removal or change in writing; or
i. disclose to third parties Terminal Device Software except in accordance with these Use Terms and the Terminal Device EULA (defined in Section A.12 below).
6. Limitation on Use - Commercial Purposes Only
The Stripe Terminal Products may be used for commercial purposes only, and you must not use, or allow any other person to use, the Stripe Terminal Products for personal, family, or household use.
7. Unauthorized or Illegal Use
If we suspect or know that you are using or have used Stripe Terminal Products for unauthorized, fraudulent, or illegal purposes, or in a manner that exposes you, Stripe, or others to risks unacceptable to Stripe, we may limit or disable the functionality of your Stripe Terminal Products, until such time as you demonstrate to our reasonable satisfaction that our suspicion was unfounded, or you provide us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.
8. Export
The Stripe Terminal Products may be subject to foreign export control Law and must be purchased, exported, transferred, and used in compliance with all applicable export Law. Stripe does not claim and does not guarantee that the Stripe Terminal Products you receive for use in a particular country will be appropriate or available for use in any other country or comply with applicable Law governing export, import, or foreign use. You must comply with all international and national export controls Law, and the end user, end use and destination restrictions imposed by any country, that apply to the Stripe Terminal Products you receive and use in accordance with these Use Terms.
9. Installation, Updates, and Maintenance; Use with Third-Party Products
a. You are responsible for installing, integrating and maintaining the Stripe Terminal Products, which includes updating the Terminal Device Software as may be required by Stripe or the original equipment manufacturer (OEM) from time to time under the Terminal Device EULA. Stripe will not be obligated to provide services or support for any Stripe Terminal Product that contains an outdated version of the Terminal Device Software.
b. Use of the Stripe Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Stripe Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
10. Ownership and Rights
These Use Terms do not grant any rights or licenses in the Stripe Terminal Products other than as expressly stated in these Use Terms and the Terminal Device EULA. As between you and Stripe, Stripe and its licensors exclusively own all rights, title and interest, including all copyrights (including rights in derivative works), moral rights, rights of publicity, patents, trade secrets, trademarks, service marks, logos and designs, trade secrets, and other intellectual property rights, in and to the Stripe Terminal Products. All rights not expressly granted are reserved by Stripe. Any use of Stripe’s trademarks must be in accordance with the Stripe Marks Usage Agreement available at https://stripe.com/marks/legal.
11. Feedback
You may choose or we may invite you to submit comments or ideas about improving the Stripe Terminal Products. If you submit comments or ideas to us, you agree that your submission is voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the comments and ideas under law, contract or otherwise. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any comments and ideas you submit to us, and that we are free to use your comments and ideas without any attribution or compensation to you.
12. Software License Terms
For the purposes of these Use Terms, the terms of the online end user Software License Agreement located at https://stripe.com/legal/terminal-device-eula (“Online EULA”) are amended as follows:
a. The last sentence of the recital of the Online EULA (i.e. beginning with “IF YOU HAVE RECENTLY PURCHASED…”) is hereby deleted in its entirety;
b. all instances of the phrase “shipped to” in Sections 1, 10.1.a., and 10.1.b. of the Online EULA are hereby deleted in their entirety and each replaced with “received in”;
c. the phrase “shipped by or on behalf of Stripe or its affiliate” in Section 3 of the Online EULA is hereby deleted in its entirety and replaced with “received in”;
d. the phrase “and its licensors” is hereby inserted immediately following the phrase “to you, by Stripe” in the second sentence of Section 4.4 of the Online EULA; and
e. the last sentence of Section 5.3 of the Online EULA (i.e. beginning with “You may also make…”) is hereby deleted in its entirety.
The Terminal Device Software is defined in and licensed under the terms of the Online EULA, as amended by this Section A.12 (“Terminal Device EULA”). You, and your use of Stripe Terminal Products, must comply with the Terminal Device EULA.
Section B. General Terms
1. Disclaimer
The Stripe Terminal Products are provided as-is and with all faults. Stripe, its affiliates, and the respective employees, directors, agents, licensors and service providers of Stripe and each Stripe affiliate (each a “Stripe Party” and together the “Stripe Parties”) provide no express or implied warranties or conditions, and Stripe disclaims and excludes any implied terms, representations, warranties, and conditions with respect to the Stripe Terminal Products, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, satisfactory quality and non-infringement, as well as any other implied warranties, such as warranties regarding data loss, availability, accuracy, functionality and lack of viruses. These disclaimers will apply except to the extent applicable Law does not permit them. Any warranties, guarantees, or conditions that cannot be disclaimed as a matter of law, but which may be limited in duration, last for one year from the date on which Amazon (or its authorized buyer) first received the relevant Stripe Terminal Product following its (or its authorized buyer’s) purchase of that Stripe Terminal Product from Stripe.
You acknowledge and agree that Stripe is not providing you with any warranty on the Stripe Terminal Products, and further acknowledge and agree that to the extent any such warranty exists, it is (a) provided solely by Amazon, who provided you with the relevant Stripe Terminal Products, and (b) contained within the terms and conditions of your independent agreement with Amazon.
2. Limitation of Liability
a. Under no circumstances will any Stripe Party be responsible or liable whether in contract, tort (including negligence), under statute or otherwise to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Stripe Terminal Products or for the unavailability of the Stripe Terminal Products, for lost profits, personal injury to the extent allowed by applicable Law, or property damage, or for any other damages arising out of, in connection with, or relating to these Use Terms or your use of the Stripe Terminal Products, even if those damages are foreseeable, and whether or not you or the Stripe Parties have been advised of the possibility of those damages except as provided in Section B.2.b. The Stripe Parties are not liable whether in contract, tort (including negligence) under statute or otherwise, and further deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Stripe Terminal Products. The Stripe Parties are not liable, and further deny responsibility for all liability and damages to you or others whether in contract, tort (including negligence), under statute or otherwise caused by (i) your or your employees’, agents’, contractors’, end users’, and other personnel’s access or use of the Stripe Terminal Products inconsistent with the Documentation; (ii) any unauthorized access of servers, infrastructure, or data used in connection with the Stripe Terminal Products; (iii) interruptions to or cessation of the Stripe Terminal Products; (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Stripe Terminal Products; (v) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (vi) third-party content provided by you or your employees, agents, contractors, end users, and other personnel; or (vii) the defamatory, offensive, or illegal conduct of others. The foregoing limitations will not apply to the extent prohibited by applicable Law.
b. Except to the extent prohibited by applicable Law, you agree to limit any additional liability whether in contract, tort (including negligence), under statute or otherwise not disclaimed or denied by the Stripe Parties under these Use Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed US$1000.
c. Nothing in these Use Terms operates to exclude or limit liability for (i) death or bodily injury; or (ii) fraud or willful misconduct, to the extent that doing so would contravene applicable Law.
3. Disclosures and Notices; Electronic Signature Consent
Stripe can provide notices regarding the Stripe Terminal Products (“Notices”) to you through our website or through the Dashboard, or by mailing Notices to the email or physical addresses identified in your Stripe Account. Notices may include notifications about the Stripe Terminal Products or other information we are required to provide to you. Electronic delivery of a Notice will have the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you 24 hours after the time a Notice is either posted to our website or emailed to you.
4. No Agency
Nothing in these Use Terms serves to establish a partnership, joint venture, employment, or agency relationship between you and us. You will have no authority to enter into any agreement on Stripes’ behalf or in Stripe’s name or otherwise bind Stripe to any agreement or obligation.
5. Force Majeure
Neither party will be liable for any nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay any amounts owed to Stripe under these Use Terms.
6. Your Liability For Third-Party Claims Against Us
a. Without limiting, and in addition to, any other obligation that you may owe under these Use Terms, you are at all times responsible for the acts and omissions of your employees, directors, contractors and agents, to the extent they are acting within the scope of their relationship with you.
b. You agree to defend each Stripe Party against any claim, suit, demand, loss, liability, damage, action, or proceeding (each a “Claim”) brought by a third party against a Stripe Party, and you agree to fully reimburse the Stripe Parties for any Claims that results from: (i) your breach of any provision of these Use Terms; (ii) negligent or willful misconduct of you, your employees, contractors, or agents; or (iii) contractual or other relationships between you and any third party, including your customers.
7. Representations and Warranties
By accepting these Use Terms, you represent and warrant that (a) you have the authority to execute and perform the obligations required by these Use Terms; (b) you will comply with all Law applicable to your business and use of the Stripe Terminal Products; (c) your employees, directors, contractors and agents will at all times act consistently with these Use Terms; and (d) you will not use the Stripe Terminal Products, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Stripe Terminal Products or the Stripe Terminal Services.
8. Governing Law; Intellectual Property Disputes
a. Governing Law: These Use Terms will be governed by and construed in accordance with the laws of the region in which you originally received the Stripe Terminal Products for use. Specifically, the following laws, notwithstanding any conflicts of law rules to the contrary, will apply for Stripe Terminal Products originally received in:
- (i) the United States: the laws of the state of California;
- (ii) Canada: the laws of the Province of British Columbia and federal Laws of Canada applicable in British Columbia;
- (iii) the United Kingdom, Switzerland or the European Economic Area: the laws of Ireland;
- (iv) Australia: the laws of Victoria;
- (v) New Zealand: the laws of Auckland, New Zealand; and
- (vi) Singapore: the laws of the Republic of Singapore.
b. Intellectual Property Disputes: In the event that there is a dispute, claim or controversy arising out of or relating principally related to either party’s intellectual property (an “IP Claim”), each party agrees to bring the IP Claim before the courts listed below (“Courts”) that are located in the country in which the Stripe Terminal Products were originally received. The parties irrevocably consent to the exclusive jurisdiction and venue of the applicable Courts, and you and Stripe each agree not to commence or prosecute any IP Claim other than in the applicable Courts. You and Stripe each waive all defenses of lack of personal jurisdiction and forum non-conveniens. Specifically, the following courts are the applicable Courts for IP Claims as well as the enforcement of awards described in Section B.9.d below for Stripe Terminal Products originally received in:
- (i) the United States: the United States District Court for the Northern District of California;
- (ii) Canada: the Federal Court in Vancouver, British Columbia;
- (iii) the United Kingdom, Switzerland or the European Economic Area: the courts of Ireland in a location in Dublin;
- (iv) Australia: the courts located in Melbourne, Australia;
- (v) New Zealand: the courts located in Auckland, New Zealand; and
- (vi) Singapore: the courts located in the Republic of Singapore.
9. Dispute Resolution
a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Use Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Use Terms, but specifically excluding any IP Claim (which will be resolved in litigation in accordance with Section B.8 above), will be determined by arbitration and the arbitrator will apply the law as stated in Section B.8.a above:
- (i) for Stripe Terminal Products originally received in the United States, in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Use Terms. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of these Use Terms.
- (ii) for Stripe Terminal Products originally received in Canada, in Vancouver, British Columbia, administered by the International Centre for Dispute Resolution under its International Arbitration Rules, as amended by these Use Terms. The number of arbitrators will be one. The arbitrator will have the authority to award any remedy or relief that a court could order or grant. The arbitrator will have no authority to decide claims on a class action or collective action basis.
- (iii) for Stripe Terminal Products originally received in the United Kingdom, Switzerland or the European Economic Area, in Dublin, Ireland administered by arbitration in accordance with the JAMS International Arbitration Rules as amended by these Use Terms. The tribunal will consist of a sole arbitrator. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator will have the authority to award any remedy or relief that a court could order or grant. The arbitrator will have no authority to decide claims on a class action or collective action basis.
- (iv) for Stripe Terminal Products originally received in Australia, in Melbourne, Australia administered by arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules as amended by these Use Terms. The seat of arbitration will be Melbourne, Australia. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction.
- (v) for Stripe Terminal Products originally received in New Zealand, in Auckland, New Zealand administered by arbitration in accordance with the SIAC Rules as amended by these Use Terms. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction; and
- (vi) for Stripe Terminal Products originally received in Singapore, in Singapore administered by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (“SIAC Rules”), which are deemed to be incorporated by reference into this subsection (vi), except to the extent they conflict with these Use Terms. The tribunal will consist of one arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction. Nothing in this section will preclude either party to apply for urgent interlocutory relief from any court of competent jurisdiction. A person who is not a party to these Use Terms will have no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of the terms of these Use Terms.
b. Either party may commence arbitration by providing the other party and the applicable arbitration authority above (where required or allowed) a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The language of the arbitration will be English.
c. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Use Terms will affect the right of any party to serve process in any other manner permitted by applicable Law.
d. Class Waiver: To the fullest extent permitted by applicable Law, each of the parties agrees that any dispute arising out of or in connection with these Use Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Use Terms or any of the transactions contemplated between the parties.
e. Provision of an Award: Subject to the limitations of liability identified in these Use Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the applicable Law as determined under Section B.8.a above. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Use Terms. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by the applicable Courts as determined under Section B.8.b above. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
f. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Use Terms, the arbitrators will award to the prevailing party, if any, the costs and legal/attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
g. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Law. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration under these Use Terms, except as required by applicable Law or except if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
h. Conflict of Rules: In the case of a conflict between the provisions of Section B.8 and the rules governing arbitration identified in Section B.8.a, the provisions of this Section B.8 will prevail. If any provision of these Use Terms to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by applicable Law and all the other provisions will remain valid and enforceable.
10. Assignment
You may not assign, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Use Terms or any rights or obligations under these Use Terms, without the prior written consent of Stripe. Any purported assignment, transfer, delegation, or disposal by you without Stripe’s prior written consent will be null and void. Stripe may assign any of its rights and obligations under these Use Terms without your prior written consent. These Use Terms will be binding upon and will inure to the benefit of you and Stripe and their respective successors and permitted assigns.
11. Entire Agreement
These Use Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Stripe for your use of the Stripe Terminal Products. Except where expressly stated otherwise in a writing executed between you and Stripe, these Use Terms will prevail over any conflicting policy or agreement for your use of the Stripe Terminal Products. These Use Terms set forth your exclusive remedies with respect to the Stripe Terminal Products. If any provision or portion of these Use Terms is held to be invalid or unenforceable under applicable Law, then it will be reformed and interpreted to accomplish the objectives of that provision to the greatest extent possible, and all remaining provisions of these Use Terms will continue in full force and effect.
12. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under these Use Terms are cumulative, and either party may enforce any of its rights or remedies under these Use Terms, along with all other rights and remedies available to it under applicable Law or in equity. No provision of these Use Terms will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. To be enforceable, a waiver must be in writing and signed by the waiving party. The failure of a party to enforce any provision of these Use Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.
13. Survival
Provisions in these Use Terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) will survive termination of these Use Terms.