Network International Financial Services Terms

Last updated: February 16, 2021.

These Network International Financial Services Terms (“Network International Terms”) are additional terms applicable to the Payment Processing Services for Visa and Mastercard products for which Network International, LLC (“Network International”), is a Payment Method Acquirer (“VM Payment Processing Services”). In these Network International Terms, Visa and Mastercard may be referred to individually as a “Network” and collectively as the “Networks.” Any terms used but not defined in these Network International Terms will have the meaning provided in the Stripe Services Agreement (“Agreement”).

These Network International Terms constitute a legal tripartite agreement among you, Stripe, and Network International. The legal agreement is formed by Stripe and Network International’s offer of these terms to you, your acceptance of these terms, and Stripe and Network International’s subsequent provision of the VM Payment Processing Services to you. You understand that Stripe or Network International may enforce any provisions of these Network International Terms or the Agreement that relate to your use of the VM Payment Processing Services. Stripe or Network International may also terminate these Network International Terms at any time at its individual sole discretion without the requirement of obtaining a court order in this regard, which may limit or terminate your ability to use the VM Payment Processing Services. Further, either Network may, at any time for any reason, terminate these Network International Terms with respect to the VM Payment Processing Services for its products.

You must accept all of the terms and conditions of these Network International Terms to use the VM Payment Processing Services. If you do not accept them, you may not use the VM Payment Processing Services.

1. Purpose of these Network International Terms

When you process Visa or Mastercard Transactions through a particular Payment Method Acquirer, applicable Network Rules require that you enter into a direct contractual relationship with the Payment Method Acquirer. These Network International Terms constitute your direct contractual relationship with Network International, which is a member of the Networks, and as provided in Section C.1 of the Agreement, a Payment Method Acquirer for Visa and Mastercard Transactions. However, by using the VM Payment Processing Services you are not establishing a depository or other account with Network International.

Network International is not responsible for the provision of any Services or your use of any Services for your business. Network International is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the VM Payment Processing Services; however, as described in Section 13, you may contact Network International in the event that you are unable to resolve any complaints directly with Stripe. You are solely responsible for providing support to your Customers for all issues related to your products and services.

2. Compliance with Network Rules

Where you use the VM Payment Processing Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in the Agreement, including the Network Rules applicable to acceptance of Visa and Mastercard branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposits). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of these Network International Terms. Without limiting the foregoing, you specifically agree to:

a. Only submit Transactions authorized by the cardholder;

b. Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Restricted Business;

c. Submit a Transaction for the full amount owed by the Customer for the Transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the Transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);

d. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of payment cards, and not discourage the use of one payment card brand over another;

e. Not impose surcharges or taxes (except where permitted by Law) and, where so done, you will only collect such amounts as part of the submitted Charge;

f. Only use Networks’ logos or marks in a manner permitted by the Network Rules;

g. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules and by Network International);

h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and PCI PA-DSS (Payment Application Data Security Standard), as applicable, only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data;

i. Audits and inspection of you and your Charge and Transaction activity by the Networks and Network International, which may include either or both of a desktop review and one or more on-site visits;

j. Make clear to Customers that they are transacting with you prior to, during, and after the Transaction, including providing clear statement descriptors;

k. Use all reasonable methods to resolve disputes with your Customers, including those resulting in a chargeback, and not attempt to recharge a Customer for the Transaction unless authorized by the Customer; and

l. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

3. Authorization for Handling of Funds

Network International receives funds from the Networks for your Charges (“Settlement Funds”), and Network International is responsible for disbursement of your Settlement Funds in accordance with these Network International Terms and your instructions or instructions issued by your agent on your behalf. You agree to designate and authorize Stripe as your agent to initiate holds, receipts, and disbursements of Settlement Funds, and to instruct Network International as to how, when, and to whom disbursements of Settlement Funds should be made. You agree that Network International’s obligations to settle funds to you are satisfied upon transfer of the Settlement Funds to you (or to any applicable recipient that you have instructed Stripe to make a disbursement to on your behalf) per your explicit request and authorization through Stripe as your agent. Network International may periodically make information available to you through Stripe regarding anticipated funds settlement from the Networks. This settlement information does not constitute or give rise to a deposit or other obligation owed by Stripe or Network International to you. Any settlement information communicated to you is for reporting and informational purposes only.

Settlement Funds will be held in pooled merchant funds accounts pending disbursement of the funds to you (or to any applicable recipient that you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including these Network International Terms. You agree that you are not entitled to any interest or other compensation associated with the Settlement Funds held by Network International, have no right to directly instruct Network International to distribute Settlement Funds, and may not assign any interest in any Settlement Funds held at or by Network International. You agree that you are not entitled to access, and have no ownership or other rights in, the Settlement Funds prior to such funds being credited to your Payout Account (or to the account of any applicable recipient that you have instructed Stripe to make a distribution to on your behalf).

Any authorizations set forth in these Network International Terms will remain in full force and effect until your Stripe Account is closed or terminated.

4. Sharing of Data

a. You authorize Stripe to provide any Data, including User Data or Payment Data, to Network International, the Networks, to credit reference agencies, fraud and AML screening agencies and other relevant governmental bodies to (i) provide the services described in these Network International Terms to you, (ii) comply with legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with legal, payment network, or regulatory obligations, Network International may provide any Data to law enforcement, payment networks, or regulators (as the case may be).

b. You agree that you will not (i) use the Payment Data for any purpose other than to support the VM Payment Processing Services, (ii) use the Payment Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Data to anyone other than Network International or the Networks (as applicable), or to a government authority in response to a valid government request. Further, you agree that you will at all times comply with the PCI Standards with respect to Payment Data and will indemnify and hold Network International harmless for any violation or breach of the PCI Standards, including, any fines, fees or assessments by any Networks imposed upon you, Network International, or Stripe.

5. Right to Amend; Term and Termination

a. Network International has the right to change or add to these Network International Terms at any time. Stripe will provide you with Notice of any changes in accordance with the terms of the Agreement. Your use of the VM Payment Processing Services, API, or Data after a change has taken effect constitutes your acceptance of the terms of the modified Network International Terms.

b. These Network International Terms are effective contemporaneously with the Agreement and will continue so long as you use the VM Payment Processing Services. These Network International Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VM Payment Processing Services and/or these Network International Terms may be terminated at any time by Network International upon notice to you and without the requirement of obtaining a Court order in this regard.

6. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to Network International and Stripe that you (a) are legally able to enter into these Network International Terms, (b) will not use the VM Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) will only use the VM Payment Processing Services in a manner consistent with the Agreement, including these Network International Terms, the Documentation, and the Network Rules.

7. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Network International, and their respective employees, directors, agents, and affiliates (collectively, the “Network International Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or these Network International Terms; (b) your use of the VM Payment Processing Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Payment Method Providers, or third parties; (d) your negligence or willful misconduct or the negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations the Network International Entities incur as a direct or indirect result of your acts or omissions (including indemnification of any Network, card issuer, or intermediary bank).

8. Disclaimer of Warranties

ANY SERVICES DESCRIBED IN THESE NETWORK INTERNATIONAL TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO THE NETWORK INTERNATIONAL ENTITIES AS THEY DO TO STRIPE. THE NETWORK INTERNATIONAL ENTITIES (A) ARE NOT RESPONSIBLE FOR YOUR OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (B) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, STRIPE, OR ANY THIRD PARTY.

9. Limitations on Liability

In no event will the Network International Entities be liable for any lost profits, lost revenue, lost business opportunity, loss of Data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including these Network International Terms, or the Services described in either, including the use of, inability to use, or unavailability of Services provided by Stripe. Under no circumstances will the Network International Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or your Stripe Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.

The Network International Entities assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (b) any misuse of the Services or Data; (c) any interruption or cessation of transmission to or from the Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in the Services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.

The Network International Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate the amount of fees or compensation actually received by Network International from Stripe for the Transactions processed for you through the VM Payment Processing Services during the two (2) month period immediately preceding the event that gives rise to the claim for liability. The limitation of liability in the preceding sentence will not apply to claims by you against any Network International Entities for direct damages for failure to disburse Settlement Funds in accordance with Section 3 of these Network International Terms, in which case the Network International Entities’ liability for such direct claim by you is limited to the amount of any Settlement Funds that Network International failed to disburse in accordance with Section 3 of these Network International Terms. This limitation of liability section applies regardless of the legal theory that your claim is based, including contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if you, Stripe or Network International has been advised of the possibility of such damage.

The foregoing will apply to the fullest extent permitted by Law in the applicable jurisdiction.

10. Restrictions on Usage

You may not use the VM Payment Processing Services from, or on behalf of persons or entities (a) in a country embargoed by any member state of the European Economic Area, the United Arab Emirates or the United States, or (b) blocked or denied by any member state of the European Economic Area, the United Arab Emirates or the United States. You further acknowledge and agree that you will not use your Stripe Account and/or the VM Payment Processing Services for illegal Transactions or in connection with illegal activity of any kind. Unless otherwise explicitly stated, the VM Payment Processing Services are solely for use by individuals, companies, or other entities located (as defined under Law and Network Rules) in the United Arab Emirates.

11. Dispute Resolution

All disputes between you and Network International under these Network International Terms are subject to the laws of the Emirate of Dubai and Federal Laws of UAE.

12. Waiver

The failure of Network International to assert any of its rights under these Network International Terms will not be deemed to constitute a waiver by Network International of its rights to enforce each and every provision of these Network International Terms.

13. Network Compliance and Disclosure

Stripe is registered as a Payment Facilitator by Network International. You may contact Network International by writing to PO Box 4487, 1st Floor ENBD Building, Al Barsha 2, Dubai, United Arab Emirates.

a. Important Network International Disclosures: Network International discloses that (i) it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under these Network International Terms; (ii) it must be a principal (signer) to these Network International Terms; (iii) it is responsible for educating you on pertinent Network Rules with which you must comply, but this information may be provided to you by Stripe; (iv) subject to Section 3 of these Network International Terms, with respect to Transactions processed through the VM Payment Processing Services, it is responsible for and must disburse Settlement Funds at your instruction or instructions from your agent; and (v) with respect to Transactions processed through the VM Payment Processing Services, it is responsible for all funds held in reserve with Network International that are derived from your Settlement Funds.

b. Your Responsibilities: You agree that, at all times throughout the term of these Network International Terms, you will (i) comply with data security and storage obligations, including the PCI Standards, in using and maintaining Payment Data; (ii) maintain fraud and chargeback rates acceptable under the Network Rules; (iii) review and understand the terms of these Network International Terms; and (iv) comply with Network Rules.

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