These PNC Bank Financial Services Terms (“Member Bank Terms”) are additional terms applicable to the Payment Processing Services for Visa and Mastercard products for which PNC Bank, N.A. (“Member Bank”) is a Payment Method Acquirer (“VM Payment Processing Services”). In these Member Bank Terms, Visa and Mastercard may be referred to individually as a “Network” and collectively as the “Networks.” Additionally, for purposes of these Member Bank Terms, if you are registered with a Network pursuant to applicable Network Rules, you are considered “Network Registered.” Any terms used but not defined in these Member Bank Terms will have the meaning provided in the Stripe Services Agreement (“Agreement”).
These Member Bank Terms constitute a legal agreement among you, Stripe, and Member Bank, a national bank, with offices at The Tower of PNC Plaza, 300 Fifth Avenue, Pittsburgh, PA 15222. The legal agreement is formed by Member Bank’s and Stripe’s offer of these Member Bank Terms to you, your acceptance of these Member Bank Terms, and Member Bank’s and Stripe’s subsequent provision of VM Payment Processing Services to you. These Member Bank Terms are offered to you, and the legal agreement established by these Member Bank Terms becomes effective as provided in the table below.
|For all users of the VM Payment Processing Services, except Network Registered users||These Member Bank Terms become effective only when you process more than $1 million in Transactions on a Network within any twelve-month period. Importantly, the $1 million threshold for effectiveness of these Member Bank Terms is set by each Network, and either Network may change its threshold for effectiveness of these Member Bank Terms at any time with no notice to you. Until you process more than $1 million in Transactions on a Network (or such other processing thresholds as may be established by either Network), these Member Bank Terms are not effective, and you do not have a direct legal agreement with Member Bank with respect to the VM Payment Processing Services.|
|For Network Registered users of the VM Payment Processing Services||These Member Bank Terms become effective when you process your first Transaction on a Network.|
You understand and agree that Stripe or Member Bank may enforce any provisions of the Agreement that relate to Stripe or Member Bank’s provision of or your use of the VM Payment Processing Services, and you acknowledge that you are directly responsible to Member Bank under the Agreement for any liability to Member Bank caused by your breach of the Agreement. Stripe or Member Bank may also terminate these Member Bank Terms at any time, 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 Member Bank Terms with respect to Payment Processing Services for its products.
You must accept all of the terms and conditions of these Member Bank Terms to use the VM Payment Processing Services. If you do not accept them, you may not receive VM Payment Processing Services.
1. Network Compliance and Disclosure
a. Important Member Bank Disclosures: Member Bank discloses that (i) it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under these Member Bank Terms; (ii) it must be a principal party to these Member Bank Terms; (iii) it is responsible for educating you on the Network Rules with which you must comply, but this information may be provided to you by Stripe; and (iv) subject to Section 4 of these Member Bank Terms, with respect to Transactions processed through the VM Payment Processing Services, it is responsible for and must provide the Settlement Funds (as defined below) that it receives to Stripe (or Stripe’s designated financial services provider) for Stripe’s distribution to you; and (v) with respect to Transactions processed through the VM Payment Processing Services, Stripe is responsible for all funds that may be held in reserve that are derived from your Settlement Funds.
b. Your Responsibilities: In addition to any other responsibilities set forth in these Member Bank Terms, you agree that, at all times throughout the term of these Member Bank Terms, you will (i) comply with the PCI Standards in using and maintaining Payment Data; (ii) maintain fraud and chargebacks rates acceptable under the Network Rules; (iii) review and understand the terms of these Member Bank Terms; and (iv) comply with the Network Rules and Laws.
Stripe is registered as a Payment Facilitator by Member Bank. You may contact Member Bank by writing to PNC Bank, N.A., Attn: Acquiring BIN Sponsorship, 2009 Beltline Road, Decatur, AL 35601.
2. Purpose of these Member Bank Terms
When you process more than $1 million in Visa or Mastercard Transactions through a particular Payment Method Acquirer, or, if you are Network Registered, when you process your first Visa or Mastercard Transaction through a particular Payment Method Acquirer, applicable Network Rules require you to enter into a direct contractual relationship with the Payment Method Acquirer. These Member Bank Terms constitute your direct contractual relationship with Member Bank, which is (a) a member of the Networks, and (b) as provided in Section C.1 of the Agreement, a Payment Method Acquirer for Visa and Mastercard Transactions. In accordance with the requirements of the Network Rules, these Member Bank Terms are offered and effective, and your direct contractual relationship with Member Bank is established, as provided in the introductory paragraphs above.
As a Payment Method Acquirer, Member Bank authorizes you to accept payment from your Customers by Visa and Mastercard credit or debit card (“VM Payment Cards”). However, by using the VM Payment Processing Services and accepting VM Payment Cards, you are not establishing a depository or other account with Member Bank. As between Stripe and Member Bank, Stripe is responsible for underwriting and evaluating your eligibility to receive the VM Payment Processing Services, authorizing Charges, settling funds to your Payout Account(s) as provided in Section 4, and providing the VM Payment Processing Services pursuant to the terms of the Agreement.
Stripe, and not Member Bank, will provide customer service to you to resolve any issues you may have related to your use of the VM Payment Processing Services; however, you may contact Member Bank (using the contact information provided above) in the event you are unable to resolve any matters directly with Stripe. You are solely responsible for providing support to your Customers for all issues related to your products and services.
3. Compliance with Visa and Mastercard Rules
When you use the VM Payment Processing Services to accept Charges from VM Payment Cards, you must comply with the Network Rules, including the acceptance guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposits) set forth therein. 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 Member Bank Terms and/or the Agreement. 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, conducted by you pursuant to your business as indicated in your Stripe Account and not for any products, services, or donations (i) prohibited by Laws or Network Rules, or (ii) that qualify as Restricted Businesses, unless you have received prior written approval from Stripe;
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 VM Payment Cards, and not discourage the use of one VM Payment Card brand over another;
e. Not impose surcharges or taxes (except where permitted by Law and the Network Rules) and, where so done, you will only collect such amounts as part of the submitted Charge;
f. Not submit a Transaction that represents collection of a dishonored check;
g. Only use the Network logos or marks in a manner permitted by the Network Rules;
h. Prohibit use of Payment Cards for disbursement of cash (except as permitted by the Network Rules);
i. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of VM Payment Cards or cardholder data;
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 Customers, including those resulting in a chargeback, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to you unless the recharge is expressly authorized by the Customer; and
l. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.
4. Authorization for Settlement and Disbursement of Funds
When Member Bank receives funds from the Networks for settlement of your Charges (“Settlement Funds”), Member Bank will provide the Settlement Funds to Stripe or Stripe Payments Company, which will accept the Settlement Funds on your behalf. You agree to designate Stripe and Stripe Payments Company as your agent for purposes of receiving Settlement Funds, and you authorize Stripe to instruct Member Bank on your behalf on how and when to make transfers of Settlement Funds to Stripe, including the initiation of holds, receipts, and disbursements of Settlement Funds. Settlement Funds will be held by Stripe in pooled merchant funds accounts pending disbursement to you (or any applicable third-party recipient you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including these Member Bank Terms.
You agree you are not entitled to access the Settlement Funds prior to the Settlement Funds being credited by Stripe to your Payout Account (or the bank account of a third-party recipient to which you have instructed Stripe to make a disbursement on your behalf). You further agree that you have no right to direct Member Bank to distribute Settlement Funds, that you may not assign any interest in any Settlement Funds held by Member Bank, and that you are not entitled to any interest or other compensation associated with the Settlement Funds held by Member Bank. Any authorizations set forth in these Member Bank Terms will remain in full force and effect until your Stripe Account is closed or terminated.
You agree that Member Bank’s transfer of Settlement Funds to your designated agents, Stripe or Stripe Payments Company, satisfies Member Bank’s settlement obligation to you, and that, after Member Bank transfers Settlement Funds to Stripe or Stripe Payments Company, any dispute or claim you may have regarding the receipt or amount of Settlement Funds will be between you and Stripe or Stripe Payments Company. Further, if a cardholder disputes a Transaction, if a Transaction is charged back for any reason, or if Member Bank reasonably believes a Transaction is unauthorized or otherwise unacceptable, the amount of such Transaction may be charged back and debited from Settlement Funds held by Member Bank.
5. Sharing of Data
a. You authorize Stripe and Member Bank to provide any Data, including User Data or Payment Data, to each other to (i) provide the VM Payment Processing Services, (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. This includes sharing information you provided to Stripe before these Member Bank Terms became effective and information about Member Bank and Stripe’s experience with you, such as termination of these Member Bank Terms by Member Bank and the reasons for such termination. Where required to comply with our obligations under Laws, the Network Rules, or any of Member Bank’s regulatory obligations, Member Bank may provide any Data to law enforcement, the Networks, or other government regulators.
b. To help the government fight the funding of terrorism and money laundering activities, federal law requires each financial institution to obtain, verify, and record information that identifies each person who establishes a customer relationship with the financial institution. To comply with this requirement, you authorize and direct Stripe to provide to Member Bank any information required to verify your identity, including your name, address, and taxpayer identification number. If you are a legal entity, including a limited liability company or corporation, you authorize and direct Stripe to provide Member Bank with information on the identity of (1) all beneficial owners of 25% or more of the company; and (2) at least one individual with significant control over the company.
6. Term and Termination
These Member Bank Terms become effective as provided in the introductory paragraphs and shall continue in effect so long as you use the VM Payment Processing Services. These Member Bank 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 Member Bank Terms may be terminated by Member Bank, Stripe, or either Network as provided in the introductory paragraphs.
7. Representations and Warranties
In addition to the representations and warranties made in the Agreement, which are incorporated by reference to this Addendum in their entirety, you represent and warrant to Member Bank and Stripe as of each day on which you receive VM Payment Processing Services that:
a. You are legally able to enter into these Member Bank Terms;
b. You will not use the VM Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and
c. You will only use the VM Payment Processing Services in a manner consistent with the Agreement, including these Member Bank Terms, the Documentation, and Network Rules.
Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Member Bank, and its respective employees, directors, agents, subcontractors and affiliates (collectively the “Member Bank Entities”) from and against any claim, suit, demand, loss, liability, damage (including indirect or consequential damage), action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or these Member Bank 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 Member Bank incurs as a direct or indirect result of your acts or omissions (including indemnification of any Network, card issuer, or intermediary bank).
9. Disclaimer of Warranties
THE SERVICES DESCRIBED IN THESE MEMBER BANK TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, WHETHER 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 MEMBER BANK ENTITIES AS THEY DO TO STRIPE. THE MEMBER BANK 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.
10. Limitations on Liability
In no event will the Member Bank 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, these Member Bank Terms, or the VM Payment Processing Services described in either, including without limitation the use of, inability to use, or unavailability of services provided by Stripe. Under no circumstances will any of the Member Bank Entities be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access, or use of the VM Payment Processing Services, 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 Member Bank 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 VM Payment Processing Services; (b) any misuse of VM Payment Processing Services or Data; (c) any interruption or cessation of transmission to or from the VM Payment Processing Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to, through, or in connection with the VM Payment Processing Services; (e) any errors, inaccuracies, or omissions in the VM Payment Processing 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 Member Bank 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 Member Bank from Stripe for the Transactions processed for you through the VM Payment Processing Services during the three (3) 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 Member Bank for direct damages for failure to transfer Settlement Funds to Stripe in accordance with Section 4 of these Member Bank Terms, in which case Member Bank’s liability for such direct claim by you is limited to the amount of any Settlement Funds that Member Bank failed to transfer to Stripe in accordance with Section 4 of these Member Bank Terms.
Without limiting anything to the contrary above, you agree to provide Member Bank, via a communication with Stripe, with written notice of any alleged breach by Member Bank of these Member Bank Terms, which notice will specifically detail such alleged breach, within sixty (60) days of the date on which you discovered or reasonably should have discovered the alleged breach. Failure to provide notice shall be deemed an acceptance by you and a waiver of any and all rights to dispute such breach.
The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction and will apply regardless of the legal theory on which the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Member Bank have been advised of the possibility of such damage.
11. United States Only Services; No Illegal Activities
You may not use the VM Payment Processing Services or services of any kind offered by Member Bank from, or on behalf of persons or entities (a) in a country embargoed by the United States or (b) blocked or denied by the United States government. You further acknowledge and agree that you will not use your Stripe Account and/or the VM Payment Processing Services for illegal Transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of Transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by OFAC. Unless otherwise explicitly stated, the VM Payment Processing Services are solely for use by you in the United States, Puerto Rico, and the U.S. Virgin Islands.
Notwithstanding anything to the contrary in these Member Bank Terms, Member Bank may decline to process any Transaction submitted by you in its sole discretion.
12. Dispute Resolution
All disputes under these Member Bank Terms are subject to the applicable provisions of the Agreement. In particular, the dispute resolution, class action waiver, and arbitration provisions of the Agreement apply to disputes under these Member Bank Terms by, with, or against Member Bank in the same manner they apply to disputes by, with, or against Stripe, except that (a) in the event of arbitration, only a federal court (and not an arbitrator) may determine whether a particular claim is arbitrable, and (b) service to Member Bank must be made to: (i) its registered agent, or (ii) to:
PNC Bank, National Association
PNC Firstside Center
500 First Avenue
Pittsburgh, PA 15219
Mail Stop P7-PFSC-03-B
Attention: Treasury Management Legal Liason
With a copy to:
PNC Bank, National Association
1600 Market Street, 8th Floor
Philadelphia, PA 19103
ATTN: Treasury Management Counsel
The failure of Member Bank to assert any of its rights under these Member Bank Terms or the Agreement shall not be deemed to constitute a waiver by Member Bank of its rights to enforce each and every provision of these Member Bank Terms or the Agreement in accordance with their terms. These Member Bank Terms may be amended by Member Bank or Stripe from time to time in the same manner as the Agreement may be amended by Stripe.
These Member Bank Terms are entered into, governed by, and construed pursuant to the laws of the State of New York without regard to conflicts of law provisions. These Member Bank Terms may not be assigned by you without the prior written consent of Member Bank and Stripe. These Member Bank Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. If any provision of these Member Bank Terms are determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and these Member Bank Terms will be construed as if such provision is not contained in these Member Bank Terms.