These Stripe Terminal Purchase Terms (“Purchase Terms”) apply to the purchase of the Stripe Terminal Products. These Purchase Terms do not apply to products or services that we make available under different terms, such as our payment processing services (which are governed by the Stripe Services Agreement). The purchaser of the Stripe Terminal Products (in these Purchase Terms, “you”) is the entity indicated as the owner of the Stripe account at the time of the purchase (for example, by the purchase being submitted by a user logged into your Stripe account, or using your Stripe API key), and the seller of the Stripe Terminal Products (in these Purchase Terms, “Stripe”, “us”, or “we”) is the Stripe entity indicated on your proof of purchase.
By purchasing the Stripe Terminal Products, you accept and agree to these Purchase Terms. Do not purchase or use any Stripe Terminal Products if you do not understand or agree to these terms or your company is prohibited from doing so under the laws of the United States or any other country.
You may not purchase or use the Stripe Terminal Products unless you agree to abide by all of the terms and conditions in these Purchase Terms.
Please review these Purchase Terms each time you make a purchase. We may update or change these terms at any time and without notice to you. The terms that apply to each purchase will be the terms posted here at the time you place your order.
Section A. Stripe Terminal Products
1. Key Concepts
As used in these Purchase Terms, the “Stripe Terminal Products” are any hardware product, instrument or piece of equipment that you purchase from Stripe under these Purchase Terms, and include physical Point of Sale (“POS”) devices, accessories, components, and spare parts. Any software and/or firmware preinstalled on, or distributed with, the Stripe Terminal Products (“Included Software”) forms part of the Stripe Terminal Products. The Stripe Terminal Products are intended to be used in conjunction with the Stripe Terminal Services (which is a term that is defined in the Stripe Terminal Terms).
We provide support to help resolve general issues relating to the Stripe Terminal Products. This support 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. Product Specifications
Stripe may make details of the Stripe Terminal Products available via means such as the Stripe Shop and your Stripe Dashboard (“Dashboard”). All Stripe Terminal Products features, specifications, and prices are subject to change at any time without notice. We attempt to be as accurate as possible. However, we do not warrant that product descriptions or information is accurate, complete, reliable, current, or error-free. Unless expressly noted, all weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Packaging may vary from that shown, and the appearance of the Stripe Terminal Products in reality may differ from how it appears to you. By placing an order, you represent that the products you order will be used only in a lawful manner.
3. Hardware Availability
Stripe Terminal Products are manufactured by third parties and resold by Stripe. While Stripe makes reasonable efforts to maintain sufficient supply of the Stripe Terminal Products, inventory shortages at our manufacturers and distributors may affect our ability to fulfil an order. If there is a delay in manufacture or distribution of a certain Stripe Terminal Products that we believe will affect your order, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule. Stripe is not obliged to accept any order, and we may cancel accepted orders at any time if we are unable to fulfil the order for any reason. If you submit an order, and we accept the order, you are bound by the order unless Stripe cancels the order. If we cancel your order, we will fully refund the purchase price to you.
4. Geographic Availability
We only sell the Stripe Terminal Products 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 to which we shipped the product. You must not circumvent any geographical availability requirements that we apply to the Stripe Terminal Products. You must provide a valid shipping address within the country where you are requesting that we ship the Stripe Terminal Products. Our ability to ship or permit the use of Stripe Terminal Products is always subject to applicable law, which may restrict our ability to ship the Stripe Terminal Products to or within a country.
Prices for the Stripe Terminal Products will be listed at the time of your purchase and may vary by country. We may change pricing and availability at any time. If you do not submit immediate payment, Stripe may delay shipment of the Stripe Terminal Products until the full amount of your payment is received. The amounts you pay for the Stripe Terminal Products are in addition to the fees you pay for other business services that may be offered by Stripe and its affiliates (each, a “Stripe Service” or “Service”) that are provided to you under your agreements with Stripe (collectively, the “Stripe Agreements”).
Unless otherwise stated, the prices shown for the Stripe Terminal Products exclude taxes and shipping costs. We will add all taxes and shipping costs to the total amount of your purchase, and show you the final amount due before you complete your purchase. You are solely responsible for all taxes and shipping costs that apply to the Stripe Terminal Products that you purchase.
We may collect amounts you owe us under these Purchase Terms by deducting or setting-off those amounts from the balance on your Stripe account. If that balance is insufficient, we may debit the bank or other financial institution account that you designate in your Stripe account as your “Payout Account”, or deduct of set-off the amount owed to us from the balance of another Stripe account that we determine, acting reasonably, is associated with your Stripe account.
For clarity, these Purchase Terms apply to any Stripe Terminal Products that we choose to provide to you at no cost, and your rights and obligations with respect to such Stripe Terminal Products do not change merely because you did not pay for the Stripe Terminal Products.
You are responsible for and will pay, indemnify, and hold Stripe harmless from any sales, use, excise, import or export, withholding, value added, or similar tax (“Indirect Taxes”), and any penalties or interest associated with Indirect Taxes, imposed by any governmental authority with respect to any payment to be made or any Stripe Terminal Products to be delivered under these Purchase Terms. Stripe may charge, and you must pay, all Indirect Taxes that Stripe is legally obligated or allowed to collect based on sale of the Stripe Terminal Products, and all fees payable for the Stripe Terminal Products are exclusive of Indirect Taxes except to the extent Stripe expressly states to the contrary. You must provide us with any information we need to determine whether we are required to collect Indirect Taxes from you under any applicable Law. If you provide an exemption certificate or a direct payment certificate, we will not collect any Indirect Tax for which you can claim an available exemption. All payments made by you to Stripe under these Purchase Terms must be made free and clear of any withholding or deduction for Indirect Taxes. If any Indirect Taxes are required under applicable Law to be withheld on any payment, you will pay additional amounts as necessary so that the net amount received by Stripe is equal to the amount then due and payable under these Purchase Terms.
7. Shipping and Returns
We will only ship Stripe Terminal Products to addresses located in countries where we support Stripe Terminal. See the Stripe Terminal page for supported countries.
We will select the carrier that will ship Stripe Terminal Products. We will provide the shipping fees (if any) to you before you confirm your order. If we provide you with an estimated shipping or delivery date, that date is not guaranteed, and inventory shortages or events beyond our control could impact the delivery date. Also, many events beyond our control can affect the delivery of your Stripe Terminal Products after we provide them to the carrier. We are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery, even if you have paid an additional fee for expedited shipping. Despite any contrary terms in any invoice or purchase order, Stripe Terminal Products will be delivered FCA delivery location designated on the applicable order (Incoterms 2010), and title and risk of loss for the Stripe Terminal Products passes to you when we deliver the Stripe Terminal Products to the carrier.
A Stripe Terminal Product may be returned in its original packaging and condition (including all accessories and components) within 30 days after the date of purchase. To begin the return process for a Stripe Terminal Product, please contact us. We will provide you with return shipping instructions. If you follow our instructions, we will cover the cost of return shipping and will refund your purchase price in full using the same method of payment you used to purchase the Stripe Terminal Product. We will not take title to returned Stripe Terminal Product until the item arrives at the facility to which we instruct you to return the Stripe Terminal Product. Returns may be subject to a restocking fee.
8. Limited Hardware Warranty
Stripe provides a one year limited warranty against defective materials and faulty workmanship in a Stripe Terminal Product. The warranty period starts on the date of your original purchase of the Stripe Terminal Products from Stripe, and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, and you follow our instructions for returning the Stripe Terminal Product, we will at our option, to the extent permitted by law, either repair the Stripe Terminal Product, replace the Stripe Terminal Product, or refund to you all or part of the purchase price of the Stripe Terminal Product. This limited warranty applies only to unaltered hardware components of the Stripe Terminal Products that are used in accordance with these Terms and not subject to accident, misuse, or neglect.
This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable law, and this limited warranty does not affect such rights. To make a warranty claim, please contact us. We will provide you with information about how to return your Stripe Terminal Products and obtain a replacement Stripe Terminal Product.
9. End Users
You may only purchase the Stripe Terminal Products for your own use, or for resale or distribution as permitted by the Stripe Terminal Reseller Terms (“Reseller Terms”). You may not otherwise resell, rent, lease or distribute Stripe Terminal Products, or allow a third party to use Stripe Terminal Products that you have purchased. Stripe may terminate the Reseller Terms at any time, and for any reason. We reserve the right to refuse to sell or ship the Stripe Terminal Products to any person we believe intends to use, resell, distribute or lease the Stripe Terminal Products in a manner prohibited by these Purchase Terms (which include the Reseller Terms). The foregoing limitations shall not apply to the extent prohibited by applicable law.
10. 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 use Stripe Terminal Products solely in conjunction with the Stripe Platform, Stripe Services, and Stripe Terminal Services;
(c) If the terms of your agreements with purchasers of your goods or services or donors to your organization (your “Customers”) require amendment to allow you to use Stripe Terminal Products, you must make those amendments before you use the Stripe Terminal Products;
(d) 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;
(e) You must only use Stripe Terminal Products for the purpose for which they are provided and in accordance with all relevant Documentation;
(f) 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; and
(g) You must use Stripe Terminal Products in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of Stripe Terminal Products. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to the Stripe Terminal Services.
You must not, and must not permit any third party to:
(a) Ship a Stripe Terminal Product outside of the country to which Stripe shipped those products;
(b) Use a Stripe Terminal Product in any country other than the country to which Stripe shipped those products, except as otherwise expressly approved 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 person (including you) to benefit from any activities Stripe has identified as a restricted business or activity. Restricted businesses include use of the Stripe Terminal Products in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC);
(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 Laws; (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 Laws; (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.
12. Limitation on Use - Commercial Purposes Only
By entering into these Purchase Terms, you acknowledge and agree that 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.
13. 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 provided us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.
The Stripe Terminal Products may be subject to foreign export control Laws and regulations and must be purchased, exported, transferred, and used in compliance with all applicable export Laws and regulations. Stripe does not claim and does not guarantee that the Stripe Terminal Products shipped to an address in any given country will be appropriate or available for use in any other country or comply with applicable Laws governing export, import, or foreign use. You must comply with all applicable international and national export control Laws and regulations, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end user, end use, and destination restrictions imposed by the U.S. and other governments related to the Stripe Terminal Products and Included Software.
15. Installation, Updates, and Maintenance; Use with Third-Party Products
You are responsible for installing, integrating and maintaining the Stripe Terminal Products, which includes updating the Included Software as may be required by Stripe or the original equipment manufacturer (“OEM”) from time to time. Stripe may make updates to the Stripe Terminal Products available to you. You must install these updates to continue using the Stripe Terminal Products. Stripe will not be obligated to provide services or support for any outdated versions. Any updates are subject to these Purchase Terms unless other terms are provided with the updates.
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.
16. Ownership and Rights
These Purchase Terms do not grant any rights or licenses in the Stripe Terminal Products or Included Software other than as expressly stated in these Purchase Terms. As between the parties, Stripe owns all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Stripe Terminal Products and Included Software. All rights not expressly granted are reserved.
Any use of Stripe’s trademarks must be in accordance with the Stripe Marks Usage Agreement.
You may choose to 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. 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.
18. Software License Terms
Included Software may be subject to separate license terms (“EULA”). You accept the EULA by any of (a) breaking the seal on the Stripe Terminal Products’ packaging that refers to the EULA, or going to the site where packaging indicates the EULA is available, (b) using the Stripe Terminal Products, or (c) installing, copying, or otherwise using or attempting to use the Included Software. If more than one Included Software product is included in the Stripe Terminal Products, then each Included Software may have its own EULA. You are not authorized to install or use the Included Software unless you first agree to the applicable EULA. If you do not want to agree to a EULA, you may return the Stripe Terminal Products unused to us for a full refund. EULAs are not part of these Purchase Terms, but to the extent of any conflict with these Purchase Terms, the EULA will control solely for the Included Software to which it applies. All rights not expressly granted to you in these Purchase Terms are reserved. If any Included Software does not include a EULA, then Stripe grants you a limited, personal license to use that Included Software only with the Stripe Terminal Products on which it was installed and provided to you, and for all purposes under these Purchase Terms, including with regard to limitations on our liability, the Included Software will be deemed to be part of the Stripe Terminal Products on which it was installed.
19. Free Recycling Program
As part of these Purchase Terms, we offer to provide a free recycling service for electronic equipment (any brand) that is returned at your cost (i.e., transported) to a designated Stripe collection point within your country. A certificate of disposal will be supplied by us. Where national legislation dictates other services must be offered, we will adapt the service to be compliant. Where the offered service cannot be provided, we will communicate this to you. Please contact us to organize return by supplying the address where the units for disposal are stored (we will endeavor to identify an appropriate in-country collection point), the number of units, the type of units (desktop, laptop, tablet, mobile phone) and estimated total weight (kgs). Please note, we assume no responsibility for loss or confidentiality of your data (or any other information) on equipment sent for recycling. Before shipping, you must delete data on hard disk drives and any other storage devices in the electronic equipment for disposal. Where possible, you must remove and damage beyond use any removable media, such as hard disk drive modules. You must not include any hazardous materials. Once the electronic equipment has been shipped, we cannot return it to you. Participation in this program constitutes a relinquishment of all rights to and in the electronic equipment and other related materials sent to us.
Section B. General Terms
The Stripe Terminal Products are provided as-is and with all faults. Except as expressly stated in these Purchase Terms, Stripe provides no express or implied warranties or conditions, and Stripe disclaims any implied 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 you receive a Stripe Terminal Product.
2. Limitation of Liability
Under no circumstances will Stripe, our affiliates, and their respective employees, agents, and service providers (each a “Stripe Entity”) be responsible or liable 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, or property damage, or for any other damages arising out of, in connection with, or relating to these Purchase Terms or your use of the Stripe Terminal Products, even if such damages are foreseeable, and whether or not you or the Stripe Entities have been advised of the possibility of such damages. The Stripe Entities are not liable, and 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 Entities further deny responsibility for all liability and damages to you or others caused by (a) your or your employees’, agents’, contractors’, end users’, and other personnel’s access or use of the Stripe Terminal Products inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Stripe Terminal Products; (c) interruptions to or cessation of the Stripe Terminal Products; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Stripe Terminal Producst; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you or your employees, agents, contractors, end users, and other personnel; or (g) the defamatory, offensive, or illegal conduct of others. The foregoing limitations shall not apply to the extent prohibited by applicable Laws.
Except to the extent prohibited by applicable Laws, you agree to limit any additional liability not disclaimed or denied by the Stripe Entities under these Purchase Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount paid by you to Stripe for the Stripe Terminal Products.
Nothing in these Purchase Terms operates to exclude or limit liability for (a) death or bodily injury to the extent directly caused by a party’s gross negligence; or (b) fraud or willful misconduct, to the extent that doing so would contravene applicable Laws.
3. Disclosures and Notices; Electronic Signature Consent
You agree that 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. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
4. No Agency
Nothing in these Purchase Terms serves to establish a partnership, joint venture, or agency relationship between you and us.
5. Force Majeure
Neither party will be liable for any delays in processing or other 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 Purchase Terms.
6. Your Liability For Third-Party Claims Against Us
Without limiting, and in addition to, any other obligation that you may owe under these Purchase Terms, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You agree to defend Stripe, our affiliates, and their respective employees, agents, and service providers (each a “Stripe Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each a “Claim”) brought by a third party against a Stripe Entity, and you agree to fully reimburse the Stripe Entities for any Claims that results from: (i) your breach of any provision of these Purchase Terms ; (ii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
7. Representations and Warranties
By accepting these Purchase Terms, you represent and warrant that: (a) you have the authority to execute and perform the obligations required by these Purchase Terms; (b) you will fulfill all of your obligations to Customers; (c) you will comply with all Laws applicable to your business and use of the Stripe Terminal Products; (d) your employees, contractors and agents will at all times act consistently with these Purchase Terms; (e) you will not use the Stripe Terminal Products for personal, family or household purposes; and (f) 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.
8. 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 Purchase Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Purchase Terms, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. 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. The parties acknowledge that these Purchase Terms evidences a transaction involving interstate commerce. 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 Purchase Terms.
Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
b. 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 Purchase Terms will affect the right of any party to serve process in any other manner permitted by Law.
c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with these Purchase 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 Purchase Terms or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in these Purchase Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Purchase 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 a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. 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 Purchase Terms, the arbitrators will award to the prevailing party, if any, the costs and 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.
f. 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 Laws. 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 hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this 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 Purchase Terms to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all the other provisions will remain valid and enforceable.
You may not assign, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, these Purchase Terms or any rights or obligations under these Purchase Terms, without the prior written consent of Stripe. Any purported assignment, transfer, delegation, or disposal by you will be null and void. Stripe may assign any of its rights and obligations under these Purchase Terms without your prior written consent. These Purchase Terms will be binding upon and will inure to the benefit of you and Stripe and their respective successors and permitted assigns.
10. Entire Agreement
These Purchase Terms and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Stripe for provision and use of the Stripe Terminal Products. Except where expressly stated otherwise in a writing executed between you and Stripe, these Purchase Terms will prevail over any conflicting policy or agreement for the provision or use of the Stripe Terminal Products. These Purchase Terms set forth your exclusive remedies with respect to the Stripe Terminal Products. If any provision or portion of these Purchase Terms is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
11. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under these Purchase Terms are cumulative, and either party may enforce any of its rights or remedies under these Purchase Terms, along with all other rights and remedies available to it at Law or in equity. No provision of these Purchase 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. The failure of either party to enforce any provision of these Purchase Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Provisions in these Purchase Terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) will survive termination of these Purchase Terms.