Welcome to Stripe.
This Stripe Services Agreement (“Agreement”) is a legal agreement between Stripe, Inc. (“Stripe” or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Stripe Account page to receive certain payment, analytics, and other business services that may be offered by Stripe and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms
1. Overview of this Agreement
This Agreement provides a general description of the Services Stripe may provide to you, including those allowing you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the Stripe “APIs”) and additional resources we make available to you on our website.
Before using the Services, you must register with Stripe and create an account (a “Stripe Account”).
Section A describes the process of registering for and using your Stripe Account.
Section B describes your use of the APIs and the Services.
Section C describes the Services you may use to accept payments and perform other financial transactions, manage subscriptions, and perform transaction reporting (the “Payment Services”).
Section D describes proper handling, management, and use of data, generated during your use of the Services, including your Customers’ data.
Finally, Section E describes your liability to Stripe for all losses connected with your Stripe Account, your agreement to resolve all disputes with Stripe by arbitration and not in a lawsuit, and other legal terms that apply to you.
2. Your Stripe Account
a. Registration and Permitted Activities:
Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for a Stripe Account to use the Services described in this Agreement. Stripe and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
To register for a Stripe Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Stripe Account administrator. Until you have submitted, and we have reviewed and approved all required information, your Stripe Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
If you use Payment Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Services to facilitate Transactions with your Customers. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.
b. Business Representative: You and your Representative individually affirm to Stripe that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Stripe, neither you nor your Representative may register or attempt to register for a Stripe Account on behalf of a user Stripe previously terminated from use of the Services.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity, your Representative must either obtain the consent of your board or of an authorized officer; and if you are an individual or sole proprietor, your Representative must be your parent or legal guardian. Any such approving board, authorized officer, parent, or legal guardian is responsible to Stripe and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.
c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require a personal or company guarantee from you. Your failure to provide this information may result in suspension or termination of your Stripe Account.
You authorize us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Stripe Account. Stripe may periodically update this information as part of our underwriting criteria and risk analysis procedures.
d. Changes to Your Business, Keeping your Stripe Account Current: You agree to keep the information in your Stripe Account current. You must promptly update your Stripe Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Stripe Account or terminate this Agreement if you fail to keep this information current.
You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.
3. Your Relationship with Your Customers
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Stripe is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
Stripe provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
4. Fees and Fines
Stripe will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Stripe Account (such as handling a disputed charge). We may revise the Fees at any time upon 30 days’ notice to you. We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed on you or Stripe by any bank, money services business, payment network, or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
If you do not understand the Fee Schedule or you have a question about Fees, please contact us.
5. Services and Stripe Account Support
We will provide you with support to resolve general issues relating to your Stripe Account and your use of the Services. 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”). The most efficient way to get answers to your questions is to review our Documentation. If you have still have questions after reviewing the Documentation, please contact us.
You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support or the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.
6. Taxes and Other Expenses
You are solely responsible (i) for determining what, if any, taxes or fees (“Taxes”) apply to your Transactions; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. When you provide us your tax identification number, you agree that we may send electronic reports of tax documents (including Form 1099-K) to you. We are not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax identification number you provide us. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to the Internal Revenue Code, we may be required to file an informational return with the IRS reporting Transactions and third-party network transactions with legal entities or persons that occur in a given calendar year. If you use Payment Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service.
7. Service Limitations, Prohibited Activities, and Security Controls
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Service and to Transactions. As applicable, this may include compliance with domestic and international Laws related to use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
b. Prohibited Businesses and Activities: You may not use the Services for your benefit or the benefit another for any activities Stripe has identified as a prohibited business or activity (collectively, “Prohibited Businesses”). Prohibited Businesses include use of the Service 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).
Please review the list of Prohibited Businesses thoroughly before registering for and opening a Stripe Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us. We may add to or update the Prohibited Business List at any time.
c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Stripe systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way data, content, or any part of the Services, Documentation, or our website except as expressly permitted by Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Service except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Service or affect use of the Service by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
d. Security Controls: We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). You agree to review the Security Controls and the Documentation that we provide to you, and to select the Security Controls that meet your business requirements. If you believe that the Security Controls we provide are insufficient, then you agree to separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
8. Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any Transactions that we believe may violate this Agreement or other agreements you may have with Stripe; or that expose you, Stripe, or others to risks unacceptable to Stripe. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Stripe Account, your Customers, and Transactions made through your use of the Services.
9. Disclosures and Notices; Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for a Stripe Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Stripe (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that Stripe can provide Notices regarding the Service to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Stripe Account. Notices may include notifications about your Stripe Account, changes to the Services, 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.
c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Stripe Account (such as through two-step verification), and to provide you with other critical information about your Stripe Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security procedures and controls intended to reduce the risk of fraud to you and your Customers (“Security Controls”) on your Stripe Account and may increase the risk of loss to your business.
d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using them without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Stripe Account.
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Stripe. You may terminate this Agreement by closing your Stripe Account at any time by opening the data tab in your account settings, selecting “close my account” and ceasing to use the Service. If you use the Service again or register for another Stripe Account, you are consenting to this Agreement. We may terminate this Agreement or close your Stripe Account at any time for any reason by providing you Notice. We may suspend your Stripe Account and your ability to access funds in your Stripe Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of significant fraud or credit risk, or any other risks associated with your Stripe Account; and (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law or Financial Services Provider requires us to do so.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, and (iii) immediately remove all Stripe or payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Service after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.
In addition, upon termination you understand and agree that (i) all licenses granted to you by Stripe under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Service, or any termination or suspension of the Service or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Service prior to termination.
Section B: Stripe Technology
1. APIs and Dashboard
Stripe has developed and provides access to the APIs that may be used to access the Services. You may use the APIs solely as described in the Documentation to process Transactions or use the Services on websites and through the applications identified in your Stripe Account. You may manage your Stripe Account, connect with other service providers, and enable additional features through the Stripe management dashboard (“Dashboard”).
You may use the APIs to utilize the Services on your website or inside your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the APIs and Documentation from time to time, and may add or remove functionality. We will provide you Notice if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption.
We will give you both publishable and secret API keys for live and test Transactions available through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your Stripe Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Stripe Account and potential losses to you or your Customers. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your Stripe Account is available in Section D.
2. Ownership of Stripe IP
Stripe or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the APIs, Services, Dashboard, and Documentation (collectively, “Stripe IP”) or any copies thereof. Stripe IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and Stripe reserves all rights in Stripe IP not expressly granted to you in this Agreement.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our APIs, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
Stripe grants you a nonexclusive and nontransferable license to electronically access and use the Stripe IP only in the manner described in this Agreement. Stripe does not sell to you, and you do not have the right to sublicense the Stripe IP. We may make updates to the Stripe IP or new Services available to you automatically as electronically published by Stripe, but we may require action on your part before you may use the Stripe IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Stripe may revoke or terminate this license at any time if you use Stripe IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of Stripe IP on your behalf or on behalf of others; (ii) sublicense any rights in Stripe IP granted by us; (iii) import or export any Stripe IP to a person or country in violation of any country’s export control Laws; (iv) use Stripe IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
4. Stripe Marks; References to Our Relationship
We may make certain Stripe logos or marks (“Stripe Marks”) available for use by you and other users to allow you to identify Stripe as a service provider. To use Stripe Marks, you must first agree to the Stripe Marks Usage Agreement. Stripe may limit or revoke your ability to use Stripe Marks at any time. You may never use any Stripe Marks or Stripe IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a Stripe user. If you do not want us identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and Stripe. Upon termination of your Stripe Account, we will both remove any public references to our relationship from our websites.
You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Stripe Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Stripe for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.
6. Use of Stripe Connect and Stripe Relay
a. Stripe Connect: The terms in this section only apply if you choose to connect your Stripe Account to a platform provider (each a “Platform”) using the Stripe Connect service.
Stripe Connect allows Platforms to help you administer your Stripe Account and provide additional services directly to you or your Customers. You can connect your Stripe Account to Platforms when you register for your Stripe Account, or through the Dashboard. To use Stripe Connect, you must also agree to the Stripe Connected Account Agreement. When you connect your Stripe Account to a Platform, you authorize Stripe to permit the Platform to: (i) access your Stripe Account and any Data (as defined in Section C) contained in your Stripe Account; (ii) create and manage Transactions with your Customers; and (iii) deduct amounts (for example, fees for use of the Platform) from funds payable to you from Transactions occurring in connection with the Platform (“Platform Fees”). You must separately agree with the Platform to pay any Platform Fees, and any Platform Fees will be in addition to Fees.
Once you have authorized a Platform to connect to your Stripe Account, the Platform will continue to have access to your Stripe Account and will be authorized to perform the functions described in the Stripe Connected Account Agreement until you specifically withdraw your authorization by changing the Stripe Connect settings in the Dashboard.
b. Stripe Relay: The terms in the section only apply if you choose to publish or accept Transactions through your Stripe Account using Stripe Relay.
You may publish product and service descriptions, SKUs, prices, inventory, images and other information describing your products or services and their variations (collectively, “Product Data”) to online, mobile, off-site or affiliate channels (“Apps”) using Stripe Relay. Stripe Relay also allows you to accept Transactions from your Customers through the Apps, and enables you to manage inventory and purchase information for such Transactions. As used in this section, “Order Data” means the Data (as defined in Section C) transmitted using your systems or systems you control, for the purpose of initiating or completing a Transaction, and which includes Product Data.
We may provide Product Data through the Dashboard to the Apps connected to your Stripe Account, and the connected Apps may publish Product Data publicly as you provided it to us through Stripe Relay. You are solely responsible for obtaining the appropriate rights to publish Product Data through the Apps, and for the accuracy or inaccuracy of any pricing, inventory information, facts, or statements – even those made erroneously –contained in Product Data. You grant Stripe a worldwide, royalty-free, nontransferable license to: (i) publish Product Data through the Apps you have connected your Stripe Account to; (ii) receive and transmit Order Data to you; (iii) use any trademarks, service marks, or Personal Data (as defined in Section C) contained in Product Data or Order Data to the extent required to perform either (i) or (ii); and (iv) authorize Stripe to sublicense such rights to Apps to facilitate your use of Stripe Relay. You agree to fully reimburse Stripe for all fees, fines, losses, claims, and any other costs we may incur that result from your use of Order Data or publication of Product Data through the Apps.
You affirm that you will not knowingly publish any false or misleading Product Data, or use Stripe Relay to sell or attempt to sell any illegal products or services through the Apps, and that you are solely responsible for production, fulfillment, shipping, and provision of any ancillary services related to Transactions you receive through your use of Stripe Relay.
c. Additional Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. You may not use these additional services unless you agree to the applicable agreement or addendum for those services.
We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
Section C: Payment Services
1. Payment Services Overview
Stripe provides you Payment Services through various Financial Services Providers, including Stripe Payments Company (“SPC”). Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Prohibited Businesses, or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers indicated in Section 5. This Agreement incorporates the Financial Services Provider agreements as addenda.
The following terms used in this section relate to your use of Payment Services:
“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution for in connection with a Transaction.
“Refund” means an instruction initiated by you to return funds to a Customer for an existing Charge.
“Dispute” means an instruction initiated by the Customer with a Financial Services Provider or us to return funds for an existing Charge (including a chargeback on a payment card network and a dispute on the Automated Clearinghouse (ACH) network).
“Reversal” means an instruction initiated by a Financial Services Provider or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Financial Services Provider; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or your use of Payment Services violates this Agreement.
“Return” means an instruction initiated by you, a Customer, or a Financial Services Provider to return funds unrelated to an existing Charge.
“Transfer” means an instruction to credit funds to or debit funds from an account you designate with a Financial Services Provider.
“Fine” means any fines, levies, or other charges imposed by us or a Financial Services Provider caused by your violation of Laws or this Agreement, or as permitted by Network Rules.
“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers that operate payment networks supported by Stripe (including the payment card network operating rules for Visa, MasterCard, or the American Express networks; and the NACHA operating rules governing the ACH network).
2. Registering for Use of Payment Services
When you register for a Stripe Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Stripe Account. Throughout the term of this Agreement, we may share information about your Stripe Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your Stripe Account information to determine that you are eligible to use the Payment Services. Stripe’s use of the information you provide to us under this Agreement is described in more detail in Section D.
Stripe is not a bank and we do not provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.
3. Processing Transactions, Disputes
You may only submit Charges through the Payment Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers, including SPC, to receive and pay any funds owed to you through the Payment Services, and you will identify Stripe as your agent for purposes of providing the Payment Services to you.
Except where Stripe and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customers’ eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. Stripe is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your Stripe Account.
Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Stripe does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, Stripe is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We provide the Security Controls described in Section D.3 to help you mitigate the risk of fraud losses on your Stripe Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.
A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorization, in connection with a Prohibited Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.
4. Responsibilities and Disclosures to Your Customers
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance. You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
You may use some Payment Services to receive recurring or subscription payments from your Customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (UDAAP).
5. Other Financial Services Providers
To use some of the Payment Services, you must agree to additional terms of service (“Payment Addenda”) that may be between you and one or more of Stripe, a Stripe affiliate, or a Financial Services Provider. Payment Addenda may also identify unique terms and conditions for specific payment methods or networks. By using the Payment Services, you consent to the following Payment Addenda (including those that separately bind you with Financial Services Providers) incorporated into this Agreement:
We may add or remove Payment Addenda, Financial Services Providers, or payment methods at any time.
6. Specific Payment Methods
a. Payment Cards: When accepting payment card payments, you must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa, MasterCard, and American Express. These Network Rules state that you may only accept payment using payment cards for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules, and may not discriminate by card type or charge surcharges for acceptance of payment cards. The payment card networks may amend the Network Rules at any time without notice to you, and Stripe reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information you provide to us that we use to identify the nature of the products or services with Financial Services Providers, including assigning your business activities to a particular payment network merchant category code (MCC).
Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a Refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.
If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we will submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your Stripe Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.
b. Automated Clearinghouse (ACH): The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and Financial Service Provider member organizations. Where submitting Charges over the ACH network, you are required to comply with the Network Rules for use of the ACH network on NACHA’s web site. NACHA may amend the Network Rules at any time, and we may amend this Agreement or make changes to the Payment Service as necessary to comply with the Network Rules.
You understand and accept your role as the Originator (as defined in the NACHA Network Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the Network Rules and the Documentation for ACH transactions. As with other Payment Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by US law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.
Any Disputes or unauthorized Charges using the ACH network may result in your inability to accept ACH payments.
7. Transfers and Transfer Schedule
a. Transfers For Your Payout Account: Transfers may initiated by you to or from your Stripe Account to or from the account with a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). A Positive balance in your Stripe Account will result in a Transfer to your Payout Account and negative balance in your Stripe Account will result in a Transfer from your Payout Account. All Transfers to your Payout Account will exclude Fees, Fines, and amounts owed to us for any reason. You affirm that you are authorized to initiate Transfers to and from the Payout Account.
The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer Payout Account. Stripe may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend Transfers to you: (i) due to pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event of we suspected or actual suspicious activity; or (iii) where we are required by Laws or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Stripe Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
b. Transfers For Recipients: We may offer Payment Services that allow you to send Transfers to others (“Recipient Account”). You agree to appoint Stripe and SPC as your agent to send Transfers to Recipient Accounts on your behalf. You understand and agree that: (i) we will only pay Recipient Accounts with funds that are available for Transfer; (ii) we may condition any Transfers to Recipient Accounts on verification of the owner’s identity, verification that a owner may legally receive a Transfer, or in any manner or for any other purpose; (iii) you are solely responsible for determining the accuracy and completeness of any instructions you provide us for a Transfer to a Recipient Account; and (iv) unless otherwise agreed upon between you and us, you are solely responsible for any obligations that you contractually or legally owe to an owner of a Recipient Account, including providing payment or forms related to taxes owed by you or a third party. You affirm that: (i) you will not make any Transfers to or on behalf of Prohibited Businesses; and (ii) any information or authorization you provide to us about each Recipient Account is complete and accurate. You agree to not make any claims against us, and to fully reimburse us for any losses we incur that result from your use, or failure to properly use the Payment Services to make Transfers to Recipient Accounts.
c. Additional Terms: The information required for a Transfer will depend on the the Financial Services Provider holding the Payout Account or Recipient Account. Please make sure that any information about the Payout Accounts or Recipient Accounts that you provide to us is correct and accurate. If you provide us with incorrect information (i) you understand that Transfers may be sent to the wrong account and we may not be able to recover the funds from such incorrect Transfers and (ii) you agree that you are solely responsible for any losses you or third parties incur, you will not make any claims against us related to such erroneous Transfers, and you will fully reimburse us for any losses we incur.
8. Clearing Funds and Reserves
All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our Financial Services Partners. We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to Stripe, Customers, or others associated with your Stripe Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, and (iii) your Stripe Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Stripe Account, if required to do so by Financial Services Providers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your Stripe Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
9. Security Interests, Collection, and Set-Off Rights
a. Security Interests: You grant us a lien and security interest in all funds processed and deposited into all Payout Accounts or any other bank account associated with your Stripe Account, and in any funds processed using the Payment Services. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Stripe Account. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC1).
b. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Where possible, we will first attempt to collect or set-off balances in your Stripe Accounts from your use of the Payment Services or from funds that we hold a Reserve. However, we may collect any obligations you owe us under this Agreement from any Payout Account associated with your Stripe Account or any commonly-owned Stripe Account by deducting or setting-off the corresponding amounts from the funds owed to you through your use of the Payment Services, or through a direct debit from any Payout Account identified in your Stripe Account or a commonly-owned Stripe Account. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.
In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
10. Reconciliation and Error Notification
The Dashboard contains details of Charges, Charge history, and other activity on your Stripe Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions, and for identifying any Transaction errors. You agree to review your Stripe Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Stripe or our Financial Services Providers, and attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. Your chance of recovering of funds you have lost due to a Transaction error will be very limited or even impossible if we did not cause the error, or if funds are no longer available in any Payout Account or Recipient Account. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.
11. Dormant Accounts
If you leave any funds dormant in a Stripe Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Stripe Account to be abandoned, and will deliver them to the appropriate government authority (such as the Controller’s Office in California).
Section D: Data Usage, Privacy, and Security
1. Data Usage Overview
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Stripe by you or your Customers, or received or accessed by you through your use of the Services:
“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.
“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.
“Stripe Data” means details of the API transactions over Stripe infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Stripe or the Services.
The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and Stripe Data.
Stripe processes, analyzes, and manages Data to: (a) provide Services to you, other Stripe users, and Customers; (b) mitigate fraud, financial loss, or other harm to users and Customers; and (c) analyze and improve our products, systems, and tools. Stripe provides Data to third-party service providers, including Financial Services Providers and their affiliates, to assist in our providing Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Stripe’s use of Data for the purposes and in a manner consistent with this Section D.
2. Data Protection and Privacy
a. Confidentiality: Stripe will maintain User Data in our possession as your confidential information, and will only use such User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will maintain any Data you receive through the Services that is not User Data as Stripe’s confidential information, may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data for marketing purposes unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.
You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Stripe – or allow Stripe to collect, use, retain, and disclose – any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that Stripe processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your Stripe Account when requested to do so by the Customer.
We will comply with our obligations under Law if we become aware that we caused a loss, theft, or breach of a Customer’s Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact on the Customer.
c. PCI Compliance: If you use Payment Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). Stripe provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Services. You can find more information about implementing Stripe in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us with documentation demonstrating your compliance with the PCI Standards upon our request. If you elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website.
3. Security and Fraud Controls
a. Stripe’s Security: Stripe is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Network Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Stripe with the understanding that any security measures we provide may not be appropriate or adequate for your business, and agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Stripe Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions.
b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.
c. Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Stripe, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your Stripe Account. Stripe is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions, unless such losses result from Stripe’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.
4. Your Use of Data with Stripe Connect and Stripe Relay
When using Stripe Connect or Stripe Relay, you will have the ability to connect your Stripe Account with a Platform or App. Connected Platforms and Apps may take certain actions on your behalf and access Data available through your Stripe Account, including some User Data. By using Stripe Connect or Stripe Relay, you authorize Stripe to share Data with any Platform or App that you connect with your Stripe Account through the Dashboard or the API. You also understand that at any point you may disallow any such sharing by removing the Platform or App from your Stripe Account. You waive your right to bring any claims against Stripe for losses you incur that arise from any actions or use of Data by any Platform or App connected to your Stripe Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.
5. Transfer of Payment Data upon Termination
For 30 days after termination of your Stripe Account, you may request in writing that we transfer Payment Data regarding transactions between you and Customers that you are entitled to receive (“Exportable Data”) to an alternative payment services provider consistent with applicable Laws. For payment card transactions, Stripe will only transfer Exportable Data to another PCI-DSS Level 1-certified payment services provider. For other payment methods, Stripe may require you to provide us with evidence that the alternative payment services provider you select has appropriate systems and security controls before we migrate any Exportable Data. We will use commercially reasonable efforts to transfer Exportable Data within 10 business days after we receive your written request. We may delay or refuse any transfer request if we believe the payment services provider you have identified does not have systems or security controls in place that are sufficient to protect Exportable Data, that the integrity of Exportable Data may be compromised, or if Laws or Network Rules prohibit us from transferring it.
Section E: Additional Legal Terms
1. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Service by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Service, APIs, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Stripe Account to others without our prior written consent. If you wish to make such an assignment , please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Stripe may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
3. Right to Audit
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.
4. No Agency; Third-Party Services
Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
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 Fees, Fines, Disputes, Reversals, or Returns under this Agreement.
6. Your Liability For Third-Party Claims Against Us
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 result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
7. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Service and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
8. No Warranties
WE PROVIDE THE SERVICES AND STRIPE IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY STRIPE OR OBTAINED BY YOU FROM OR THROUGH THE SERVICE – WHETHER FROM STRIPE OR ANOTHER STRIPE ENTITY, AND WHETHER OR ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM A STRIPE ENTITY TO YOU.
YOU AFFIRM THAT NO STRIPE ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.
THE STRIPE ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT STRIPE WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICE IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE STRIPE ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
9. Limitation of Liability
Under no circumstances will any 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 Service, the unavailability of the Service, lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, 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 Service, your Stripe Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Stripe Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Service inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the Stripe Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Stripe during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the United States. However, we do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available, or comply with the Laws of any other location or jurisdiction, or with Laws governing export, import, or foreign use.
10. Responding to Legal Process
11. Dispute Resolution; Agreement to Arbitrate
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 this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, 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 JAMS. For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply. For claims less than or equal to $250,000, the JAMS Streamlined Arbitration Rules in effect at the time the arbitration is commenced will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If JAMS 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 this Agreement 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 this Agreement.
Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested (“Arbitration Demand”).
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 this Agreement 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 proceeding, 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 this Agreement or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making their determination, the arbitrators will not have the authority to modify any term or provision of this Agreement. The arbitrators will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrators 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 court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, 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 attorneys’ fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrators 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 E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement 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.
12. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Stripe for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Stripe, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement 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.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorized or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), B.2 (“Ownership of Stripe IP”), C.6 (“Specific Payment Methods”), C.7 (“Transfers and Transfer Schedule”), C.8 (“Clearing Funds and Reserves”), C.9 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.11 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with Stripe Connect and Stripe Relay”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Payment Addenda.
This Wells Fargo Services Addendum (“Wells Fargo Addendum”) to the Stripe Services Agreement (“Agreement”) provides additional terms applicable to the Payment Services. Any terms used but not defined in this Wells Fargo Addendum will have the meaning provided in the Agreement.
This Wells Fargo Addendum constitutes a legal agreement between you, Stripe, and Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Wells Fargo”). In order to use the Payment Services provided through your Agreement with Stripe, you understand that Stripe or Wells Fargo may enforce any provisions of the Agreement that relate to your use of Payment Services provided in conjunction with Wells Fargo. Stripe or Wells Fargo may also terminate this Wells Fargo Addendum at any time, which may limit or terminate your ability to use Payment Services.
You must accept all of the terms and conditions of this Addendum to use Services provided by Stripe. If you do not accept them, you may not use these Payment Services.
1. Purpose of this Addendum
When your customer pays you through Stripe, they have the option of paying you through a funding source offered on the Stripe website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), MasterCard International Incorporated (“MasterCard”), and Discover Financial Services, LLC (“Discover”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank that is a member of the Networks. However, by using Payment Services you are not establishing a depository or other account with Wells Fargo.
Wells Fargo is not responsible for the provision of any Services by Stripe or your use of the Services for your business. Wells Fargo is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the Services; however, as described in Section 12, you may contact Wells Fargo 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 Payment Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in Agreement, including the Network Rules applicable to acceptance of MasterCard and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Wells Fargo Addendum. 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 Prohibited Business;
c. Submit a transaction for the full amount of 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. 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);
h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only using cardholder data as permitted, and will certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data; **i. ** Make clear to Customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptors;
j. Use all reasonable methods to resolve disputes with your customers, including those resulting a chargeback, and not attempt to recharge a customer for the transaction unless authorized by the Customer; and
k. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.
3. Authorization for Handling of Funds
You authorize Stripe to initiate holds, receipts, and disbursements of funds on your behalf upon settlement of Charges from the payment card networks. You also authorize Stripe to instruct Wells Fargo on how and when such Transfers should be made. Settlement funds will be held in comingled accounts pending disbursement of the funds to you in accordance with the terms of the Agreement, including this Wells Fargo Addendum. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Wells Fargo pending prior to distribution to the account you designated in your Stripe Account, that you have no right to direct Wells Fargo to distribute settlement funds, and that you may not assign any interest in any funds held at Wells Fargo. Wells Fargo may periodically make information available to you through Stripe regarding anticipated funds settlement from the other Financial Services Providers (such as the payment card networks). This settlement information does not constitute a deposit or other obligation by Stripe or Wells Fargo to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to and have no ownership or other rights in such funds until they are credited to the account you identified to Stripe. Any authorizations set forth in this Wells Fargo Addendum 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 Wells Fargo to (i) provide the services described in this Wells Fargo Addendum to you, (ii) comply with its 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 our legal, payment network, or regulatory obligations, Wells Fargo 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 Payment 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 Wells Fargo, Visa, or MasterCard (as applicable); or in response to a government request. Further, you agree that you will at all times comply with the Payment Card Industry Standards (“PCI Standards” including, without limitation, PCI-DSS) with respect to Payment Data and will indemnify and hold Wells Fargo harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, Wells Fargo, or Stripe.
4. Term and Termination
This Wells Fargo Addendum shall have the same effective date as the Agreement and shall continue so long as you use the Payment Services. This Wells Fargo Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services and/or this Wells Fargo Addendum may be terminated at any time by Wells Fargo upon notice to you.
5. Representations and Warranties
In addition to the representations and warranties made in the Agreement, you represent and warrant to Wells Fargo and Stripe that you (a) are legally able to enter into this Wells Fargo Addendum, (b) you will not use the Payment Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the Payment Services in a manner consistent with the Agreement, including this Wells Fargo Addendum, the Documentation, and the Network Rules.
Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Wells Fargo, and their respective employees, directors, agents, and affiliates (collectively “Wells Fargo 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 this Wells Fargo Addendum; (b) your use of the Payment Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Financial Services Providers, or third parties; (d) negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Wells Fargo incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
7. Disclaimer of Warranties
ANY SERVICES DESCRIBED IN THIS WELLS FARGO ADDENDUM 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 WELLS FARGO ENTITIES AS THEY DO TO STRIPE. WELLS FARGO 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.
8. Limitations on Liability
In no event will Wells Fargo 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 this Wells Fargo Addendum, or the 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 Wells Fargo Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the service 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.
Wells Fargo 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 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 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.
Without limiting anything to the contrary, the Wells Fargo Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by Wells Fargo (including any fees paid to Wells Fargo) for providing services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.
This limitation of liability section applies regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Wells Fargo has been advised of the possibility of such damage.
The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction.
9. United States Only Services
You may not use any services offered by Wells Fargo 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 merchant account and/or the 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, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s 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 the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other entities located (as defined under applicable law and Network rules) in the United States.
10. Dispute Resolution
All disputes under this Wells Fargo Addendum are subject to the applicable provisions of the Agreement.
The failure of Wells Fargo to assert any of its rights under this Wells Fargo Addendum, shall not be deemed to constitute a waiver by Wells Fargo of its rights to enforce each and every provision of this Wells Fargo Addendum in accordance with its terms.
12. Card Network Compliance and Disclosure
You may contact Wells Fargo by mailing 1200 Montego, Walnut Creek, CA 94598 or by calling 1-800-451-5817.
a. Important Wells Fargo Disclosures: Wells Fargo discloses that (i) it is the only entity approved to extend acceptance of Visa and MasterCard products directly to you; (ii) it must be a principal to this Wells Fargo Addendum; (iii) it is responsible for educating you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to you by Stripe; (iv) subject to this Wells Fargo Addendum, it is responsible for and must provide settlement funds to you; and (v) it is responsible for all funds held in reserve that are derived from settlement prior to funding you.
b. Your Responsibilities: You agree that, at all times throughout the term of this Wells Fargo Addendum, you will (i) comply with data security and storage obligations in using and maintaining Payment Data; (ii) maintain fraud and chargebacks rates acceptable under the Network Rules; (iii) review and understand the terms of this Wells Fargo Addendum; and (iv) comply with Network Rules, including but not limited to those provided by Visa and MasterCard.
This American Express Services Addendum (“American Express Addendum”) to the Stripe Services Agreement (“Agreement”) includes terms that are applicable to your enabling Customers with American Express-issued cards (each a “Card Member”) to pay through Stripe using American Express Checkout (including all intellectual property associated with it, “AEC”). AEC is provided exclusively through American Express Travel Related Services Company, Inc. (“AXP”). Any terms used but not defined in this American Express Addendum will have the meaning provided in the Agreement.
You must accept all of the terms and conditions of this American Express Addendum to use AEC with the Payment Services. If you do not accept them, you may not use AEC with the Payment Services.
1. Purpose of this Addendum
Where integrated using Stripe, Card Members can use their online account details to pay using the AEC through a button enabled on your site without providing card details to you. You will also have limited access to limited American Express Customer information, such as the name and billing address (collectively, “Card Member Data”).
2. Ownership and Use of Limited Card Member Data
a. Card Member Data provided to you through use of AEC is the exclusive property of AXP; provided, however, that any Card Member Data collected independently by you or provided by a Card Member to you after a Transaction for the express purposes of you using or storing such Card Member Data will be considered your property. You will comply with any AXP requirements regarding how such consent must be given, as may be updated from time to time by AXP.
b. You may only use the Card Member Data, excluding the tokenized card number and the corresponding expiration date, only as permitted by this American Express Addendum and the Agreement, or as otherwise consented to by the Card Member. You may not condition a Transaction on a Card Member’s providing such consent and must remove any Card Member Data you have upon termination of a Card Member’s account with you, unless otherwise consented to by the Card Member.
c. You may only use Card Member Data to complete Transactions, including handling Reversals, Disputes, and performing fraud investigations. Card Member Data may not be used for any other purposes, including, without limitation, for targeted marketing, advertising, or otherwise. You will comply with AXP Network Rules and Laws applicable use of Card Member Data including, without limitation, the rules and regulations promulgated under Title V of the Gramm-Leach Bliley Act of 1999, 15 U.S.C. 6801 to 6809, if applicable.
3. Data Security
You agree to: (a) Process Card Member Data in compliance with this American Express Addendum, the Agreement, and applicable Laws; and (b) comply with Payment Card Industry Data Security Standard, the Data Security Operating Policy (DSOP), the IPCR and the other applicable data security requirements provided in the AXP Network Rules. You will use your data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Card Member Data, including to protect against: (a) any anticipated threats or hazards and (b) any accidental, unauthorized or unlawful handling, loss or other compromise of Card Member Data (each a “Security Incident”). You will promptly remediate any Security Incidents.
4. IP Ownership
a. AXP retains all rights, title, and interest over all AXP intellectual property, including but not limited to Card Member Data, all trademarks or service marks owned by AXP, AEC, and any intellectual property contained in AEC (collectively, AXP Property).
b. You are granted a limited license to use of AXP Property as required for you to provide use of AEC to your Customers and perform your obligations under and this American Express Addendum. You will not: (i) copy, sublicense, sell, rent, lease or otherwise distribute, or permit either direct or indirect access to or use of the AXP Property; (ii) use any automated means (for example scraping or robots) other than those provided by AXP to access, query or otherwise collect Card Member Data; (iii) modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to: (A) discover or obtain the source code of any AXP Property (as applicable); (B) send through or store infringing or unlawful material in any AXP Property; (C) send through or store malicious code (such as viruses or trojans) in any AXP Property; (D) attempt to or gain unauthorized access to, or disrupt, the integrity or performance of, any AXP Property; (E) access any AXP Property for the purpose of building a competitive product or service; or (F) use any AXP Property, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication; (iv) remove, obscure or otherwise modify or destroy any proprietary markings of AXP or other parties that may appear on any components of the AXP Property; (v) use the AEC button except as provided by this American Express Addendum; or (vi) use AXP Property in any unlawful manner, for any unlawful purpose or in violation of the Agreement or Laws.
5. Indemnification, Disclaimer, Release, and Limitation on Liability
You will indemnify AXP and its affiliates, and each of their respective directors, officers, agents, employees, successors and permitted assigns from and against any and all associated losses arising out of or in connection with: (i) your violation of Laws; (ii) claims by a third party arising out of or in connection with your use of the AXP Property, or your products or services or its relationship with your Customers; and (iii) breach of this American Express Addendum.
You agree (i) that AXP Property is provided “AS IS” and without warranties, including standard disclaimers for warranties of merchantability, fitness for any particular purpose, title, noninfringement, and service availability; (ii) that AXP may suspend provisioning AEC to you in its sole discretion and at any time; and (iii) to release AXP and AXP’s affiliates from all liability for any and all claims and any and all associated losses, including without limitation, in connection with the AXP Property and/or your access to or use thereof.
You agree that indirect damages (including consequential, incidental, punitive, special, exemplary or other indirect damages) will be excluded from any and all recovery under claims arising from or related to this American Express Addendum. AXP’s liability hereunder shall be limited to the less of (i) actual direct damages; or (ii) $500.
6. Compliance with Network Rules
You will comply with the AXP Network Rules, as amended by AXP from time to time.
7. AXP as a Third-Party Beneficiary
The Agreement is not intended to, and does not, give you or any other third party, including your suppliers and Customers, any rights against AXP or any of AXP’s affiliates, or create any obligations of AXP or any of AXP’s affiliates to you or any other third party, including your suppliers and Customers. AXP and its affiliates are the intended third-party beneficiaries of, and shall be entitled to enforce, this American Express Addendum. In addition, the indemnified parties set forth in Section 5 of this American Express Addendum, are the intended third-party beneficiaries of, and shall be entitled to enforce this American Express Addendum. The Agreement will not be deemed to create any other rights, benefits or interest of any in third party, including supplier and Customers, or to create any obligations to such third parties.
7. Governing Law, Arbitration
You agree that any claims brought by AXP, as a third-party beneficiary under this American Express Addendum, or by you against AXP, is subject to the laws of the State of New York, without consideration of conflicts of law principles.
In case AXP exercises its rights as a third-party beneficiary under this American Express Addendum or you bring a claim against AXP, the following arbitration process shall apply between you and AXP:
a. Procedures: Any and all disputes, claims or controversies arising out of or related to this American Express Addendum will be submitted for binding arbitration. Unless you and AXP agree otherwise, any arbitration shall take place in the State of New York, New York County, and will be administered by, and pursuant to the rules of, the American Arbitration Association (“AAA”).
b. Process: Disputes will be arbitrated on an individual basis. There will be no right or authority for any disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve disputes and to make awards is limited to disputes between you and AXP alone. Furthermore, disputes brought by either you or AXP against the other may not be joined or consolidated in arbitration with disputes brought by or against any third party, unless agreed to in writing by both parties. No arbitration award or decision on any disputes will be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration.
c. Costs of Arbitration Proceedings: The parties to such arbitration will be responsible for paying their respective shares of the arbitration fees (including filing, administrative, hearing and/or other fees) as provided by AAA rules
d. Applicability: Without limiting the forgoing, but for clarification, this Section 7 of the American Express Addendum only affects disputes between you and AXP. Any disputes between you and Stripe are strictly governed by the applicable terms of the Agreement.
8. Implementation Guidelines
You will adhere to the following implementation guidelines and requirements:
a. All allowable graphics for the AEC button are available in the Documentation, and you may not resize, recolor or modify any graphics provided.
b. For radio button instances: Primary implementation is for you to leverage the payment mark in tandem with copy Amex Express Checkout. Secondary implementation is to leverage the button in tandem with copy Amex Express Checkout. Tertiary implementation is to leverage the copy Amex Express Checkout on its own. You may not deviate from correct spelling and styles for Amex Express Checkout. Incorrect examples include, but are not limited to, _AMEX Express Checkout or American Express Checkout or Amex Checkout.
c. You may not use any other AXP trademarks or graphics (i.e., payment acceptance mark or blue box logo) instead of the approved button asset. Payment acceptance marks on a Merchant Site (as differentiated from the AEC button) should always be the blue box logo.
d. The AEC button must always be clickable where implemented. You may not use the AEC button in place of a payment acceptance mark or blue box logo on your website or app.
e. Ideal placement of the AEC button is prior to the majority of manual entry fields, to take full advantage of the autofill capability.
For the avoidance of doubt, you may terminate this American Express Addendum by removing the AEC button from your website or app, and ceasing to use AEC and all AXP Property. This will constitute notice to AXP your termination. AXP will have the right to suspend or terminate provision of AXP Property under this American Express Addendum at any time.