Valitor Financial Services Terms

Last updated: October 24, 2016

This Valitor Group Services Addendum (“Valitor Addendum”) to the Stripe Services Agreement (“Agreement”) provides additional terms applicable to the Payment Services. Any terms used but not defined in this Valitor Addendum will have the meaning provided in the Agreement. As used in this Valitor Addendum, “Valitor” will refer to the Valitor Group including Valitor hf. and all legal entities, which from time to time, (a) directly or indirectly control Valitor hf. (except Arion bank) or (b) are controlled directly or indirectly by Valitor hf. or by an entity under (a). As used in the preceding sentence, “control” means direct or indirect ownership of more than fifty percent of the nominal value of the issued equity share capital or of more than fifty percent of the shares entitling the holders to vote for the election of directors or persons performing similar functions or right by any other means, to elect or appoint directors or persons who collectively can exercise such control.

This Valitor Addendum constitutes a legal tripartite agreement between you, Stripe, and Valitor. In order to use the Payment Services provided under this Valitor Addendum, you understand that Stripe or Valitor may enforce any provisions of this Valitor Addendum or the Agreement that relate to your use of Payment Services provided in conjunction with Valitor. Stripe or Valitor may also terminate this Valitor 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 Valitor Addendum to use Services provided by Stripe via Valitor. If you do not accept them, you may not use the Payment Services under this Valitor Addendum.

1. Purpose of this Addendum

When your Customers pay 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 Inc. (“Visa”) and MasterCard Europe S.A. (“MasterCard”) (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 Valitor.

Valitor is not responsible for the provision of any Services by Stripe or your use of the Services for your business. Valitor 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 13, you may contact Valitor 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 the Agreement, including the Network Rules applicable to acceptance of Visa and MasterCard branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposits). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Valitor 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 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 PCI PA-DSS (Payment Application Data Security Standard), as applicable, and only use 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. Audits and inspection of you and your processing activity by the payment card networks and Valitor. The audits and inspection will include either or both of desktop review and on-site visits;

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

k. Use all reasonable methods to resolve disputes with your Customers, including in relation to chargebacks, and not attempt to recharge a Customer for the transaction unless authorized by the Customer; and

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

3. Authorization for Handling of Funds

You authorize Stripe to initiate holds, receipts, and disbursements of funds on your behalf upon settlement of Charges from the Networks. You also authorize Stripe to instruct Valitor, on your behalf as your agent, on how and when 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 Valitor Addendum. Transfer of settlement funds to you will be suspended if required by applicable law, including laws related to Anti-Money Laundering (AML) control, sanctions screening and Political Exposed Person review. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Valitor prior to distribution to the account you designated in your Stripe Account, that you have no right to direct Valitor to distribute settlement funds, and that you may not assign any interest in any funds held at Valitor. Valitor may periodically make information available to you through Stripe regarding anticipated funds settlement from the Networks). This settlement information does not constitute or give rise to a deposit or other obligation owed by Stripe or Valitor to you. Any settlement information communicated to you is for reporting and informational purposes only. You do not own and have no rights in such funds until they are credited to the account you identified to Stripe. Any authorizations set forth in this Valitor 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 Valitor and its payment providers, the Networks, to credit reference agencies, fraud and AML screening agencies and other relevant governmental bodies to (i) provide the services described in this Valitor Addendum to you, (ii) comply with legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with legal, Network, or regulatory obligations, Valitor may provide any Data to law enforcement, Networks or regulators (as the case may be). This authorization is provided in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).

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 Valitor or the Networks (as applicable), or to a government authority in response to a valid government request. Further, you agree that you will at all times comply with the Payment Card Industry Standards (“PCI Standards” including, without limitation, PCI-DSS) with respect to Payment Data and will indemnify and hold Valitor 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, Valitor, or Stripe.

5. Term and Termination

This Valitor Addendum will have the same effective date as the Agreement and will continue so long as you use the Payment Services. This Valitor Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services or this Valitor Addendum may be terminated at any time by Valitor upon notice to you.

6. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to Valitor and Stripe that you (a) are legally able to enter into this Valitor 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 Valitor Addendum, the Documentation, and the Network Rules.

7. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Valitor, and their respective employees, directors, agents, and affiliates 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 Valitor 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 Valitor incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

8. Disclaimer of Warranties

ANY SERVICES DESCRIBED IN THIS VALITOR 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 VALITOR AS THEY DO TO STRIPE. VALITOR (a) IS NOT RESPONSIBLE FOR YOUR OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (b) DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, STRIPE, OR ANY THIRD PARTY.

9. Limitations on Liability

In no event will the Valitor 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 Valitor 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 Valitor be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or your Stripe Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.

Valitor assumes 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, Valitor’s cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by Valitor (including any fees paid to Valitor) 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 Valitor has been advised of the possibility of such damage.

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

10. Restrictions on Usage

You may not use any Services from, or on behalf of persons or entities in a country embargoed, blocked, or defined by any member state of the European Economic Area or the United States. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions 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 European Economic Area.

11. Dispute Resolution

All disputes under this Valitor Addendum are subject to the applicable provisions of the Agreement.

12. Waiver

The failure of Valitor to assert any of its rights under this Valitor Addendum will not be deemed to constitute a waiver by Valitor of its rights to enforce each and every provision of this Valitor Addendum in accordance with its terms.

13. Card Network Compliance and Disclosure

Valitor’s head office address is Dalshraun 3, 220 Hafnarfjörður, Iceland and its phone number is +354 525 2000.

a. Important Valitor Disclosures: Valitor discloses that (i) either Valitor or any entity within Valitor Group is the only entity approved to extend acceptance of Visa and MasterCard products directly to you; (ii) it must be a principal to this Valitor Addendum; (iii) it is responsible for educating you on pertinent Network Rules with which you must comply, but this information may be provided to you by Stripe; (iv) subject to this Valitor Addendum, it is responsible for and must provide settlement funds to you and does so via Stripe; 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 Valitor Addendum, you will (i) comply with data security and storage obligations in using and maintaining Payment Data as requested by the Agreement, this Valitor Addendum and applicable Law, including but not limited to the GDPR (Regulation (EU) 2016/679); (ii) maintain fraud and chargeback rates acceptable under the Network Rules; (iii) review and understand the terms of this Valitor Addendum; and (iv) comply with Network Rules, including but not limited to those provided by Visa and MasterCard.