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, Discover 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, Discover 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, Discover and MasterCard products directly to you under this Wells Fargo Addendum; (ii) it must be a principal to this Wells Fargo Addendum; (iii) it is responsible for educating you on pertinent Visa, Discover 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, Discover and MasterCard.