Last updated: October 9, 2018
This Services Agreement ("Agreement") supplements the Blackbaud Payment Services Addendum ("BBPS Addendum") in force between Blackbaud and the person or legal entity identified in the BBPS Addendum ("you"). This Agreement creates a separate agreement between you, Blackbaud and Stripe Payments Canada, Ltd., a British Columbia corporation, located at 885 West Georgia St., Suite 1500, Box 1078, Vancouver, BC, V6C 3E8 ("Stripe"). Capitalized terms in this Agreement not defined inline are defined in Exhibit A, and otherwise have the meanings given in the BBPS Addendum.
Required Regulatory Disclosures
We are required by law to provide to you at the beginning of our agreement with a summary of certain information from the agreement and disclosure of our fees. This information is described in more detail in the body of the agreement.
Information Summary Box
Date of Agreement
The term of this Agreement will begin when your Stripe Account is created, and will have the same duration as the BBPS Addendum, unless terminated earlier as described in this Agreement.
Cancellation of Agreement and any applicable penalties
Stripe may terminate this Agreement (i) where you are in breach of this Agreement and fail to cure the breach upon 30 days' notice by Stripe (such notice only being required if curing the breach is feasible); (ii) upon 120 days' notice for any reason (including for any activity that may create harm or loss to the goodwill of a Payment Method); (iii) where you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (iv) where required to do so by a Financial Services Provider, a Payment Method Provider, a Payment Method Acquirer or under court or legal order. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement. You may terminate this Agreement following the introduction of a new fee, a fee increase or when a reduction in applicable interchange fees is not passed on to you. You have 90 days from the date you receive notice of the new fee or fee increase to terminate this Agreement. There are no penalties for termination. However, termination does not alter your liability for processed payments or Disputes.
As per your BBPS Addendum.
Complaint handling procedures
Merchant complaints should be submitted to Blackbaud.
Transaction return policy
Available from Blackbaud.
Code of Conduct
The Code of Conduct for the Credit and Debit Card Industry is available at the FCAC's website.
Available from Blackbaud.
The BBMS Processing Fees incorporate fees for your use of the Stripe Services. The BBMS Processing Fees, and how they may change, are described in the BBPS Addendum.
1. Purpose of this Agreement
This Agreement governs your use of the Stripe Services and management of your Stripe Account by Blackbaud. This management includes use and administration of data about you or your Transactions provided to Stripe ("Data") and initiating Activity. As used in this Agreement, any action submitted to Stripe on your behalf is referred to as "Activity", which includes initiating Charges or Refunds, handling Disputes, and other functions available through the Stripe Services.
You represent to Stripe that all of the information that you provide to Blackbaud is and will be accurate and complete. You agree to the terms and conditions provided in this Agreement, and understand that your use of the Stripe Services is subject to your acceptance of these terms and conditions.
2. Stripe Connect --- Your Stripe Account
Stripe Connect allows Blackbaud to help you access the Stripe Services into your site or application. In order to enable your access to the Stripe Services, you need to have an account with Stripe ("Stripe Account"). You delegate the creation and management of your Stripe Account to Blackbaud, and Blackbaud may use Stripe Connect for these purposes. Despite your delegation, you remain responsible and liable for all Activity that occurs in relation to your Stripe Account.
3. Payment Method Providers and Financial Services Providers
Your use of the Payment Processing Services is subject to additional terms that apply between you and one or more of Stripe, a Stripe Affiliate, and a Payment Method Provider. Stripe partners with financial institutions (each a "Financial Services Provider"), Payment Method Providers and Payment Method Acquirers to provide the Stripe Services. A Financial Services Provider may have specified additional terms and conditions ("Financial Services Terms") applicable to that provider's services. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method ("Payment Terms"). For example, Visa and Mastercard require you to enter into an agreement with the Payment Method Acquirer for Visa and Mastercard Transactions. The Payment Method Acquirer for Visa and Mastercard Transactions is Peoples Trust, and you may not submit Visa and Mastercard Charges without first agreeing to the Peoples Trust Financial Services Terms. The Financial Services Terms and Payment Terms are located at stripe.com/blackbaud/legal, and may be amended from time to time. Your use of the Stripe Services constitutes your acceptance of the relevant Financial Services Terms and Payment Terms. Additionally, a Payment Method Provider may enforce the terms of this Agreement directly against you.
If you engage a third party processor to create and deliver a payment card transaction directly to the payment card network, then you may be able to specify that the transaction will be cleared and settled by Stripe via our Payment Processing Services. If you intend to make use of this service with respect to the Payment Processing Services, you first must notify us. If you engage a third party to deliver this service, and you are permitted to designate Stripe in this manner, then you take the risk of the third party properly delivering the transaction to the payment card network. You understand and agree that Stripe will only clear and settle to you funds for transactions that are actually received by the payment card network. You further assume responsibility for any failure by such third party to comply with the applicable payment network rules.
For American Express Transactions, if your American Express Transaction volume exceeds a threshold amount set by American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American Express' then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express. In the event of such conversion, your relationship with Stripe will not be otherwise affected, and Stripe will continue to process your American Express Transactions in accordance with this Agreement.
4. Your Obligations
You must comply with all applicable Laws, payment network rules (including the Payment Method Rules), agreements with third parties that are binding on you, and this Agreement when using the Stripe Services. You are solely responsible for, and Stripe disclaims all liability for, your provision of the goods or services to your customers, or receipt of bona fide charitable donations, as well as any obligations you may owe to your customers or donors. This may include providing customer service, notification and handling refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Stripe Services. You are financially liable for Disputes, Refunds, Reversals, and any penalties or fines that arise from your use of the Stripe Services or imposed on you or on Stripe in relation to your Stripe Account, by Stripe or any Payment Method Provider or Payment Method Acquirer.
Upon request, you will provide Blackbaud with financial statements prepared in accordance with generally accepted accounting principles. You will also provide other information concerning your business and your compliance with the terms and provisions of this Agreement as Blackbaud may reasonably request.
5. Transaction Initiation and Settlement
You may only submit Transactions that are authorized by your customers or donors. You are responsible for any losses incurred due to fraudulent purchases made in connection with your use of the Stripe Services. The relevant Financial Services Provider will hold settlement funds in a clearing account, and you authorize Stripe to direct the Financial Services Provider on how and when to disburse funds in accordance with this Agreement. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason, and we are not responsible for such delay. You appoint Stripe as your payments agent for the limited purposes of directing, receiving, holding and settling payment card proceeds to you, and you agree that Stripe's receipt of payment processing proceeds satisfies your customers' or donors' obligations to make payment to you. You will not submit a Transaction for settlement if you receive a negative authorization or if the Payment Method has expired or is invalid. Stripe will direct the Financial Services Provider to transfer settlement funds to your Payout Account, net of fees, Disputes, and amounts owed.
You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you, and administered and managed by a financial institution located in Canada. If you update your Payout Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
You may not, other than as required by the Financial Services Terms or Payment Terms, grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account. You appoint Stripe as your agent for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Stripe's receipt of such proceeds satisfies the relevant end-customer's obligations to make payments to you. We will promptly update your Stripe Account balance to reflect any such proceeds that we receive on your behalf.
We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer ("Multi-Currency Processing"). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of the Charge (for example, through the API), the conversion rate that will apply to the Charge. If you Refund a Charge, the conversion rate that will apply will be the rate in effect at the time of the Refund, not the Charge. By submitting a Charge or Refund you will be deemed to have accepted the applicable conversion rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent Charges.
You may use functionality on the Stripe Services that enables you to receive recurring or subscription payments from your customers or donors, and to issue invoices to your customers. If you use the Stripe Services to submit recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing customers or donors 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 use the Payment Processing Services to issue invoices to your customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.
6. Actions Stripe May Take in Processing Transactions
Stripe may withhold the amount of a potential Dispute from settlement funds owed to you under this Agreement if Stripe reasonably believes that a Dispute is likely with respect to any Transaction. If you incur excessive Disputes, breach this Agreement, or present an unacceptable level of risk, each as reasonably determined by Stripe, Stripe may do any or all of the following: (i) initiate a Reversal; (ii) withhold potential Dispute amounts until the Dispute is resolved; (iii) require that Blackbaud establish, fund and use a reserve account to satisfy you obligations or potential obligations under this Agreement; or (iv) require that Blackbaud suspend or terminate your ability to continue to submit Transactions for authorization.
You authorize us and our respective vendors and agents to initiate debit and credit entries to the Payout Account, or any other account maintained by you at any institution that is a member of the Canadian Payments Association, doing business as Payments Canada, all in accordance with this Agreement. You agree that any withdrawal by us and our vendors and agents in accordance with this Agreement are Pre-Authorized Debits ("PADs") for business purposes, as defined under Rule H1 of Payments Canada. You hereby waive the right to receive advance notice from us and our vendors and agents of any and all such debits. This authorization will remain in effect after termination of this Agreement and until all of your obligations to us have been paid in full. If you change the Payout Account, this PAD authorization will apply to the new account and you shall provide us in writing such information regarding the new account as we deem necessary. Such new account shall thereafter be and become the "Payout Account" for the purpose of this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Payout Account. If you change the Payout Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Payout Account. You may revoke this PAD authorization upon thirty (30) days' prior written notice to us, but any such revocation shall constitute a material breach of this Agreement. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting the Payments Canada website. You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or Payments Canada.
If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the payment network rules, we may submit information about you, your representatives 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. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Stripe Account due to the misuse or damaging activity that causes us to make the report.
7. Fees and Taxes
The BBMS Processing Fees incorporate fees for your use of the Stripe Services. Stripe does not set the BBMS Platform Fees, which are solely controlled by Blackbaud.
You have sole responsibility for: (i) determining what, if any, taxes, duties or fees apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Stripe Services ("Taxes"); and (ii) assessing, collecting, reporting, and remitting Taxes to the appropriate tax and revenue authorities. If Stripe is required by Law to withhold any Taxes, Stripe may deduct such Taxes from the amount otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide Blackbaud with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. You must provide accurate information regarding your tax affairs as reasonably requested by Blackbaud and/or Stripe.
Your receipt of the Stripe Services may trigger an obligation for Stripe to provide certain notices or forms, including tax invoices or forms, to you. You appoint Blackbaud as your agent for the limited purpose of receiving any such notices and forms on your behalf. You agree that Stripe's delivery of such required forms or notices to Blackbaud satisfies any obligation Stripe has to make delivery of these notices or forms to you. Blackbaud will make the necessary information available to you in a manner consistent with applicable law.
8. IP Rights
As between the parties, Stripe owns all right, title and interest, including all IP Rights, in and to the Stripe Services, the Stripe Platform, the Stripe website, the Stripe trademarks and all other services offered by Stripe. Stripe grants you during the term of this Agreement a limited, non-exclusive, worldwide, royalty-free, non-transferable license, without the right to sublicense, to electronically access and use the Stripe Services solely to accept and receive payments in compliance with this Agreement and the BBPS Addendum. Without limiting the previous sentence, the Stripe Services may only be used to accept payments using payment cards for bona fide legal commercial transactions between you and your customers for goods and services that are free of liens, claims, and encumbrances, or to accept of bona fide donations. Except as expressly permitted by Law, you must not: (i) work around any of the technical limitations of the Stripe Services or enable functionality that is disabled or prohibited; (ii) reverse engineer or attempt to reverse engineer the Stripe Services; or (iii) perform or attempt to perform any actions that interfere with the normal operation of the Stripe Services or affect use of the Stripe Services by Stripe's other users.
You are responsible for the security of all Data in your possession, and may only use such Data in conjunction with the Stripe Services and as permitted by this Agreement or by the BBPS Addendum. If Stripe reasonably believes that an unauthorized access of Data in your possession or control has occurred, you will cooperate with Blackbaud and Stripe to provide information Stripe reasonably believes is necessary to help mitigate the impact of such access (which may include providing information or assistance that an auditor makes to you as part of a security audit, as may be shared with Stripe's Payment Method Providers and Payment Method Acquirers), and Blackbaud and/or Stripe may take such steps as are reasonable to address the unauthorized access.
Each of Stripe and you ("Receiving Party") will take all reasonable precautions to protect information that is identified as confidential, or that ought reasonably to be regarded as confidential ("Confidential Information") of the other party ("Disclosing Party"), including all precautions Receiving Party employs with respect to its confidential materials of a similar nature. Receiving Party may not disclose Disclosing Party's Confidential Information to any third party, except: (i) to Receiving Party's Affiliates; and (ii) where Stripe is Receiving Party, to Financial Services Providers, Payment Method Providers, and their respective Affiliates, and to Stripe's service providers. In all cases, Receiving Party must ensure that the third party recipients do not use or disclose the Confidential Information other than in accordance with the terms of this Agreement. Receiving Party may also disclose Disclosing Party's Confidential Information to the extent required by Law or court order, provided that Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has, to the extent reasonably possible, allowed Disclosing Party to participate in the proceeding.
The restrictions and obligations in the previous paragraph will not apply with respect to any information that Receiving Party documents: (i) is, through no improper action or inaction by Receiving Party or any Affiliate, agent, consultant or employee, generally available to the public; (ii) was in its possession or known by it without restriction prior to receipt from Disclosing Party; (iii) was rightfully disclosed to it by a third party; or (iv) was independently developed without use of or reference to any Confidential Information of Disclosing Party by employees of Receiving Party who have had no access to such information.
Stripe shall use any information relating to You collected by Stripe during the performance of this Agreement strictly for the purposes of (i) providing the Stripe Services to you, other Stripe users, and customers; (ii) mitigating fraud, financial loss or other harm; and (iii) analyzing, developing and improving Stripe's products, systems, and tools, and for no other purposes. The information Stripe may use for the purposes set forth in (iii) herein shall be restricted to any: (A) metrics (in any format or context) regarding the usage, performance, or transaction-level information relating to the Stripe Services (including, but not limited to, transaction volume and amounts for your Stripe Account); and (B) aggregated or anonymized data. Stripe provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective affiliates, as well as to Stripe's Affiliates, to allow us to provide the Stripe 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 paragraph.
You may not disclose the terms of this Agreement to any third party without the Stripe's prior written permission, except to your professional advisors under a strict duty of confidentiality or as necessary to comply with Law.
11. Representations and Warranties
You represent and warrant to Stripe that you: (i) have the right, power, and ability to enter into and perform under this Agreement; (ii) have all necessary rights and consents to grant the rights and licenses granted under this Agreement, and to allow Stripe to provide the Stripe Services; (iii) will comply with all Laws applicable to your business and your use of the Stripe Services; (iv) will comply with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standard (PA-DSS), as applicable; (v) will comply with the Financial Services Terms, Payment Terms and Payment Method Rules; (vi) and your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (vi) and your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (vii) will not use the Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (viii) do not and will not conduct or transact with a business or business practice identified by Blackbaud as prohibited, or uses of the Stripe Services 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).
Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You will defend Stripe, its Affiliates, and the directors, employees and agents of each (the "Stripe Parties") from any claim, suit, demand, action, investigation or proceeding brought by a third party to the extent arising out of or relating to any (i) breach of any of your representations, warranties or obligations under this Agreement; (ii) your use of the Stripe Services, including any Refunds, Reversals, Disputes, and any fees, penalties or fines imposed on Stripe by any Payment Method Provider, Financial Services Provider or government entity as a result of your use of the Stripe Services; (iii) your failure to describe or deliver goods or services as required by Law (including contractual obligations to your customers or donors); or (iv) your negligence, willful misconduct, or fraud, (each, a "Claim Against Stripe"). You will indemnify the Stripe Parties for damages, liabilities (including reasonable legal fees), penalties and fines paid or incurred by Stripe to the extent arising out of a Claim Against Stripe.
13. Disclaimer and Limitation on Liability
Except as expressly provided in this Agreement, and to the maximum extent permitted by Law, neither party makes any warranties to the other party, and each party disclaims all warranties, oral or written, express, implied or statutory, with respect to its performance under this Agreement, fitness for a particular purpose, non-infringement, and implied warranties arising from any course of dealing, course of performance or usage in trade. In addition, and without limitation, Stripe is not responsible for Blackbaud's acts or omissions in providing services to you or your customers or donors.
To the maximum extent permitted by Law, and despite anything in this Agreement to the contrary, in no event will Stripe or its Affiliates be liable in relation to this Agreement or the Stripe Services, whether in contract, negligence, strict liability or other legal or equitable theory, for: (i) any indirect, incidental, exemplary, special, reliance or consequential damages, including loss of profits or loss of data, even if advised of the possibility of these damages; or (ii) for any direct losses or damages in excess of the aggregate amount of fees received by Stripe pursuant to this Agreement during the three month period immediately preceding the event giving rise to the claim for liability. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
14. Other General Legal Terms
a. Term, Termination, and the Effects of Termination. The term of this Agreement will begin when your Stripe Account is created, and will have the same duration as the BBPS Addendum, unless terminated by Stripe, as described in this Agreement. Stripe may terminate this Agreement (i) where you are in breach of this Agreement and fail to cure the breach upon 30 days' notice by Stripe (such notice only being required if curing the breach is feasible); (ii) upon 120 days' notice for any reason (including for any activity that may create harm or loss to the goodwill of a Payment Method); (iii) where you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (iv) where required to do so by a Financial Services Provider, a Payment Method Provider, a Payment Method Acquirer, or under court or legal order. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement. All provisions giving rise to continuing obligations will survive termination of this Agreement. You may terminate this Agreement following the introduction of a new fee, a fee increase or when a reduction in applicable interchange fees is not passed on to you. You have 90 days from the date you receive notice of the new fee or fee increase to terminate this Agreement. There are no penalties for termination. However, termination does not alter your liability for processed payments or Disputes.
b. Reporting. Some Payment Method Providers maintain lists of merchants who have had their merchant agreements or card acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that Stripe may be required to report your business name and the names and other information regarding its principals to the Payment Method Providers for inclusion on such list(s). You expressly agree and consent to such reporting if Stripe terminates this Agreement under Section 14a(i), (iii) or (iv), or for any other reason specified as cause by Visa, MasterCard or the Discover Network. Furthermore, you agree to waive and hold Stripe harmless from and against any and all claims which you may have as a result of such reporting.
c. Binding Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, 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 referred to and finally determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of the arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that Province. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Either party may commence arbitration by providing to ICDR Canada and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
d. Right to Amend. Stripe may reasonably amend this Agreement upon notice to you, which will be provided via Blackbaud. You agree that any changes to this Agreement will be binding on you within 710 days of such notice, and your continued use of the Stripe Services constitutes your consent to any such changes to the Agreement.
e. Assignment. You may not assign or attempt to assign this Agreement without Blackbaud's prior written consent.
f. Entire Agreement. This Agreement constitutes the entire agreement between you, Blackbaud and Stripe with respect to the Stripe Account that is created and managed on your behalf by Blackbaud. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to this scope. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable Laws, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Laws, and the remaining provisions will continue in full force and effect.
g. Notices. Unless otherwise stated in this Agreement, all notices under this Agreement will be given by email. For Stripe, the email address will be firstname.lastname@example.org, and for you, your email address will be the address you provided to Blackbaud. Notices sent to you under this Agreement will be sent by Stripe through Blackbaud. Notice is effective one business day after sending by email.
h. Additional Services. From time to time, Blackbaud may provide you with access to additional features or services offered by Stripe, which may be subject to additional or different terms of service and fees, including features or services that are identified as "beta" or prerelease. You may not use additional features and services unless you agree to the applicable terms. You understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, any use of or reliance on beta or pre-release features or services is done at your own risk and is provided as is and without warranty of any kind.
i. Force Majeure. Stripe will not be liable for delays in processing or other nonperformance to the extent caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, acts of nature, or other causes over which Stripe has no reasonable control.
j. Legal Fees. In any action or suit to enforce or to interpret this Agreement, the prevailing party is entitled to recover its reasonable legal costs.
k. Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
l. Cumulative Rights, Construction, Waivers. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word "including" means "including, without limitation." The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.
m. No Agency. Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor. Unless a Payment Method Provider expressly agrees, neither you nor we have the ability to bind a Payment Method Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
n. Language. The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s'y rattachent soient rédigés en langue anglaise.
o. Code of Conduct. The Financial Consumer Agency of Canada (the "FCAC") has established a Code of Conduct for the Credit and Debit Card Industry (the "Code"), a copy of which is available at the FCAC's website. Stripe has established a process for managing potential Code compliance violations. If you have a complaint about a particular element of the Code, please submit your complaint to Stripe Support and include all of the following information:
- Your name
- Business name on your Stripe account
- Business address with territory specified
- Name and email address of administrator on your Stripe account
- General summary of your complaint and, if you have any supporting documents, please provide them upon response from our Support team.
- Identify one or more of the following elements of Code that the complaint pertains to:Element 1: Transparency and Disclosure Element; Element 2: Notice of fee increase or new fee Element; Element 3: Contract Cancellation; Element 4: No Obligation Acceptance; Element 5: Payment Method Discount Element; 10: Negative Option Acceptance; Element 11: Contactless Payments; 12: Renewal and Cancellation Disclosure; Element 13: Complaint Handling Process
Please ensure that all information requested is provided so that we may appropriately investigate the matter. Per the Code, we will acknowledge receipt of your email within 5 days of receipt. We will either resolve the complaint within 90 days or provide you information as to why it has not been resolved within such period. If your complaint has not been resolved after following the above process, you may contact the Financial Consumer Agency of Canada by calling 1-866-461-3222 or emailing email@example.com.
Except where otherwise agreed upon in writing between you and Stripe, you are bound by this Agreement on the date your account was opened with Stripe. You may close your account and terminate this Agreement at any time, and there is no fee to do so. Pricing is set out in your BBMS Addendum.
EXHIBIT A -- DEFINITIONS
"Affiliate" means an entity controlling, controlled by, or under common control with the applicable party.
"Charge" means a credit or debit instruction to capture funds from an account that a customer or donor maintains with a bank or other financial institution in connection with a Transaction.
"Dispute" means an instruction initiated by the customer or donor to reverse or invalidate a processed Charge incurred in a Transaction (including "chargebacks" and "disputes" as those terms may be used by Payment Method Providers).
"IP Rights" means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights.
"Law" or "Laws" means all laws, rules, regulations and other binding requirements of any governmental authority with jurisdiction.
"Payment Method" means a type of payment method that Stripe accepts as part of the Payment Processing Services, and includes credit and debit cards.
"Payment Method Acquirer" means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.
"Payment Method Provider" means the provider of a Payment Method, such as Visa, MasterCard, Discover and American Express.
"Payment Method Rules" means the guidelines, bylaws, rules, and regulations, as in effect at the time of a Transaction, set by the Payment Method Provider for the use of a Payment Method, and includes, in relation to credit cards, the payment card network operating rules specified by the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International ("Visa"), the Mastercard Rules specified by MasterCard International Incorporated ("Mastercard"), the American Express Merchant Operating Guide specified by American Express, and the Discover Network Rules (please contact Discover for a copy) specified by Discover Financial Services, LLC ("Discover"). Collectively, Visa, Mastercard, American Express and Discover are referred to in this Agreement as the "Networks".
"Payment Processing Services" means the services offered by Stripe that enable you to accept payments from your customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.
"Payout Account" means the bank or other financial institution account that you designate to receive settlement funds.
"Payout Schedule" means the time it takes for Stripe to initiate settlement to your Payout Account.
"Refund" means the full or partial reversal of a Charge incurred in a Transaction that is initiated by you.
"Reversal" means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge because: (a) the Transaction is invalidated by the Payment Method Provider; (b) the settlement funds were sent to you in error for any reason; (c) the customer or donor did not have authorization to send the payment; or (d) you received the payment for activities that violated the Payment Method Rules, this Agreement or any other agreement you have with Stripe.
"Stripe Platform" means the hardware, software and other technology that Stripe owns or licenses and which Stripe uses to provide the Stripe Services.
"Stripe Services" (and "Services", as used in the Financial Services Terms and Payment Terms) means the services offered by Stripe, and includes the Payment Processing Services, analytics and other business services as made available to you via Blackbaud.
"Transaction" means a Payment Method request initiated by you via the Stripe Platform with respect to a payment from a customer or donor to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals, with respect to that Payment Method request.