Parties:
Stripe, Inc., a Delaware corporation, or the Stripe contracting entity identified in connection with the Agreement ("Stripe")
The Connected Account using Stripe Services through Ford Motor Company or its affiliate ("you")
Terms:
1. Relationship to other agreements
This is an Amendment to the Stripe Connected Account Agreement (the "Agreement") which governs your use of Stripe Connect through Ford Motor Company or its affiliate, and the other Stripe Services enabled through Stripe Connect. The Agreement is located at https://stripe.com/connect-account/legal, where the country code is the alpha-2 code specified in ISO 3166 for the country in which you are located.
2. Amendment
A new Section 8 (Refunds, Remedies, and Reserves) is added to the Agreement as follows:
8. Refunds; Stripe Remedies; and Reserves.
a. Refunds. A "Refund" is an instruction initiated by you or a customer for the full or partial return of funds to a customer for a processed Transaction. Stripe may decline to act upon a Refund instruction, or delay execution of the instruction, if it would cause your Stripe Account balance to be negative by more than $10,000.
b. Stripe Remedies. If any of the following events (each, a "Triggering Event") occurs: (i) you have incurred 65 Disputes and your Dispute Rate exceeds 0.65% of total processing volume over any 30-day period; (ii) you have processed 50 Refunds and your Refund rate exceeds 70% of total processing volume over any 30-day period; (ii) there is a material risk of your insolvency; (iii) you have a negative Stripe Account balance of more than $10,000 for more than 10 consecutive days, or for more than 5 consecutive days on 2 or more separate occasions in any rolling 6-month period; (iv) you enter a card monitoring program or cause Stripe to enter a card monitoring program; (v) a material change occurs in your flow of funds as a result of a change in your business model (including where the new flow causes a larger gap in time between taking payment and fulfilling orders, however excluding changes caused by production delays); (vi) you may be unable to cover future liabilities under this Agreement (including if there is a material deterioration of (y) your Financial Statements or (z) your ability to perform obligations under this Agreement); (vii) you are or are likely to become the subject of bankruptcy or insolvency proceedings; (viii) you materially breach this Agreement, applicable Law, the Financial Services Terms, Payment Terms and/or Payment Method Rules applicable to your use of the Stripe Services or, through your acts or omissions, cause Stripe to breach the same; provided that with respect to the Financial Service Terms, you will benefit from the same grace period granted to Stripe by the relevant Payment Method Acquirer thereunder; (ix) you have committed compliance violations, including being placed on any watchlist maintained by a regulator, or are engaging in a Prohibited Business; (x) a Change of Control occurs with respect to you, then and in every such event, and at any time thereafter during the continuance of such event, each as reasonably determined by Stripe, Stripe may do any or all of the following in order to mitigate the risk to Stripe: (A) initiate Reversals; (B) delay the payout of settlement funds to your Bank Account; (C) establish, fund and use a Reserve; and (D) suspend or terminate your ability to submit Transactions. Stripe may only exercise these remedies for the duration, and to the extent, as is reasonably necessary to address the underlying risk to Stripe, the customers, the Payment Method Acquirers, and the Payment Method Providers.
c Reserve. A "Reserve" is a portion of your Stripe Account balance that Stripe withholds from payout to your Bank Account. If a Triggering Event (as defined in Section 8.b.) occurs, Stripe may establish a Reserve. The amount of the Reserve will be reasonably related to any direct losses Stripe reasonably anticipates. Upon notice to you, Stripe may change the Reserve terms based on your Transaction history or as a Payment Method Acquirer or Payment Method Provider requires. Stripe may fund the Reserve through any or all of: (i) funds you provide upon Stripe's request; or (ii) amounts Stripe owes to you for Transactions that you submit through the Stripe Services. Stripe will release the Reserve once the reason for establishing the Reserve no longer exists.
3. Order of precedence
If there is any inconsistency between this Amendment and the Agreement, then this Amendment will prevail to the extent of the inconsistency.
4. Interpretation
Except as amended by this Amendment, all terms of the Agreement remain in full force and effect. Capitalized terms used but not defined in this Amendment have the meanings provided in the Agreement. The governing law and jurisdiction provisions of the Agreement apply to this Amendment.