Stripe Issuing: Spend Card Program Agreement — United StatesLast Updated: November 19, 2020Welcome to Stripe Issuing.The Stripe Issuing Spend Card is a business charge card issued under the Stripe Issuing Spend Card Program (as further defined below, the "Program") and pursuant to this Stripe Issuing Spend Card Program Agreement ("Agreement") among you, Stripe, and Issuer. The Stripe Issuing Spend Card is issued by the Issuer, and the Program is managed by Stripe, Inc., a Delaware corporation ("Stripe").1. IntroductionAs used in this Agreement, "we", "us" or "our" refers to Stripe and Issuer. Unless otherwise indicated, "you" and "your" refers to the entity that has applied and qualified for receiving the Stripe Issuing services described in this Agreement as the Program Services and established with us a Program Account and one or more Card Account(s). This Program is provided in connection with other products and services offered to you by Stripe pursuant to the Stripe Services Agreement between Stripe and you (the "Stripe Services Agreement"). Capitalized terms used in this Agreement and not otherwise defined (either in-line or by hyperlink) have the same meaning as in the Stripe Services Agreement. By accepting this Agreement or using Program Services, you consent to electronic communications as provided for in the E-SIGN Disclosure. Subject to this Agreement, you may authorize employees and other persons to use the Cards to make business-purposes purchases and other Transactions on your behalf ("Authorized Users"). You must appoint a person to manage your participation in the Program (an "Administrator"), including managing how Authorized Users may use Stripe Issuing Spend Cards.This Agreement is organized into several sections:Sections 2 and 3 govern Program Account opening and your use and management of the Stripe Issuing Spend Card Program.Section 4 governs Authorized Users' use of Stripe Issuing Spend Cards. You must ensure your Authorized Users accept and comply with the terms of Section 4 and the Stripe Issuing Spending User Terms posted on our website (the "User Terms").Sections 5 through 10 are general terms governing your use of the Program. Sections 5 through 10 apply both to you and to your Authorized Users. You are responsible and liable for you and your Authorized Users' compliance with Sections 5 through 10.Section 11 provides terms that apply only to use of the Program by Platform Providers. (Platform Providers also are subject to the other provisions of this Agreement.)Section 12 provides general terms applicable to all parties to this Agreement.Section 13 provides definitions of the capitalized terms used throughout this Agreement.The User Terms restate certain provisions of this Agreement that govern Authorized Users' use of Stripe Issuing Spend Cards. The User Terms are provided to you and your Authorized Users as a convenience to you and do not establish a contract or other legal relationship between us and your Authorized Users or otherwise change or limit your responsibility and liability for your Authorized Users.2. Opening a Program Account.2.1 Registration. By applying for and establishing a Program Account, you and the person creating your Program Account (your "Representative") represent and warrant that you are a commercial enterprise or bona fide charitable organization, and you agree that your Program Account and all Cards will be used for business purposes only. You must provide information identifying your company and its Principal Owners, and other information we require, when opening your Program Account, and you agree to keep this information current. You acknowledge that Stripe may share this information with Issuer. You represent and warrant that you are not currently and will not become subject to a U.S. Office of Foreign Asset Control ("OFAC") list, or any Law or other government agency list that prohibits or limits us from providing Cards to you or from otherwise conducting business with you. Until you have submitted, and we have reviewed and approved, all required information, your Program Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.2.2 Business Representative. You and your Representative individually affirm to Stripe that (i) your Representative is authorized to provide the information described in this Section 2 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. 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 Program Account on behalf of a user that Stripe previously terminated from use of the Program. 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 Program.2.3 Information about Your Asset Account. In order to allow us to determine and monitor your qualification to maintain your Program Account and your Available Spend, you agree to open and maintain an account with Stripe or an Affiliate for purposes of holding funds to support the credit extended in connection with this Program (the "Asset Account"). The Asset Account will be maintained at a financial institution designated by Stripe. By entering into this Agreement, you agree to give us the ability to view and verify the balance of your Asset Account linked to your Program Account at any time. You agree to provide and maintain true, accurate, complete, and current information about your Asset Account and to notify us of any change to it.2.4 Validation. At any time during the term of this Agreement and your use of the Program, we may require additional information from you to verify your Principal Owners 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, your Representative, your Principal Owners or your principals. Your failure to provide this information or material may result in suspension of termination of your Program Account. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you, your Representatives, your Principal Owners or your principals. 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 Program Account. Stripe may periodically update this information as part of our underwriting criteria and risk analysis procedures.2.5 Changes to Your Business, Keeping your Account Current. You agree to keep the information in your Program Account current. You must promptly update your Program Account with any changes affecting you, the nature of your business activities, your Representatives, your Principal Owners, your principals, or any other pertinent information. We may suspend your Program Account or terminate this Agreement if you fail to keep this information current. You agree to promptly notify us (or, in the case of Platform Companies, your Platform Provider) in writing no more than three days after any of the following occur: (a) you become subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (b) there is an adverse change in your financial condition; (c) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (d) you transfer or sell 25 percent or more of your total assets or there is any change in the control or ownership of your business or parent entity; or (e) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent of more of your assets. Platform Providers shall promptly forward all information received from their Platform Companies under this Section to Stripe.3. Participating in, Using, and Managing the Program.3.1 Administrators, Authorized Users, Documentation. As part of the Program, Stripe will establish a commercial card account with Issuer on your behalf, containing sub-accounts for each Card issued to you and Authorized Users. Each Card is issued by Issuer, under a license from the applicable Card Network. Each Company must appoint an Administrator to administer its use of the Program, which will include managing how Authorized Users use Cards. You are responsible for notifying your Administrator and Authorized Users of their authority and obligations under this Agreement and User Terms, ensuring that all Authorized Users accept the User Terms prior to activation and use of their Card, and ensuring that the Administrator and each Authorized User comply with the terms of this Agreement and the User Terms. You are solely responsible for any actions Administrators take on your behalf. We make resources and documentation available to you on the Program through the current versions of Stripe's support pages, API documentation, and other pages found at https://stripe.com/docs (collectively, "Documentation").3.2 API and Dashboard. Stripe has developed and provides access to the API that may be used to access the Program, either directly or through a Platform Provider. You may use the API solely as described in the Documentation. You may manage your Program Account and enable additional features through the Stripe dashboard, or if you are a Platform Company, through your Platform Provider's dashboard ("Dashboard" refers to the Stripe Dashboard unless you are a Platform Company accessing the Program Services through your Platform Provider's dashboard, in which case "Dashboard" refers to your Platform Provider's dashboard). Platform Providers may offer Program Services through a Dashboard provided by the Platform, in which case the Platform Provider will connect to the Stripe API, rather than the Platform Company connecting directly to the Stripe API and accessing the Stripe Dashboard. 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 Program, we will update the API and Documentation from time to time, and may add or remove functionality. We (or your Platform Provider, if applicable) will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Program with minimum interruption. We (or, in the case of a Platform Company, your Platform Provider) will make API keys available to you through the Dashboard. You are responsible for securing your API keys -- do not publish or share them with any unauthorized persons. Failure to secure your API keys will increase the likelihood of fraud on your Program Account and potential losses to you. You should contact us (or, in the case of a Platform Company, your Platform Provider) immediately if you become aware of any unauthorized use of your API key or any other breach of security regarding the Program. We provide more details on proper use of API keys in the Documentation.3.3 Restricted Businesses and Activities. You may not use the Program to facilitate illegal Transactions or to permit others to use the Program for personal, family or household purposes. You may not use the Program to enable any person (including you) to benefit from any activities Stripe has identified as a restricted business or activity or we may inform you that Issuer has identified as a restricted business or activity (collectively, "Restricted Businesses"). Restricted Businesses include use of the Program 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 OFAC. In addition, you may not allow, and may not allow others to: (a) access or attempt to access non-public Stripe systems, programs, data, or services; (b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Program, Documentation, or our website except as expressly permitted by Laws; (c) act as service bureau or pass-through agent for the Program with no added value to Customers; (d) transfer any rights granted to you under this Agreement; (e) work around any of the technical limitations of the Program or enable functionality that is disabled or prohibited; (f) reverse engineer or attempt to reverse engineer the Program except as expressly permitted by Laws; (g) perform or attempt to perform any actions that would interfere with the normal operation of the Program or affect use of the Program by our other users; or (h) impose an unreasonable or disproportionately large load on the Program.3.4 Compliance with Law. You must engage in the Program in a lawful manner and comply with all applicable Laws, which may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws.3.5 Cards and Card Accounts.(a) Generally. All Cards issued and provided to your Authorized Users and all corresponding Card Accounts are linked to your Program Account. Subject to this Agreement, Authorized Users may use Cards to make Charges on your behalf. When you request a Card, a separate Card Account is created for the Card and the Card is linked to the Card Account created in conjunction with the issuance of the Card. When your Authorized Users make a Charge and we approve it, Issuer will extend credit to you to fund the Charge, and you agree you will repay Issuer for the Charge in accordance with this Agreement. You acknowledge that Charges access your line of credit; they do not result in a corresponding debit to your Asset Account.(b) Card Orders.(i) Generally. You must submit to Stripe an initial Card order request via the Dashboard or API, unless you access the Program through a Platform Provider, in which case the Platform Provider will submit the Card order to Stripe on your behalf. Stripe will procure Cards based upon information contained in the Card order request. At your cost and expense, Stripe will (A) procure and ship Cards to the address specified in the order request and (B) re-distribute replacements of Cards reported as lost, stolen, or damaged, and (iii) provide Program materials to you.(ii) Card Designs. All card designs, including logos, artwork, and written disclosures for physical cards, must be submitted for review and approval prior to distribution (similar to the Card order, Platform Providers will handle this process on behalf of their Platform Companies). Upon receipt of your submission, Stripe will review for consistency with this Agreement, Card Network Rules (including Card Network branding guidelines), Law and reputational considerations (collectively, the "Design Requirements"). In the event that Stripe cannot approve a proposed card design, Stripe will provide guidance on modifications necessary to comply with the Design Requirements. Please see the applicable Card Network's website for further information.(c) Requesting Cards and Activation. Administrators may request additional Cards to be provided to Authorized Users through the Dashboard. Only Administrators will be allowed to request Cards and make changes to the Program Account and Cards on your behalf. Only Authorized Users may make Charges on Cards issued to you. Cards must be activated prior to their use. You can activate your Cards through the Dashboard. If you need further instructions, check with your Administrator. All Cards remain the property of Issuer and must be returned upon request. Issuer may cancel, revoke, repossess, or restrict the use of Cards at any time.3.6 Limits and Available Spend.(a) Generally. You may not make any Charge that would cause you to exceed or violate any of the limits set forth in this Section 3.6. Except as otherwise indicated in this Section, you may view these limits through the Dashboard.(b) Total Spending Limit. When you open your Program Account, we will establish a "Total Spending Limit" for your Program Account, which will be the maximum aggregate amount available for Charges on your Program Account across all Cards and Card Accounts. Your initial Total Spending Limit will be based on the amount of assets in your Asset Account. We may increase or decrease your Total Spending Limit at any time, in our sole discretion, based on your Program Account and Transaction history, Asset Account, and related risk and credit considerations. You can request your Total Spending Limit any time by emailing us at support-issuing@stripe.com.(c) Card Spending Limits and Daily Spending Limits. We or your Administrator may set, and adjust from time to time, a Card Spending Limit or a Daily Spending Limit for any Card under your Program Account.(d) Available Spend. The aggregate amount available for Charges on Cards under your Program Account at any given time (the "Available Spend") will be the lesser of: (i) the amount of assets in your Asset Account, as determined by us in our sole discretion, minus the amount of any outstanding unpaid balance and holds on Cards under your Program Account; or (ii) the Total Spending Limit. In addition, the amount available for Charges on a particular Card will be subject to the Card Spending Limit and/or Daily Spending Limit (if any) for that Card.3.7 Other Limits. We may establish limits on the types of merchants with which Authorized Users may make Charges. Administrators also may establish these limits. Further, we may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Program Account and/or Cards. We reserve the right to (i) decline to authorize any Charges that would cause you to exceed any applicable limit, (ii) decline to authorize Charges at merchants characterized by the Card Network or us as prohibited or restricted merchants, and/or (iii) decline to authorize Charges, reverse Charges, and/or suspend Cards for any other reason, including for violation of this Agreement, suspected fraud, or creditworthiness or Network Rules. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card. We further reserve the right to place a hold on a Card for any Charge. Where a hold is placed on a Card, the amount of the hold will reduce the Available Spend until the hold is released. We further reserve the right to prevent Cards from functioning outside of the United States.3.8 International Use. In the event that Cards are used to make international Charges, Issuer will convert into U.S. Dollar the Charges made in a currency other than U.S. Dollar. We or the applicable Network will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the applicable Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.3.9 Payment Terms.(a) Account Statements. Your Transaction History and Account Statements will be available to you on the Dashboard.(b) Amounts Due. On each Business Day, you must pay the total outstanding balance on your Program Account, which will include any amounts due for Charges made with your Cards and any fees, penalties, finance charges, and other amounts incurred through use of your Cards or posted to your Program Account (collectively, the "Amounts Due"). The Amounts Due include all Charges made by any person, regardless of whether a Card is physically presented for a Charge. You will pay us the Amounts Due, regardless of how they were incurred, for what they were incurred (including if they were incurred for a purpose not permitted under this Agreement), or who has incurred them. The Amounts Due and date on which the Amounts Due must be paid will be reflected on the Account Statement made available to you through the Dashboard. You agree to pay the Amounts Due in U.S. Dollars no later than the stated payment date.(c) Method of Payment. You may pay the Amounts Due from any financial account (including your Asset Account). We will give you the option of authorizing us to debit automatically the Amounts Due from your Asset Account on each Business Day. If you would like to pay Amounts Due from an alternate payment source, please contact us. Unless you contact us to provide an alternate payment source, we will automatically debit the Amounts Due from your Asset Account on each Business Day and you hereby authorize us to initiate a debit from your Asset Account to pay the Amounts Due on each Business Day. If we are unable to successfully debit the Asset Account, or if we are notified that the Asset Account has insufficient funds to complete the debit, you hereby direct us to re-attempt to debit the Asset Account up to two additional times. You agree that we will have no liability if we cannot successfully debit the Asset Account or if the Asset Account has insufficient funds when we attempt (or re-attempt) to debit it. If we cannot successfully debit the Asset Account, or if the Asset Account has insufficient funds, you authorize us to debit any other Asset Account connected to your Program Account or other accounts held by you with Stripe, setoff funds you owe us from any future deposits to the Asset Account to the extent not prohibited by applicable Law, or take any action described in this Agreement or the Stripe Services Agreement. The exact time we debit the Asset Account for the Amounts Due may vary. If we are unable to successfully debit any of the foregoing accounts and fully satisfy Amounts Due when owed, we may suspend your ability to make any further Charges on any Cards in our sole discretion. Furthermore, you may be assessed returned payment fees related to any insufficient funds transaction.3.10 Fees and Penalties. Stripe will provide the Program to you at the rates and for the fees described on the Pricing Page; provided that, Platform Companies may receive Program Services through their Platform Provider at other rates or fees disclosed by your Platform Provider. In addition to the fees, you are also responsible for any penalties imposed on you or Stripe in relation to your Program Account or your Authorized Users' Card Accounts. Fees and penalties may include periodic fees, foreign transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and penalties for late or failed payments. All fees or penalties you owe are in addition to amounts owed for Charges on Cards and Card Accounts associated with your Program Account. We may change fees or penalties by providing you advance notice before revisions become applicable to you.3.11 Reporting Errors or Disputing Charges. If you have a dispute with the product or service that is the subject of a Charge, you should contact the merchant or seller of that product or service to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the Charge by contacting Stripe or, in the case of a Platform Company, by contacting your Platform Provider and your Platform Provider will submit the chargeback through Stripe. You understand that we are subject to the Card Network Rules regarding chargebacks and may not be able to successfully chargeback the Charge. If you believe a Charge was unauthorized, or if you believe the Account Statement contains any errors, please contact Stripe (or, in the case of a Platform Company, your Platform Provider) immediately. You (or your Platform Provider) must report any Disputed Charge or error no more than 60 days after the Disputed Charge posted to your Program Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Disputed Charge and Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. We will review the information you submit in a commercially reasonable manner. To avoid late fees and sustained reduction to your Available Spend, you should pay the Disputed Charge while we determine the validity of the dispute. If the dispute is deemed valid, we will credit the Disputed Charge amount back to your Program Account. By accepting this Agreement, you assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to your Program Account.3.12 Card Security and Responsibility for Charges. You and your Authorized Users are responsible for securing Cards, Card Account numbers and Card security features (including the CVV and PIN). You are responsible for Charges, fees and penalties resulting from any Authorized User's failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Transactions on Cards issued to you. If you or an Authorized User uses or allows someone else to use the Card or Card Account for any other purpose, you will be responsible for such use and may be required to reimburse us and the Card Network for all amounts or expenses paid by such entities as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Program Account and each Card and Card Account, and you agree to notify us immediately by contacting Stripe of any loss, theft or unauthorized use of your Program Account or any Card or Card Account. You understand that you are liable for the unauthorized use of your Program Account and all Cards and Card Accounts associated with your Program Account to the fullest extent permitted by Law. You are liable for all Transactions on your Program Account, unless: (a) the Transaction is successfully disputed through the Card Network transaction dispute process; or (b) an unauthorized Transaction occurs after Stripe has been successfully notified via the Dashboard or API that the applicable Card has been lost, stolen or compromised. You will be liable to Stripe for any fees, charges, costs, amounts, expenses or other Losses that result from your or your Authorized Users' actions or inactions.3.13 Default; Failure to Pay; Collections. We may determine that your Program Account is in default and declare your total outstanding unpaid balance immediately due and payable on demand if: (a) you breach any provision of this Agreement, the Stripe Services Agreement or any other agreement that you have with Stripe; (b) you pose an unacceptable regulatory, reputational, or financial risk to us as determined by us; or (c) you do, or we believe you may, cease to exist or experience any event contemplated by Section 2.5. If we determine that your Program Account is, or is likely to be, in default, we may take any action we deem necessary, including decreasing your Total Spending Limit, adjusting your Card Spending Limit and/or Daily Spending Limits, ceasing to authorize Charges, refusing to issue new Cards, and/or deeming all amounts you owe immediately due. Subject to Law, you agree that we have the right to set-off or recoup any amount you owe on your Program Account and any Cards and Card Accounts associated with your Program Account or any claim we have related to this Agreement against or from your Asset Account. You also agree Stripe may exercise its rights under this Agreement against any Stripe Accounts you maintain with Stripe under the Stripe Services Agreement or other Stripe agreements, including without limitation, by authorizing us to debit or setoff funds you owe us from any amounts processed by us under the terms of the Stripe Services Agreement. You will pay any legal fees we incur and all other reasonable costs we incur while collecting amounts owed by you under this Agreement.3.14 Closing Your Account. We may refuse to authorize any Charge or may close or suspend your Program Account or any Card at any time if we believe, in our sole discretion, that you or your Program Account present an unacceptable level of financial, reputational or regulatory risk, or we have been directed to do so by the Issuer. We may condition the reactivation of your Program Account or Cards upon payment of amounts owed or the establishment or replenishment of assets in your Asset Account. We may require you to provide financial and other information we deem necessary, including any information we need to comply with legal or regulatory requirements and our internal policies and procedures. If we do, you agree to provide the information to us. You may close your Program Account or any Card by providing notice to us (or your Platform) through the Dashboard or by contacting us. You must pay all amounts owed under this Agreement prior to such closure.3.15 Authorized User Servicing.(a) General. Except as otherwise provided in this Section or in Section 11 for Platforms, you will handle all inquiries regarding: (i) Card usage, (ii) lost, damaged or stolen Cards, and (iii) all other inquiries from Authorized Users. You agree to handle such inquiries in accordance with Law, including state and federal standards prohibiting unfair or deceptive acts or practices. Unless otherwise agreed to by Stripe, you may not outsource your obligations under this Section to any third party. Notwithstanding anything to the contrary in this Agreement, you agree to indemnify Stripe and Issuer for any claims brought by an Authorized User or other party due to your handling of inquiries.(b) Complaint Handling. Each Company shall direct its Authorized Users to submit Complaints regarding the Program to issuing-complaints@stripe.com or forward any Complaints received from Authorized Users to Stripe at issuing-complaints@stripe.com. Platform Providers shall direct their Platform Companies to submit Complaints regarding the Program to issuing-complaints@stripe.com. All Complaints must be submitted to issuing-complaints@stripe.com within three (3) days of Company's/Platform Company's receipt. Complaints will be addressed consistent with Stripe's Complaint handling guidelines. (Complaints or feedback about the Program from an employee of your Company/Platform Company may be handled by you directly and do not need to be sent to issuing-complaints@stripe.com.)(c) Training. You are responsible for ensuring that your employees and other representatives with responsibility for marketing and/or servicing Stripe Issuing for your customers, Authorized Users, and Program Account have read these terms, Marketing Guidelines and Complaint handling guidelines provided by Stripe, and any other guidance on managing the Program that we may provide from time to time.3.16 Rewards ProgramA Company or Platform Provider participating in the Program may decide to offer a Rewards Program in connection with Card Accounts associated with their Program Account (or, in the case of a Platform Provider, Platform Company Accounts). If offered, the terms and conditions of the Rewards Program will be found via linked terms here, and are incorporated herein by reference, or shall otherwise be posted on the Company or Platform Provider's website.4. Terms for Your Authorized Users4.1 Authorized User Terms. Your use, and if you are a Platform Provider, your Platform Companies' use, of Stripe Issuing is subject to you ensuring that all of your Authorized Users accept and comply with the User Terms. You are responsible to Stripe and Issuer for your Authorized User's compliance with the User Terms.4.2 Using Cards. Authorized Users may only use Cards for bona fide business purchases and for valid and lawful purposes. Authorized Users may not use Cards for personal, family or household purposes. All Cards remain the property of the Issuer and must be returned upon request. Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including for violation of this Agreement, suspected fraud, or creditworthiness. We also may decline to authorize Charges at merchants characterized by the Card Network or us as prohibited merchants. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.4.3 Card Account Holds. When an Authorized User uses a Card to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the amount of the final Transaction is unknown at the time of authorization, a hold may be placed on the Card Account for an amount equal to or in excess of the final Transaction amount. We also may place a hold on available funds in the Card Account for certain other Transactions. When a hold is placed on the Card Account, the amount of the hold will reduce the Available Spend until the hold is released.4.4 Card Security. Authorized Users are responsible for securing Cards, Card Account numbers and Card security features (including the CVV and PIN).4.5 Prohibited Persons. Each Authorized User must represent and agree it is not, at the time of Card activation, and will not become, subject to an OFAC list, or any Law, regulation, or other list of any government agency that prohibits or limits us from providing Card Accounts or Cards to the Authorized User or from otherwise conducting business with the Authorized User.5. Data Protection and Security.5.1 Data Protection. You represent, warrant, and agree that you are and will continue to be compliant with all applicable Laws governing the privacy, protection, security, confidentiality, and use of data that you provide to us or access or use in connection with the Program. You further represent, warrant, and agree that you have obtained and will maintain all necessary rights and consents under applicable Law to provide to us, and to allow us 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 Authorized Users. You are solely responsible for disclosing to Authorized Users that we may receive Personal Data from you. Additionally, where required by applicable Law or the Card Network Rules, we may delete or disconnect an Authorized User's Personal Data from your Program Account when requested to do so by the Authorized User. If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under Law and provide you with sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Authorized User.5.2 Program Data. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of your Program Account, Card Accounts, Cards, Statements, and Charges without our express written consent. You may not disclose Program Data to others except in connection with processing Transactions and consistent with Laws and Card Network Rules.5.3 Use of Data by Us. Stripe processes, analyzes, and manages Data to: (a) provide the Program to you and other users; (b) mitigate fraud, financial loss, or other harm to you, other users and Stripe, (c) fulfill our obligations to regulatory authorities and Issuer; and (d) analyze, develop and improve our products, systems and tools. Stripe provides Data to third-party service providers, including Issuer, Platform Providers, and Card Printer, and their respective Affiliates, as well as to Stripe's Affiliates, to allow us to provide the Program 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 5.3. We will only use Account Data and Personal Data as required to provide the Program to you and Authorized Users, to fulfill our obligations to regulatory authorities, and in accordance with the Stripe Privacy Policy. Issuer will use and care for Data in the manner described in the Celtic Bank Privacy Policy. Protection of Data is very important to us. The Stripe Privacy Policy and the Celtic Bank Privacy Policy explain how and for what purposes we collect, use, retain, disclose, and safeguard Data provided to us in connection with the Program. You agree to review the terms of these policies, which we may update from time to time, and which form part of this Agreement.5.4 Stripe's Security. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Account Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Card Network Rules when we handle Account Data 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 Account Data and/or Personal Data in our possession. You provide Account 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 you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Program Account and related Card Accounts and Cards, to maintain the integrity and security of the Program or Data, or to prevent harm to you, us, Authorized Users, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.5.5 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 Law and Card Network Rules and the standards and other requirements of the Payment Card Industry Security Standards Council (the "PCI Requirements") when accessing, handling or otherwise maintaining 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 your Program Account or terminate this Agreement. You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Program, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.5.6 Virtual Cards. Virtual Card details should be accessed from the Dashboard only. Should you use the API to retrieve Virtual Card details, or if Virtual Card information is exported from the Dashboard, you must store details in an encrypted manner. You may be considered a Service Provider (as defined in the PCI-DSS) if you are generating Virtual Cards on behalf of others, such as your users. Service Providers must achieve and maintain PCI-DSS compliance. If you are generating Virtual Cards for your own use, or for others in your organization to use, your organization may not be required to attain PCI-DSS compliance for issuing activity, but you remain responsible for securely storing Virtual Card details. Unauthorized transactions on Virtual Cards may not have dispute rights in certain circumstances.5.7 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, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with Issuer.6. Use of Trademarks & Marketing Guidelines.6.1 Ownership. All intellectual property embodied in the Program and all Program Services offered by Stripe in connection with this Agreement shall constitute Stripe IP and, as between you and Stripe, shall be owned and licensed by Stripe as provided in the Stripe Services Agreement.6.2 Use of Marks. If you choose to place your design, name, logo and other service marks ("User Marks") on the Cards or other materials related to the Program, you represent and warrant that you have, and during the term of this Agreement will retain, all right, title, and interest in and to the User Marks necessary for you to use the User Marks as you propose. You hereby grant to us, and any third party we engage to provide Card printing services ("Card Printer"), a fully paid-up, worldwide, non-exclusive license to use the User Marks on Cards and any Program materials during the term of this Agreement. Your use of Stripe Marks in connection with the Program is subject to the terms of the Stripe Services Agreement. In the event that a Platform Company seeks to use a Platform's User Marks on its Cards, or vice-versa, the Platform Provider or Platform Company placing the User Marks on the Cards makes the same representations and warranties under this Section and confirms its right to use such User Marks on its Cards. You will promptly provide further evidence of such rights if requested by Stripe.6.3 Marketing of Stripe Issuing. You must follow the Stripe Issuing Card Marketing Guidelines (the "Marketing Guidelines"), as the Marketing Guidelines may be updated from time to time, when marketing or promoting the Program. The Marketing Guidelines contain requirements related to use of pre-approved marketing materials, permitted customization of marketing materials and approval process for certain materials, audit rights, training, and certain other requirements that apply to marketing by email.7. Disclaimer.Unless clearly stated elsewhere in this Agreement, we make no express or implied representations or warranties regarding the Program, including warranties of merchantability, suitability or fitness for a particular purpose, title to, non-infringement of any technology or intellectual property we provide, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim all representations and warranties that your Program Account, the Program, the Program Services, or the services any third party provides in connection with this Agreement, will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.8. Limitation of Liability.Under no circumstances will we or our respective Affiliates, employees, officers, directors, or service providers (each, an "Indemnified Party") be responsible or liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits, loss of revenue, loss of business opportunity, or other losses, for any personal injury or property damage, or for any other damages or losses arising out of, relating to, or in connection with this Agreement or your Authorized Users' use of Cards, even if such damages or losses are foreseeable and whether or not any Indemnified Party has been advised of the possibility of such damages or losses, including any damages or losses resulting from your use or inability to use your Program Account, Cards, or the Program Services or from the unavailability of the computer systems used by any Indemnified Party to provide the Program, your Program Account, Cards, or the Program Services to you. Without limiting the generality of the foregoing, (a) each Indemnified Party is not liable for, and hereby denies and disclaims responsibility for, any damages, harm, or losses to you arising out of or relating to hacking, tampering, or other unauthorized access to or use of your Program Account, Cards, or the Program Services or your failure to use or implement anti-fraud measures, security controls, or any other data security measures, (b) each Indemnified Party hereby further denies and disclaims responsibility for all liability, damages, and losses to you or others caused by (i) your access to or use of your Program Account inconsistent with this Agreement, or the instructions or other information any Indemnified Party may provide you with respect to your Program Account, (ii) any unauthorized access to or use of servers, infrastructure, or Data in connection with the Program Services, (iii) interruptions to or cessation of the Program Services, (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services, (v) any errors, inaccuracies, omissions, or losses in or to any Data provided to any Indemnified Party, (vi) third-party content provided by you, or (vii) the defamatory, offensive, or illegal conduct of others. To the extent any Indemnified Party is determined to be liable under this Agreement, you agree to limit any liability of the Indemnified Party 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 us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on the liability of the Indemnified Parties will apply to you regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.9. Indemnification.You will, at your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys' fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by any such Indemnified Party, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit, brought by any third party, caused or incurred by, resulting from, arising out of, or relating to: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in this Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party's intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Law by you or any violation of Law or the Card Network rules caused by you; or (e) any other acts or omissions, including the acts or omissions of Administrators and Authorized Users.This Section 9 does not and will not limit your responsibility and liability to us for any other amounts for which you are responsible pursuant to any other provisions of this Agreement.10. Governing Law and Dispute Resolution.10.1. Governing Law. Utah law, without regard to Utah's conflict of law principles, governs any claims or controversies arising out of this Agreement, your Program Account, Card Accounts, or use of Cards.10.2 Dispute Resolution. The "Dispute resolution; Agreement to Arbitrate" provision of the Stripe Services Agreement is incorporated into this Agreement by reference, and applies to all disputes, claims and controversies between you and us that arise out of or relate to this Agreement.11. Obligations of Platform Providers.11.1 Application. This Section 11 applies to you to the extent you are participating in and using the Program as a Platform Provider.11.2 Platform Company and Authorized User Acceptance of Terms.(a) General. A Platform Provider may use the Program to permit Companies connected to its Platform (individually, a "Platform Company" and, collectively, "Platform Companies") to procure Cards for distribution to Authorized Users. Platform Providers must ensure that each Platform Company agrees to the terms of this Agreement and Platform Company's Authorized Users agree to the User Terms prior to using the Program and activating a Card. Platform Provider will provide proof as required by Stripe that each Platform Company has accepted this Agreement, and each such Authorized User has accepted the User Terms, as required by this Section. Stripe may require Platform Provider to alter the acceptance process if either Stripe or Issuer does not believe that Platform Provider's existing process creates a binding agreement among Stripe, Issuer and each Platform Company and/or Authorized User. Stripe, on behalf of Issuer, may review any fees Platform Provider charges its Platform Companies in connection with the Program for compliance with Card Network Rules and Law. For purposes of interpreting this Agreement, "you," "your," and "Company" shall be deemed to include Platform Companies, unless the context is otherwise specifically limited to Platform Providers and not applicable to Companies.(b) Stripe Connect Platform Agreement. A Platform Company's integration and use of Stripe Connect with your Platform is subject to your acceptance of the terms and conditions of the Stripe Connect Platform Agreement. Pursuant to your Stripe Connect Platform Agreement with Stripe, you are solely responsible for providing Program Services to Platform Companies and, for this purpose, the term "Platform Services" in the Stripe Connect Platform Agreement is deemed to include Program Services and the term "Connected Accounts" is deemed to include your Platform Companies. In addition, you agree to provide your Platform Companies with the information that they would otherwise obtain through the Dashboard, including the information outlined in Sections 3.6(a) and 3.9(a), and provide us with the information that we would otherwise obtain from your Program Companies under this Agreement if they were directly connected to the Stripe Dashboard or otherwise required to provide a notice or information under this Agreement..11.3 Marketing of Stripe Issuing. You must follow the Marketing Guidelines, as the Marketing Guidelines may be updated from time to time, when marketing or promoting the Program to Platform Companies connected to your Platform and/or their Authorized Users.12. General.12.1 Relationship to Other Stripe Agreements. Your use of the Program is concurrently governed by the Stripe Services Agreement and other agreements that you may have with Stripe. In particular, each of the Dashboard, API, and your Program Account, Card Accounts, and Transaction management tools and services available to you in connection with your use of the Program is a "Service," as the term is defined and used in the Stripe Services Agreement. To the extent this Agreement conflicts with the Stripe Services Agreement, this Agreement will prevail, but solely as applicable to the Program Services.12.2 Entire Agreement. This Agreement, together with the Stripe Services Agreement and the other agreements that you may have with Stripe, the User Terms, and the Privacy Policy, constitute the complete understanding of you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.12.3 Notices and Communications. You consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We (or your Platform Provider) may send notices to your Program Account through the Dashboard, or to the email addresses or phone numbers maintained in your Program Account.12.4 Account Support. Stripe will provide you with support to resolve general issues relating to your Program Account and your use of the Program. 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 Stripe's website https://stripe.com/. The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us or, in the case of a Platform Company, your Platform Provider. Administrators and Authorized Users may reach customer service by contacting us online.12.5 Severability. If any provision of this Agreement is determined by any court or governmental authority to be invalid, illegal, or unenforceable, this Agreement will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.12.6 Assignment. We may transfer, sell, or assign your Program Account, associated Card Accounts, Cards, this Agreement or any other rights or obligations under this Agreement. You may not transfer, sell, or assign your Program Account, associated Card Accounts, Cards, this Agreement or any of your obligations under this Agreement to another person or entity without Stripe's prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.12.7 Updates to this Agreement and Related Matters. We may prospectively add to, delete, or amend this Agreement, the Marketing Guidelines, or the User Terms at any time. We reserve the right, subject to Law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement, the Marketing Guidelines, and/or the User Terms by posting such changes on our website or any other website we maintain or own or by delivering notice of changes to you electronically, and your continued use of the Program will constitute acceptance of any these amended or new terms.12.8 Survival. All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement, including Sections 3.13 ("Default; Failure to Pay; Collections"), 3.15 ("Authorized User Servicing"), 5.1 ("Data Protection"), 5.2 ("Program Data"), 5.4 ("Stripe's Security"), 5.5 ("Your Security"), 5.7 ("Right to Audit"), 6.2 ("Use of Marks"), 7 ("Disclaimer"), 8 ("Limitation of Liability"), 9 ("Indemnification"), 10 ("Governing Law and Dispute Resolution"), 12.1 ("Relationship to Other Stripe Agreements"), 12.2 ("Entire Agreement"), 12.3 ("Notices and Communications"), 12.5 ("Severability"), 12.6 ("Assignment"), 12.7 ("Updates to this Agreement and Related Matters", 12.8 ("Survival"), 13 (Definitions); and any related terms in the Stripe Services Agreement.12.9 Beta Services Terms(a) Stripe may indicate that the Program Services as a whole, with regard to a particular release or feature, or as offered in certain countries or regions, are classified by Stripe as "beta", "pilot", "limited availability", "invite only", or "pre release" ("Beta" and the Beta portion of the Program Services, "Beta Services"). Beta Services may be generally available in some countries while still classified as Beta in others. The Beta Services will continue to be subject to the Beta classification and this Section 12.9 until Stripe removes the classification.(b) Stripe has no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Beta Services, or any part of them, while the Beta classification is in place.(c) Stripe does not guarantee service levels for Beta Services. Stripe may suspend your access (and, if you are a Platform Provider, your Platform Companies' access) to the Beta Services, including if Stripe reasonably believes that: (a) suspension of the Beta Services is required by Law; (b) continued provision of the Beta Services would cause Stripe to breach of any obligation Stripe owes to a third party; or (c) Stripe determines that continued provision of the Beta Services would give rise to an unacceptable security or privacy risk. Stripe also may terminate access to the Beta Services if Stripe, in its sole discretion, generally stops offering the Beta Services completely or in the applicable jurisdiction.13. Definitions."Account Data" means personal or business information that Company and/or Platform Provider provides to Stripe to determine your eligibility for a Program Account, or to otherwise permit Stripe to provide the Program to you and to fulfill its responsibilities to Issuer.  "Account Statement" means a report detailing Charges and other amounts owed on or credited to your Program Account.  "Administrator" has the meaning assigned to it in Section 1.  "Affiliate" means an entity that directly or indirectly controls, is controlled by or is under common control with another entity.  "Authorized User" has the meaning assigned to it in Section 1.  "Business Day" means any Monday through Friday, except for those that occur on a U.S. Federal holiday.  "Card" means a business charge card issued by Issuer, linked to a Card Account, and enabled for Transactions over the Card Network. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number. References to "Card" or "Cards" in this Agreement includes the Card Account(s) linked to the Card or Cards.  "Card Account" means a sub-account of a Program Account that is linked to a Card issued to you.  "Card Network" means the payment card network operated by Visa or Mastercard.  "Card Network Rules" means the operating rules, regulations and other requirements of the Card Networks.  "Card Printer" has the meaning assigned to it in Section 6.2.  "Charge" means the use of the Card to complete a Transaction.  "Company" means the entity that has qualified for and established a Company Account and one or more Card Accounts.  "Company Account" means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction Histories, and (d) inform you of fees and payments you owe.  "Complaint" means any expression of dissatisfaction with a product, service, policy, or employee related to the Program except those expressions made by holders of Card Accounts who are employees of a Company.  "Data" used without a modifier means all Personal Data, Account Data and Program Data.  "Daily Spending Limit" means the maximum aggregate daily amount available for Charges on your Program Account across all Cards and Card Accounts.  "Disputed Charge" means a Charge that you report as erroneous or unauthorized.  "Issuer" means the Card Network principal issuing member(s) that participates in the Program, currently Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah.  "Law" means all laws, rules and regulations applicable to you or us and/or your use of the Program Services.  "MasterCard" means MasterCard International Incorporated.  "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 Program.  "Platform" or "Platform Provider" means a platform that Stripe has authorized to offer Platform Companies access to the Program Services.  "Platform Account" means an account provided by Stripe and used by Platform Provider to issue Company Accounts for Platform Companies and Cards for their Authorized Users.  "Platform Company" and "Platform Companies" have the meaning assigned in Section 11.2. "Principal Owners" means, with respect to a legal entity: (a) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.  "Program" means the program through which Issuer issues Cards and extends credit to you, and Stripe provides a Program Account, Cards, and Transaction management tools and services, in each case, for use by your Administrators and Authorized Users, as applicable.  "Program Account" means a Company Account or Platform Account, as applicable.  "Program Data" means information associated with eligibility criteria, your Program Account, Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, access credentials, Statements, records, regulatory compliance data, and any other information we use or generate to provide the Program Services to you, but does not include Personal Data.  "Program Services" means the Program Account, Cards, Charges and payment processing for the Cards, Account Statements, Transaction Histories, and all other services provided to you by us in connection with the Program.  "Stripe Services Agreement" has the meaning assigned in Section 1.  "Transaction" means a request initiated by you to make a payment with a Card for the purchase of goods or services or to obtain a cash-advance at an ATM.  "Transaction History" means the record of Charges, Transactions, and payments made on your Program Account.  "Virtual Cards" means a virtual account number or code issued by Issuer and assigned to a Company Account that may be used by a Company or an Authorized User to conduct Transactions.  "Visa" means, collectively, Visa U.S.A., Inc. and Visa International.
Stripe Issuing: Spend Card User Terms — United StatesLast Updated: September 10, 2020The Stripe Issuing Spend Card is a business charge card issued under the Stripe Issuing: Spend Card Program (the “Program”). The Stripe Issuing Spend Card is issued by Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah (“Issuer”), and the Program is managed by Stripe, Inc., a Delaware corporation (“Stripe”). These Authorized User Terms (“Terms”) apply to your use of the Stripe Issuing Spend Card. Capitalized terms used in these Terms, but not defined elsewhere, have the meaning assigned to such terms in Section 1.As used in these Terms, “we”, “us” or “our” refers to Stripe and Issuer. Unless otherwise indicated, “you” and “your” refers to the person or persons authorized by an entity that participates in the Program (the “Program Accountholder”) to receive and use a Stripe Issuing Spend Card.These Terms restate certain provisions of the Stripe Issuing: Spend Card Program Agreement that govern your use of a Stripe Issuing Spend Card. These Terms do not establish a contract or other legal relationship between you and us. The Stripe Issuing Spend Card Program Agreement is the legal agreement governing your use of the Stripe Issuing Spend Card, and the Program Accountholder is responsible for your compliance with the Stripe Issuing: Spend Card Program Agreement and these Terms. We are providing these Terms to you as a convenience to the Program Accountholder. You agree that we may provide you with electronic communications.1. Definitions:(a) “Administrator” means the person appointed by the Program Accountholder to manage the Program Accountholder’s participation in the Program, including managing how you may use your Stripe Issuing Spend Card.(b) “Card” and “Stripe Issuing Spend Card” mean a business charge card issued by Issuer, linked to a Card Account, and enabled for Transactions over the Card Network associated with the Card. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number.(c) “Card Account” means a sub-account of the Program Account that is linked to a Card issued to you.(d) “Card Limits” means the maximum amounts available for Charges on any Card. Your Administrator will inform you of Card Limits that apply to your Card.(e) “Card Network” means the payments card network operated by Visa U.S.A., Inc. and/or Visa International and/or MasterCard International Incorporated.(f) “Charge” means the use of your Card to complete a Transaction.(g) “Data” means personal or business information provided to Stripe in connection with the Program, which includes information to determine a Program Accountholder’s eligibility for a Program Account and other information needed by Stripe to provide the Program and to fulfill its responsibilities to Issuer.(h) “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 Program.(i) “Program” and “Stripe Issuing Spend Card Program” mean the program through which Issuer issues Cards and extends credit to the Program Accountholder, and Stripe provides Card Accounts, Cards, and Transaction management tools and services, in each case for use by the Administrator and you.(j) “Program Account” means the account for which the Program Accountholder may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction histories (Charges, Transactions, payments), and (d) inform the Program Accountholder of fees and payments it owes.(h) “Transaction” means a request initiated by you to make a payment with a Card for the purchase of goods or services or to obtain a cash-advance at an ATM.2. Your Card and Card Account.Your Card is issued and provided by Issuer and is linked to an individual Card Account. Your individual Card Account is linked to your Program Accountholder’s Program Account. Your Charges are billed to the Program Account. You are not directly liable to us for your Charges or other activity on your individual Card Account. Your Card must be activated prior to use. Your Program Accountholder’s Administrator will provide activation instructions to you. If you did not receive activation instructions for your Card, contact your Administrator. We or your Administrator may apply a Card Limit to your Card Account. Charges will reduce the Card Limit, and any Charges in excess of the Card Limit may be declined.3. Account Opening.IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify, and record information that identifies you when a Card Account is opened for you. What this means for you: In connection with opening your individual Card Account, we will ask you for your name, street address, date of birth, and other information that will allow us to identify you. We also may ask to see your driver’s license or other identifying documents from you.4. Using Your Stripe Issuing Spend Card.You may only use your Card for bona fide business purchases on behalf of the Program Accountholder and for valid and lawful purposes. You may not use your Card for personal, family or household purposes. Your Card remains the property of the Issuer and must be returned upon request. We may cancel, revoke, repossess or restrict the use of your Card at any time. We may decline to authorize or reverse Charges or suspend your Card for any reason including violation of these Terms or suspected fraud. We also may decline to authorize Charges at merchants characterized by the Card Network or us as prohibited merchants. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.5. Card Account Holds.When you use your Card to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the amount of the final Transaction is unknown at the time of authorization, a hold may be placed on your Card Account for an amount equal to or in excess of the final Transaction amount. We or your Administrator also may place a hold on available funds in your Card Account for certain other Transactions. When a hold is placed on your Card Account, the amount of the hold will reduce the then-applicable Card Limits until the hold is released.6. Card Security.You are responsible for securing your Cards, account numbers and Card security features (including the CVV and PIN).7. Data Privacy.Stripe processes, analyzes, and manages Data to: (a) provide the Program to Program Accountholders and Authorized Users; (b) mitigate fraud, financial loss, or other harm to Program Accountholders, Authorized Users, other holders of Card Accounts and Stripe, and (c) analyze, develop and improve our products, systems and tools. Stripe provides Data to third-party service providers, including Issuer and third-parties engaged for Card printing services, and their respective affiliates, as well as to Stripe’s affiliates, to allow us to provide the Program. We do not provide Personal Data to unaffiliated parties for marketing their products. You understand and consent to Stripe’s use of Data for the purposes and in a manner consistent with this Section 7. We will only use Personal Data as required to provide the Program, to fulfill our obligations to regulatory authorities, and in accordance with the Stripe Privacy Policy. Issuer will use and care for Data in the manner described in the Celtic Bank Privacy Policy. Protection of Personal Data is very important to us. The Stripe Privacy Policy and the Celtic Bank Privacy Policy explain how and for what purposes we collect, use, retain, disclose, and safeguard Data provided to us in connection with the Program. You agree to review the terms of these policies, which we may update from time to time, and which form part of these Terms.8. Compliance with Law.You must engage in the Program in a lawful manner, and must obey all laws, rules and regulations that apply to your use of the Program9. Prohibited Persons.You represent and agree you are not currently and will not become subject to a U.S. Office of Foreign Asset Control list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Card Accounts or Cards to you or from otherwise conducting business with you.10. Customer Service.If you have questions about the operation of the Program, use of your Card or your Card Account, contact your Administrator using the contact information provided by your Program Accountholder.
E-SIGN Disclosure1. Scope of Disclosure.This disclosure (“Disclosure”) applies to all notices, disclosures, statements, and other communications that Stripe, Inc. or its affiliates ("Stripe") provide to you regarding Stripe products and services (“Services”). It also applies to agreements governing your use of the Services, and communications under them. All these communications and agreements are collectively referred to as “Communications."By submitting an application or opening an account to use the Services, you agree to this Disclosure and confirm your consent to (a) receive Communications electronically; and (b) the use of electronic signatures. If you choose not to consent to this Disclosure or if you withdraw your consent, you may be unable to use the Services.2. Communications that are covered.Examples of Communications include:Any disclosure statement governing your use of the Services;Any disclosure required by Law;Billing statements, receipts and account history reports;Letters, notices and alerts regarding the Services and any changes to the Services;Federal and state tax statements and documents; andOther disclosures, notices and communications in connection with (a) your application for the Services; (b) your Stripe Account; (b) account maintenance; or (d) servicing and collection of funds.This Disclosure applies to all Communications that Stripe provides to you on its behalf or on behalf of its service providers, Financial Partners and their affiliates.3. Methods of Providing Communications.Unless Law otherwise requires, or Stripe otherwise agrees, Stripe may provide Communications to you by (a) posting them on the Stripe Website; (b) notifying you through the Services, your Stripe Dashboard or any Stripe application; (c) sending a text message to the mobile phone number listed in the applicable Stripe Account; (d) sending an email to the email address listed in the applicable Stripe Account; or (e) delivering them in another electronic format. Charges may apply to Communications sent by text or other electronic means.4. Electronic Signatures.Stripe may execute Communications electronically. If Stripe requests, you will execute Communications electronically. You also agree that Communications you or Stripe sign electronically will have the same legal effect as a signed physical document.5. Hardware and Software Requirements.In order to access, view, sign and retain electronic Communications that Stripe provides to you, you must have:An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;A valid email account;An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Stripe Website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); andIf you wish to store or print any Communications, a device capable of storing and printing Communications.If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add relevant Stripe email accounts to your email address book.6. Accessibility.If you are having problems viewing or accessing any Communications, please contact us.7. How to Withdraw Your Consent.Where offered, you may disable electronic Communications in your Stripe Dashboard, by responding to the Communication with “STOP”, or by following instructions in the Communication. Stripe will confirm when you have successfully unsubscribed. You may also request assistance by texting “HELP” and following the instructions in the Communication.In addition, you may withdraw your consent to receive electronic Communications, or to electronic signatures, under this Disclosure by writing to Stripe at “ATTN: Stripe Support, 354 Oyster Point Blvd, South San Francisco, CA 94080” or by contacting Stripe via email at support@stripe.com. Your withdrawal of consent to receive electronic Communications will be effective after Stripe has had a reasonable period of time to process your withdrawal.By disabling or withdrawing your consent to electronic Communications, you will no longer receive them from Stripe, but you may be disabling important security controls on your Stripe Account, you may increase the risk of loss to your business, and your ability to use the Services may be adversely affected or terminated.8. Requesting Paper Copies.You can request paper copies of electronic Communications from Stripe by sending an email to support@stripe.com. In your email, please specify the Communication you would like to receive in paper form, and your current mailing address.9. Updating Contact Information.It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into your Stripe Dashboard.10. U.S. Federal Law.If you are located in the U.S., you acknowledge and agree that the Services are subject to the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), and that you intend that the E-SIGN Act will apply to validate your ability to engage electronically in transactions related to the Services.
Stripe Services Agreement — United StatesOn this pageGeneral TermsDefinitionsServices TermsRead more about the changes made on August 22, 2022 here.Welcome to Stripe!This Stripe Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Stripe, Inc. (“Stripe”) and the entity or sole proprietor on whose behalf a Stripe account is created (“you” and “your”) to receive certain payment processing, data, technology and analytics, or other business services offered by Stripe and its Affiliates. This Agreement states the terms and conditions that apply to your use of the Services.This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Stripe terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.As referenced in Section 13 of the General Terms, any dispute between you and Stripe is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.General TermsLast modified: August 22, 2022You and Stripe agree as follows:1. Your Stripe Account.1.1 Eligibility.Only businesses (including sole proprietors) and non-profit organizations located in the United States are eligible to apply for a Stripe Account and use the Services. Stripe and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Stripe Account on behalf of or for the benefit of a user whose use of the Stripe services was suspended or terminated by Stripe, unless Stripe approves otherwise.1.2 Business Representative.You and your Representative individually affirm to Stripe that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Stripe may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.1.3 Sole Proprietors.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 amounts you owe under this Agreement.1.4 Age Requirements.If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The 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 this Agreement itself. You must not use the Services if you are under 13 years of age.2. Services and Support.2.1 Services.Stripe (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a Stripe Dashboard.2.2 Services Terms; Order of Precedence.The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Stripe service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Stripe Dashboard.2.3 Service Modifications and Updates.Stripe may modify the Services and Stripe Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Stripe will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Stripe Technology that you are using. Stripe is not obligated to provide any Updates. However, if Stripe makes an Update available, you must fully install the Update by the date or within the time period stated in Stripe’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.2.4 Subcontracting.Stripe may subcontract its obligations under this Agreement to third parties.2.5 Services Restrictions.You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:(a) use the Services for personal, family or household purposes;(b) act as service bureau or pass-through agent for the Services with no added value to Customers;(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Stripe systems, programs, data, or services;(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Stripe Technology;(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Stripe users’ use of Stripe services; or(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Stripe Website except as permitted by Law.2.6 Beta Services.(a) Classification. Stripe may classify certain Stripe services or Stripe Technology, including a particular release or feature, as Beta. A Stripe service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Stripe may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.(c) Feedback. Unless Stripe otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Stripe requests.(d) Availability During Beta Period. Stripe may suspend or terminate your access to any Beta Services at any time.2.7 Support.Stripe will provide you with support to resolve general issues relating to your Stripe Account and your use of the Services through resources and documentation that Stripe makes available on the Stripe Website and in the Documentation. Stripe’s support is also available by contacting Stripe at contact us. Stripe is not responsible for providing support to Customers.2.8 Third-Party Services.Stripe may reference, enable you to access, or promote (including on the Stripe Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Stripe does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Stripe disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Stripe’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Stripe Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).3. Information; Your Business.3.1 User Information.Upon Stripe’s request, you must provide User Information to Stripe in a form satisfactory to Stripe. You must keep the User 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 Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Stripe, and provide to Stripe updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.3.2 Information Retrieved by Stripe.You authorize Stripe to retrieve information about you and your business from Stripe’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to Stripe. This information may include your, or your Representative’s, name, addresses, credit history, banking relationships, and financial history.4. Services Fees; Taxes.4.1 Services Fees.The Fees are stated on the Stripe Pricing Page, unless you and Stripe otherwise agree in writing. Stripe may revise the Fees at any time. If Stripe revises the Fees for a Service that you are currently using, Stripe will notify you at least 30 days before the revised Fees apply to you.4.2 Collection of Fees and Other Amounts.You must pay, or ensure that Stripe is able to collect, Fees and other amounts you owe under this Agreement when due. Stripe may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Stripe or any of its Affiliates, from your Stripe Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Stripe Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Stripe or any of its Affiliates, or if Stripe is unable to collect amounts due from your Stripe Account balance, then Stripe may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Stripe or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Stripe account balance of each Stripe account that Stripe determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Stripe may deduct, recoup or setoff an amount equal to the amount owed (using Stripe’s conversion rate) together with any fees Stripe incurs in making the conversion.4.3 Debit Authorization.Without limiting Section 4.2, you authorize Stripe to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If Stripe is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to Stripe a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. Stripe may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Stripe Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.4.4 Taxes.Stripe’s fees exclude all Taxes, except as the Stripe Pricing Page states to the contrary. You have sole responsibility and liability for:(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and(b) assessing, collecting, reporting and remitting Taxes for your business. If Stripe is required to withhold any Taxes, Stripe may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Stripe an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Stripe will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Stripe reasonably requests, and must promptly notify Stripe if any information that Stripe prepopulates is inaccurate or incomplete. Stripe may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Stripe to file periodic informational returns with taxing authorities related to your use of the Services. Stripe may send tax-related information electronically to you.5. User Bank Accounts; Funds.5.1 User Bank Accounts; Prohibition on Grant or Assignment.You must designate at least one User Bank Account in connection with the Services. Stripe may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.5.2 Investment of Funds.To the extent Law and the applicable Financial Services Terms permit, Stripe and its Affiliates may invest the funds that they hold into liquid investments. Stripe or its applicable Affiliate owns the earnings from these investments. You irrevocably assign to Stripe or its applicable Affiliate all rights you have (if any) to earnings from these investments.5.3 Regulated Money Transmission; Stripe Status.Certain Services involve regulated money transmission under U.S. Law. To the extent that your use of the Services involves money transmission or other regulated services under U.S. Law, Stripe’s Affiliate, SPC, provides those regulated Services, and the SPC terms located on or accessible from the Stripe Legal Page will apply to you, unless the applicable Services Terms specify otherwise. Stripe is not a bank, and does not accept deposits.5.4 Dormant Accounts.If you leave any funds dormant in a Stripe Account and you do not instruct Stripe on where to send them, Stripe may deem the funds abandoned by you and deliver them to the appropriate Governmental Authority. However, if Law requires, Stripe will attempt to notify you before doing so.6. Termination; Suspension; Survival.6.1 Termination.(a) Your Termination. You may terminate this Agreement at any time by closing your Stripe Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.(b) Stripe Termination. Stripe may terminate this Agreement (or any part) or close your Stripe Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Stripe may terminate this Agreement (or relevant part) for cause if Stripe exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.6.2 Suspension.Stripe may immediately suspend providing any or all Services to you, and your access to the Stripe Technology, if:(a) Stripe believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;(b) a Governmental Authority or a Financial Partner requires or directs Stripe to do so;(c) you do not update in a timely manner your implementation of the Services or Stripe Technology to the latest production version Stripe recommends or requires;(d) you do not respond in a timely manner to Stripe’s request for User Information or do not provide Stripe adequate time to verify and process updated User Information;(e) you breach this Agreement or any other agreement between the parties;(f) you breach any Financial Services Terms;(g) you enter an Insolvency Proceeding;(h) Stripe believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Stripe; or(i) Stripe believes that your use of the Services (i) is or may be harmful to Stripe or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Stripe observes; (iv) degrades, or may degrade, the security, stability or reliability of the Stripe services, Stripe Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.6.3 Survival.The following will survive termination of this Agreement:(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.7. Use Rights.7.1 Use of Services.Subject to the terms of this Agreement, Stripe grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Stripe Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.7.2 Feedback.During the Term, you and your Affiliates may provide Feedback to Stripe or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Stripe and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Stripe services. All Feedback is Stripe’s confidential information.7.3 Marks Usage.Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Stripe as your service provider. Accordingly, Stripe and its Affiliates may use those Marks:(a) on Stripe webpages and apps that identify Stripe’s customers;(b) in Stripe sales/marketing materials and communications; and(c) in connection with promotional activities to which the parties agree in writing.When using Marks of Stripe or its Affiliate, you must comply with the Stripe Marks Usage Terms and all additional usage terms and guidelines that Stripe provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.7.4 No Joint Development; Reservation of Rights.Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.8. Privacy and Data Use.8.1 Privacy Policies.Each party will make available a Privacy Policy that complies with Law. Stripe’s Privacy Policy explains how and for what purposes Stripe collects, uses, retains, discloses and safeguards the Personal Data you provide to Stripe.8.2 Personal Data.When you provide Personal Data to Stripe, or authorize Stripe to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including your Customers) sufficient to enable Stripe to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Stripe’s Privacy Policy describe. Stripe will not sell or lease Personal Data that Stripe receives from you to any third party.8.3 Protected Data.To the extent Law permits, Stripe will use Protected Data to (a) secure, provide, provide access to, and update the Stripe services; (b) fulfill its obligations under Law, and comply with Financial Partner and Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, financial loss, and other harm. Stripe is not obligated to retain Protected Data after the Term, except as (w) required by Law; (x) required for Stripe to perform any post-termination obligations; (y) this Agreement otherwise states; or (z) the parties otherwise agree in writing. You are responsible for being aware of and complying with Law governing your use, storage and disclosure of Protected Data.8.4 Stripe Data.You may use the Stripe Data only as this Agreement and other agreements between Stripe and you (or their Affiliates) permit.8.5 Data Processing Agreement.The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement.8.6 Use of Fraud Signals.If Stripe provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Stripe may incorporate your subsequent actions and inactions into Stripe’s fraud and verification model, for the purpose of identifying future potential fraud. Please see the Stripe Privacy Center for more information on Stripe’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.9. Data Security.9.1 Controls.Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.9.2 PCI-DSS.Stripe will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Stripe.9.3 Stripe Account Credentials.You must prevent any Credential Compromise, and otherwise ensure that your Stripe Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Stripe, including by providing information that Stripe requests. Any act or failure to act by Stripe will not diminish your responsibility for Credential Compromises.9.4 Data Breach.You must notify Stripe immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.9.5 Audit Rights.If Stripe believes that a compromise of data has occurred on your systems, website, or app, Stripe may require you to permit a Stripe approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Stripe may share with Financial Services Partners any report the auditor issues.10. Representations and Warranties.10.1 Representations and Warranties.You represent as of the Effective Date, and warrant at all times during the Term, that:(a) you have the right, power, and ability to enter into and perform under this Agreement;(b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a Stripe account and use the Services;(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;(d) your employees, contractors and agents are acting consistently with this Agreement;(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;(f) you are authorized to initiate settlements to and debits from the User Bank Accounts;(g) you comply with Law with respect to your business, your use of the Services and Stripe Technology, and the performance of your obligations in this Agreement;(h) you comply with the Documentation;(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;(k) you own each User Bank Account, and each User Bank Account is located in a Stripe-approved country for the location of your Stripe Account, as described in the Documentation; and(l) all information you provide to Stripe, including the User Information, is accurate and complete.10.2 Scope of Application.Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.11. Indemnity.11.1 Stripe IP Infringement.(a) Defense and Indemnification. Stripe will defend you against any IP Claim and indemnify you against all IP Claim Losses.(b) Limitations. Stripe’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Stripe Technology, Services, or Mark of Stripe or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:(i) the use of the Stripe Technology or Services in combination with software, hardware, data, or processes not provided by Stripe;(ii) failure to implement, maintain and use the Stripe Technology or Services in accordance with the Documentation and this Agreement;(iii) your breach of this Agreement; or(iv) your negligence, fraud or willful misconduct.(c) Process. You must promptly notify Stripe of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Stripe of its obligations under this Section 11, except to the extent Stripe has been prejudiced by the delay or failure. You must give Stripe sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Stripe will not enter into any settlement that imposes any obligation on you (other than payment of money, which Stripe will pay) without your consent. You must reasonably assist Stripe in defending the IP Claim.(d) Other Stripe Actions. Stripe may in its discretion and at no additional expense to you:(i) modify the Stripe Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;(ii) replace the affected Stripe Technology or Services with a non-infringing alternative;(iii) obtain a license for you to continue to use the affected Stripe Technology, Services, or Mark; or(iv) terminate your use of the affected Stripe Technology, Services, or Mark upon 30 days’ notice.(e) Exclusive Remedy. This Section 11.1 states Stripe’s sole liability, and your sole and exclusive right and remedy, for infringement by the Stripe Technology, Services, or Marks of Stripe or its Affiliate, including any IP Claim.11.2 User Indemnification.(a) Defense. You will defend the Stripe Parties against any Claim made against any of the Stripe Parties to the extent arising out of or relating to:(i) your breach of any of your representations, warranties or obligations under this Agreement;(ii) your use of the Services, including use of Personal Data;(iii) an allegation that any of the Marks you license to Stripe, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or(iv) a User Party’s negligence, willful misconduct or fraud.(b) Indemnification. You will indemnify the Stripe Parties against all Stripe Losses arising out of or relating to Claims described in this Section 11.2.12. Disclaimer and Limitations on Liability.The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.12.1 Disclaimer.Stripe provides the Services and Stripe Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Stripe does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Stripe Technology, Stripe Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Stripe Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Stripe Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Stripe Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.12.2 LIMITATIONS ON LIABILITY.(a) Indirect Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.(b) General Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Stripe (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.13. Dispute Resolution; Agreement to Arbitrate.13.1 Binding Arbitration.(a) All disputes, claims and controversies, whether based on past, present or future events, 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 IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.13.2 Arbitration Procedure.(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.(b) Subject to Section 13.2(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.(c) Subject to the disclaimers and limitations of liability stated 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 a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator 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 legal fees awards will be offset.13.3 Confidentiality.The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Stripe may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator 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, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.13.4 Conflict of Rules.In the case of a conflict between the provisions of this Section 13 and the AAA Rules, the provisions of this Section 13 will prevail.13.5 Class Waiver.To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.13.6 No Jury Trial.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.14. Modifications to this Agreement.Stripe may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Stripe Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Stripe notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Stripe Legal Page regularly for modifications to this Agreement. Stripe last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.15. General Provisions.15.1 Electronic Communications.By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.15.2 Notices and Communications.(a) Notices to Stripe. Unless this Agreement states otherwise, for notices to Stripe, you must contact us. A notice you send to Stripe is deemed to be received when Stripe receives it.(b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Stripe may send you Communications by physical mail or delivery service to the postal address listed in the applicable Stripe Account. A Communication Stripe sends to you is deemed received by you on the earliest of (i) when posted to the Stripe Website or Stripe Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.15.3 Legal Process.Stripe may respond to and comply with any Legal Process that Stripe believes to be valid. Stripe may deliver or hold any funds or, subject to the terms of Stripe’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Stripe will notify you of the Legal Process by sending a copy to the email address in the applicable Stripe Account. Stripe is not responsible for any losses, whether direct or indirect, that you may incur as a result of Stripe’s response or compliance with a Legal Process in accordance with this Section 15.3.15.4 Collection Costs.You are liable for all costs Stripe incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.15.5 Interpretation.(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.(c) 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.(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.(e) The section headings of this Agreement are for convenience only, and have no interpretive value.(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.15.6 Waivers.To be effective, a waiver must be in a writing signed by the waiving party. 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.15.7 Force Majeure.Stripe and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in Stripe or its Affiliates’ performance or non-performance, to the extent caused by a Force Majeure Event.15.8 Assignment.You may not assign or transfer any obligation or benefit under this Agreement without Stripe’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Stripe may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.15.9 Export Control.You must not use or otherwise export, re-export or transfer the Stripe Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Stripe Technology was distributed and obtained, including by providing access to Stripe Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Stripe Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Stripe Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.15.10 No Agency.Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Stripe and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Stripe or its Affiliate as agent, the agency conferred, including your rights as principal and Stripe’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Stripe or its Affiliate, and will in no event establish an agency relationship for tax purposes.15.11 Severability.If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.15.12 Cumulative Rights; Injunctions.The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.15.13 Entire Agreement.This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.Definitions“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.1(b) of the General Terms.“ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage.“Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Stripe Legal Page.“Activity” means any action taken on or related to a Connected Account that a Stripe Connect Platform or a Connected Account initiates, submits or performs, either through the Stripe Technology or through the Stripe Connect Services, including communication regarding the Services as related to that Connected Account.“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.“Asset Account” means the account in which funds are maintained to support the extension of credit in connection with the Stripe Issuing Programs, which is, depending on which Stripe Issuing Program you participate in, your Issuing top-up balance, your Acquiring Receivables balance (as defined in the applicable Issuing Bank Terms), or your Financial Account.“Authorized Purpose” means the purpose approved by Stripe under Section 2.1 of the Stripe Financial Connections Terms for which you may collect, use, disclose and process Connections Data.“Authorized User” means an individual that a Stripe Treasury Accountholder authorizes to use the Stripe Treasury Services.“Available Treasury Balance” means the amount of funds that is available to be transferred or paid out of a Financial Account.“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.“Beta Service” means any Beta portion of the Services or Stripe Technology.“Card” means a Card Network-branded payment card (which may be a physical card or tokenized, encrypted, or digitized form of a physical card) an Issuing Bank issues to a Stripe Issuing Accountholder for the Stripe Issuing Accountholder’s business purposes in connection with the Stripe Issuing Programs.“Card Account Data” means (a) Stripe Data generated by your use of the Stripe Issuing Services; and (b) Personal Data that you (or, if applicable, your Stripe Connect Platform) provide to the applicable Issuing Bank through Stripe for the Stripe Issuing Services, or that you authorize Stripe and any Issuing Bank to collect in relation to the Stripe Issuing Services.“Card Authorized User” means an individual a Stripe Issuing Accountholder authorizes to use a Card to make Card Transactions on the Stripe Issuing Accountholder’s behalf (e.g., the Stripe Issuing Accountholder’s employee or representative).“Card Authorized User Terms” means the terms governing a Card Authorized User’s use of a Card.“Card Dispute” means a dispute in relation to a Card Transaction between you and the merchant or seller of a good or service.“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.“Card Network Rules” means the Payment Method Rules published by a Card Network.“Card Transaction” means a transaction you or your Card Authorized User initiates to make a payment with a Card or to obtain cash at an automatic teller machine (ATM).“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.“Climate Project” means a climate project that Stripe funds."Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.“Connected Account” means (a) a Platform User that has a Stripe account onboarded to a Stripe Connect Platform via the Stripe Connect services; or (b) if the Platform User does not have a Stripe account, then a Platform User to which you have, as a Stripe Connect Platform, sent funds using the Stripe Connect Services.“Connected Account Agreement” means the agreement with Stripe that applies to Connected Accounts (except Payout Recipients), which is accessible on the Stripe Legal Page for the Connected Account's jurisdiction.“Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and Stripe Data.“Connections Data” means data associated with a Connections End User’s financial account that Stripe provides to you through the Stripe Financial Connections Services, which may include account and routing numbers, account ownership information, account balance, and account transactions, from Data Sources.“Connections End User” means an End User whose Connections Data you request to access, collect, use, and process in connection with the Stripe Financial Connections Services.“Content” means all text, images, and other content that Stripe does not provide to you and that you upload, publish or use in connection with the Services.“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.“Credential Compromise” means an unauthorized access, disclosure or use of your Stripe Account credentials.“Custodial Account” means a custodial account that SPC maintains, in its name, at the Treasury Bank, for the benefit of all accountholders using the Stripe Treasury Services.“Custom Account” means a Connected Account enrolled as a Custom account, as described in the Documentation.“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).“Cut-Off Time” means the time on a business day by which SPC must receive an instruction or Financial Account Transaction request from a Stripe Treasury Accountholder in order to process that instruction or request on the same day.“Data Source” means an entity that provides financial account information to Stripe.“Data Processing Agreement” means data processing agreement located at www.stripe.com/[countrycode]/legal/dpa, where “[countrycode]” means the two-letter abbreviation for the country where your Stripe Account is located.“Data Warehouse” means a data storage solution listed on the Stripe Website that you select.“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).“Documentation” means the sample code, instructions, requirements and other documentation (a) available on the Stripe Website, the first page of which is located at www.stripe.com/docs; and (b) included in the Stripe SDKs.“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).“End User” has the meaning given in Stripe’s Privacy Policy.“End User Rights” means the data privacy rights afforded to End Users under Law, including the CCPA and GDPR.“End User Service” has the meaning given in the Stripe End User Terms.“Entry” has the meaning given to it in the Nacha Operating Rules.“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18.“Express Account” means a Connected Account enrolled as an Express account, as described in the Documentation.“Express Consent” means a Connections End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that Connections End User’s Connections Data for the Authorized Purpose.“Express Consent UI” means the user interface, including the text and consent mechanism included on that user interface, through which you obtain Express Consents.“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.“FDIC” means Federal Deposit Insurance Corporation.“FDIC Insurance” means deposit insurance that covers certain types of accounts at FDIC-insured banks.“Feedback” means ideas, suggestions, comments, observations and other input you provide to Stripe regarding Stripe services and the Stripe Technology.“Fees” means the fees applicable to the Services.“Financial Account” means the virtual prepaid access account that SPC or its Affiliates creates for a Stripe Treasury Accountholder as part of the Stripe Treasury Services.“Financial Account Transaction” means an Entry or other transaction in a Financial Account that adds to or subtracts from the Available Treasury Balance.“Financial Institution” has the meaning given in the GLBA.“Financial Partner” means a third party or an Affiliate of Stripe that provides financial services and with which Stripe or its Affiliate interacts to provide the Services.“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards.“Force Majeure Event” means an event beyond the control of Stripe or its Affiliates, including a strike or other labor dispute; labor shortage, stoppage or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state or national health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.“GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809.“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Stripe or you, as applicable.“High-Risk Jurisdiction” means any jurisdiction or administrative region that Stripe has deemed to be of particularly high risk, as identified on the Stripe Restricted Business List.“High-Risk Person” means any individual or entity that Stripe has deemed to be of particularly high risk, as identified on the Stripe Restricted Business List.“Hold” means a restriction on the availability of funds in a Financial Account that Stripe or its Affiliate places as a result of delayed funds availability, Legal Process or other reason.“ID Image” means an image of an individual submitted through the Stripe Identity Services, including an image captured from an individual’s identification document.“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts;(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;(f) a moratorium is agreed or declared with respect to all or part of your debts;(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or(l) where any User Group Entity or shareholder of a User Group Entity is subject to any of the events listed in this definition.“IP Claim” means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Stripe.“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.“IRS” means Internal Revenue Service.“IRS Code” means Internal Revenue Code, 26 U.S.C. Title 26.“Issuing Bank” means the Financial Partner, identified in the Issuing Bank Terms for the applicable Stripe Issuing Program, that issues a Card.“Issuing Bank Terms” means the applicable Issuing Bank’s Financial Services Terms that govern your participation in the applicable Stripe Issuing Program.“Issuing Complaint” means any expression of dissatisfaction with a product, service, policy, or employee related to a Stripe Issuing Program.“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.“Mark” means a trademark, service mark, design mark, logo or stylized script.“Multi-Currency Processing” means the ability to have funds settled to a User Bank Account in a currency different from the one in which you accepted payment from a Customer.“Nacha” means the National Automated Clearinghouse Association.“Nacha Operating Rules” means the rules Nacha publishes that govern automated clearing house transactions on the ACH Network, located at www.nachaoperatingrulesonline.org.“Originator” has the meaning given to it in the Nacha Operating Rules.“Payment Account Details” means the Payment Method account details for a Customer that the PCI Standards require to be protected, which may include the Customer’s name, and with respect to credit and debit cards, the Customer’s account number, card expiration date, and card verification value or similar security code.“Payment Method” means a payment method that Stripe accepts as part of the Stripe Payments Services (e.g., a Visa credit card, Klarna).“Payment Method Acquirer” means an entity that a Payment Method Provider has authorized to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorization and clearing; and (b) receive and remit settlement funds for authorized and cleared Transactions.“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB).“Payment Method Rules” means the guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.“Payment Method Terms” means terms that apply to your acceptance and use of a Payment Method, located on or accessible from the Stripe Website, including on the Stripe Legal Page, and which as of the Effective Date are described on that page as “Payment Method Terms.”“Payout Delay” means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Stripe; (c) your equipment, software, or other technology; or (d) a Force Majeure Event.“Payout Recipient” means a third-party recipient to which Stripe enables you to make payouts via the Stripe Connect Services.“Payout Schedule” means the schedule available in the Stripe Dashboard that shows the number of business days following the Transaction date that it takes for Stripe to initiate transfer of Transaction settlement funds to a User Bank Account.“PCI-DSS” means the Payment Card Industry Data Security Standards.“PCI Standards” means PCI-DSS and Payment Application Data Security Standard (PA-DSS), including successor standards (if any).“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined under EU Regulation (EU) 2016/679 (General Data Protection Regulation) and “personal information” as defined under the CCPA.“Platform Provider Agreement” means, collectively, the agreements that a Stripe Connect Platform has with its Connected Accounts.“Platform Services” means the products and services that Platform Users receive from a Stripe Connect Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).“Platform User” means, where you are acting as a Stripe Connect Platform, a user of your platform.“Pooled Account” means a pooled account to which Transaction settlement funds are credited.“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.“Protected Data” means (a) all User Information that you provide to Stripe; and (b) any Personal Data that Stripe uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.“Radar Score” means a numerical risk score or level associated with a Transaction or other related activity that the Stripe Radar Services provides.“Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.“Representative” means an individual submitting your application for a Stripe Account.“Reserve” means funds described as such by Stripe, which Stripe holds as security against liabilities you incur under this Agreement.“Restricted Business” means any category of business or business practice for which a Service cannot be used, as identified on the Stripe Restricted Business List (located on the Stripe Website) for the applicable Service and jurisdiction of your Stripe Account.“Reversal” means the reversal of the settlement of funds for a Transaction.“Selfie Verification” means the verification of an ID Image using biometric identifiers and facial recognition technology.“Service” means a service Stripe (or its Affiliate, as applicable) makes available to you under this Agreement.“Services Terms” means terms in this Agreement that apply to particular Stripe services (e.g., Stripe Payments Terms).“SDP Data” means data you transfer from your Stripe Account to a Data Warehouse.“SPC” means Stripe Payments Company, which is a Stripe Affiliate.“Standard Account” means a Connected Account enrolled as a Standard account, as described in the Documentation.“Stripe Account” means your Stripe account.“Stripe API” means all instances of the Stripe application programming interfaces, including all endpoints that enable Stripe users to use Stripe services.“Stripe Climate” means a suite of features Stripe provides that are designed to enable you to create and run your own corporate climate program.“Stripe Climate Funds” means the amount you choose to voluntarily allocate to Climate Projects through Stripe Climate, as a percentage of your revenue or a flat monthly amount, or another method of calculation Stripe accepts.“Stripe Connect Platform” means a platform provider that uses the Stripe Connect Services.“Stripe Connect Services” means (a) if you are a Stripe Connect Platform, the Services that enable you to create and manage Stripe accounts connected to your platform, as described in the Documentation; or (b) if you are a Connected Account, the Services described in the Connected Account Agreement.“Stripe Dashboard” means the interactive user interface through which a Stripe user may view information about and manage a Stripe account.“Stripe Data” means data that you obtain via the Services, including (a) information relating to Stripe API interactions via the Stripe Technology; (b) information Stripe uses for security or fraud prevention; and (c) all aggregated information Stripe generates from the Services.“Stripe Data Pipeline Services” means the Services that enable you to send data from your Stripe Account to your Data Warehouse account, as described on the Stripe Website.“Stripe End User Terms” means the terms that apply to an End User’s use of Stripe’s End User Services located at www.stripe.com/legal/end-users.“Stripe Financial Connections Services” means the Services that enable you to verify End User financial accounts and the option to receive Connections Data.“Stripe Identity Services” means the Services that enable Stripe to collect and verify, and Stripe and you to store, information regarding individuals for the purpose of verifying the identity of those individuals.“Stripe Identity Services Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email and the Stripe Dashboard), relating to the Stripe Identity Services.“Stripe Issuing Account” means the account an Issuing Bank maintains for a Stripe Issuing Accountholder, and each subaccount to that account.“Stripe Issuing Accountholder” means a business or organization that has successfully completed the onboarding requirements described in the Stripe Issuing Accountholder Terms and been approved for a Stripe Issuing Account.“Stripe Issuing Administrator” means the individual that a Stripe Issuing Accountholder appoints to manage its participation in the Stripe Issuing Programs.“Stripe Issuing Platform Services” means the Services that allow you to co-market the Stripe Issuing Services to your Platform Users and provide access to the Stripe Issuing Services to Accountholders.“Stripe Issuing Program” means Card issuing services that the applicable Issuing Bank provides under the applicable Issuing Bank Terms, together with the Stripe Issuing Services.“Stripe Issuing Program Guidelines” means all product design, marketing, compliance, reporting, and other guidelines and requirements Stripe and the applicable Issuing Banks establish related to the Stripe Issuing Services, as updated from time to time.“Stripe Issuing Program Territory” means the Territory, as that term is defined in the applicable Issuing Bank Terms.“Stripe Issuing Services” means Services that Stripe and its Affiliates make available to Stripe Issuing Accountholders, on behalf of Issuing Banks, and related Stripe services, including (a) integration with Issuing Banks; (b) providing Stripe Issuing Accountholders with access to Cards; (c) enabling Stripe Issuing Accountholders to manage Card spend, and (d) other services described in the Stripe Issuing Accountholder Terms.“Stripe Legal Page” means www.stripe.com/[countrycode]/legal, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located.“Stripe Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Stripe Parties.“Stripe Parties” means Stripe, Stripe’s Affiliates, and the directors, employees and agents of each.“Stripe Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes.“Stripe Pricing Page” means www.stripe.com/[countrycode]/pricing, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located.“Stripe Radar Data” means the Radar Scores and other data you receive through the Stripe Radar Services.“Stripe Radar Services” means the Services that are designed to enable you to detect and evaluate the risk that a Transaction or other related activity is fraudulent.“Stripe SDK” means a software development kit listed on www.github.com/stripe.“Stripe Tax Data” means data and reporting you receive through the Stripe Tax Services.“Stripe Tax Services” means the Services that are designed to enable you to determine and calculate the amount, if any, of certain Taxes due in connection with your sale of goods or provision of services to Customers.“Stripe Technology” means all hardware, software (including software in the Stripe SDKs), application programming interfaces (including the Stripe API), user interfaces (including the Stripe Dashboard), and other technology that Stripe uses to provide and make available the Stripe services.“Stripe Terminal Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email), relating to the Stripe Terminal Services, Stripe Terminal Software or Stripe Terminal Products.“Stripe Terminal Product” means a device, instrument, piece of equipment or other hardware that (a) Stripe, its Affiliate, or a third-party distributor or reseller authorized by Stripe or its Affiliate supplies to you, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product; or (b) Stripe approves for use to access the Stripe Terminal Services or the Stripe Technology, or to operate the Stripe Terminal Software.“Stripe Terminal Services” means the Stripe Payments Services for Transactions processed using a Stripe Terminal Product, together with related services and features as described in the Stripe Terminal Documentation and on the Stripe Website.“Stripe Terminal Software” means the Terminal Device Software and Terminal SDK.“Stripe Treasury Accountholder” means a Connected Account, or Stripe Connect Platform using the Stripe Treasury Services for your own business purpose, who has successfully completed the onboarding requirements described in the Stripe Treasury Platform Terms.“Stripe Treasury Account Information” means Personal Data or business information that a Stripe Connect Platform provides on behalf of its Connected Accounts to enable Stripe and its Affiliates to (a) determine the Connected Accounts’ eligibility to access the Stripe Treasury Services; (b) make the Stripe Treasury Services available to Stripe Treasury Accountholders; and (c) fulfill their responsibilities to applicable Treasury Banks and Treasury Transfer Networks.“Stripe Treasury Dashboard” means a user interface a Stripe Connect Platform provides that enables a Stripe Treasury Accountholder to manage its Financial Account.“Stripe Treasury Product Guidelines” means all product design, marketing, compliance, reporting and other guidelines and requirements established by Stripe, its Affiliates or the applicable Treasury Banks from time to time in connection with the Stripe Treasury Services.“Stripe Treasury Services” means the Services that enable a Stripe Treasury Accountholder to create and maintain a Financial Account where the Stripe Treasury Accountholder can (a) store, spend, and manage funds; and (b) make electronic payments and funds transfers to and from that account.“Stripe Treasury Territory” means the United States and its territories and protectorates (excluding the Northern Mariana Islands until the Stripe Treasury Services are available in that jurisdiction).“Stripe Website” means www.stripe.com.“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.“Tax Information Report” means a required tax information return or report, including IRS Form 1099, IRS Form 1042-S, or any other similar form.“Terminal Device EULA” means the Terminal Device Software License Agreement for end users, the terms of which are incorporated into this Agreement by this reference.“Terminal Device Software” has the meaning given to it in the Terminal Device EULA.“Terminal Purchase Terms” means the agreement under which Stripe or its Affiliate supplies the Stripe Terminal Products that you are using.“Terminal SDK” means the software code that is Stripe Technology and is distributed under the MIT license, test environment, and associated documentation, as described in the Stripe Terminal Documentation and which Stripe makes available at https://github.com/stripe, including iOS, Android and JavaScript versions, and including all Updates.“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.“Transaction” means a Payment Method transaction request initiated via the Stripe Technology through which Stripe is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.“Treasury Bank” means a bank insured by the Federal Deposit Insurance Corporation through which Stripe or its Affiliate holds Stripe Treasury Accountholder funds.“Treasury Regulatory Requirements” means Law, the rules of the Treasury Transfer Networks and the PCI Standards.“Treasury Transfer Networks” means the electronic funds transfer networks the Stripe Treasury Services uses, including the ACH Network, credit card networks, and debit card networks.“Update” means a modification, feature enhancement or update to the Services or Stripe Technology that requires you to take some action, which may include changing your implementation of the Services or Stripe Technology.“User Affiliate Reserve” means funds described as a reserve by Stripe, which Stripe or its Affiliate holds as security against liabilities that any User Group Entity incurs under its agreement with Stripe or an Affiliate of Stripe.“User Bank Account” means a bank or other financial institution account you identify to Stripe.“User Compliance Information” means information about you that Stripe requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Stripe Account.“User Financial Information” means (a) information about you that Stripe requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Stripe to calculate your risk of loss; and (c) all other information Stripe requests to assess your risk and ability to perform your obligations under this Agreement.“User Group” means (a) you; (b) any entity or individual that Stripe reasonably determines is associated with you; and (c) each of your and their Affiliates; that has entered into an agreement with Stripe (or an Affiliate of Stripe) under which Stripe or its Affiliate provides services.“User Group Entity” means an individual or entity that is part of the User Group (including you).“User Information” means User Compliance Information and User Financial Information.“User Materials” means any materials that you or a Stripe Issuing Accountholder wish to place on Cards or other materials related to the Stripe Issuing Programs, including any Mark or material protected by any IP Rights.“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.“Verifiable Individual” means an individual whose Verification Data is submitted through the Stripe Identity Services.“Verification Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the Stripe Identity Services.
Privacy PolicyCeltic Bank is committed to providing the highest level of security and privacy regarding the collection and use of our online banking customers’ personal information, as well as that of all visitors to our web site. Personal information may be collected through the submission of account applications, online banking transactions, or through the use of online financial tools such as interactive calculators. A detailed description of Celtic Bank’s Online Banking Privacy Policy is provided below. If you have additional questions regarding the privacy of your personal information, contact us.Respect of Right to PrivacyCeltic Bank respects your right to privacy and takes every precaution to provide you with the same level of privacy within our virtual branch that you receive through more traditional bank delivery channels.Collection and Use of Personal InformationThe collection of personal information online is designed to protect access to your personal accounts and to assist the bank in providing you with the products and services you want and need. All personal information collected and stored by the bank is used for specific business purposes-to protect and administer your personal accounts and transactions, to comply with state and federal banking regulations, and to help the bank better understand your financial needs in order to design or improve our products and services.Maintenance of Accurate InformationIt is in the best interest of both you and the bank to maintain accurate records concerning your personal information. For this reason, Celtic Bank allows you to update your personal information online, at anytime, through the submission of encrypted email requests sent to the bank’s secure administration site. Notifications are immediately sent to approved bank personnel alerting them to the receipt of your request. This procedure allows Celtic Bank to update your personal information within a timely manner.Limited Employee Access to Personal InformationCeltic Bank limits employee access to your personal information to only those bank administrators with a business reason for knowing such information. Celtic Bank also educates all employees about the importance of confidentiality and customer privacy. In addition, individual user names and passwords are used by approved bank personnel to access your personal information online, providing audit trails to further safeguard the privacy of your personal information.Third-Party Disclosure RestrictionsCeltic Bank follows strict privacy procedures in regard to protecting you personal information. In addition, the bank requires all third parties with a business need to access this information to adhere to similar and equally stringent privacy policies. Personal information may be supplied to a third party in order to process a customer transaction; if the customer requests it; the disclosure is required or allowed by law (i.e. exchange of information with reputable reporting agencies, subpoena, or the investigation of fraudulent activity, etc.); or for marketing purposes of which the customer has been previously informed and has been given the opportunity to decline. Disclosure of Privacy Policies Celtic Bank follows strict privacy procedures in regard to protecting you personal information. In addition, the bank requires all third parties with a business need to access this information to adhere to similar and equally stringent privacy policies. Personal information may be supplied to a third party in order to process a customer transaction; if the customer requests it; the disclosure is required or allowed by law (i.e. exchange of information with reputable reporting agencies, subpoena, or the investigation of fraudulent activity, etc.); or for marketing purposes of which the customer has been previously informed and has been given the opportunity to decline.California Resident Privacy NoticeIf you are a California resident, the California Consumer Privacy Act of 2018 (“CCPA”) permits you to obtain certain disclosures about information you have shared with us in connection with your use of the Services. CCPA also provides you with certain rights with respect to this information. This section outlines those CCPA required disclosures and details those rights that apply to “personal information” subject to the CCPA. Personal information does not include information that is publicly available (as defined by the CCPA), deidentified, or aggregated. This California Resident Privacy Notice (“CCPA Notice”) applies solely to all customers, users, and others who reside in the State of California (“California Resident” or “you”). We adopt this notice to comply with the CCPA and any terms defined in the CCPA have the same meaning when used in this CCPA Notice.1. Information We Collect: In the past 12 months, we may have collected the following categories of personal information about California Residents who are applicants for website visitors, users, and California Residents that apply for, access, or have an account for one or more products or services provided by or through Celtic Bank:CategoryExamplesIdentifiersFirst and last name, mailing address, online identifier (e.g., username), Internet Protocol (IP) address, email address, social security number, driver’s license number, passport number, or other similar identifiersCategories of information described in the California Customer Records StatuteFirst and last name, social security number, address, primary telephone number, job title, bank account number, signature or any other financial informationProtected classification characteristics under California or federal law.Age, race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).Commercial or transactions informationProducts or services purchased, obtained, or consideredInternet or other electronic network activity informationInformation about your internet connection, the equipment used to access the Sites and usage details, operating system, browser version, IP address, mobile device type, device unique identifier, mobile network information, web pages, content, communications, advertisements, referring/exit pages, clickstream data, and information that you search for using the ServicesSensory dataAudioGeolocation dataDevice locationProfessional or employment-related informationJob titleWe collect the information listed above from the following categories of sources: (i) information provided by you directly, (ii) information we collected when you use Celtic Bank products or services, or (iii) information received from third parties, including our Strategic Lending Partners.Personal information does not include:1. Publicly available information from government records.
2. Deidentified or aggregated consumer information.
3. Information excluded from the CCPA’s scope including but not limited to, personal information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (“FRCA”), the Gramm-Leach-Bliley Act (“GLBA”) or California Financial Information Privacy Act (“FIPA”), and the Driver’s Privacy Protection Act of 1994.2. Use of Personal Information: We may use or disclose the personal information we collect from you for a number of purposes compatible for which it was collected or authorized by you, including for, but not limited to, the following purposes:a. To fulfill or meet the reason you provided the information;
b. Providing, supporting, promoting, and improving the Celtic Bank products and/or services;
c. Communicating with you;
d. Marketing and advertising;
e. To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
f. As described to you when collecting your personal information or as otherwise set forth in the CCPA; and
g. For other purposes for which we provide notice to you at the time of collection or for which we obtain your consent.
h. More information on how we use your personal information is available in the Collection and Use of Personal Information section above.Celtic Bank will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice.3. Sharing Personal Information: Celtic Bank may disclose your personal information to a third party for a business purpose, including, but not limited to, sharing with service providers to assist us in providing the products and/or services, and to our business partners, including our Strategic Lending Partners. When we disclose your personal information to a third party for a business purpose, such disclosure is subject to a contract that describes the business purpose and requires such party to keep the information confidential and not use it for any purpose other than performing the contract. We further require the party to certify that it understands and agrees to comply with such restrictions.Celtic Bank may also disclose your personal information: (i) to affiliates and subsidiaries; (ii) as required by law; (ii) in connection with corporate changes; (vi) in anonymized or aggregate form; or (vii) with your consent.In the past 12 months, we have disclosed the following categories of personal information, in accordance with the Information Sharing section contained in this CCPA Notice, for a business purpose: (i) identifiers; (ii) categories of information described in the California Customer Records Statute; (iii) protected classification characteristics under California or federal law; (iv) commercial or transaction information; (v) internet or other electronic network activity information; (vi) sensory data, and (vii) professional or employment-related information.4. Selling Personal Information: Celtic Bank may sell, or have sold in the past 12 months, the following personal information to a third party: (i) identifiers; (ii) categories of information described in the California Customer Records Statute; (iii) commercial or transaction information; (v) internet or other electronic network activity information; (vi) sensory data, and (vii) professional or employment-related information.5. Methods for Submitting CCPA Right to Know or Right to Delete Requests: You have the right to submit a verifiable request to Celtic Bank using the following methods:a. Online Request Form. Click here to submit a request to know or delete by completing the online form.
b. Toll-Free Telephone Call. Call us Toll Free at 800.509.6191. We will contact you to obtain the necessary information to complete your request.
c. Email. Email us your request at privacy@celticbank.com. We will contact you to obtain the necessary information to complete your request.6. Do Not Sell My Personal Information: California Residents have the right to direct Celtic Bank not to sell your Personal Information and you may exercise this right at any time. Once you opt-out, we will not sell your Personal Information unless you give us authorization to do so. We will not ask you to reauthorize such sales until 12 months have passed since complying with request to opt-out. If you are a California Resident and wish to opt-out of the sale of your Personal Information, click here to submit an opt-out request.7. Verification Process. Once we receive a request to know or to delete, we must verify your identity before we can respond. You will be required to provide all or some of the following information for verification purposes:a. Your first and last name
b. The name of your business (if applicable)
c. Your e-mail address
d. Your telephone number
e. Your account number (if applicable)If you submit either a request to know specific pieces of Personal Information collected, or a request to delete sensitive, irreplaceable, or otherwise valuable Personal Information, you (or your authorized agent, if applicable) will be required to provide a signed declaration affirming your identity (or your authorized agent’s identity, if applicable).8. Authorized Agents. An authorized agent is either a natural person or a business entity registered with the California Secretary of State that a California Resident has authorized to act on his or her behalf. You may use an authorized agent to submit a request to know, to delete or to opt-out. Your agent will need to provide: either (1) a power of attorney; or (2) your written permission to allow the authorized agent to submit the request on your behalf and verification of your identity.9. Response Timing and Format.a. Acknowledgement of receipt of requestWe will confirm receipt of a request from you within ten (10) days. This confirmation will provide information about how we will process the request, including a description of our verification process and an approximation of when we will send you a substantive response.b. Substantive ResponseWe will respond to a verifiable request from you within forty-five (45) days. If we cannot respond in that time, we will notify you in writing that we need an additional forty-five (45) days and explain the reason for the needed additional time. If you have an account with us, we will respond to that account. If you do not have an account with us, we will deliver the written response by mail or e-mail, at your option. Any disclosures we provide will cover only the 12-month period preceding our receipt of your verifiable request. If we cannot comply with your request, we will explain why. If you have requested to know specific Personal Information we collected, we will provide that information to you via mail or electronically.We do not charge a fee to process or respond to a verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why and provide you with a cost estimate before completing the request.c. Acting upon opt-out requestsWe will act upon an opt-out as soon as commercially reasonable, but no later than fifteen (15) days from the date we receive the request.10. Your Rights Regarding Personal Information. If you are a California Resident, subject to applicable law, you have the following rights under California law with respect to your personal information:a. Right to KnowYou have the right to request that we disclose certain information we have collected, used and disclosed in the past 12 months. You have the right to know: (i) the categories and specific pieces of personal information we have collected about you;(ii) categories of sources from which your personal information was collected; (iii) the purposes for collecting your personal information; (iv) the categories of third parties with whom we have shared personal information; and (v) if your information is sold, lists of the categories of personal information sold and disclosed for a business purpose.b. Right to DeleteYou have the right to request that we delete any personal information we have collected from you. We will also direct any service providers with whom we have shared your personal information to delete such information from their records. CCPA provides certain exceptions to the Right to Delete. If any of these exceptions apply, we will not be able to comply and will be forced to deny your request to delete, for example when the personal information is necessary to complete a transaction for which we collected it or to comply with a legal obligation. You will be asked to clearly submit your request to delete and to separately confirm your choice.c. Right to Opt-out of SalesYou have the right to opt-out of the sale of your personal information. See Section 6 of this CCPA Notice for further information.d. Right to Non-DiscriminationYou have the right not to receive discriminatory treatment for the exercise of the privacy rights conferred by the CCPA.The above rights are subject to various exclusions and exceptions under applicable laws. The above rights are also subject to our being able to reasonably verify your identity and authority to make these requests. In addition, we may require a signed declaration under penalty of perjury that the requestor is the consumer whose personal information is the subject of the request. If we have collected information on your minor child, you may exercise the above rights on behalf of your minor child.Disclosure of Privacy PoliciesCeltic Bank is committed to ensuring the privacy of its customers’ personal information Click Here to learn more. For more information regarding the Celtic Bank Online Banking Privacy Policy, contact us (801) 363-6500.Celtic Bank reserves the right to amend our privacy policies and notice at our discretion and at any time. When we make changes to this privacy notice, we will post the updated notice here on our website and update the notice’s effective date. Your continued use of our Website following the posting of changes constitutes your acceptance of such changes.For questions regarding our Privacy policies, contact us at toll free at 1.800.509.6191 or via email at privacy@celticbank.com.Effective Date: September 15, 2020
Privacy PolicyLast updated: February 3, 2022This Privacy Policy includes important information about your personal data and we encourage you to read it carefully.WelcomeWe provide economic infrastructure for the internet. Businesses of all sizes use our software and services to accept payments and manage their businesses online. Stripe cares about the security and privacy of the personal data that is entrusted to us.This Privacy Policy (“Policy”) describes the “Personal Data” that we collect about you, how we use it, how we share it, your rights and choices, and how you can contact us about our privacy practices. This Policy also outlines your data subject rights, including the right to object to some uses of your Personal Data by us. Please visit the Stripe Privacy Center for more information about our privacy practices.“Stripe”, “we”, “our” or “us” means the Stripe entity responsible for the collection and use of personal data under this Privacy Policy. It differs depending on your country. Learn more.“Personal Data” means any information that relates to an identified or identifiable individual, and can include information about how you engage with our Services (e.g. device information, IP address).“Services” means the products and services that Stripe indicates are covered by this Policy, which may include Stripe-provided devices and apps. Our “Business Services” are Services provided by Stripe to entities (“Business Users”) who directly and indirectly provide us with “End Customer” Personal Data in connection with those Business Users’ own business and activities. Our “End User Services” are those Services which Stripe directs to individuals (rather than entities) so that those individuals do business directly with Stripe. “Sites” means Stripe.com and the other websites that Stripe indicates are covered by this Policy. Collectively, we refer to Sites, Business Services and End User Services as “Services”.Depending on the context, “you” means End Customer, End User, Representative or Visitor:When you directly use an End User Service (such as when you sign up for Link, or make a payment to Stripe Climate in your personal capacity), for your personal use, we refer to you as an “End User.”When you do business with, or otherwise transact with, a Business User (typically a merchant using Stripe Checkout, e.g. when you buy a pair of shoes from a merchant that uses Stripe for payment processing) but are not directly doing business with Stripe, we refer to you as an “End Customer.”When you are acting on behalf of an existing or potential Business User (e.g. you are a founder of a company, or administering an account for a merchant who is a Business User), we refer to you as a “Representative.”When you visit a Site without being logged into a Stripe account or otherwise communicate with Stripe, we refer to you as a “Visitor.” (e.g. you send Stripe a message asking for more information because you are considering being a user of our products).Depending on the activity, Stripe acts as a “data controller” or “data processor” and for more information about this and on the Stripe entity that is responsible under this Policy, see here.1. Personal data that we collect and how we use and share it2. More ways we collect, use and share personal data3. Legal bases for processing data4. Your rights and choices5. Security and retention6. International data transfers7. Updates and notifications8. Jurisdiction-specific provisions9. Contact us1. Personal data that we collect and how we use and share it1.1 End UsersWe provide End User Services where we do not act as a service provider to Businesses but instead provide the Services directly to you for your personal use (e.g. Link user). See here for further information on the legal bases which we rely on for using (processing) your Personal Data.Personal data that we collect about End UsersUsing Link or Connecting your Bank Account. Stripe offers you the opportunity to store your payment methods with Stripe so that you can conveniently use it across merchants who are our Business Users – we call this “Link” (formerly known as “Remember Me”). When you opt in to Link, you agree to let us store your payment method so that you can more readily make purchases through Link with Business Users of our payment processing Business Services (e.g. name, card number, cvc, and expiration date). When you choose to pay with Link, we will also collect your Transaction Data. Learn More.If you choose to share bank account information (including for use in Link) with us, Stripe will periodically collect and process your bank account information (e.g. account owner information, account balances, account number and details, account transactions and in some cases, credentials) until you ask us to disconnect your bank account. Learn More.Paying Stripe. If you are buying goods or services directly from Stripe, we receive Transaction Data. For example, when you make a payment to Stripe Climate, we will collect contact information, payment method information, information about that transaction and in some cases, shipping information.Other Services. We may offer other End User Services directly to you from time to time, including certain financial Services. Learn More for information about our collection and use of Personal Data.More. Please see below for information about additional types of Personal Data that we may collect, including about online activity.How we use and share personal data of End UsersServices. We use your Personal Data to provide the End User Service to you, including security, delivery, support, personalization and messages related to the End User Service (e.g. communicating Policy updates and information about our Services). We also use your Personal Data for our fraud detection and mitigation Business Services and may share certain Personal Data as part of those Business Services with Business Users that you may seek to do business with. The use of this Personal Data is subject to the Business Users’ privacy policies.Our Business Users. When you choose to connect your bank account with Stripe, you may also choose to share account information with certain Business Users that you do business with. These Business Users will have their own privacy policies which describe how they use that information.Transactions. For payment transactions with Link, End User Personal Data is shared with others to enable the transaction. For example, when you choose to use a payment method for the transaction with Stripe or with Link (e.g. credit card, debit card, buy now pay later, or direct debit), that payment method will receive transaction information that includes your Personal Data. Please review your payment method’s privacy policy to learn more. When you use Link, the merchant you choose to do business with will also receive Transaction Data that includes your Personal Data and with your permission, your bank account information. The merchant may share that Personal Data with others (see below regarding End Customers). Please review your merchant’s privacy policy for further information.Fraud Detection Services. We use your Personal Data collected across our Services (e.g. Stripe Radar) to detect and prevent fraud against us, our Business Users and financial partners, including to detect unauthorized log-ins using your online activity. We may provide Business Users (including card issuers and others involved in payment processing activities) that have requested our fraud Business Services with Personal Data about you (including your attempted transactions) so that they can assess the associated fraud risk with a transaction. You can learn more about how we may use technology to assess the fraud risk associated with an attempted transaction here.Advertising. We may use your Personal Data to assess your eligibility for and offer you other End User Services. With your permission or where allowed by law, we use and share End User Personal Data with others so that we may market our products and services to you, including through interest-based advertising where allowed by applicable law, including subject to any consent requirements. See our Cookie Policy. We do not share End User Personal Data with third parties for their marketing or advertising unless you give us or the third party permission to do so. We do not sell the data of End Users.More. Please see below for information about additional ways in which we may use and share your Personal Data.1.2 End CustomersStripe offers Business Services to our Business Users (e.g. in-person checkout or online checkout). When we are acting as a Business User’s service provider (or data processor), we will process Personal Data in accordance with the terms of our agreement with the Business User and the Business User’s lawful instructions. For example, we process payment transactions for a Business User because you bought a product from them. Business Users are responsible for making sure that their End Customer’s privacy rights are respected, including ensuring appropriate disclosures about data collection and use that happens in connection with their services. If you are an End Customer (e.g., a purchaser of a product at an online Business User site), please refer to the privacy policy or notice of the Business User for information regarding the Business User’s privacy practices, choices and controls, or contact the Business User directly. See here for further information on the legal bases which we rely on for using (processing) your Personal Data.a. Personal data that we collect about End CustomersTransaction Data. If you are an End Customer, when you make payments to, get refunds from, begin a purchase, make a donation or otherwise transact with a Business User that uses us to provide payment processing Business Services, we will receive transaction data. The “Transaction Data” that we collect includes Personal Data, and may include the following: your name, email address, billing address, shipping address, payment method information (such as credit or debit card number, bank account information or payment card image selected by you), merchant and location, purchase amount, date of purchase, and in some cases, some information about what you have purchased and your phone number. We may also receive your transaction history with the Business User. Learn More. We may collect information typed into a checkout form, even if you choose not to complete the form or purchase with the Business User. Learn More.Identity/Verification Information. Stripe provides a verification and fraud Service that allows a Business User to verify Personal Data about you, such as your age (when purchasing age restricted goods) or your authorization to use a payment method. You will be asked to share Personal Data and we will collect the information that you share for this purpose, such as your government ID, your image, and Personal Data you input or that is apparent from the physical payment method (e.g. credit card image). We may compare this information with information about you we collect from Business Users, financial partners, business partners, identity verification services, publicly available sources, and third party service providers. Learn More.More. Please see below for information about additional types of Personal Data that we may collect, including about online activity.b. How we use and share personal data of End CustomersWe generally use and share Personal Data of End Customers with Business Users to provide Business Services as described below, as well as for Stripe’s own purposes to secure, improve and provide our Business Services, as described below.Payments. We use your Transaction Data to provide our Payments related Business Services to Business Users, including to process online payment transactions, to calculate applicable sales tax, to invoice and bill, and to calculate their revenue. Learn More. We may also use Personal Data to provide and improve our Business Services.For payment transactions, your Personal Data is shared with a number of parties in connection with your transaction. Because we act as a service provider or processor, we share Personal Data to enable the transaction. For example, when you choose to use a payment method for the transaction (e.g. credit card, debit card, buy now pay later, or direct debit), your payment method will receive the Transaction Data that includes your Personal Data. Please review your payment method’s privacy policy to learn more about how they use and share this information.The merchant you choose to do business with will also receive Transaction Data that includes your Personal Data and the merchant may share that Personal Data with others. Please review your merchant’s privacy policy to learn more.Other Financial Services. Some of our Business Users use our Services in order to offer financial services to you, through Stripe or its financial partners. For example, they may provide a card product that enables you to purchase goods and services. These cards may carry the Stripe brand, bank partner brand and/or the brands of Business Users. In addition to any Transaction Data we may produce or receive when these cards are used for purchases, we will also receive and use your Personal Data in order to provide and manage these products. Please also see the privacy policies of the Business User and our bank partner, if applicable, associated with the financial service (whose brands may be shown on the card).Identity/Verification Services. We use Personal Data about your identity, including information provided by you and our service providers, to perform verification Services for Stripe or for the Business Users that you are doing business with and to reduce fraud and enhance security. If you provide a “selfie” along with an image of your identity document, we will use technology to compare and calculate whether they match and you can be verified. Learn More.Fraud Detection Services. We use your Personal Data collected across our Services to detect and prevent fraud against us, our Business Users and financial partners (e.g. Stripe Radar), including to detect unauthorized log-ins using your online activity. We may provide Business Users (including card issuers and others involved in payment processing activities) that have requested our fraud Business Services with Personal Data about you (including your attempted transactions) so that they can assess the associated fraud risk with a transaction. You can learn more about how we may use technology to assess the fraud risk associated with an attempted transaction and what information we may share with Business Users about such risks here and here.Our Business Users (their Authorized Third Parties). We share Personal Data of End Customers with their respective Business Users and with parties directly authorized by those Business Users to receive Personal Data. This includes sharing Personal Data of End Customers with Business Users when a Business User authorizes a third party application provider to access its Stripe account using Stripe Connect. For example, when the Business User uses Identity Services to verify an End Customer’s identity, Stripe shares with the Business User the information, documents or photos provided by the End Customer to verify their identity. The Business Users you choose to do business with may further share your Personal Data to third parties they authorize. Please review your merchant’s privacy policy to learn more.Advertising by Business Users. If you have begun a purchase, we share Personal Data with that Business User in connection with our provision of Services and that Business User may use your Personal Data to market and advertise their products or services. Please review your merchant’s privacy policy to learn more, including your rights to stop their use of your Personal Data for marketing purposes. We do not use or share End Customer Personal Data for our marketing or advertising, or for marketing and advertising by third parties who are not the Business User with which you have transacted or attempted to transact. We do not sell the data of End Customers.More. Please see below for information about additional ways in which we may use your Personal Data.1.3 RepresentativesTo provide Business Services, we collect, use and share Personal Information from Representatives of our Business Users (e.g. a business owner). If the Representative is the only employee of a Business User, please see the End User and End Customer sections to understand additional ways in which we can collect and use your Personal Data when you use our Services. See here for further information on the legal bases which we rely on for using (processing) your Personal Data.a. Personal data that we collect about RepresentativesRegistration and Contact Information. If you register for a Stripe account for a Business User (including incorporation of a Business), we collect your name and account log-in credentials. If you register for an event that Stripe organizes or attends or if you sign up for Stripe communications, we collect your registration and profile information. If you are a Representative of a potential Business User, we receive your Personal Data from third parties (including data providers) in order to advertise to, market and communicate with you as described further below and in Section 2.Identification Information. If you are an owner of a Business User or you are expected to be a shareholder, officer or director of a Business User, we require that you provide your contact details, such as name, postal address, telephone number, and email address to fulfill our financial partner and regulatory requirements. We may also collect financial and personal information about you, such as your ownership interest in the Business User, your date of birth and government identifiers associated with you and your Business User (such as your social security number, tax number, or Employer Identification Number). You may also choose to provide bank account information.More. Please see below for information about additional types of Personal Data that we may collect, including about online activity.b. How we use and share personal data of RepresentativesWe generally use Personal Data of Representatives to provide the Business Services to the associated Business Users, as well as for the purposes described below.Business Services. We use and share Personal Data of Representatives with Business Users to provide the Services. For users of our tax Business Services, we may use your Personal Data to file taxes on behalf of your associated Business User. If your Business User uses Atlas, we may use your Personal Data to submit forms to the IRS on your behalf and to file documents with other governmental authorities (e.g. articles of incorporation in your state of incorporation).We share data with parties directly authorized by a Business User to receive Personal Data (e.g. financial partners servicing the financial product). The use of Personal Data by a Business User’s authorized third party is subject to the third party’s privacy policy. In some cases our Business Service will require us to submit your Personal Data to a government entity (e.g. incorporating a business, or paying applicable sales tax).Advertising. With your permission or where allowed by applicable law, we use and share Representative Personal Data with others so that we may advertise and market our products and services to you, including through interest-based advertising subject to any consent requirements under applicable law. See our Cookie Policy. We do not sell Representative Personal Data.More. Please see below for information about additional ways in which we may use and share your Personal Data.1.4 Visitors (e.g. visitors to Stripe sites who are not an End User, End Customer or Representative)See here for further information on the legal bases which we rely on for using (processing) your Personal Data.a. Visitor personal data that we collectWhen you visit our Sites, we generally receive your Personal Data either from you providing it to us or through our use of cookies and similar technologies. See our Cookie Policy.Forms. When you choose to fill in a form on the Site or on third party websites featuring our advertising (e.g. LinkedIn or Facebook), we will collect the information included in the form, usually your contact information and other information about your question related to our Services.More. Please see below for information about additional types of Personal Data that we may collect, including about online activity.b. How we use and share visitor personal dataPersonalization. We use information about you that we gather from cookies and similar technologies to measure engagement with the content on the Sites, to improve relevancy and navigation, to personalize your experience and to tailor content about Stripe and our Services to you.Advertising. With your permission or where allowed by law, we use and share Visitor Personal Data with others so that we may advertise and market our products and services to you, including through interest-based advertising where allowed by applicable law, including subject to any consent requirements. See our Cookie Policy.More. Please see below for information about additional ways in which we may use your Personal Data.2. More ways we collect, use and share personal dataIn addition to the ways we collect, use and share Personal Data that are described above, we also process your Personal Data as follows.a. Personal Data CollectionOnline Activity. Depending on the Service you use and the Business Users’ implementation of our Business Services, we will collect information about:Devices and browsers across our Sites and third-party websites, apps and other online services (“Third-Party Sites”),Usage data associated with those devices and browsers, including IP address, plug-ins, language used, time spent on Sites and Third-Party Sites, pages visited, links clicked, and the pages that led or referred you to Sites and Third-Party Sites. For example, activity indicators, like mouse activity indicators, help us detect fraud. Learn More. Please also see our Cookie Policy.Communication and Engagement Information. We will collect any information you choose to provide to us, for example, through support tickets, emails or social media. When you respond to Stripe emails or surveys, we collect your email address, name and any other information you choose to include in the body of your email or responses. If you contact us by phone, we will collect the phone number you use to call Stripe, as well as other information you may provide during the call. We will also collect your engagement data such as your registration for, attendance of, or viewing of Stripe events and other interaction with Stripe personnel.Forums and Discussion Groups. Where our Sites allow you to post content, we will collect Personal Data that you provide in connection with the post.b. Personal Data Usage. In addition to the ways described above in which we use Personal Data, we use Personal Data in the following ways:Improving and Developing our Services. We use analytics on our Sites to help us analyze your use of our Sites and Services and diagnose technical issues. To learn more about the cookies that may be served through our Sites and how you can control our use of cookies and third-party analytics, please see our Cookie Policy. We also collect and process Personal Data through our different Services, whether you are an End User, End Customer, Representative or Visitor, to improve our Services, develop new Services and support our efforts to make our Services more relevant and more useful to you.Communications. We will use the contact information we have about you to perform the Services, which may include sending codes via SMS to authenticate you. Learn More. If you are an End User, Representative or Visitor, we may communicate with you using the contact information we have about you (e.g. using email, phone, text message or videoconference) to provide information about our Services and our affiliates’ services, invite you to participate in our events or surveys, or otherwise communicate with you for our marketing purposes, provided that we do so in accordance with applicable law, including any consent or opt-out requirements. For example, when you submit your contact information to us or when we collect your business contact details through our participation at trade shows or other events, we may use the information to follow-up with you regarding an event, send you information that you have requested on our products and services and include you on our marketing information campaigns.Social Media and Promotions. If you choose to submit Personal Data to us to participate in an offer, program or promotion, we will use the Personal Data you submit to administer the offer, program or promotion. Based on your permission or opt-out, we will also use that Personal Data and Personal Data you make available on social media to market to you.Fraud Prevention and Security. We collect and use Personal Data to help us to detect and manage the activity of fraudulent and other bad actors across our Services, to enable our fraud detection Business Services, and to otherwise seek to secure our Services and transactions against unauthorized access, use, modification or misappropriation of Personal Data, information and funds. In connection with fraud and security monitoring, prevention, detection, and compliance activities for Stripe and its Business Users, we receive information from service providers (including credit bureaus), third parties, and the Services we provide. We may collect information from you, and about you, from Business Users, financial parties and in some cases third parties. For example, to protect our Services, we may receive information from third parties about IP addresses that malicious actors have compromised. Learn More. This Personal Data (e.g. name, address, phone number, country) helps us to confirm identities, run credit checks subject to applicable law and prevent fraud. We may also use technology to assess the fraud risk associated with an attempted transaction by an End Customer or End User with a Business User or financial partner.Compliance with Legal Obligations. We use Personal Data to meet our contractual and legal obligations related to anti-money laundering, Know-Your-Customer ("KYC") laws, anti-terrorism, export control and prohibitions on doing business with restricted persons or in certain business areas, and other legal obligations. We strive to make our Services safe, secure and compliant, and the collection and use of Personal Data is critical to this effort. For example, we may monitor patterns of payment transactions and other online signals and use those insights to reduce the risk of fraud, money laundering and other activity that is harmful to Stripe, our End Users and their End Customers.Minors. The Services are not directed to minors, including children under the age of 13, and we request that they do not provide Personal Data through the Services. In some countries, we may impose higher age limits as required by applicable law. We do not sell any Personal Data of End Customers, Representatives, Visitors or End Users, including those aged between 13 to 16.c. Personal Data Sharing. In addition to the ways described above, we share Personal Data in the following ways:Stripe Affiliates. We share Personal Data with other Stripe affiliated entities. When we share with these entities, it is for purposes identified in this Policy.Service Providers or Processors. In order to provide Services to our Business Users and End Users and to communicate, market and advertise to Visitors, Representatives and End Users regarding our Services, we will rely on others to provide us services. Service providers (provide a variety of critical services, such as hosting (storing and delivering), analytics to assess the speed, accuracy and/or security of our Services, identity verification, customer service, email and auditing. We authorize such service providers to use or disclose the Personal Data of our Users that we make available to perform services on our behalf and to comply with applicable legal requirements. We require such service providers to contractually commit to protect the security and confidentiality of Personal Data they process on our behalf. Our service providers are predominantly located in the European Union, the United States of America and India. Learn More.Financial Partners. “Financial Partners” are financial institutions that we partner with to offer the Services (including payment method acquirers, banks and payout providers). We share Personal Data of our Users with certain Financial Partners to provide the Services to the associated Business Users and to offer certain Services in partnership with our Financial Partners. For example, we share certain Personal Data of Representatives (e.g. loan repayment data and contact information) with institutional investors who purchase the Capital loans that we have made to the associated Business Users.Others with Consent. In some cases we may not provide a service, but instead refer you to, or enable you to engage with, others to get services (e.g. professional services firms that we partner with to deliver Atlas). In these cases, we will disclose the identity of the third party and the information that will be shared with them, and seek your consent to share the information.Corporate Transactions. In the event that we enter into, or intend to enter into, a transaction that alters the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or any portion of our business, assets or stock, we may share Personal Data with third parties in connection with such transaction. Any other entity which buys us or part of our business will have the right to continue to use your Personal Data, but subject to the terms of this Policy.Compliance and Harm Prevention. We share Personal Data as we believe necessary: (i) to comply with applicable law, (ii) to comply with rules imposed by payment method in connection with use of that payment method (e.g. network rules for Visa); (iii) to enforce our contractual rights; (iv) to secure or protect the Services, rights, privacy, safety and property of Stripe, you or others, including against other malicious or fraudulent activity and security incidents; and (v) to respond to valid legal process requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include authorities outside your country of residence.3. Legal bases for processing dataFor the purposes of the General Data Protection Regulation, we rely upon a number of legal bases to enable our processing of your Personal Data. For more information see here.a. Contractual and Pre-Contractual Business Relationships. We process Personal Data for the purpose of entering into business relationships with prospective Business Users and End Users and to perform the respective contractual obligations that we have with these Users. Activities include:Creation and management of Stripe accounts and Stripe account credentials, including the evaluation of applications to commence or expand the use of our Services;Creation and management of Stripe Checkout accounts;Accounting, auditing, and billing activities; andProcessing of payments, including fraud detection and prevention, optimizing valid transactions, communications regarding such payments, and related customer service.b. Legal Compliance. We process Personal Data to verify the identity of our Users in order to comply with fraud monitoring, prevention and detection obligations, laws associated with the identification and reporting of illegal and illicit activity, such as "Anti-Money Laundering ("AML") and Know-Your-Customer ("KYC")" obligations, and financial reporting obligations. For example, we may be required to record and verify a User’s identity for the purpose of compliance with legislation intended to prevent money laundering and financial crimes. These obligations are imposed on us by the operation of law, industry standards, and by our financial partners, and may require us to report our compliance to third parties, and to submit to third party verification audits.c. Legitimate Business Interests. Where allowed under applicable law, we rely on our legitimate business interests to process Personal Data about you. The following list sets out the business purposes for which we have a legitimate interest in processing your data:Detect, monitor and prevent fraud and unauthorized payment transactions;Mitigate financial loss, claims, liabilities or other harm to End Customers, End Users, Business Users and Stripe;Determine eligibility for and offer new Stripe products and services Learn More;Respond to enquiries, send Service notices and provide customer support;Promote, analyze, modify and improve our Services, systems, and tools, and develop new products and services, including reliability of the Services;Manage, operate and improve the performance of our Sites and Services by understanding their effectiveness and optimizing our digital assets;Analyze and advertise our Services;Conduct aggregate analysis and develop business intelligence that enable us to operate, protect, make informed decisions, and report on the performance of, our business;Share Personal Data with third party service providers that provide services on our behalf and business partners which help us operate and improve our business Learn More;Enable network and information security throughout Stripe and our Services; andShare Personal Data among our affiliates.d. Consent. We may rely on consent to collect and process Personal Data as it relates to how we communicate with you and for the provision of our Services like Link, Atlas and Identity. When we process data based on your consent, you have the right to withdraw your consent at any time without affecting the lawfulness of processing based on such consent before the consent is withdrawn.4. Your rights and choicesYou may have choices regarding our collection, use and disclosure of your Personal Data:a. Opting out of receiving electronic communications from usIf you no longer want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails or as described here. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related emails from us, our Business Users may still send you messages and direct us to send you messages on their behalf.b. Your data protection rightsDepending on your location and subject to applicable law, you may have the following rights described here with regard to the Personal Data we control about you:The right to request confirmation of whether Stripe processes Personal Data relating to you, and if so, to request a copy of that Personal Data;The right to request that Stripe rectifies or updates your Personal Data that is inaccurate, incomplete or outdated;The right to request that Stripe erase your Personal Data in certain circumstances provided by law. Learn more;The right to request that Stripe restrict the use of your Personal Data in certain circumstances, such as while Stripe considers another request that you have submitted (including a request that Stripe make an update to your Personal Data);The right to request that we export your Personal Data that we hold to another company, where technically feasible;Where the processing of your Personal Data is based on your previously given consent, you have the right to withdraw your consent at any time; and/orWhere we process your information based on our legitimate interests, you may also have the right to object to the processing of your Personal Data. Unless we have compelling legitimate grounds or where it is needed for legal reasons, we will cease processing your information when you object.c. Process for exercising your data protection rightsTo exercise your data protection rights please also see the Stripe Privacy Center or contact us as described below.5. Security and retentionWe make reasonable efforts to provide a level of security appropriate to the risk associated with the processing of your Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data covered by this Policy against unauthorized access, destruction, loss, alteration or misuse. Personal Data is only accessed by a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure.To help us protect personal data, we encourage you to use a strong password and never share your password with anyone or use the same password with other sites or accounts. If you have reason to believe that your interaction with us is no longer secure (e.g. you feel that the security of your account has been compromised), please contact us immediately. Learn More.We retain your Personal Data as long as we are providing the Services to you or our Business Users (as applicable) or for a period during which we reasonably anticipate providing the Services. Even after we stop providing Services directly to you or a Business User with which you are doing business, and even if you close your Stripe account or complete a transaction with a Business User, we retain your Personal Data in order to comply with our legal and regulatory obligations. We may also retain it to allow for fraud monitoring, detection and prevention activities. We also keep Personal Data to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods you used. In cases where we keep Personal Data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law. Learn More.6. International data transfersWe are a global business. Personal Data may be stored and processed in any country where we do business, where our service providers do business or if you use an international payment method or financial partner service, the countries in which that payment method or financial partner operates. We may transfer your Personal Data to countries other than your own country, including to the United States. These countries may have data protection rules that are different from your country. When transferring data across borders, we take measures to comply with applicable data protection laws related to such transfer. In certain situations, we may be required to disclose Personal Data in response to lawful requests from Officials (such as law enforcement or security authorities).If you are located in the European Economic Area (“EEA”), the "United Kingdom ("UK")" or Switzerland, please see Stripe Privacy Center for more information. Where applicable law requires a data transfer mechanism, we use one or more of the following: EU Standard Contractual Clauses with a data recipient outside the EEA, Switzerland or the UK, verification that the recipient has implemented Binding Corporate Rules, or other legal methods available to us under applicable law. For transfers to third countries we have entered into Standard Contractual Clauses, approved by the European Commission, to ensure an adequate level of protection for the transfer of your Personal Data to those entities outside the EEA. You can obtain a copy of the relevant Standard Contractual Clauses. Learn More.While Stripe Inc. remains self-certified under the E.U.-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield, it is not currently relying on these frameworks for the transfer of personal data to the U.S. For more information, please see Stripe Privacy Center.7. Updates and notificationsWe may change this Policy from time to time to reflect new services, changes in our privacy practices or relevant laws. The “Last updated” legend at the top of this Policy indicates when this Policy was last revised. Any changes are effective when we post the revised Policy on the Services.We may provide you with disclosures and alerts regarding the Policy or Personal Data collected by posting them on our website and, if you are an End User or Business User, by contacting you through your Stripe Dashboard, email address and/or the physical address listed in your Stripe account.If applicable law requires that we provide notice in a specified manner prior to making any changes to this Policy applicable to you, we will provide such required notice.8. Jurisdiction-specific provisionsAustralia. If you are an Australian resident, and you are dissatisfied with our handling of any complaint you raise under this Policy, you may wish to contact the Office of the Australian Information Commissioner.EEA and UK. To exercise your rights, you may contact our DPO. If you are a resident of the EEA or we have identified Stripe Payments Europe Limited as your data controller, and believe we process your information within the scope of the General Data Protection Regulation (GDPR), you may direct your questions or complaints to the Irish Data Protection Commission. If you are a resident of the UK, you may direct your questions or concerns to the UK Information Commissioner’s Office. Where Personal Data is used for regulated financial activities in Europe, Stripe Payments Europe Limited and Stripe local regulated entities (defined as those who are licensed, authorized or registered by a Local Regulatory Authority) are considered joint controllers. Learn More.Indonesia. As used in this Policy, “applicable law” includes Law No. 11 of 2008 as amended by Law No. 19 of 2016 on Electronic Information and Transactions, Government Regulation No. 71 of 2019 on the Implementation of Electronic Systems and Transactions, and Minister of Communication and Informatics Regulation No. 20 of 2016 on Personal Data Protection in Electronic Systems and “Personal Data” includes “personal data” as defined under such laws.Malaysia. If you have any questions or complaints about this Policy, please contact our DPO.Thailand. Thailand residents may have additional rights under applicable laws. If we process your Personal Data due to a legal obligation or contractual right, and you do not provide us with personal Information, we may not be able to lawfully provide you services.United States - California. If you are a consumer located in California, we process your personal information in accordance with the California Consumer Privacy Act ("CCPA"). You have a right to receive notice of our practices at or before collection of personal information. This section provides additional details about the personal information we collect and use for purposes of CCPA.How We Collect, Use, and Disclose your Personal Information. The Personal Data We Collect section further describes the personal information we may have collected about you, including the categories of sources of that information. We collect this information for the purposes described in the How We Use Personal Data section. We share this information as described in the How We Disclose Personal Data section. For specific details, please see here. Stripe uses cookies, including advertising cookies, as described in our Cookie Policy.Your CCPA Rights and Choices. As a California consumer and subject to certain limitations under the CCPA, you have choices regarding our use and disclosure of your personal information (learn more):Exercising the right to know: you may request that we disclose to you the personal information we have collected about you. You also have a right to request additional information about categories of their personal information collected, sold, or disclosed; purposes for which this personal information was collected or sold; categories of sources of personal information; and categories of third parties with whom we disclosed this personal information.Exercising the right to delete: you may request that we delete the personal information we have collected from you, subject to certain limitations under applicable law.Exercising the right to opt-out from a sale: We do not sell Personal Data as defined by the CCPA and have not done so in the past 12 months.Non-discrimination: The CCPA provides that you may not be discriminated against for exercising these rights.To submit a request to exercise any of the rights described above, please contact us using the methods described in the Contact Us section below. You may designate, in writing or through a power of attorney, an authorized agent to make requests on your behalf to exercise your rights under the CCPA. Before accepting such a request from an agent, we will require the agent to provide proof you have authorized it to act on your behalf, and we may need you to verify your identity directly with us.Further, to provide or delete specific pieces of personal information we will need to verify your identity to the degree of certainty required by law. We will verify your request by asking you to send it from the email address associated with your account or requiring you to provide information necessary to verify your account.An authorized agent may submit a request on your behalf by contacting us using the methods described in the Contact Us section below. We may still require you to directly verify your identity and confirm that you provided the authorized agent permission to submit the request.9. Contact usIf you have any questions or complaints about this Policy, please contact us. If you are an End Customer (i.e. an individual doing business or transacting with a Business User), please refer to the privacy policy or notice of the Business User for information regarding the Business User’s privacy practices, choices and controls, or contact the Business User directly.
Welcome to Stripe!This Stripe Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement between Stripe, Inc. (“Stripe”) and the entity or sole proprietor on whose behalf a Stripe account is created (“you” and “your”) to receive certain payment processing, data, technology and analytics, or other business services offered by Stripe and its Affiliates. This Agreement states the terms and conditions that apply to your use of the Services.This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Stripe terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.As referenced in Section 13 of the General Terms, any dispute between you and Stripe is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.General TermsLast modified: August 22, 2022You and Stripe agree as follows:1. Your Stripe Account.1.1 Eligibility.Only businesses (including sole proprietors) and non-profit organizations located in the United States are eligible to apply for a Stripe Account and use the Services. Stripe and its Affiliates may provide Services to you or your Affiliates in other countries or regions under separate agreements. You and your Representative must not attempt to create a Stripe Account on behalf of or for the benefit of a user whose use of the Stripe services was suspended or terminated by Stripe, unless Stripe approves otherwise.1.2 Business Representative.You and your Representative individually affirm to Stripe that (a) your Representative is authorized to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Stripe may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.1.3 Sole Proprietors.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 amounts you owe under this Agreement.1.4 Age Requirements.If you are a sole proprietor, and you are not old enough to enter into a contract on your own behalf (which is commonly but not always 18 years old), but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, but the individual is 13 years old or older, your Representative must obtain the consent of either your board or an authorized officer. The 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 this Agreement itself. You must not use the Services if you are under 13 years of age.2. Services and Support.2.1 Services.Stripe (and its Affiliates, as applicable) will make available to you the Services, including those described in the applicable Services Terms, and, if applicable, give you access to a Stripe Dashboard.2.2 Services Terms; Order of Precedence.The Services Terms contain specific terms governing the parties’ rights and obligations related to the Services described in those Services Terms. If there are no Services Terms for a particular Stripe service, then only these General Terms govern. By accessing or using a Service, you agree to comply with the applicable Services Terms. If any term in these General Terms conflicts with a term in any Services Terms or set of terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your access to or use of the Services may also be subject to additional terms to which you agree through the Stripe Dashboard.2.3 Service Modifications and Updates.Stripe may modify the Services and Stripe Technology at any time, including adding or removing functionality or imposing conditions on use of the Services. Stripe will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or Stripe Technology that you are using. Stripe is not obligated to provide any Updates. However, if Stripe makes an Update available, you must fully install the Update by the date or within the time period stated in Stripe’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice.2.4 Subcontracting.Stripe may subcontract its obligations under this Agreement to third parties.2.5 Services Restrictions.You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:(a) use the Services for personal, family or household purposes;(b) act as service bureau or pass-through agent for the Services with no added value to Customers;(c) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Stripe systems, programs, data, or services;(d) except as Law permits, reverse engineer or attempt to reverse engineer the Services or Stripe Technology;(e) use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;(f) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Stripe users’ use of Stripe services; or(g) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Stripe Website except as permitted by Law.2.6 Beta Services.(a) Classification. Stripe may classify certain Stripe services or Stripe Technology, including a particular release or feature, as Beta. A Stripe service may be generally available in some circumstances (e.g., in some countries or regions) while still classified as Beta in other circumstances.(b) Nature of Beta Services. By their nature, Beta Services may be feature-incomplete or contain bugs. Stripe may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services in a production environment until and unless you understand and accept the limitations and flaws that may be present in the Beta Services.(c) Feedback. Unless Stripe otherwise agrees in writing, your use of Beta Services is confidential, and you must provide timely Feedback on the Beta Services in response to Stripe requests.(d) Availability During Beta Period. Stripe may suspend or terminate your access to any Beta Services at any time.2.7 Support.Stripe will provide you with support to resolve general issues relating to your Stripe Account and your use of the Services through resources and documentation that Stripe makes available on the Stripe Website and in the Documentation. Stripe’s support is also available by contacting Stripe at contact us. Stripe is not responsible for providing support to Customers.2.8 Third-Party Services.Stripe may reference, enable you to access, or promote (including on the Stripe Website) Third-Party Services. These Third-Party Services are provided for your convenience only and Stripe does not approve, endorse, or recommend any Third-Party Services to you. Your access and use of any Third-Party Service is at your own risk and Stripe disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not Services and are not governed by this Agreement or Stripe’s Privacy Policy. Your use of any Third-Party Service, including those linked from the Stripe Website, is subject to that Third-Party Service’s own terms of use and privacy policies (if any).3. Information; Your Business.3.1 User Information.Upon Stripe’s request, you must provide User Information to Stripe in a form satisfactory to Stripe. You must keep the User 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 Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify Stripe, and provide to Stripe updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.3.2 Information Retrieved by Stripe.You authorize Stripe to retrieve information about you and your business from Stripe’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, and you authorize and direct those third parties to compile and provide that information to Stripe. This information may include your, or your Representative’s, name, addresses, credit history, banking relationships, and financial history.4. Services Fees; Taxes.4.1 Services Fees.The Fees are stated on the Stripe Pricing Page, unless you and Stripe otherwise agree in writing. Stripe may revise the Fees at any time. If Stripe revises the Fees for a Service that you are currently using, Stripe will notify you at least 30 days before the revised Fees apply to you.4.2 Collection of Fees and Other Amounts.You must pay, or ensure that Stripe is able to collect, Fees and other amounts you owe under this Agreement when due. Stripe may deduct, recoup or setoff Fees and other amounts you owe under this Agreement, or under any other agreements you have with Stripe or any of its Affiliates, from your Stripe Account balance, or invoice you for those amounts. If you fail to pay invoiced amounts when due, if your Stripe Account balance is negative or does not contain funds sufficient to pay amounts that you owe under this Agreement, or under any other agreement with Stripe or any of its Affiliates, or if Stripe is unable to collect amounts due from your Stripe Account balance, then Stripe may, to the extent Law permits, deduct, recoup or setoff those amounts from: (a) if established and applicable, each Reserve; (b) funds payable by Stripe or its Affiliate to you or your Affiliate; (c) if established, each User Affiliate Reserve; (d) each User Bank Account; and (e) the Stripe account balance of each Stripe account that Stripe determines, acting reasonably, is associated with you or your Affiliate. If the currency of the amount being deducted is different from the currency of the amount you owe, Stripe may deduct, recoup or setoff an amount equal to the amount owed (using Stripe’s conversion rate) together with any fees Stripe incurs in making the conversion.4.3 Debit Authorization.Without limiting Section 4.2, you authorize Stripe to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If Stripe is unable to collect those amounts by debiting a User Bank Account, then you immediately grant to Stripe a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. Stripe may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Stripe Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.4.4 Taxes.Stripe’s fees exclude all Taxes, except as the Stripe Pricing Page states to the contrary. You have sole responsibility and liability for:(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and(b) assessing, collecting, reporting and remitting Taxes for your business. If Stripe is required to withhold any Taxes, Stripe may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Stripe an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Stripe will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Stripe reasonably requests, and must promptly notify Stripe if any information that Stripe prepopulates is inaccurate or incomplete. Stripe may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Stripe to file periodic informational returns with taxing authorities related to your use of the Services. Stripe may send tax-related information electronically to you.5. User Bank Accounts; Funds.5.1 User Bank Accounts; Prohibition on Grant or Assignment.You must designate at least one User Bank Account in connection with the Services. Stripe may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.5.2 Investment of Funds.To the extent Law and the applicable Financial Services Terms permit, Stripe and its Affiliates may invest the funds that they hold into liquid investments. Stripe or its applicable Affiliate owns the earnings from these investments. You irrevocably assign to Stripe or its applicable Affiliate all rights you have (if any) to earnings from these investments.5.3 Regulated Money Transmission; Stripe Status.Certain Services involve regulated money transmission under U.S. Law. To the extent that your use of the Services involves money transmission or other regulated services under U.S. Law, Stripe’s Affiliate, SPC, provides those regulated Services, and the SPC terms located on or accessible from the Stripe Legal Page will apply to you, unless the applicable Services Terms specify otherwise. Stripe is not a bank, and does not accept deposits.5.4 Dormant Accounts.If you leave any funds dormant in a Stripe Account and you do not instruct Stripe on where to send them, Stripe may deem the funds abandoned by you and deliver them to the appropriate Governmental Authority. However, if Law requires, Stripe will attempt to notify you before doing so.6. Termination; Suspension; Survival.6.1 Termination.(a) Your Termination. You may terminate this Agreement at any time by closing your Stripe Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.(b) Stripe Termination. Stripe may terminate this Agreement (or any part) or close your Stripe Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Stripe may terminate this Agreement (or relevant part) for cause if Stripe exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.6.2 Suspension.Stripe may immediately suspend providing any or all Services to you, and your access to the Stripe Technology, if:(a) Stripe believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;(b) a Governmental Authority or a Financial Partner requires or directs Stripe to do so;(c) you do not update in a timely manner your implementation of the Services or Stripe Technology to the latest production version Stripe recommends or requires;(d) you do not respond in a timely manner to Stripe’s request for User Information or do not provide Stripe adequate time to verify and process updated User Information;(e) you breach this Agreement or any other agreement between the parties;(f) you breach any Financial Services Terms;(g) you enter an Insolvency Proceeding;(h) Stripe believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Stripe; or(i) Stripe believes that your use of the Services (i) is or may be harmful to Stripe or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Stripe observes; (iv) degrades, or may degrade, the security, stability or reliability of the Stripe services, Stripe Technology or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.6.3 Survival.The following will survive termination of this Agreement:(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12 and 13 of these General Terms); and(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.7. Use Rights.7.1 Use of Services.Subject to the terms of this Agreement, Stripe grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Stripe Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.7.2 Feedback.During the Term, you and your Affiliates may provide Feedback to Stripe or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Stripe and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Stripe services. All Feedback is Stripe’s confidential information.7.3 Marks Usage.Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Stripe as your service provider. Accordingly, Stripe and its Affiliates may use those Marks:(a) on Stripe webpages and apps that identify Stripe’s customers;(b) in Stripe sales/marketing materials and communications; and(c) in connection with promotional activities to which the parties agree in writing.When using Marks of Stripe or its Affiliate, you must comply with the Stripe Marks Usage Terms and all additional usage terms and guidelines that Stripe provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.7.4 No Joint Development; Reservation of Rights.Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.8. Privacy and Data Use.8.1 Privacy Policies.Each party will make available a Privacy Policy that complies with Law. Stripe’s Privacy Policy explains how and for what purposes Stripe collects, uses, retains, discloses and safeguards the Personal Data you provide to Stripe.8.2 Personal Data.When you provide Personal Data to Stripe, or authorize Stripe to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including your Customers) sufficient to enable Stripe to lawfully collect, use, retain and disclose the Personal Data in the ways this Agreement and Stripe’s Privacy Policy describe. Stripe will not sell or lease Personal Data that Stripe receives from you to any third party.8.3 Protected Data.To the extent Law permits, Stripe will use Protected Data to (a) secure, provide, provide access to, and update the Stripe services; (b) fulfill its obligations under Law, and comply with Financial Partner and Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, financial loss, and other harm. Stripe is not obligated to retain Protected Data after the Term, except as (w) required by Law; (x) required for Stripe to perform any post-termination obligations; (y) this Agreement otherwise states; or (z) the parties otherwise agree in writing. You are responsible for being aware of and complying with Law governing your use, storage and disclosure of Protected Data.8.4 Stripe Data.You may use the Stripe Data only as this Agreement and other agreements between Stripe and you (or their Affiliates) permit.8.5 Data Processing Agreement.The Data Processing Agreement, including the Approved Data Transfer Mechanisms (as defined in the Data Processing Agreement) that apply to your use of the Services and transfer of Personal Data, is incorporated into this Agreement by this reference. Each party will comply with the terms of the Data Processing Agreement.8.6 Use of Fraud Signals.If Stripe provides you with information regarding the possibility or likelihood that a transaction may be fraudulent or that an individual cannot be verified, Stripe may incorporate your subsequent actions and inactions into Stripe’s fraud and verification model, for the purpose of identifying future potential fraud. Please see the Stripe Privacy Center for more information on Stripe’s collection of end-customer data for this purpose and for guidance on how to notify your Customers.9. Data Security.9.1 Controls.Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorized access, accidental loss and unauthorized modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.9.2 PCI-DSS.Stripe will make reasonable efforts to provide the Services in a manner consistent with PCI-DSS requirements that apply to Stripe.9.3 Stripe Account Credentials.You must prevent any Credential Compromise, and otherwise ensure that your Stripe Account is not used or modified by anyone other than you and your representatives. If a Credential Compromise occurs, you must promptly notify and cooperate with Stripe, including by providing information that Stripe requests. Any act or failure to act by Stripe will not diminish your responsibility for Credential Compromises.9.4 Data Breach.You must notify Stripe immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.9.5 Audit Rights.If Stripe believes that a compromise of data has occurred on your systems, website, or app, Stripe may require you to permit a Stripe approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Stripe may share with Financial Services Partners any report the auditor issues.10. Representations and Warranties.10.1 Representations and Warranties.You represent as of the Effective Date, and warrant at all times during the Term, that:(a) you have the right, power, and ability to enter into and perform under this Agreement;(b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a Stripe account and use the Services;(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;(d) your employees, contractors and agents are acting consistently with this Agreement;(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;(f) you are authorized to initiate settlements to and debits from the User Bank Accounts;(g) you comply with Law with respect to your business, your use of the Services and Stripe Technology, and the performance of your obligations in this Agreement;(h) you comply with the Documentation;(i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand;(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;(k) you own each User Bank Account, and each User Bank Account is located in a Stripe-approved country for the location of your Stripe Account, as described in the Documentation; and(l) all information you provide to Stripe, including the User Information, is accurate and complete.10.2 Scope of Application.Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.11. Indemnity.11.1 Stripe IP Infringement.(a) Defense and Indemnification. Stripe will defend you against any IP Claim and indemnify you against all IP Claim Losses.(b) Limitations. Stripe’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Stripe Technology, Services, or Mark of Stripe or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:(i) the use of the Stripe Technology or Services in combination with software, hardware, data, or processes not provided by Stripe;(ii) failure to implement, maintain and use the Stripe Technology or Services in accordance with the Documentation and this Agreement;(iii) your breach of this Agreement; or(iv) your negligence, fraud or willful misconduct.(c) Process. You must promptly notify Stripe of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Stripe of its obligations under this Section 11, except to the extent Stripe has been prejudiced by the delay or failure. You must give Stripe sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Stripe will not enter into any settlement that imposes any obligation on you (other than payment of money, which Stripe will pay) without your consent. You must reasonably assist Stripe in defending the IP Claim.(d) Other Stripe Actions. Stripe may in its discretion and at no additional expense to you:(i) modify the Stripe Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;(ii) replace the affected Stripe Technology or Services with a non-infringing alternative;(iii) obtain a license for you to continue to use the affected Stripe Technology, Services, or Mark; or(iv) terminate your use of the affected Stripe Technology, Services, or Mark upon 30 days’ notice.(e) Exclusive Remedy. This Section 11.1 states Stripe’s sole liability, and your sole and exclusive right and remedy, for infringement by the Stripe Technology, Services, or Marks of Stripe or its Affiliate, including any IP Claim.11.2 User Indemnification.(a) Defense. You will defend the Stripe Parties against any Claim made against any of the Stripe Parties to the extent arising out of or relating to:(i) your breach of any of your representations, warranties or obligations under this Agreement;(ii) your use of the Services, including use of Personal Data;(iii) an allegation that any of the Marks you license to Stripe, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or(iv) a User Party’s negligence, willful misconduct or fraud.(b) Indemnification. You will indemnify the Stripe Parties against all Stripe Losses arising out of or relating to Claims described in this Section 11.2.12. Disclaimer and Limitations on Liability.The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.12.1 Disclaimer.Stripe provides the Services and Stripe Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Stripe does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Stripe Technology, Stripe Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Stripe Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Stripe Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Stripe Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Stripe Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.12.2 LIMITATIONS ON LIABILITY.(a) Indirect Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.(b) General Damages. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Stripe (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.13. Dispute Resolution; Agreement to Arbitrate.13.1 Binding Arbitration.(a) All disputes, claims and controversies, whether based on past, present or future events, 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 IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.13.2 Arbitration Procedure.(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.(b) Subject to Section 13.2(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.(c) Subject to the disclaimers and limitations of liability stated 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 a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator 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 legal fees awards will be offset.13.3 Confidentiality.The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Stripe may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator 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, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.13.4 Conflict of Rules.In the case of a conflict between the provisions of this Section 13 and the AAA Rules, the provisions of this Section 13 will prevail.13.5 Class Waiver.To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.13.6 No Jury Trial.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.14. Modifications to this Agreement.Stripe may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Stripe Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Stripe notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Stripe Legal Page regularly for modifications to this Agreement. Stripe last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.15. General Provisions.15.1 Electronic Communications.By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.15.2 Notices and Communications.(a) Notices to Stripe. Unless this Agreement states otherwise, for notices to Stripe, you must contact us. A notice you send to Stripe is deemed to be received when Stripe receives it.(b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Stripe may send you Communications by physical mail or delivery service to the postal address listed in the applicable Stripe Account. A Communication Stripe sends to you is deemed received by you on the earliest of (i) when posted to the Stripe Website or Stripe Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.15.3 Legal Process.Stripe may respond to and comply with any Legal Process that Stripe believes to be valid. Stripe may deliver or hold any funds or, subject to the terms of Stripe’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Stripe will notify you of the Legal Process by sending a copy to the email address in the applicable Stripe Account. Stripe is not responsible for any losses, whether direct or indirect, that you may incur as a result of Stripe’s response or compliance with a Legal Process in accordance with this Section 15.3.15.4 Collection Costs.You are liable for all costs Stripe incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.15.5 Interpretation.(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.(c) 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.(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.(e) The section headings of this Agreement are for convenience only, and have no interpretive value.(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.15.6 Waivers.To be effective, a waiver must be in a writing signed by the waiving party. 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.15.7 Force Majeure.Stripe and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in Stripe or its Affiliates’ performance or non-performance, to the extent caused by a Force Majeure Event.15.8 Assignment.You may not assign or transfer any obligation or benefit under this Agreement without Stripe’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Stripe may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.15.9 Export Control.You must not use or otherwise export, re-export or transfer the Stripe Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Stripe Technology was distributed and obtained, including by providing access to Stripe Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Stripe Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Stripe Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.15.10 No Agency.Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Stripe and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Stripe or its Affiliate as agent, the agency conferred, including your rights as principal and Stripe’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Stripe or its Affiliate, and will in no event establish an agency relationship for tax purposes.15.11 Severability.If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.15.12 Cumulative Rights; Injunctions.The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.15.13 Entire Agreement.This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.Definitions“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.1(b) of the General Terms.“ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage.“Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Stripe Legal Page.“Activity” means any action taken on or related to a Connected Account that a Stripe Connect Platform or a Connected Account initiates, submits or performs, either through the Stripe Technology or through the Stripe Connect Services, including communication regarding the Services as related to that Connected Account.“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.“Asset Account” means the account in which funds are maintained to support the extension of credit in connection with the Stripe Issuing Programs, which is, depending on which Stripe Issuing Program you participate in, your Issuing top-up balance, your Acquiring Receivables balance (as defined in the applicable Issuing Bank Terms), or your Financial Account.“Authorized Purpose” means the purpose approved by Stripe under Section 2.1 of the Stripe Financial Connections Terms for which you may collect, use, disclose and process Connections Data.“Authorized User” means an individual that a Stripe Treasury Accountholder authorizes to use the Stripe Treasury Services.“Available Treasury Balance” means the amount of funds that is available to be transferred or paid out of a Financial Account.“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.“Beta Service” means any Beta portion of the Services or Stripe Technology.“Card” means a Card Network-branded payment card (which may be a physical card or tokenized, encrypted, or digitized form of a physical card) an Issuing Bank issues to a Stripe Issuing Accountholder for the Stripe Issuing Accountholder’s business purposes in connection with the Stripe Issuing Programs.“Card Account Data” means (a) Stripe Data generated by your use of the Stripe Issuing Services; and (b) Personal Data that you (or, if applicable, your Stripe Connect Platform) provide to the applicable Issuing Bank through Stripe for the Stripe Issuing Services, or that you authorize Stripe and any Issuing Bank to collect in relation to the Stripe Issuing Services.“Card Authorized User” means an individual a Stripe Issuing Accountholder authorizes to use a Card to make Card Transactions on the Stripe Issuing Accountholder’s behalf (e.g., the Stripe Issuing Accountholder’s employee or representative).“Card Authorized User Terms” means the terms governing a Card Authorized User’s use of a Card.“Card Dispute” means a dispute in relation to a Card Transaction between you and the merchant or seller of a good or service.“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.“Card Network Rules” means the Payment Method Rules published by a Card Network.“Card Transaction” means a transaction you or your Card Authorized User initiates to make a payment with a Card or to obtain cash at an automatic teller machine (ATM).“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.“Climate Project” means a climate project that Stripe funds."Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.“Connected Account” means (a) a Platform User that has a Stripe account onboarded to a Stripe Connect Platform via the Stripe Connect services; or (b) if the Platform User does not have a Stripe account, then a Platform User to which you have, as a Stripe Connect Platform, sent funds using the Stripe Connect Services.“Connected Account Agreement” means the agreement with Stripe that applies to Connected Accounts (except Payout Recipients), which is accessible on the Stripe Legal Page for the Connected Account's jurisdiction.“Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and Stripe Data.“Connections Data” means data associated with a Connections End User’s financial account that Stripe provides to you through the Stripe Financial Connections Services, which may include account and routing numbers, account ownership information, account balance, and account transactions, from Data Sources.“Connections End User” means an End User whose Connections Data you request to access, collect, use, and process in connection with the Stripe Financial Connections Services.“Content” means all text, images, and other content that Stripe does not provide to you and that you upload, publish or use in connection with the Services.“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.“Credential Compromise” means an unauthorized access, disclosure or use of your Stripe Account credentials.“Custodial Account” means a custodial account that SPC maintains, in its name, at the Treasury Bank, for the benefit of all accountholders using the Stripe Treasury Services.“Custom Account” means a Connected Account enrolled as a Custom account, as described in the Documentation.“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).“Cut-Off Time” means the time on a business day by which SPC must receive an instruction or Financial Account Transaction request from a Stripe Treasury Accountholder in order to process that instruction or request on the same day.“Data Source” means an entity that provides financial account information to Stripe.“Data Processing Agreement” means data processing agreement located at www.stripe.com/[countrycode]/legal/dpa, where “[countrycode]” means the two-letter abbreviation for the country where your Stripe Account is located.“Data Warehouse” means a data storage solution listed on the Stripe Website that you select.“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).“Documentation” means the sample code, instructions, requirements and other documentation (a) available on the Stripe Website, the first page of which is located at www.stripe.com/docs; and (b) included in the Stripe SDKs.“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).“End User” has the meaning given in Stripe’s Privacy Policy.“End User Rights” means the data privacy rights afforded to End Users under Law, including the CCPA and GDPR.“End User Service” has the meaning given in the Stripe End User Terms.“Entry” has the meaning given to it in the Nacha Operating Rules.“ERISA” means the Employee Retirement Income Security Act of 1974, 29 U.S.C. Chapt. 18.“Express Account” means a Connected Account enrolled as an Express account, as described in the Documentation.“Express Consent” means a Connections End User’s express, informed opt-in consent to your collection, use, disclosure, and processing of that Connections End User’s Connections Data for the Authorized Purpose.“Express Consent UI” means the user interface, including the text and consent mechanism included on that user interface, through which you obtain Express Consents.“FCRA” means Fair Credit Reporting Act, 15 U.S.C. Section 1681, et seq. and Equal Credit Opportunity Act, 15 U.S.C. Section 1681, et seq.“FDIC” means Federal Deposit Insurance Corporation.“FDIC Insurance” means deposit insurance that covers certain types of accounts at FDIC-insured banks.“Feedback” means ideas, suggestions, comments, observations and other input you provide to Stripe regarding Stripe services and the Stripe Technology.“Fees” means the fees applicable to the Services.“Financial Account” means the virtual prepaid access account that SPC or its Affiliates creates for a Stripe Treasury Accountholder as part of the Stripe Treasury Services.“Financial Account Transaction” means an Entry or other transaction in a Financial Account that adds to or subtracts from the Available Treasury Balance.“Financial Institution” has the meaning given in the GLBA.“Financial Partner” means a third party or an Affiliate of Stripe that provides financial services and with which Stripe or its Affiliate interacts to provide the Services.“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) the PCI Standards.“Force Majeure Event” means an event beyond the control of Stripe or its Affiliates, including a strike or other labor dispute; labor shortage, stoppage or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state or national health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.“GLBA” means Gramm-Leach Bliley Act, 15 U.S.C. Sections 6802-6809.“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Stripe or you, as applicable.“High-Risk Jurisdiction” means any jurisdiction or administrative region that Stripe has deemed to be of particularly high risk, as identified on the Stripe Restricted Business List.“High-Risk Person” means any individual or entity that Stripe has deemed to be of particularly high risk, as identified on the Stripe Restricted Business List.“Hold” means a restriction on the availability of funds in a Financial Account that Stripe or its Affiliate places as a result of delayed funds availability, Legal Process or other reason.“ID Image” means an image of an individual submitted through the Stripe Identity Services, including an image captured from an individual’s identification document.“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):(a) as defined by Law, you are unable (or deemed to be unable) to pay your debts;(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganization);(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;(f) a moratorium is agreed or declared with respect to all or part of your debts;(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;(i) a liquidator, receiver, administrative receiver, administrator, manager or other similar officer is appointed in respect of the whole or any part of your assets;(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or(l) where any User Group Entity or shareholder of a User Group Entity is subject to any of the events listed in this definition.“IP Claim” means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Stripe.“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.“IRS” means Internal Revenue Service.“IRS Code” means Internal Revenue Code, 26 U.S.C. Title 26.“Issuing Bank” means the Financial Partner, identified in the Issuing Bank Terms for the applicable Stripe Issuing Program, that issues a Card.“Issuing Bank Terms” means the applicable Issuing Bank’s Financial Services Terms that govern your participation in the applicable Stripe Issuing Program.“Issuing Complaint” means any expression of dissatisfaction with a product, service, policy, or employee related to a Stripe Issuing Program.“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.“Mark” means a trademark, service mark, design mark, logo or stylized script.“Multi-Currency Processing” means the ability to have funds settled to a User Bank Account in a currency different from the one in which you accepted payment from a Customer.“Nacha” means the National Automated Clearinghouse Association.“Nacha Operating Rules” means the rules Nacha publishes that govern automated clearing house transactions on the ACH Network, located at www.nachaoperatingrulesonline.org.“Originator” has the meaning given to it in the Nacha Operating Rules.“Payment Account Details” means the Payment Method account details for a Customer that the PCI Standards require to be protected, which may include the Customer’s name, and with respect to credit and debit cards, the Customer’s account number, card expiration date, and card verification value or similar security code.“Payment Method” means a payment method that Stripe accepts as part of the Stripe Payments Services (e.g., a Visa credit card, Klarna).“Payment Method Acquirer” means an entity that a Payment Method Provider has authorized to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorization and clearing; and (b) receive and remit settlement funds for authorized and cleared Transactions.“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB).“Payment Method Rules” means the guidelines, bylaws, rules and regulations a Payment Method Provider imposes that describe how a Payment Method may be accepted and used.“Payment Method Terms” means terms that apply to your acceptance and use of a Payment Method, located on or accessible from the Stripe Website, including on the Stripe Legal Page, and which as of the Effective Date are described on that page as “Payment Method Terms.”“Payout Delay” means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Stripe; (c) your equipment, software, or other technology; or (d) a Force Majeure Event.“Payout Recipient” means a third-party recipient to which Stripe enables you to make payouts via the Stripe Connect Services.“Payout Schedule” means the schedule available in the Stripe Dashboard that shows the number of business days following the Transaction date that it takes for Stripe to initiate transfer of Transaction settlement funds to a User Bank Account.“PCI-DSS” means the Payment Card Industry Data Security Standards.“PCI Standards” means PCI-DSS and Payment Application Data Security Standard (PA-DSS), including successor standards (if any).“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined under EU Regulation (EU) 2016/679 (General Data Protection Regulation) and “personal information” as defined under the CCPA.“Platform Provider Agreement” means, collectively, the agreements that a Stripe Connect Platform has with its Connected Accounts.“Platform Services” means the products and services that Platform Users receive from a Stripe Connect Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).“Platform User” means, where you are acting as a Stripe Connect Platform, a user of your platform.“Pooled Account” means a pooled account to which Transaction settlement funds are credited.“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.“Protected Data” means (a) all User Information that you provide to Stripe; and (b) any Personal Data that Stripe uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.“Radar Score” means a numerical risk score or level associated with a Transaction or other related activity that the Stripe Radar Services provides.“Refund” means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.“Representative” means an individual submitting your application for a Stripe Account.“Reserve” means funds described as such by Stripe, which Stripe holds as security against liabilities you incur under this Agreement.“Restricted Business” means any category of business or business practice for which a Service cannot be used, as identified on the Stripe Restricted Business List (located on the Stripe Website) for the applicable Service and jurisdiction of your Stripe Account.“Reversal” means the reversal of the settlement of funds for a Transaction.“Selfie Verification” means the verification of an ID Image using biometric identifiers and facial recognition technology.“Service” means a service Stripe (or its Affiliate, as applicable) makes available to you under this Agreement.“Services Terms” means terms in this Agreement that apply to particular Stripe services (e.g., Stripe Payments Terms).“SDP Data” means data you transfer from your Stripe Account to a Data Warehouse.“SPC” means Stripe Payments Company, which is a Stripe Affiliate.“Standard Account” means a Connected Account enrolled as a Standard account, as described in the Documentation.“Stripe Account” means your Stripe account.“Stripe API” means all instances of the Stripe application programming interfaces, including all endpoints that enable Stripe users to use Stripe services.“Stripe Climate” means a suite of features Stripe provides that are designed to enable you to create and run your own corporate climate program.“Stripe Climate Funds” means the amount you choose to voluntarily allocate to Climate Projects through Stripe Climate, as a percentage of your revenue or a flat monthly amount, or another method of calculation Stripe accepts.“Stripe Connect Platform” means a platform provider that uses the Stripe Connect Services.“Stripe Connect Services” means (a) if you are a Stripe Connect Platform, the Services that enable you to create and manage Stripe accounts connected to your platform, as described in the Documentation; or (b) if you are a Connected Account, the Services described in the Connected Account Agreement.“Stripe Dashboard” means the interactive user interface through which a Stripe user may view information about and manage a Stripe account.“Stripe Data” means data that you obtain via the Services, including (a) information relating to Stripe API interactions via the Stripe Technology; (b) information Stripe uses for security or fraud prevention; and (c) all aggregated information Stripe generates from the Services.“Stripe Data Pipeline Services” means the Services that enable you to send data from your Stripe Account to your Data Warehouse account, as described on the Stripe Website.“Stripe End User Terms” means the terms that apply to an End User’s use of Stripe’s End User Services located at www.stripe.com/legal/end-users.“Stripe Financial Connections Services” means the Services that enable you to verify End User financial accounts and the option to receive Connections Data.“Stripe Identity Services” means the Services that enable Stripe to collect and verify, and Stripe and you to store, information regarding individuals for the purpose of verifying the identity of those individuals.“Stripe Identity Services Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email and the Stripe Dashboard), relating to the Stripe Identity Services.“Stripe Issuing Account” means the account an Issuing Bank maintains for a Stripe Issuing Accountholder, and each subaccount to that account.“Stripe Issuing Accountholder” means a business or organization that has successfully completed the onboarding requirements described in the Stripe Issuing Accountholder Terms and been approved for a Stripe Issuing Account.“Stripe Issuing Administrator” means the individual that a Stripe Issuing Accountholder appoints to manage its participation in the Stripe Issuing Programs.“Stripe Issuing Platform Services” means the Services that allow you to co-market the Stripe Issuing Services to your Platform Users and provide access to the Stripe Issuing Services to Accountholders.“Stripe Issuing Program” means Card issuing services that the applicable Issuing Bank provides under the applicable Issuing Bank Terms, together with the Stripe Issuing Services.“Stripe Issuing Program Guidelines” means all product design, marketing, compliance, reporting, and other guidelines and requirements Stripe and the applicable Issuing Banks establish related to the Stripe Issuing Services, as updated from time to time.“Stripe Issuing Program Territory” means the Territory, as that term is defined in the applicable Issuing Bank Terms.“Stripe Issuing Services” means Services that Stripe and its Affiliates make available to Stripe Issuing Accountholders, on behalf of Issuing Banks, and related Stripe services, including (a) integration with Issuing Banks; (b) providing Stripe Issuing Accountholders with access to Cards; (c) enabling Stripe Issuing Accountholders to manage Card spend, and (d) other services described in the Stripe Issuing Accountholder Terms.“Stripe Legal Page” means www.stripe.com/[countrycode]/legal, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located.“Stripe Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Stripe Parties.“Stripe Parties” means Stripe, Stripe’s Affiliates, and the directors, employees and agents of each.“Stripe Payments Services” means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes.“Stripe Pricing Page” means www.stripe.com/[countrycode]/pricing, where “[countrycode]” means the two-letter abbreviation for the country where a Stripe Account is located.“Stripe Radar Data” means the Radar Scores and other data you receive through the Stripe Radar Services.“Stripe Radar Services” means the Services that are designed to enable you to detect and evaluate the risk that a Transaction or other related activity is fraudulent.“Stripe SDK” means a software development kit listed on www.github.com/stripe.“Stripe Tax Data” means data and reporting you receive through the Stripe Tax Services.“Stripe Tax Services” means the Services that are designed to enable you to determine and calculate the amount, if any, of certain Taxes due in connection with your sale of goods or provision of services to Customers.“Stripe Technology” means all hardware, software (including software in the Stripe SDKs), application programming interfaces (including the Stripe API), user interfaces (including the Stripe Dashboard), and other technology that Stripe uses to provide and make available the Stripe services.“Stripe Terminal Documentation” means the Documentation, along with other documentation that Stripe makes available to you (including via email), relating to the Stripe Terminal Services, Stripe Terminal Software or Stripe Terminal Products.“Stripe Terminal Product” means a device, instrument, piece of equipment or other hardware that (a) Stripe, its Affiliate, or a third-party distributor or reseller authorized by Stripe or its Affiliate supplies to you, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product; or (b) Stripe approves for use to access the Stripe Terminal Services or the Stripe Technology, or to operate the Stripe Terminal Software.“Stripe Terminal Services” means the Stripe Payments Services for Transactions processed using a Stripe Terminal Product, together with related services and features as described in the Stripe Terminal Documentation and on the Stripe Website.“Stripe Terminal Software” means the Terminal Device Software and Terminal SDK.“Stripe Treasury Accountholder” means a Connected Account, or Stripe Connect Platform using the Stripe Treasury Services for your own business purpose, who has successfully completed the onboarding requirements described in the Stripe Treasury Platform Terms.“Stripe Treasury Account Information” means Personal Data or business information that a Stripe Connect Platform provides on behalf of its Connected Accounts to enable Stripe and its Affiliates to (a) determine the Connected Accounts’ eligibility to access the Stripe Treasury Services; (b) make the Stripe Treasury Services available to Stripe Treasury Accountholders; and (c) fulfill their responsibilities to applicable Treasury Banks and Treasury Transfer Networks.“Stripe Treasury Dashboard” means a user interface a Stripe Connect Platform provides that enables a Stripe Treasury Accountholder to manage its Financial Account.“Stripe Treasury Product Guidelines” means all product design, marketing, compliance, reporting and other guidelines and requirements established by Stripe, its Affiliates or the applicable Treasury Banks from time to time in connection with the Stripe Treasury Services.“Stripe Treasury Services” means the Services that enable a Stripe Treasury Accountholder to create and maintain a Financial Account where the Stripe Treasury Accountholder can (a) store, spend, and manage funds; and (b) make electronic payments and funds transfers to and from that account.“Stripe Treasury Territory” means the United States and its territories and protectorates (excluding the Northern Mariana Islands until the Stripe Treasury Services are available in that jurisdiction).“Stripe Website” means www.stripe.com.“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.“Tax Information Report” means a required tax information return or report, including IRS Form 1099, IRS Form 1042-S, or any other similar form.“Terminal Device EULA” means the Terminal Device Software License Agreement for end users, the terms of which are incorporated into this Agreement by this reference.“Terminal Device Software” has the meaning given to it in the Terminal Device EULA.“Terminal Purchase Terms” means the agreement under which Stripe or its Affiliate supplies the Stripe Terminal Products that you are using.“Terminal SDK” means the software code that is Stripe Technology and is distributed under the MIT license, test environment, and associated documentation, as described in the Stripe Terminal Documentation and which Stripe makes available at https://github.com/stripe, including iOS, Android and JavaScript versions, and including all Updates.“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.“Transaction” means a Payment Method transaction request initiated via the Stripe Technology through which Stripe is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.“Treasury Bank” means a bank insured by the Federal Deposit Insurance Corporation through which Stripe or its Affiliate holds Stripe Treasury Accountholder funds.“Treasury Regulatory Requirements” means Law, the rules of the Treasury Transfer Networks and the PCI Standards.“Treasury Transfer Networks” means the electronic funds transfer networks the Stripe Treasury Services uses, including the ACH Network, credit card networks, and debit card networks.“Update” means a modification, feature enhancement or update to the Services or Stripe Technology that requires you to take some action, which may include changing your implementation of the Services or Stripe Technology.“User Affiliate Reserve” means funds described as a reserve by Stripe, which Stripe or its Affiliate holds as security against liabilities that any User Group Entity incurs under its agreement with Stripe or an Affiliate of Stripe.“User Bank Account” means a bank or other financial institution account you identify to Stripe.“User Compliance Information” means information about you that Stripe requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Stripe Account.“User Financial Information” means (a) information about you that Stripe requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable Stripe to calculate your risk of loss; and (c) all other information Stripe requests to assess your risk and ability to perform your obligations under this Agreement.“User Group” means (a) you; (b) any entity or individual that Stripe reasonably determines is associated with you; and (c) each of your and their Affiliates; that has entered into an agreement with Stripe (or an Affiliate of Stripe) under which Stripe or its Affiliate provides services.“User Group Entity” means an individual or entity that is part of the User Group (including you).“User Information” means User Compliance Information and User Financial Information.“User Materials” means any materials that you or a Stripe Issuing Accountholder wish to place on Cards or other materials related to the Stripe Issuing Programs, including any Mark or material protected by any IP Rights.“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.“Verifiable Individual” means an individual whose Verification Data is submitted through the Stripe Identity Services.“Verification Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the Stripe Identity Services.
Apple Payment Platform Program Manager Customer Terms and ConditionsThe following Program Manager Customer Terms and Conditions (the “Terms and Conditions”) set forth the terms and conditions governing Program Manager Customer’s right to participate in the Apple Payment Platform through Program Manager and Issuer in the Territory. These Terms and Conditions may be modified by Apple Inc. (“Apple”) from time to time by providing written notice of such modifications to Program Manager (either directly or through Issuer).1. Definitions.a. “Account” means an account in the Territory offered in connection with a Card Program, under which a purchase may be or has been made by a Cardholder (or any Person authorized by such Cardholder) pursuant to a Cardholder Agreement.b. “Affiliate” means any Person that controls, is controlled by, or is under common control with a party. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies on a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, but not by way of limitation, the direct and indirect ownership of more than 50% of (a) the voting securities or (b) an interest in the assets, profits, or earnings of a Person shall be deemed to constitute “control” of the Person.c. “Apple Confidential Information” means (i) product plans and roadmaps of Apple and its Affiliates; (ii) these Terms and Conditions; (iii) any and all information related to customers or potential customers of Apple or its Affiliates that is obtained, generated or created by or on behalf of Apple or its Affiliates, including any and all information related to the Apple Payment Platform and the Program; and (iv) any other information that could reasonably be determined to be confidential, whether or not identified in writing as confidential.d. “Apple Pay Issuer Agreement” has the meaning set forth in Section 18(a).e. “Apple Payment Platform” means the payment platform that utilizes Apple Technology to enable users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment cards, credentials or account access devices and access other related services using Apple products designated by Apple or its Affiliates (or any successor or substitute thereof).f. “Apple Provisioning Data” means any data supplied by Apple to Program Manager Customer (either directly or through Program Manager, Issuer, or a Payment Network) for the purpose of facilitating Program Manager Customer’s provisioning path decision process.g. “Apple Technology” means Technology (and all Intellectual Property therein or thereto) that Apple or any Apple Affiliate owned, conceived, reduced to practice, authored, or otherwise created or developed separately and independently of Program Manager Customer and its Affiliates.h. “Applicable Law” means all laws (including common law), codes, statutes, rules, regulations, published standards, permits, judgments, writs, injunctions or rulings, published regulatory bulletins or orders or decrees of any Governmental Authority that apply to Program Manager Customer and/or Apple (as appropriate) in the Territory.i. “Card” means any digital or virtual card, account access device, or payment device accessing an Account issued by Issuer, branded under Program Manager Customers or Corporate Client’s name or logo, and offered on a Payment Network.j. “Card-Issuing Bank” has the meaning set forth in Section 18(a).k. “Card Program” means those credit, debit and prepaid card programs offered in the Territory for which Program Manager Customer provides program management services.l. “Cardholder” means an individual or entity that has been issued a Card by the Issuer.m. “Cardholder Agreement” means the agreement between Issuer and a Cardholder governing the use of a credit, debit, or prepaid Card in connection with a Card Program, together with any amendments, modifications or supplements that may be made to such Cardholder Agreement (and any replacement of such agreement).n. “Cardholder PII” means Program Manager Customer Data that consists of personally identifiable information of Cardholders.o. “Claim” means any claim (including counterclaim or cross-claim) or other assertion brought or threatened to be brought in a legal proceeding by a third party, or any investigation or any examination by a Governmental Authority, of the transactions or business relationships that are the basis of this Agreement, where such Claims are not in the ordinary course of business.p. “Corporate Client” means an entity that has entered into an agreement with Program Manager Customer for card program services, in which such entity will be the Cardholder for Cards in connection with Program Manager Customer’s card program servicesq. “Eligible Card” means all Cards offered by Issuer in connection with a Card Program.r. “Enabled Device” means any Apple product that has been enabled to store and/or transmit the Card credentials of a Cardholder.s. “Governmental Authority” means any domestic or foreign, federal, state, provincial, municipal or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality having jurisdiction over Accounts, Cards, any of the services to be provided hereunder, the Parties, or any of their respective Affiliates.t. “Indemnified Losses” means any and all liabilities, costs, and expenses (including reasonable fees and expenses for attorneys, experts and consultants, reasonable out-of-pocket costs, interest and penalties), settlements, equitable relief, judgments, offsets, or damages (including liquidated, special, consequential, punitive and exemplary damages) based on or resulting from any Claim.u. “Issuer” means Celtic Bank.v. “Pass Through Provisions” means the Corporate Client terms set forth in Exhibit C attached hereto.w. “Payment Network” means any one or more of Visa, MasterCard, Discover, American Express, or any other similar network permitting businesses and/or consumers to engage in financial transactions using a credit, debit or prepaid Card.x. “Program” means the availability of the Apple Payment Platform in the Territory for use by Program Manager Customer, Issuer, Program Manager and Cardholders with Eligible Cards, for the purposes of enabling Cardholders to (i) provision their Eligible Cards to their Enabled Devices and (ii) use their Provisioned Cards on such devices (in lieu of physical cards) to make payments in connection with a Card Program.y. “Program Manager” means Stripe, Inc.z. “Program Manager Customer Data” means all information related specifically to an Account, Card and/or Cardholder that is obtained, generated or created by or on behalf of Program Manager Customer in connection with Account establishment, processing and maintenance activities, issuing statements to Cardholders regarding their Accounts, customer service and collections, and transaction data (transaction date, currency code, merchant name, amount, industry category, and industry code).aa. “Program Manager Customer Technology” means Technology (and all Intellectual Property therein or thereto) that Program Manager Customer or any Program Manager Customer’s Affiliate owned, conceived, reduced to practice, authored, or otherwise created or developed separately and independently of Apple and its Affiliates.bb. “Provisioned Account” means an Account that is associated with a Provisioned Card.cc. “Provisioned Card” means an Eligible Card that has been provisioned to an Enabled Device so that the Enabled Device may be used to make payments using such Provisioned Card.dd. “Service Provider” means any subcontractor, independent contractor or third party service provider engaged to provide a service of behalf of a Party.ee. “Specifications” means the Apple Pay Platform implementation and operation guidelines provided or updated from time to time by Apple.ff. “Successor Bank” has the meaning set forth in Section 18(c).gg. “Territory” means the United States.hh. “User” means a Cardholder who has a Provisioned Account.2. Program Manager Responsibilities.a. Program Manager shall be responsible for the management or oversight of Cardholders, including (a) the decision to approve or deny provisioning of the Issuer’s DPAN or other payment credential to an Enabled Device, (b) the on-going management and operation of the Account, including any Provisioned Account, including whether any Account, including any Provisioned Account, should be suspended or deactivated at any time, and (c) providing program management services contemplated under this Agreement to Cardholders in connection with Provisioned Cards, except as otherwise provided herein; provided that in all cases, subject to Section 5, such activities shall be in accordance with the Specifications and Apple’s minimum requirements for ID&V, as provided to Program Manager from time to time. Notwithstanding the foregoing, Apple may provide Users with the ability to suspend or delete a Provisioned Card on an Enabled Device (e.g., upon loss of the Enabled Device) or reactivate a Provisioned Card that the User has suspended on an Enabled Device, subject to Apple’s standard verification methods. In connection with Apple’s exercise of any rights to suspend or terminate Program Manager’s participation in the Program under these Terms and Conditions, Apple shall be entitled to request that Issuer or Payment Network of Issuer suspend either provisioning for additional cards, transaction processing for Eligible Cards, or other services Issuer or any Payment Network may perform for the Apple Payment Platform. Program Manager acknowledges that Apple’s agreements with Issuer and Payment Networks obligate such parties to comply with such requests from Apple.b. For each Card Program with a Program Manager Corporate Client, Program Manager Customer shall include Pass Through Provisions in accordance with Exhibit C.3. Fees.Program Manager Customer shall not charge Cardholders participating in the Program any additional fees for their access to, or participation in, the Program, including, but not limited to, any fees related to the provisioning of an Eligible Card or making payments or obtaining refunds using Provisioned Cards; provided, however, that Program Manager Customer may charge Corporate Client such fees. Such Corporate Client shall be prohibited from passing fees attributable to Apple Pay on to individual Cardholders or individuals authorized to use any Cards issued to Corporate Client.4. Provisioning of Eligible Cards.Program Manager Customer will implement clear and Cardholder-friendly provisioning methods for Cardholders with Eligible Cards in accordance with the instructions provided by Apple, Program Manager, Issuer and/or the applicable Payment Network. Program Manager Customer will ensure that the terms of its Cardholder Agreements are consistent with the requirements set forth in these Terms and Conditions.5. Compliance with Platform Functionality.Apple will determine and communicate the required Program-related features and functionality to Program Manager Customer (either directly or through Program Manager or Issuer). Program Manager Customer will support the Program-related features and functionality as required by Apple and/or Issuer and further set forth in the Specifications, and ensure that the systems and processes it uses to fulfill its obligations under these Terms and Conditions comply with the Specifications.6. Non-Discrimination.Program Manager Customer’s policies and practices will be established in good faith so as not to discriminate against the Program, Apple Pay Transactions and/or the Apple Payment Platform in policy or practice relative to other Transactions and/or platforms of similar risk to Program Manager Customer, including with respect to decline rates, Cardholder experience or merchant experience.7. Marketing and Branding.a. Program Manager Customer will provide Apple with Program Manager Customer’s trademark(s), logo(s), and other card art reasonably requested by Apple and/or Issuer that is displayed on the Eligible Cards (“Program Manager Customer Marks”). Program Manager Customer shall be responsible for procuring all rights necessary for the presentation of the Program Manager Customer Marks in connection with the Program. Program Manager Customer grants Apple and its Affiliates (and their agents and contractors acting on their behalf), during the Term, a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display the Program Manager Customer Marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display Program Manager Customer Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shots and images of the Program Manager Customer Marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publically disclosed list of program managers participating in the Program. Any such use of Program Manager Customer Marks as set forth in items (i) – (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any Program Manager Customer Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).b. Program Manager Customer will provide Apple with Corporate Client’s trademark(s), logo(s), and other card art reasonably requested by Apple and/or Issuer that is displayed on the Eligible Cards (“Corporate Client Marks”). Program Manager Customer shall be responsible for procuring all rights necessary for the presentation of the Corporate Client Marks in connection with the Program. Program Manager Customer grants Apple and its Affiliates (and their agents and contractors acting on their behalf), during the Term, a non-exclusive, non-transferable, worldwide, royalty-free, sub-license to use, reproduce, and display the Corporate Client Marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display Corporate Client Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shots and images of the Corporate Client Marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publically disclosed list of Corporate Clients participating in the Program. Any such use of Corporate Client Marks as set forth in items (i) – (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any Corporate Client Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).c. These Terms and Conditions are non-exclusive and grant Program Manager Customer only those rights specifically stated in these Terms and Conditions during the Term. All other rights in and regarding the Apple Marks, whether express or implied, are expressly reserved to Apple. Program Manager Customer acknowledges and agrees that as between the parties, Apple retains ownership of all rights, including Intellectual Property rights, in and to Apple Marks. Program Manager Customer may use Apple Marks set forth in Exhibit A solely for purposes of announcing and promoting Program Manager Customer’s participation in the Program, subject in all cases to Apple’s prior review and written consent. All such use by Program Manager Customer will be in accordance with the Apple Brand Guidelines. Program Manager Customer is not authorized to use Apple Marks on any paid advertising, and should Program Manager Customer wish to use the Apple Marks in any paid advertising, Program Manager Customer must first obtain Apple’s written consent for such advertising.d. In connection with the launch of Program Manager Customer’s participation in the Program, Apple may issue a press release announcing Program Manager Customer’s participation in the Program. Except as otherwise set forth in the preceding sentence, neither party may issue a press release regarding Program Manager Customer’s participation in the Program without the other party’s prior written consent.8. Customer Service.Program Manager Customer, shall provide customer service to Cardholders who have Eligible Cards with respect to the provisioning of Eligible Cards, the use of Provisioned Cards and activities of Program Manager Customer in connection with such Eligible Cards (“Card-Related Inquiries”). Program Manager Customer shall provide customer service for Card-Related Inquiries on parity with the level of customer service it provides for other similar mobile payment platforms. Program Manager shall maintain an adequately trained staff to service Card-Related Inquiries.9. Platform Change, Suspension, Discontinuation.Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, Cardholder interface, or any other aspect of the Apple Payment Platform (whether software, hardware, or any part of the Apple Pay Platform service) at any time, including suspension of provisioning and transaction usage. Apple shall inform Program Manager Customer as soon as commercially practicable of its intent to suspend or discontinue transaction usage and communicate in good faith to Program Manager Customer about the potential duration of such suspension or discontinuance and the contemplated date (if any) of those aspects of the Apple Payment Platform resuming prior to taking any such action.10. Confidentiality; Data Protection.a. Program Manager Customer shall authorize Program Manager, Issuer and their Payment Networks to provide Program Manager Customer Data to Apple in accordance with the applicable specifications to be provided to Program Manager Customer by Apple, Program Manager, Issuer or the applicable Payment Network.b. In the case of any use or disclosure of Cardholder PII to Apple or any of its Affiliates, Apple (1) must de-identify (as to an individual or Enabled Device) such Cardholder PII, (2) may use or disclose such Cardholder PII only as so de-identified and in aggregate form, (3) shall not attempt to re-identify such Cardholder PII or associate any of such Cardholder PII with any individual or Enabled Device, and (4) must use such Cardholder PII in a manner that conforms with Apple’s Privacy Policy, complies with all Applicable Laws, and the terms set forth in the Program terms and conditions that are accepted by the Cardholders.c. Program Manager Customer will protect all Apple Confidential Information from unauthorized dissemination and use with the same degree of care that it uses to protect its own like information. Except as expressly set forth herein, Program Manager Customer will not use the Apple Confidential Information for purposes other than those necessary to directly further the purposes of these Terms and Conditions. Except as expressly permitted under these Terms and Conditions, Program Manager Customer will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including (i) the public disclosure of any metrics related to the Program, and (ii) Program Manager Customer’s planned participation in the Program prior to the public launch of Program Manager Customer’s participation in the Program.d. To the extent Program Manager Customer provides any ideas, requests, feedback, reports, suggestions or recommendations to Apple, in writing, orally, by demonstration or otherwise, regarding the Apple Confidential Information, Program Manager Customer hereby grants to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to make, use, reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly) and sublicense, such feedback in connection with Apple’s products and services.e. To the extent Program Manager Customer receives Apple Provisioning Data (whether from a Payment Network, Program Manager, or Issuer, or directly from Apple) the following provisions will apply: i. Program Manager Customer shall use the Apple Provisioning Data only for the purposes of ensuring satisfactory performance of its obligations in connection with the provisioning approval and implementation process for the Apple Payment Platform. For the avoidance of doubt, Program Manager Customer and its Affiliates shall not use any Apple Provisioning Data or any transaction or customer data that is provided by Apple or its Affiliates to Program Manager Customer or its Affiliates exclusively in connection with the Apple Payment Platform or the Program to solicit customers or potential customers to become a Program Manager Customer customer. ii. Program Manager Customer shall only share Apple Provisioning Data with Issuer only for the purposes of ensuring satisfactory performance of its obligations in connection with the provisioning approval and implementation process for the Apple Payment Platform. iii. Program Manager Customer agrees to erase/delete the Apple Provisioning Data as immediately following making the provisioning path decision (i.e. green path, yellow path, red path decision). No storage of the Apple Provisioning Data by Program Manager is permitted. iv. All Apple Provisioning Data to be furnished hereunder is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.11. Reporting Data.Program Manager Customer will provide information and assist Program Manager, Issuer and each applicable Payment Network in preparing frequent reports related to Program Manager Customer’s participation in the Program (the “Reports”). The content and frequency of the Reports will be as set out in Exhibit B. Program Manager will also provide information to Issuer regarding whether any Provisioned Account is funded using a cryptocurrency. If Program Manager is unable to provide any Report information to Issuers or any of its Payment Networks for delivery to Apple (e.g., due to Issuer’s or such Payment Network’s inability to accept or forward such information), Program Manager shall provide such Report information directly to Apple. To the extent Program Manager relies on Issuer or a Payment Network to fulfil any of its reporting requirements under these Terms and Conditions, Program Manager will authorize Issuer and each applicable Payment Network to (a) provide the Reports and the data contained therein to Apple, and (b) provide to Apple any other reports that may contain data related to Program Manager’s participation in the Program that is otherwise in the possession of Issuer or an applicable Payment Network. Program Manager grants Apple the right and license to use any information contained in the Reports for purposes of Apple (i) performing its obligations and exercising its rights under these Terms and Conditions and (ii) improving the Apple Payment Platform.12. Intellectual Property.a. Program Manager Customer and its Affiliates shall own all of their respective rights in Program Manager Customer Technology conceived, reduced to practice, authored, or otherwise created or developed separately and independently of Apple and Apple’s Affiliates. Apple and its Affiliates shall own all of their respective rights in Apple Technology conceived, reduced to practice, authored, or otherwise created or developed separately and independently of Program Manager Customer and Program Manager Customers’s Affiliates.b. Except as expressly granted under this Agreement, or otherwise agreed in writing by the Parties, no other rights or licenses to distribute, disclose, sell, adapt, modify, reproduce, copy, publish, display, perform, prepare derivative works, or otherwise use, in any manner, form or media, any of the Technology or Intellectual Property of the other Party are granted. For the avoidance of doubt, this is not a “work made for hire” agreement, as that term is defined in the United States Copyright Act, 17 U.S.C. § 101 or any similar legislation in the Territory, nor shall it be considered as equivalent under any equivalent provision elsewhere in the world. Nothing contained in these Terms and Conditions shall be construed as constituting a transfer or an assignment by one party to the other party of any of the Technology or Intellectual Property of a party. Each party’s Technology and Intellectual Property is being licensed hereunder, not sold. Each party and its Affiliates and Service Providers, as applicable, must reproduce the copyright and all other proprietary notices displayed on the other party’s Technology on all copies of such materials.c. Program Manager Customer will not assert any claim for infringement, misappropriation or violation of any Intellectual Property against Apple, any Apple Affiliates, any Apple Service Providers or any entity participating in the Apple Payment Platform with respect to the Apple Payment Platform (including the operation of the Apple Payment Platform and the making, issuing, processing and acquisition of transactions for credit cards, debit cards and prepaid cards on the Apple Payment Platform).13. Compliance with Law.Each Party shall comply with all Applicable Laws related to the performance of its obligations under these Terms and Conditions. As part of its compliance obligations, Program Manager Customer shall be responsible for adherence to Applicable Law relating to the provisioning and use of the Accounts, use, management, suspension and termination of the Cards, as well as its compliance with the policies and procedures of Issuer or any Payment Network of Issuer.14. Program Manager Customer Representations and Warranties.Program Manager Customer represents and warrants that:a. It: (i) is duly incorporated, registered, and in good standing under the laws of its jurisdiction of formation; (ii) is duly qualified, registered and in good standing under the laws of the Territory where the conduct of its businesses requires such qualification or registration; (iii) has the requisite power and authority and the legal right to conduct its businesses as now conducted and hereafter contemplated to be conducted, enter into these Terms and Conditions; and (iv) is in compliance with its articles of association, charter and/or other organizational documents.b. No legal proceeding or regulatory action is pending or, to its knowledge, threatened against it that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms and Conditions.c. Except as would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms and Conditions, (i) it is in compliance with all Applicable Laws and (ii) it is not subject to any order or ruling that restricts in any respect its ability to perform its obligations under these Terms and Conditions.15. Operating Standards and Security Procedures.Program Manager Customer shall maintain written operating standards and security procedures for its data centers, data management, security, handling and protection practices that comply with all Applicable Laws (including data protection laws) and apply industry standards, and shall use its commercially reasonable efforts to secure Cardholder PII through the use of appropriate physical and logical security measures including appropriate network security and encryption technologies.16. Term.The initial term of these Terms and Conditions will terminate at 11:59 p.m. Pacific Standard Time, on the third (3rd) anniversary of the Effective Date (the “Initial Term”), unless terminated earlier as provided herein. Either party may terminate Program Manager Customer’s participation in the Program by providing the other party with written notice of its intent to exit the Program not less than ninety (90) days prior to the expiration of the Initial Term or any then-current Extension Term. In the event no such notice is given, these Terms and Conditions shall extend for additional one (1) year term(s) (each such one-year period, an “Extension Term”, and together with the Initial Term, the “Term”) under the same terms and conditions set forth herein.17. Suspension and Termination.Prior to the end of the Term:a. Program Manager Customer’s participation in the Program with respect to one or more Card Programs may be suspended or terminated by mutual written consent of the Program Manager Customer and Issuer;b. Program Manager Customer’s participation in the Program with respect to one or more Card Programs shall automatically be suspended or terminated effective upon the suspension or termination of any Apple Pay Issuer Agreement applicable to such Card Programs;c. Program Manager Customer’s participation in the Program with respect to one or more Card Programs may be suspended or terminated by Apple, Program Manager, or Issuer immediately upon written notice to Program Manager Customer, in the event of Program Manager Customer’s material breach of these Terms and Conditions that is inherently incurable, or not otherwise cured within thirty (30) days of Program Manager Customer receiving notice of such breach;d. Apple, Program Manager or Issuer (upon Apple’s request) may suspend Program Manager Customer’s participation in the Program immediately upon giving written notice to Program Manager Customer in the event of material Program Manager Customer Security Breach that threatens to, or has destroyed, the integrity of Apple’s systems or business;e. Program Manager Customer acknowledges that Apple may direct Program Manager, Issuer or the applicable Payment Network to suspend or terminate Program Manager Customer’s participation in the Program (whether in whole or in part) and that Program Manager, Issuer or such Payment Network will follow Apple’s instructions and will play no role in adjudicating any disputes between Apple and Program Manager Customer related to any such instructions by Apple;f. Program Manager Customer may suspend its participation in the Program in the event (i) Program Manager Customer learns or has reason to believe that there has been a material breach of Apple’s security measures related to the Program; (ii) the Program does not comply with Applicable Law in such a way that has a material adverse effect on Program Manager Customer’s ability to perform its obligations set forth in these Terms and Conditions; or (iii) Apple amends these Terms and Conditions in such a way that makes it materially impracticable for Program Manager Customer to participate in the Program in a manner that complies with Applicable Law;g. Program Manager Customer may terminate its participation in the Program on ninety (90) days written notice in the event (i) Program Manager Customer suspends its participation due to an event set forth in Section 17(f) and the duration of such suspension lasts longer than thirty (30) days or (ii) Apple makes a material change to the Apple Payment Platform or the Program that makes it commercially unreasonable for Program Manager Customer to perform in the Program. In the event of such termination, Program Manager Customer will work in good faith with Program Manager, Issuer and Apple, for a period of ninety (90) days after the ninety (90) day notice period ends, to unwind Program Manager Customer from the Program in a way that minimizes the impact on the Cardholders;h. Upon receiving written notification from Apple that Program Manager Customer has failed to obtain certification from Apple for participation in the Program and Apple will not be admitting Program Manager Customer into the Program, Issuer may terminate these Terms and Conditions immediately by giving written notice to Apple. In addition, any authorization to use Apple trademarks granted under Section 7(b) will terminate immediately.18. Program Transition.a. Required Agreement with Card-Issuing Bank. Program Manager Customer acknowledges and agrees that the participation of any Card Program in the Apple Payment Platform is contingent upon Apple having entered into a binding agreement with the entity responsible for issuing the cards and accounts offered in connection with such Card Program (such entity, the “Card-Issuing Bank”) that provides the terms under which such cards and accounts may participate in the Apple Payment Platform (the “Apple Pay Issuer Agreement”), and the Card-Issuing Bank fulfilling its obligations under such Apple Pay Issuer Agreement (including, for example, complying with the Specifications, successfully completing any required Certification Testing, etc.).b. Termination of Card Programs. Except as otherwise agreed in writing by Apple, these Terms and Conditions will automatically terminate with respect to a Card Program, and such Card Program will cease to participate in the Apple Payment Platform, in the event that: (i) the applicable Apple Pay Issuer Agreement is terminated; or (ii) Issuer ceases be the Card-Issuing Bank of such Card Program and such Card Program has not been successfully transitioned to a Successor Bank in the manner provided for in Section 18(c) of these Terms and Conditions or as agreed by Apple in writing. During any suspension of an Apple Pay Issuer Agreement, the applicable Card Program will be suspended with respect to its participation in the Apple Payment Platform under these Terms and Conditions.c. Card Program Transition. Program Manager Customer may transition any Card Program to an alternative Card-Issuing Bank (a “Successor Bank”). Program Manager agrees to provide Issuer and Apple with reasonable prior notice, but in no event less than ninety (90) days notice, in the event it intends to transition any Card Program to a Successor Bank. In the event such Successor Bank agrees to the terms of the Apple Pay Issuer Agreement: (i) Issuer, Program Manager Customer, Apple and the Successor Bank shall promptly meet and establish a mutually acceptable transition plan that details the timelines and manner by which the Card Program will be transitioned to the Successor Bank in manner that minimizes any possible burdens, outages, or confusion for Users; and (ii) Program Manager Customer agrees to execute any reasonably necessary agreements or amendments to these Terms and Conditions or take any other reasonably necessary action to transition the Card Program to such Successor Bank.19. Program Manager Customer Indemnification.Program Manager Customer agrees to protect, indemnify, defend and hold harmless Apple, its Affiliates, and the shareholders, employees, officers, and directors of each of Apple and its Affiliates, from and against any and all Indemnified Losses to the extent such Indemnified Losses arise out of, are connected with, or result from any Claim against any of them that arises out of, is connected with, or results from any of the following:a. any breach by Program Manager Customer of these Terms and Conditions;b. any breach by Program Manager Customer or Program Manager Customer’s Affiliates of any contract between Program Manager Customer and any Cardholder, or of any representation or fiduciary duty to such Cardholder relating to Card Programs;c. any and all advertising, promotions and marketing programs, documents or materials conducted by or on behalf of Program Manager Customer related to the Apple Payment Platform;d. Program Manager Customer’s use of Apple’s Marks in a manner not in accordance with these Terms and Conditions;e. allegations that the Program Manager Customer Marks, or Apple’s use thereof in accordance with these Terms and Conditions, infringes or misappropriates the trademark rights of a third party; orf. the gross negligence, fraud or willful misconduct of Program Manager Customer, Program Manager Customer’s Affiliates or any Service Provider of Program Manager Customer.20. Limitation of Liability.To the maximum extent permitted under Applicable Law, in no event will Apple be liable to Program Manager Customer for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.21. No Warranties.EXCEPT AS EXPRESSLY PROVIDED HEREIN, APPLE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APPLE PAYMENT PLATFORM OR ANY RELATED PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS, INCLUDING, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, APPLE DOES NOT WARRANT THAT THE USE OF THE APPLE PAYMENT PLATFORM OR ANY RELATED PRODUCTS AND SERVICES WILL BE ERROR FREE OR UNINTERRUPTED.22. No Apple Liability for Unauthorized Transactions.Apple shall not be liable for any Unauthorized Transactions paid by Program Manager Customer, Program Manager Customer’s Affiliates, Program Manager, Program Manager’s Affilliates, Issuers or Issuer’s Affiliates, Payment Networks, acquirers, or Cardholders under these Terms and Conditions.23. Binding Agreement.The rights and obligations of Program Manager Customer under these Terms and Conditions shall be binding upon and inure to the benefit of Program Manager Customer’s respective successors, executors and administrators, as the case may be. Program Manager may not assign or delegate its rights or obligations under these Terms and Conditions without Apple’s prior written consent, not to be unreasonably withheld.24. Governing Law.These Terms and Conditions and any non-contractual obligations arising out of or in connection therewith shall be governed by, construed, and take effect in accordance with California law, without regard to its choice of law principles. The Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.25. Third Party Beneficiary.Program Manager Customer acknowledges and agrees that Apple and its Affiliates are intended third party beneficiaries to these Terms and Conditions, and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto.26. Entire Agreement.These Terms and Conditions, its attachments, and any documents incorporated into these Terms and Conditions constitute the entire understanding and agreement of the parties, whether written or oral, with respect to the subject matter of these Terms and Conditions and supersede any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter.By agreeing, Program Manager Customer confirms that it has read these Terms and Conditions and agrees to be bound thereby. Program Manager Customer further acknowledges that unless and until Apple certifies Program Manager Customer and sends Program Manager Customer written notification of approval (either directly or through Program Manager, Issuer or a Payment Network), Apple is not obligated to admit Program Manager Customer to the Program. ExhibitsExhibit A: Apple marksThe following is a non-exhaustive list of Apple Marks:AppleApple logoApple Pay logoApple Watch (including rights to display images of the Apple Watch device, but only with respect to those models that are technologically capable of being an Enabled Device)iPad (including rights to display images of the iPad device, but only with respect to those models that are technologically capable of being an Enabled Device)iPhone (including rights to display images of the iPhone device, but only those models that are technologically capable of being an Enabled Device)Touch IDApp StoreiCloudApple WalletWallet IconExhibit B: ReportsREPORTFIELDIssuer Management MetricsAll Elements By Network Where Designated Program is Under Multiple Networks:Program Transactions (APP)Program Spend (APP)Program Decline Amount (APP)% APP Program Transactions via Remote Transactions vs. POS% APP Program Spend via Remote Transactions vs. POS% APP Program Decline Amount via Remote Transactions vs. POSTotal Provisioned CardsActive Cards vs. Total Provisioned Cards“Active Cards” for this Exhibit C are all those used at least once in prior monthUsage FrequencyTotal number of customers transacting (never) with Apple PayTotal number of customers transacting (1,2,3,4,5….) with Apple PayCohort ActivityNumber of successfully provisioned DPANs in the calendar monthNumber of transacting DPANs from cohorts that successfully provisioned in the prior monthsCohort DeletesNumber of deleted DPANs in the calendar monthNumber of deleted DPANs from cohorts that successfully provisioned in the prior monthsAll reports will be delivered on the 10th of the following month, in conjunction with any fee reports due in accordance with Section 11.Exhibit C: Pass Through ProvisionsAll agreements that address Apple Pay between Program Manager Customer and Corporate Client (“Corporate Client Agreement”) shall include provisions substantively equivalent to the following. All capitalized terms shall have the meaning as set forth in this Terms and Conditions.The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that to the maximum extent permitted under Applicable Law, in no event will Apple be liable to Corporate Client for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that Apple shall not be liable for any unauthorized transactions made using Provisioned Cards.The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that it will not discriminate against the Program, Apple Pay Transactions and/or the Apple Payment Platform relative to other transactions and/or platforms of similar kind.The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that the Corporate Client shall comply with all applicable laws related to the performance of its obligations under the Corporate Client Agreement.The Corporate Client Agreement shall prohibit the Corporate Client from passing fees attributable to Apple Pay on to individual Cardholders or individuals authorized to use any Cards issued to Corporate Client.The Corporate Client Agreement shall acknowledge, and Corporate Client must agree, that the Corporate Client will protect the Apple Confidential Information obtained pursuant to the Corporate Client Agreement from unauthorized dissemination and use with the same degree of care that it uses to protect its own like information. Except as expressly set forth herein, Corporate Client will not use the Apple Confidential Information for purposes other than those necessary to directly further the purposes of the Corporate Client Agreement. Except as expressly permitted under the Corporate Client Agreement, Corporate Client will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including (i) the public disclosure of any metrics related to the Program and (ii) Corporate Client’s planned participation in the Program prior to the public launch of Corporate Client ’s participation in the Program.The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that to the extent Program Manager Corporate Cardholder provides any ideas, requests, feedback, reports, suggestions or recommendations to Apple, in writing, orally, by demonstration or otherwise, regarding the Apple Confidential Information, Issuer hereby grants to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to make, use, reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly) and sublicense, such feedback in connection with Apple’s products and services.The Corporate Client Agreement shall include a sub-license grant to Apple and its Affiliates (and their agents and contractors acting on their behalf), during the Term, a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display the Corporate Client Marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display Corporate Client Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shots and images of the Corporate Client Marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publically disclosed list of Corporate Client participating in the Program. Any such use of Corporate Client Marks as set forth in items (i) – (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any Corporate Client Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).The Corporate Client Agreement shall acknowledge that Apple makes no representations or warranties, express or implied, regarding the Apple Payment Platform or any related products and services, including any implied warranty of merchantability or implied warranty of fitness for a particular purpose, all such warranties being expressly disclaimed. Without limiting the foregoing, Apple does not warrant that the use of the Apple Payment Platform or any related products and services will be error free or uninterrupted.The Corporate Client Agreement shall acknowledge that Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, Cardholder interface, or any other aspect of the Apple Payment Platform (whether software, hardware, or any part of the Apple Pay Platform service) at any time, including suspension of provisioning and transaction usage.