YuHu Creates Payments Agreement

YSP User Agreement

YSP User Agreement

N.B. This is a copy of the agreement with Stripe that a Vendor excepts when connecting to Stripe via the Vendor Dashboard

Stripe Services Agreement — United Kingdom

This Stripe Services Agreement includes this introduction, the General Terms, Definitions, Services Terms, and incorporated documents and terms (“Agreement”) and forms a legal agreement among Stripe Payments Europe, Limited (“SPEL”); Stripe Payments UK, Ltd (“Stripe PSP”); 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. Stripe PSP is a party to this Agreement solely for the purposes of (a) providing Authorised Payment Services (as Section 5.3 of the General Terms describes); and (b) acting as a Payment Method Acquirer. Each reference in this Agreement to “Stripe” means SPEL, except to the extent that the reference relates to providing Authorised Payment Services, in which case “Stripe” means Stripe PSP. 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”). Capitalised 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 must be resolved by arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.

General Terms

Last modified: November 17, 2022

You and Stripe agree as follows:

1. Your Stripe Account.

1.1 Eligibility.

Only businesses (including sole proprietors) and non-profit organisations located in the United Kingdom 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 authorised to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, director, 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 authorised officer. The approving board, authorised 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 to the extent 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 authorise 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 authorise 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 (or a longer period if Law requires) 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 Authorisation.

Without limiting Section 4.2 of these General Terms, you authorise Stripe to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorisation, 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 authorisation to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorisation. Stripe may rely on this authorisation to make one or more attempts to collect all or a subset of the amounts owed. Your authorisation 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 authorisation rules grant you the right to revoke your debit authorisation, 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 may invest the funds that it holds into liquid investments. Stripe owns the earnings from these investments. You irrevocably assign to Stripe all rights you have (if any) to earnings from these investments.

5.3 Authorised Payment Services.

The U.K. Financial Conduct Authority has authorised Stripe PSP as an electronic money institution under reference number 900461. Stripe PSP does not offer any form of deposit or savings account. Stripe PSP is not part of the Financial Services Compensation Scheme or the Deposit Guarantee Scheme. To the extent the Services are Authorised Payment Services, Stripe PSP is the only provider of those Services. As the provider of Authorised Payment Services, Stripe PSP will be the only Stripe party liable to you for collecting payment proceeds from Transactions on your behalf, safeguarding those proceeds, and settling those proceeds to your User Bank Account or as you otherwise direct. Stripe is not a bank, and does not accept deposits.

5.4 E-Money Services; Using a Third-Party Payment Services Provider.

(a) E-money Services. Depending on your location and, if applicable, your Connected Accounts’ location, Stripe may offer E-money Services to you. The terms in this Section 5.4 only apply if Stripe provides E-money Services to you. You may use the Services to purchase E-money from Stripe, to send and receive E-money, and, if applicable, to transfer E-money to Connected Accounts. You will not receive any earnings from E-money that Stripe issues or holds. If Stripe holds E-money for you, Stripe will safeguard that E-money according to Law. You may use the Stripe Technology to redeem E-money Stripe holds for you for par value, and Stripe will settle funds to the User Bank Account according to the Payout Schedule.

(b) Using a Third-Party Payment Service Provider (TPP). If Stripe provides a Payment Account to you, you may enable a TPP to access information regarding that Payment Account or make payments from the Payment Account according to Law. You must ensure that each TPP you use (if any) is authorised or registered with the applicable Governmental Authority. Notwithstanding anything to the contrary in this Agreement, as among the parties, you are liable for the TPP’s acts and omissions. If necessary to allow the TPP to access your Payment Account, you may provide your Stripe Account credentials to the TPP. Stripe may refuse to allow any TPP to access information regarding your Payment Account if Stripe reasonably believes that the TPP’s actions are unauthorised, fraudulent or illegal. Unless Law prohibits notification, Stripe will notify you if Stripe takes this action. You must notify Stripe immediately if you believe a payment made through a TPP was unauthorised or incorrect.

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 parties if any of the other parties 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 that served the notice 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, SPEL grants to you and your Affiliates, and you grant to SPEL 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

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 any 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 authorise 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 in accordance with Stripe’s Privacy Policy.

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) fulfil 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 and will train its employees on DP Law.

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 unauthorised access, accidental loss and unauthorised 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 unauthorised 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 organisation located in the United Kingdom 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 authorised 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 are the named account holder of 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) Defence 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 wilful 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 defence 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) Defence. 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, wilful 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 unauthorised 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) unauthorised 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) your or another party’s defamatory, offensive, fraudulent or illegal conduct.

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 or tort, or on other legal or equitable grounds) 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 or tort, or on other legal or equitable grounds) 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 Governing Law.

The laws of Ireland will govern this Agreement, without giving effect to its conflict of law principles.

13.2 Binding Arbitration.

(a) Subject to Section 13.6 of these General Terms, 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, will be determined by binding arbitration under the ICC Rules by a sole arbitrator appointed according to the ICC Rules. The arbitrator may be the same nationality as any of the parties, and must be a member of the Law Society of Ireland or the Bar of Ireland, unless the parties agree otherwise. The place of arbitration will be Dublin, Ireland. The language of the arbitration will be English.

(b) Nothing in this Agreement will preclude the Stripe Parties from making any application or issuing any legal or insolvency proceeding in an appropriate court under insolvency law in your jurisdiction.

(c) Nothing in this Agreement will preclude the parties from seeking injunctive relief in aid of arbitration from a court of appropriate jurisdiction.

13.3 Arbitration Procedure.

A party must notify the other relevant parties of its intention to begin arbitration before doing so. The notice must specify the date on which the party plans to file the Request for Arbitration, which must be at least 30 days after the notice.

13.4 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, all documentation submitted or exchanged in the course of the arbitration proceeding, the submissions made by the parties and the decision made by the arbitrator, including its awards, except (a) as necessary to prepare for and conduct the arbitration hearing; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the Stripe Parties may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (d) each party may disclose as necessary to professional advisers that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires and to the extent not already in the public domain. 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.

13.5 Conflict of Rules.

In the case of a conflict between the provisions of this Section 13 and the ICC Rules, the provisions of this Section 13 will prevail.

13.6 IP Rights.

Each dispute, claim and controversy (if any) principally related to any party’s IP Rights will be resolved by litigation, and the parties submit to the non-exclusive jurisdiction of the courts of Ireland with respect to these disputes, claims and controversies.

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. For modifications related to Authorised Payment Services, Stripe will notify you as Law requires. 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 legal 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 any 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 authorised 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 organised 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, organised 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, 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 a non-breaching party irreparable harm for which a non-breaching party has no adequate remedies at law. Accordingly, each 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

“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.

“Authorised Payment Services” means the Services that the U.K. Financial Conduct Authority has authorised Stripe PSP to provide, which are listed at https://register.fca.org.uk/s/firm?id=001b000000pibOHAAY.

“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 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.

“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, authorisation, 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, 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.

“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 unauthorised access, disclosure or use of your Stripe Account credentials.

“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).

“Data Processing Agreement” means the 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.

“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.

“DP Law” means all Laws that apply to Personal Data Processing (as defined in the Data Processing Agreement) under this Agreement currently in effect, and as they become effective, relating in any way to privacy, data protection or data security, including the GDPR, UK GDPR and CCPA.

“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).

“E-money” means electronic money as defined in the Electronic Money Regulations 2011 (SI 2011/99).

“End User” has the meaning given in Stripe’s Privacy Policy.

“End User Rights” means the data privacy rights afforded to End Users under DP Law.

“End User Service” has the meaning given in the Stripe End User Terms.

“Express Account” means a Connected Account enrolled as an Express account, as described in the Documentation.

“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.

“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 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 labour dispute; labour 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.

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“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 (for legal, commercial, operational or any other reasons), 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 (for legal, commercial, operational or any other reasons), as identified on the Stripe Restricted Business List.

“ICC Rules” means the Rules of Arbitration of the International Chamber of Commerce in effect on the date the applicable arbitration proceeding begins.

“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 in 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 reorganisation);

(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, examiner 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, examiner, 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.

“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 stylised script.

“Merchant Initiated Transaction” means a Transaction you initiate according to a mandate you receive from the Customer that authorises you to initiate (a) that Transaction; or (b) a series of Transactions without requiring the Customer to take any further action.

“MOTO Transaction” means a Transaction you initiate through a mail order or over the telephone.

“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.

“Payment Account” means a payment account as that term is defined in the Payment Services Regulations 2017 (Statutory Instrument 2017/752).

“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 authorised to (a) sponsor or submit Transactions at the request of merchants to the Payment Method Provider for authorisation and clearing; and (b) receive and remit settlement funds for authorised 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 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 in the GDPR and UK GDPR and “personal information” as defined in 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.

“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.

“Request for Arbitration” means a request submitted under Article 4 of the ICC Rules.

“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.

“Safeguarded Funds” means funds Stripe PSP holds in a Pooled Account or otherwise safeguards according to Law.

“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).

“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 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 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 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 authorised 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 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, as applicable, a VAT return, DAC7 report, U.S. Internal Revenue Service (“IRS”) Form 1099, IRS Form 1042-S, user activity report 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.

“Terminated Merchant List” means a list of terminated merchants a Card Network maintains, including MATCH and the consortium merchant negative file.

“Third-Party Service” means a service, product, or promotion provided by a third party that utilises, integrates with or is ancillary to the Services.

“TPP” means a third-party payment service provider that a Governmental Authority authorises to provide account information services or payment initiation 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 authorisation, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.

“UK GDPR” means the GDPR, as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.

“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 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.

Services Terms

Stripe Payments

Last modified: November 17, 2022

1. Stripe Payments Services.

These terms (“Stripe Payments Terms”) supplement the General Terms and govern your use of the Stripe Payments Services.

2. Your Business.

You are solely responsible for the nature and quality of the goods and services you provide (or if you accept donations, the intended use of those donations), and for Transaction receipts, delivery, support, refunds, returns, and for all other ancillary services you provide to Customers. You are solely responsible for verifying each Customer’s identity, determining a Customer’s eligibility and authority to complete a Transaction, and all other issues related to your goods and services and business activities.

3. Payment Methods and Transactions.

3.1 Acceptance and Use Requirements.

As part of the Stripe Payments Services, you may accept payment from Customers using various Payment Methods by submitting Transactions to Stripe through the Stripe Technology. All Payment Methods have specific requirements for their acceptance and use. These requirements may be incorporated into the Stripe API and other Stripe Technology, and may be described in the Documentation, the Payment Method Rules and Payment Method Terms. You must comply with all of these acceptance and use requirements.

3.2 Payment Method Rules and Payment Method Terms.

Your acceptance and use of a Payment Method may be subject to Payment Method Rules, Payment Method Terms, or both. Using the Stripe Payments Services to accept a Payment Method or submit a Transaction constitutes your acceptance of the applicable Payment Method Rules and Payment Method Terms (if any). Payment Method Rules and Payment Method Terms are Financial Services Terms for purposes of this Agreement. In the event of any inconsistency between any provision of this Agreement and the Payment Method Rules or Payment Method Terms, the applicable Payment Method Rules or Payment Method Terms will prevail to the extent of the inconsistency. The Payment Method Terms and Payment Method Rules may be amended from time to time. Your continuing use of the applicable Stripe Payments Services constitutes your agreement to those amended terms.

3.3 Payment Method Acquirers.

Some Payment Method Providers require that their Payment Methods be accepted only through a Payment Method Acquirer, which may be Stripe, its Affiliates, or a Financial Partner. Some of these Payment Method Providers, such as Visa and Mastercard, require you to enter into Acquirer Terms, which will (a) identify the Payment Method Acquirer responsible for Transactions using the Payment Method Acquirer’s Payment Method; and (b) establish a direct contractual relationship and terms between you and the Payment Method Acquirer, as the Acquirer Terms further describe. The Acquirer Terms, which are Financial Services Terms for purposes of this Agreement, describe the Payment Methods to which they apply, and when they go into effect. The Payment Method Acquirer for Visa and Mastercard Transactions is Stripe PSP. By using the Stripe Payments Services to submit Visa or Mastercard Transactions, you agree to the SPUKL Acquirer Terms. Stripe may add or remove Payment Method Acquirers at any time.

3.4 Payment Methods and Payment Method Providers.

Irrespective of whether Acquirer Terms apply, your acceptance and use of the Payment Method may also be subject to Payment Method Rules or Payment Method Terms (or both), as Section 3.2 of these Stripe Payments Terms describes. Payment Method Providers are Financial Partners for purposes of this Agreement, and Payment Method Providers may enforce the terms of this Agreement directly against you with respect to that Payment Method Provider’s Payment Method(s). A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept a Payment Method at any time and for any reason, in which case you will no longer be able to accept that Payment Method under this Agreement. Stripe may add or remove Payment Method Providers at any time.

3.5 Card Transactions.

(a) Card Network Rules. When accepting payment card Transactions, you must comply with all applicable Card Network Rules, including the Visa Rules specified by Visa, the Mastercard Rules specified by Mastercard, and the Card Network Rules specified by American Express . Each Card Network may amend its Card Network Rules at any time without notice to you.

(b) Location and Identification. You may only accept payment card Transactions in locations authorised by Stripe and the applicable Card Network. The Card Networks may request information and certification relating to your location, and make a final determination of your location. You must prominently and clearly disclose your name, address, and country location to Customers before Customers are prompted to provide payment card information. You must ensure that Customers understand that you are responsible for the Transactions. You must not act as or hold yourself out as a payment facilitator, intermediary or aggregator, or otherwise resell the Stripe Payments Services. You must not misrepresent yourself as being a member of any Card Network.

(c) Use of Cash. You must not provide cash refunds for a completed Transaction made with a payment card, unless required by Law. You must not use Stripe Payments Services for any transaction for a cash disbursement or purchase of cash vouchers without approval from Stripe. You must not permit Customers to use payment cards to disburse cash to a third party, except to the extent the Card Network Rules permit.

(d) Debt Repayment. You must not accept payment card Transactions (i) to collect or refinance existing debt that you have deemed uncollectible or that is uncollectible by Law; (ii) for previous card charges; or (iii) to collect a dishonoured cheque. Debt repayment is only permitted when performed in compliance with the Card Network Rules.

(e) Surcharging. The Card Network Rules limit your ability to (i) discriminate by payment card brand or type, charge surcharges or other fees, or Taxes for acceptance of payment cards; and (ii) provide discounts. Except to the extent the Card Network Rules or Law permits, you must not charge surcharges or other fees, or Taxes for accepting payment cards. You must notify Stripe at least 60 days before you intend to charge these fees or Taxes, and must collect them only as part of the submitted amount of the Transaction. The Card Network Rules do not prohibit you from expressing a preference for the Mastercard or Maestro payment application.

(f) Use of Payment Card Account Data. You must not request or use a payment card account number for any purpose other than for a Transaction. You must not use payment card account numbers or payment card Transaction data other than as Law, the Card Network Rules and this Agreement permit. You must not store the card verification value (or similar security code) data after card authorisation.

(g) Waiver of Dispute Rights. You must not require, as a condition to card acceptance, any Customer to waive a right to dispute a Transaction.

(h) Non-Disparagement. You must not disparage, criticise or mischaracterise any Card Network or any of their services, cards or programs, or submit any Transaction that harms any Card Network.

(i) Audit and Forensic Investigations. A Card Network may initiate audits and forensic investigations in accordance with its Card Network Rules. You must fully cooperate with these audits and forensic investigations. This subsection (i) will survive termination of this Agreement.

(j) Security Programs. You must comply with the Card Networks’ security standards, requirements and programs (e.g., the Visa Account Information Security Program), and all Card Network Rules governing the privacy, protection, and your use, storage and disclosure of data.

(k) Limited Acceptance. Each Card Network may allow you to accept only a subset of that Card Network’s cards, in which case you must follow the Card Network Rules that govern limited acceptance.

(l) Minimum or Maximum Amounts. You must not establish minimum or maximum amounts for payment card Transactions, except as the Card Network Rules permit.

(m) Forms. You must not require any Customer to complete a form that includes the Customer’s signature or any Payment Account Details in plain view when mailed.

(n) Harmful Material. Your site and establishment (if applicable) must not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to individuals.

(o) Acceptance. If you accept payment cards, then you must indicate that fact wherever you inform your Customers of the Payment Methods you accept, including on your website.

(p) Estimated Amounts. If you wish to obtain authorisation for the estimated amount of a Transaction, you must obtain your Customer’s consent to the estimated amount before requesting the authorisation. As soon as you become aware of the full amount to be captured, you must submit the request to capture funds. If the full amount of the charge exceeds the amount for which you obtained an authorisation, you must obtain a new authorisation for the full amount.

(q) Intra-EEA and Intra-country Transactions. You must use the same name in authentication messages you submit for intra-EEA Transactions and intra-country Transactions.

(r) PIN Entry Device Asset Management. You must appropriately manage PIN entry device assets, including by (i) recording the stock and serial numbers of each PIN entry device; (ii) recording the location of each PIN entry device; and (iii) undertaking basic electronic and physical identification and authentication of each PIN entry device.

3.6 American Express Conversion – Only Applicable to the American Express Card Network.

If your American Express Transaction volume exceeds the applicable threshold amount set by American Express, American Express may convert you to a direct American Express merchant. As a direct American Express merchant, you and American Express will enter into a definitive “American Express Card Acceptance Agreement,” which will govern your acceptance of American Express payment cards, and you and American Express must directly agree to your pricing and other fees payable for American Express Transaction processing. Stripe will continue to process your American Express Transactions in accordance with this Agreement, except that Stripe will incorporate the new pricing and fees into the applicable Stripe fees.

Stripe may share information about your Stripe Account, including User Information, with Payment Method Providers and Payment Method Acquirers as Stripe believes necessary to verify your eligibility to use the Stripe Payments Services, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Transactions and other activity, and conduct risk management and compliance reviews. Stripe may also share data, including Protected Data, with Payment Method Providers and Payment Method Acquirers, and they may use and share this data, for the purpose of assessing your compliance with Financial Services Terms and facilitating Stripe’s, the Payment Method Providers’, and the Payment Method Acquirers’ compliance with Law, Payment Method Rules and Payment Method Terms. You waive your right to bring any claim against Stripe arising from Stripe sharing information about User Group with Payment Method Providers and Payment Method Acquirers, including any inclusion on a Terminated Merchant List that results from this sharing. Stripe may periodically review your Stripe Account information to verify that you are eligible to use the Stripe Payments Services.

3.8 Customer Communication.

When using the Stripe Payments Services you must, with respect to Customers (a) accurately communicate and not misrepresent the nature, amount and currency of each Transaction prior to submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use the Stripe Payments Services to sell goods or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; (e) inform Customers that Stripe processes Transactions for you; and (f) if you are collecting authorisations electronically, ensure that Customers consent to electronic signatures and delivery of communications in accordance with Law. If you engage in Transactions with Customers who are individuals (i.e., consumers), you must provide the disclosures Law requires, and must not engage in unfair, deceptive, or abusive acts or practices.

3.9 Requirements Imposed by Payment Method Rules.

As required by the Payment Method Rules (a) as between the parties, each party is responsible for the acts and omissions of its employees, contractors and agents; and (b) unless a Payment Method Provider agrees, you do not have the ability to bind a Payment Method Provider to any contract or obligation, and you must not represent that you have that ability. The Payment Method Rules require you to meet data quality requirements for certain categories of Transaction data as specified in those rules. With respect to this data, you must comply with the technical specifications mandated by the Payment Method Providers, and you must ensure that this data is processed promptly, accurately and completely. You must maintain and make available to Customers a fair and neutral refund and exchange policy, and clearly explain the process by which Customers can receive a Refund. Payment Method Providers retain all IP Rights in their Marks, and you must not contest any Payment Method Provider’s IP Rights in their Marks. You may only use Payment Method Providers’ Marks in a manner consistent with the Payment Method Rules, and you must promptly comply with all instructions from Stripe regarding use or presentation of Payment Method Providers’ Marks. You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds and all other issues related to your goods and services and business activities. Without limiting the previous sentence, you must make customer service information readily available to your Customers, including clear instructions on how your Customers can contact you by email and telephone.

3.10 Stripe Radar; Your Responsibility for Transactions.

The Stripe Radar Services may be enabled by default and are governed by the Stripe Radar Terms. If you do not wish to use the Stripe Radar Services in connection with Stripe Payments Services, you must contact Stripe support to disable it. You are solely responsible for all losses you and the Stripe Parties incur due to erroneous and fraudulent Transactions that occur in connection with your use of the Services, including as a result of (a) lost or stolen payment credentials or the details of any accounts that are used to purchase goods or services from you; (b) any changes to the User Bank Accounts; and (c) any unauthorised use of, or access or modification to, your Stripe Account.

4. Processing Transactions.

4.1 Blended Fees.

By using Stripe Payments Services, you request Stripe to blend Fees for payment card processing for all merchant services charges, regardless of the underlying differences in interchange fees between different payment card brands and categories. If you have a question about Fees or wish to receive unblended rates for payment card processing, please contact us.

4.2 Payment Authorisation Requests.

To enable Stripe to process Transactions for you, you authorise and direct Stripe, its Affiliates, Payment Method Providers and Payment Method Acquirers to receive and settle, as applicable, settlement funds owed to you through your use of the Stripe Payments Services. You may only submit Transactions that Customers authorise, and only after the applicable goods have been shipped or services provided to the Customer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Customer where the Customer has authorised a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Customer’s consent. You must not proceed with a Transaction if (a) you know or should have known that the Transaction was fraudulent, not authorised by the Customer, or illegal in your or your Customer’s jurisdiction; (b) you receive a response declining to authorise the Transaction; or (c) the Customer’s ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as the Payment Method Rules, Payment Method Terms and Acquirer Terms expressly permit. You must not submit any Transaction that duplicates a Transaction that is subject to a Dispute, or was previously disputed and subsequently resolved in your favour. Stripe may refuse to process, or condition or suspend any Transaction that Stripe believes (x) may violate this Agreement or other agreement you have with Stripe (if any); (y) is unauthorised, fraudulent or illegal; or (z) exposes, or is likely to expose, Stripe, you or others to unacceptable risk. When submitting an authorisation request for a Transaction that will be processed using Visa Secure, you must input the Cardholder Authentication Verification Value your issuing bank or Visa provides to you.

4.3 Settlement Funds.

You appoint Stripe as your agent for the limited purpose of directing, receiving, holding and settling funds under this Agreement. Notwithstanding the prior sentence, no agency is established for tax purposes. All settlement funds Stripe receives for Transactions are combined with settlement funds held for other Stripe users and safeguarded as Safeguarded Funds. Once Stripe receives settlement funds, the relevant Customer has no further obligation to make payments to you with respect to a Transaction. Stripe will promptly update your Stripe Account balance to reflect processed Transactions. If, in the capacity as your agent, Stripe provides a receipt for a Transaction to the applicable Customer, that receipt is binding on you. Prior to transferring settlement funds to the User Bank Account, Stripe may invest Safeguarded Funds as described in Section 5.2 of the General Terms. You have no rights to any earnings generated by Safeguarded Funds and are not entitled to draw funds from any Pooled Account.

4.4 Transaction Settlement Funds.

Stripe will transfer settlement funds for Transactions, net of Fees, Disputes, Refunds, Reversals and other amounts owed to Stripe, from the applicable Pooled Account to the applicable User Bank Account within the time period stated in the Payout Schedule, unless a Payout Delay occurs and affects the transfer initiation, or Stripe exercises a right under this Agreement to withhold or delay the transfer. However, Stripe may impose an additional holding period before making the initial settlement to a User Bank Account.

4.5 Sending Funds to Third-Party Recipients.

Stripe may offer you the ability to send to a third party funds owed to you as you instruct Stripe (including by sending all or part of the positive balance in your Stripe Account to that third-party recipient’s Stripe account or bank account), instead of settling funds to a User Bank Account. If Stripe sends funds to a third-party recipient (or sends all or part of the balance in a Stripe Account to the third-party recipient’s Stripe account or bank account), which may include the use of a payment intermediary operating on your behalf, as you instructed, this satisfies Stripe’s obligations (and all applicable Payment Method Provider and Payment Method Acquirer obligations) to settle funds to you.

4.6 Settlement Fees.

Stripe is not responsible for any fees imposed by banks to which Stripe transfers funds, including the banks that hold the User Bank Accounts and the third-party recipient accounts.

4.7 Subscriptions and Invoicing.

If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must (a) inform each Customer that the relevant Transactions will occur on an ongoing basis; and (b) explain the method for cancelling the Customer’s recurring billing or subscription. If you use the Services to issue invoices to Customers, you must ensure that the form and content of the invoices comply with Law and are sufficient to achieve the legal or tax effects that you are trying to achieve.

4.8 Third-Party Processors.

If you engage a third-party processor to create and deliver a payment card transaction directly to a Card Network, then you may be able to specify that Stripe will clear and settle the transaction via the Stripe Payments Services. If you intend to use the Stripe Payments Services in this way, you first must contact us. When using the Stripe Payments Services in this way, you assume the risk of the third-party processor improperly delivering the transaction to the Card Network. You understand that Stripe will only clear and settle funds to you for transactions that the relevant Card Network actually receives. As between you and Stripe, you are responsible for any failure by a third-party processor to comply with the applicable Card Network Rules.

4.9 MOTO Transactions and Merchant Initiated Transactions.

To the extent that you submit a Transaction as a MOTO Transaction or a Merchant Initiated Transaction, you must (a) determine that the Transaction is eligible to be treated either as a MOTO Transaction or Merchant Initiated Transaction (as applicable); and (b) record the basis on which you made this determination and provide this record to Stripe upon request. For each Merchant Initiated Transaction, you must have an appropriate mandate that complies with Law in place with the Customer that authorises you to initiate that Transaction.

5. Actions Stripe May Take in Processing Transactions.

5.1 Reconciliation and Responsibility.

As between the parties, and except as required by Law, you are responsible for reviewing your Transaction history for accuracy and completeness, and reconciling your Transaction history with the history of transfers from the Pooled Accounts to the User Bank Accounts. If you find an error when you reconcile your Transaction history, Stripe will reasonably cooperate with you to investigate and help correct that error as long as you notify Stripe of the error within 13 months after the error appears in your Transaction history. If Stripe finds an error in your Transaction history, Stripe may correct the error by crediting or debiting the User Bank Accounts.

5.2 Negative Balances.

If your Stripe Account balance (or the Stripe Account balance of any User Group Entity) is negative, or does not contain funds sufficient to pay amounts that you (or a User Group Entity) owe to Stripe, its Affiliates or Customers, then without limiting Stripe’s rights under Sections 4.2 and 4.3 of the General Terms, Stripe may debit the User Bank Accounts by the amount necessary to collect, and pay out to Customers if applicable, the amounts you owe.

5.3 Disputes; Refunds; Reversals.

Notwithstanding anything to the contrary in this Agreement, you are liable to Stripe for the full amount of all Disputes (unless and until a Dispute is resolved to final disposition in your favor according to applicable Payment Method Rules and the Documentation), Refunds and Reversals regardless of the reason or timing.

(a) Disputes. Stripe may delay or withhold paying out a Transaction amount from funds owed to you under this Agreement if Stripe believes that a Dispute is likely to occur with respect to that Transaction. Stripe may delay or withhold paying out amounts subject to an actual Dispute until the Payment Method Provider resolves the Dispute.

(b) Refunds. If you intend to issue a Refund to a Customer, you must initiate a Refund instruction via the Services within 5 days after informing the Customer of your intention. Stripe may refuse to act upon a Refund instruction, or delay executing the instruction, if you are the subject of an Insolvency Proceeding, it would cause a negative balance in your Stripe Account or if Stripe believes that there is a risk you will not meet your liabilities under this Agreement.

(c) Reversals. Without limiting Stripe’s rights under Sections 5.4 – 5.6 of these Stripe Payments Terms, Stripe may initiate a Reversal if:

(i) the Payment Method Provider invalidates the Transaction;

(ii) you receive funds in error for any reason;

(iii) you were not authorised to accept the Transaction;

(iv) you receive funds related to activities that violated this Agreement, Law or Financial Services Terms; or

(v) a Payment Method Provider or Payment Method Acquirer requires Stripe to do so under the applicable Financial Services Terms.

5.4 Stripe Remedies – Specific Triggers.

Stripe may exercise any or all of the remedies stated in Section 5.6 of these Stripe Payments Terms if Stripe determines that a User Group Entity:

(a) has incurred or is likely to incur excessive Disputes, Refunds or Reversals;

(b) has submitted one or more Transactions for goods or services not immediately deliverable to the Customer without first obtaining Stripe’s consent;

(d) has experienced or is likely to experience a change in the average time between the initial charge and fulfilment of Customer orders that Stripe considers to be material;

(e) is or is likely to become the subject of an Insolvency Proceeding;

(f) has experienced or is likely to experience a deterioration of its business or financial condition that Stripe considers to be material;

(g) has breached or is likely to breach, or has caused or is likely to cause Stripe to breach, this Agreement (or any other Stripe services agreement with Stripe or its Affiliate) or the Financial Services Terms applicable to the User Group Entity’s use of the Services;

(h) has violated or is likely to violate Law or Financial Services Terms;

(i) has caused or is likely to cause Stripe to violate Law or Financial Services Terms;

(j) has experienced or is likely to experience a Change of Control;

(k) has, either itself or by way of its employees, agents, directors or contractors, initiated Transactions or undertaken any other action that is or is likely to be fraudulent, suspicious or involve criminal activity;

(l) has, without Stripe’s prior consent, changed its business model (including services supplied by a User Group Entity to its customers), exposing Stripe to increased risk; or

(m) has acted in a manner or engaged in business, trading practice or other activity that presents an unacceptable risk.

5.5 Stripe Remedies – General Trigger.

Stripe may exercise any or all of the remedies stated in Section 5.6 of these Stripe Payments Terms if (a) Stripe reasonably determines that Stripe may incur losses resulting from credit, fraud, criminal activity or other risks associated with a User Group Entity after these Stripe Payments Terms terminate; or (b) Law requires.

5.6 Stripe Remedies – Scope.

Stripe may, in accordance with Sections 5.4 and 5.5 of these Stripe Payments Terms:

(a) initiate Reversals;

(b) change the Payout Schedule or delay or cancel the payout of settlement funds to the User Bank Accounts;

(d) debit the User Bank Accounts or the bank or financial institution accounts of any or all User Group Entities;

(e) suspend or terminate your ability to accept or process Transactions;

(f) refuse to process Transactions, including Refunds; and

(g) setoff or recoup all liability that Stripe reasonably determines a User Group Entity owes to Stripe or a Stripe Affiliate under this Agreement or another agreement, against any amounts that Stripe or a Stripe Affiliate owes to a User Group Entity whether the liability is matured, unmatured, liquidated or unliquidated.

5.7 Reserve.

If Stripe establishes a Reserve, Stripe will hold the funds in a bank account in Stripe’s name, and notify you of the Reserve terms. If Stripe uses Safeguarded Funds to fund a Reserve, then Stripe will no longer safeguard those funds on your behalf. Stripe may change the Reserve terms (a) if Stripe believes that there is, or is likely to be, a change in the underlying risk presented by the User Group’s use of Stripe services; or (b) as a Payment Method Acquirer or Payment Method Provider requires. You have no legal or equitable right or interest in the funds held in any Reserve, or earnings generated by funds held in any Reserve, and are not entitled to draw funds from any Reserve. If you become subject to an Insolvency Proceeding, funds held in a Reserve will not be part of any estate created in connection with that Insolvency Proceeding. Stripe may fund the Reserve through any or all of:

(x) funds you provide upon Stripe’s request;

(y) amounts Stripe or its Affiliate owes to any User Group Entity for Transactions that the User Group accepts through the Stripe Payments Services; and

(z) debiting the User Bank Accounts or the bank or financial institution accounts of any or all User Group Entities.

5.8 Security Interest.

You will execute all documents Stripe reasonably requests to create, perfect, maintain and enforce a security interest over assets Stripe believes are necessary to secure your performance of your payment obligations under this Agreement.

5.9 Credit Support Requirement.

Stripe may require that you provide a guarantee (including a personal, parent or bank guarantee) or letter of credit in a form and substance that satisfies Stripe. In this event, Stripe will inform you of the amount of and the reasons for the requirement. If you are unable to satisfy the requirement when Stripe requires you to do so, Stripe may suspend or terminate your access to the Services.

6. Multi-Currency Processing.

Stripe may offer Multi-Currency Processing. To use Multi-Currency Processing, you must provide to Stripe a valid bank account for each currency for which you request settlement, based on the list of available settlement currencies stated in the Documentation. Each of these bank accounts is a User Bank Account for the purposes of this Agreement. If you use Multi-Currency Processing, Stripe will identify at the time of each applicable Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.

7. Post-Termination Obligations.

7.1 Completion of Transactions.

Following termination of these Stripe Payments Terms, you must fulfil your obligations related to existing Transactions, not accept new Transactions via the Services, and remove all Marks of Stripe, its Affiliate or a Financial Partner from your website (unless permitted under a separate license with the applicable Financial Partner). Stripe will complete Transactions initiated before termination as long as Stripe would have completed those Transactions were these Stripe Payments Terms still in place (e.g., Stripe will not complete a Transaction if a Financial Partner prohibits Stripe from doing so). Termination does not affect your responsibility for Transactions described in Section 3 of these Stripe Payments Terms.

7.2 Provision of Payment Account Details.

If these Stripe Payments Terms terminate for reasons other than your breach, then within 30 days after the termination date, you may request in writing that Stripe provide all relevant Payment Account Details to an alternative PCI-DSS Level 1-certified payment processor that you identify to Stripe. Stripe will provide the Payment Account Details that you are entitled to receive to the named payment processor to the extent commercially reasonable. Stripe may delay or refuse any request if Stripe believes the payment processor you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or that Law or Financial Services Terms do not allow Stripe to provide the Payment Account Details.

8. User Information Updates.

You must immediately notify Stripe, and provide to Stripe updated User Information, if you experience or anticipate experiencing a material change in the average time between the initial charge and fulfilment of Customer orders. Upon request, you must promptly provide to Stripe information related to Transactions and Disputes, including (a) refund and shipping policies (if applicable); (b) data on captured but unfulfilled charges; and (c) data on the time between charge capture and fulfilment of Customer orders.

9. PCI Standards Compliance.

If you elect to store or hold “Account Data,” as defined in the PCI Standards (including Customer card account number or expiration date), you must maintain a system that complies with the PCI Standards and upon Stripe’s request, you must provide to Stripe evidence of your compliance. If you do not comply with the PCI Standards, or if Stripe or any Payment Method Provider or Payment Method Acquirer is unable to verify your compliance with the PCI Standards, Stripe may suspend your Stripe Account or terminate this Agreement, in whole or in part. If you intend to use a third-party service provider to store or transmit Account Data, you must not share any data with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards, and notify Stripe of your intention to share Account Data with the service provider. Further, you agree to never store or hold any “Sensitive Authentication Data,” as defined in the PCI Standards (including the card verification value or similar security code), at any time. You can find information about the PCI Standards on the PCI Council’s website.

10. Representations and Warranties.

You represent as of the Effective Date, and warrant during the Term, that (a) you only use the Payment Methods and Stripe Payments Services for bona fide commercial transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to, or other act with, Customers; (b) except as Stripe approves, you do not use the Stripe Payments Services for intercompany transactions; (c) you fulfil all of your obligations to Customers; and (d) you and your third-party service providers that store, access or transmit Payment Account Details comply with the PCI Standards, as applicable.

11. Indemnification.

You will indemnify Stripe against all assessments, penalties, fines and fees Payment Method Providers, Payment Method Acquirers, and other Financial Partners charge Stripe to the extent arising out of or relating to your use of the Stripe Payments Services in a manner that fails to comply with any Payment Method Rules, Payment Method Terms or Acquirer Terms, or this Agreement. As between the parties, you are responsible for (a) all costs associated with any Card Network-initiated audit or forensic investigation arising out of or relating to your use of the Stripe Payments Services, and (b) all losses, damages, or costs Stripe and its Affiliates incur due to fraudulent Transactions.

12. Liability for Failure to Transfer Funds.

The limitation of liability in Section 12.2(b) of the General Terms will not apply to claims you or your Affiliates make against the Stripe Parties for failing to transfer any settlement funds the Stripe Parties receive and owe to you in connection with the Stripe Payments Services. For these claims, the Stripe Parties’ liability is limited to the amount that the Stripe Parties have received and owe, but failed to transfer, to you.

13. Complaints.

If you have a complaint with the Stripe Payment Services, please contact complaints@stripe.com.You can find more information about Stripe’s Complaints Policy here. If your complaint is unresolved, you may be entitled to refer it to the Financial Ombudsman Service (FOS). You can find more information about the FOS, its contact details and the eligibility requirements in Stripe’s Complaints Policy and at www.financial-ombudsman.org.uk.

Stripe Connect – Platform

Last modified: November 17, 2022

1. Stripe Connect Services.

These terms (“Stripe Connect Terms”) supplement the General Terms and the Stripe Payments Terms and govern your use of the Stripe Connect Services as a Stripe Connect Platform. You may use the Stripe Connect Services to enable your Platform Users to use Stripe Services in conjunction with your Platform Services, and by doing so, you will be using Stripe Payments Services.

2. Stripe Obligations.

2.1 Services for Connected Accounts.

Connected Accounts may use the Services in accordance with the Connected Account Agreement. Stripe may suspend or stop providing any Services to a Custom Account, Express Account or Standard Account in accordance with the terms of the Connected Account Agreement. Stripe has a direct contractual relationship with each Connected Account under the Connected Account Agreement and will provide the Services directly to each Connected Account. You acknowledge that Connected Accounts may choose to use Stripe services outside of the Connected Accounts’ relationship with you.

2.2 Amendments to Connected Account Agreement.

For Custom Accounts and Express Accounts, Stripe will notify you if Stripe modifies the relevant Connected Account Agreement. You must notify those Connected Accounts of the modification promptly after you receive the modification notice from Stripe.

2.3 Definitions Applied to Connected Accounts.

Where defined terms are applied to a Connected Account (rather than you) in these terms, the relevant definition will be deemed to reference the Connected Account (e.g., when the term Services is applied to a Connected Account it means the Stripe services that Stripe makes available to the Connected Account under the Connected Account Agreement, and when the term Disputes is applied to a Connected Account it means Disputes that Connected Account incurs).

3. Your Obligations.

3.1 Stripe Connect Services Integration and Use.

You must integrate the Stripe API and use the Stripe Connect Services in accordance with the Documentation and this Agreement. You must use the Stripe Connect Services and Connected Account Data in accordance with Law and your Platform Provider Agreement. You must clearly and prominently disclose all fees (if any) that you may charge to Connected Accounts for the Connected Accounts’ use of your Platform Services and, to the extent charged separately, the Services.

3.2 Connected Accounts and Transactional Risk.

You must ensure that Connected Accounts do not use the Services in breach of the Connected Account Agreement or for any activity that Law or this Agreement prohibits. You must immediately inform Stripe if you become aware that a Connected Account is engaging in any activity that is fraudulent, deceptive or harmful, or in breach of the Connected Account Agreement or this Agreement. You must cooperate with Stripe to reduce the risk of fraud or other misuse of the Services, including by providing relevant information to Stripe.

3.3 Restricted Businesses.

You must ensure that no Connected Account uses the Services to conduct a Restricted Business or transact with a Restricted Business.

3.4 Activity.

A Connected Account may perform Activity, or you may perform Activity on behalf of a Connected Account, depending on how you integrate the Stripe API into your Platform Services. You are responsible for all Activity initiated by you, your representatives, and any individual or entity using your credentials, including your Stripe Account login and password and your Stripe API key. Notwithstanding anything to the contrary in this Agreement, where either Stripe or a Connected Account incurs any losses, damages or costs based on unauthorised Activity initiated by you or on your behalf, as between Stripe and you, you are liable for those losses, damages or costs.

3.5 Your Agreements with Connected Accounts.

Your Platform Provider Agreement must explain how you access and use Connected Account Data, and the Activity that you may conduct on the Connected Accounts’ behalf via the Stripe Connect Services. Your Platform Provider Agreement must also authorise you to perform that Activity, and to share the Connected Account Data with Stripe.

3.6 Limitations.

You must not use the Stripe Connect Services to access any Connected Account Data or conduct any Activity, or attempt to do either, for which the relevant Connected Account has not authorised, or has withdrawn the authorisation.

3.7 Use of Stripe.js.

(This Section 3.7 only applies if you are located in France). You must load the stripe.js JavaScript library from https://js.stripe.com/v2/ or https://js.stripe.com/v3/ on all pages with which any Customer or donor interacts when making a payment to you or a Connected Account. You must also use the stripe.js JavaScript library to tokenise Payment Account Details.

4. Stripe Connected Account Options.

4.1 Platform Account Options.

You may elect to enrol each Platform User as a Standard Account, Express Account or Custom Account.. Depending on your enrolment election, you may (a) assist your Platform Users in creating Stripe accounts or integrating their existing Stripe accounts into your Platform Services; and (b) prepopulate or provide Connected Account Data during the enrolment process. Section 8 of the General Terms applies to all Connected Account Data that you prepopulate or provide to Stripe. Stripe may refuse to create a Stripe account for a Platform User or limit the functionality available to a Platform User until and unless Stripe is satisfied that it has received sufficient information about that Platform User.

4.2 Standard Accounts.

This Section 4.2 only applies to Standard Accounts.

(a) Enrolment. For Standard Accounts, you will have access to certain Connected Account Data. Stripe may require you to collect and provide additional Connected Account Data to validate a Standard Account.

(b) Data; Termination. Standard Accounts are responsible for Connected Account Data they provide directly to Stripe as part of the Standard Account enrolment process. A Standard Account may at any time terminate your ability to conduct Activity on its Stripe account.

4.3 Custom Accounts and Express Accounts.

This Section 4.3 only applies to Custom Accounts and Express Accounts.

(a) Enrolment. You must create and manage the Stripe accounts for Custom Accounts and Express Accounts. You must ensure that Connected Account Data is passed to Stripe according to the Documentation.

(b) Connected Account Agreement for Custom Accounts. You must ensure that each Platform User that you intend to onboard as a Custom Account agrees to the Connected Account Agreement before it uses any Stripe services. At Stripe’s request, you must provide proof as Stripe requires that these agreements have been entered into between the Custom Accounts and Stripe. If Stripe believes that your existing acceptance process does not create a binding agreement between Stripe and each Custom Account, then, upon Stripe’s request, you must modify that process as Stripe requires.

(d) Responsibility for Custom Accounts and Express Accounts. You are responsible and liable to Stripe for all Activity on Custom Accounts and Express Accounts, whether initiated by you or not, including all Transactions, Disputes, Refunds, Reversals, associated fines and any use of the Services in a manner prohibited under this Agreement or the Connected Account Agreement. Stripe may attempt to collect amounts owed from Connected Accounts before Stripe collects these amounts from you. However, you remain jointly and severally liable to Stripe for these amounts, and Stripe may collect these amounts from you in accordance with this Agreement. If Stripe determines that your responsibility for Activity on Custom Accounts and Express Accounts creates an unacceptable risk to Stripe, Stripe may exercise its remedies listed in Section 5.6 of the Stripe Payments Terms.

5. Tax Reporting; Tax Invoicing.

5.1 Tax Information Reports.

Stripe will not file any, and you assume sole responsibility and liability for filing all, Tax Information Reports required to be filed as a result of Services Stripe provides to you under this Agreement or to Connected Accounts under their Connected Account Agreement; but Stripe will file Tax Information Reports with respect to payments made to Standard Accounts.

5.2 Indemnity.

You will indemnify Stripe from all Taxes, and related interest, penalties and fees (excluding any income, franchise or similar taxes payable with respect to the Fees), if any, imposed on Stripe or its Affiliate as a result of (a) your failure to timely file any Tax Information Report under Section 5.1 of these Stripe Connect Terms; or (b) providing Stripe Payments Services to you under this Agreement, or to Connected Accounts under the Connected Account Agreement.

5.3 Tax Forms.

Stripe may have an obligation to provide certain notices or forms to Connected Accounts. You must ensure that your Platform Provider Agreement enables you to receive these notices and forms on the Connected Accounts’ behalf, without Stripe being obliged to directly provide the notices and forms to the Connected Accounts. You must promptly provide these notices and forms to the Connected Accounts in compliance with Law.

5.4 Tax Invoices.

With regard to Standard Accounts, Stripe will issue Tax invoices (if applicable) directly to you under this Agreement, directly to Standard Accounts under their Connected Account Agreement, or to both you and the Standard Accounts. With regard to Custom Accounts and Express Accounts, Stripe will issue Tax invoices (if applicable) directly to you only.

6. Data Use.

Each party may use Connected Account Data in accordance with this Agreement and the consent (if any) each obtains from each Connected Account. This consent includes, as to Stripe, consent it receives via the Connected Account Agreement.

7. Your Liability for Custom Accounts and Express Accounts.

Notwithstanding anything to the contrary in this Agreement, your liability for Custom Accounts and Express Accounts as described in these Stripe Connect Terms, including liability arising out of or relating to your failure to ensure that each Custom Account agreed to the Connected Account Agreement in a legally binding way, is not limited or excluded in any way.

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YuHu Creates Payments Agreement

Stripe Services Agreement — United Kingdom

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General Terms

1. Your Stripe Account.

1.1 Eligibility.

1.2 Business Representative.

1.3 Sole Proprietors.

1.4 Age Requirements.

2. Services and Support.

2.1 Services.

2.2 Services Terms; Order of Precedence.

2.3 Service Modifications and Updates.

2.4 Subcontracting.

2.5 Services Restrictions.

2.6 Beta Services.

2.7 Support.

2.8 Third-Party Services.

3. Information; Your Business.

3.1 User Information.

3.2 Information Retrieved by Stripe.

4. Services Fees; Taxes.

4.1 Services Fees.

4.2 Collection of Fees and Other Amounts.

4.3 Debit Authorisation.

4.4 Taxes.

5. User Bank Accounts; Funds.

5.1 User Bank Accounts; Prohibition on Grant or Assignment.

5.2 Investment of Funds.

5.3 Authorised Payment Services.

5.4 E-Money Services; Using a Third-Party Payment Services Provider.

6. Termination; Suspension; Survival.

6.1 Termination.

6.2 Suspension.

6.3 Survival.

7. Use Rights.

7.1 Use of Services.

7.2 Feedback.

7.3 Marks Usage.

7.4 No Joint Development; Reservation of Rights.

8. Privacy and Data Use.

8.1 Privacy Policies.

8.2 Personal Data.

8.3 Protected Data.

8.4 Stripe Data.

8.5 Data Processing Agreement.

8.6 Use of Fraud Signals.

9. Data Security.

9.1 Controls.

9.2 PCI-DSS.

9.3 Stripe Account Credentials.

9.4 Data Breach.

9.5 Audit Rights.

10. Representations and Warranties.

10.1 Representations and Warranties.

10.2 Scope of Application.

11. Indemnity.

11.1 Stripe IP Infringement.

11.2 User Indemnification.

12. Disclaimer and Limitations on Liability.

12.1 Disclaimer.

12.2 LIMITATIONS ON LIABILITY.

13. Dispute Resolution; Agreement to Arbitrate.

13.1 Governing Law.

13.2 Binding Arbitration.

13.3 Arbitration Procedure.

13.4 Confidentiality.

13.5 Conflict of Rules.

13.6 IP Rights.

14. Modifications to this Agreement.

15. General Provisions.

15.1 Electronic Communications.

15.2 Notices and Communications.

15.3 Legal Process.

15.4 Collection Costs.

15.5 Interpretation.

15.6 Waivers.

15.7 Force Majeure.

15.8 Assignment.