Last modified: August 22, 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 Affiliate, 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 Acquirers for Visa and Mastercard Transactions are Cross River Bank, PNC Bank, N.A. and Wells Fargo Bank, N.A. By using the Stripe Payments Services to submit Visa or Mastercard Transactions, you agree to the Cross River Bank Acquirer Terms, the PNC Bank Acquirer Terms and the Wells Fargo Bank 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 American Express Merchant Operating Guide 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 authorized 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.

(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 dishonored check. 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.

(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 authorization.

(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 any Card Network or any of their services, 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.

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.

3.7 Data Sharing.

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. 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 and its Affiliates process Transactions for you; and (f) if you are collecting authorizations 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.

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 unauthorized use of, or access or modification to, your Stripe Account.

4. Processing Transactions.

4.1 Payment Authorization Requests.

To enable Stripe to process Transactions for you, you authorize 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 authorize, 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 authorized 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 authorized by the Customer, or illegal in your or your Customer’s jurisdiction; (b) you receive a response declining to authorize 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 favor. 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 unauthorized, fraudulent or illegal; or (z) exposes, or is likely to expose, Stripe, you or others to unacceptable risk.

4.2 Pooled Accounts.

You appoint Stripe and Stripe’s Affiliate, SPC, as your agents for the limited purpose of directing, receiving, holding and settling funds under this Agreement. All settlement funds Stripe or, as applicable, SPC receives for Transactions are combined with settlement funds held for other users and credited to Pooled Accounts at one or more Financial Partners. Once Stripe or SPC (as applicable) receives funds for a Transaction on your behalf, the relevant Customer has no further obligation to make payments to you with respect to that Transaction, regardless of whether and when Stripe or SPC (as applicable) settles those funds to you. If Stripe or SPC (as applicable) does not settle funds due to you under this Agreement, you will have recourse only against Stripe or SPC (as applicable) and not the relevant Customer. Stripe will promptly update your Stripe Account balance to reflect processed Transactions. If, in the capacity as your agent, Stripe or its Affiliate provide a receipt for a Transaction to the applicable Customer, that receipt is binding on you. Stripe and its Affiliates (as applicable) may invest funds held in a Pooled Account as described in Section 5.2 of the General Terms. You have no rights to any Pooled Account, or earnings generated by funds held in any Pooled Account, and are not entitled to draw funds from any Pooled Account.

4.3 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.

4.4 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 or SPC 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 and SPC’s obligations (and all applicable Payment Method Provider and Payment Method Acquirer obligations) to settle funds to you.

4.5 Settlement Fees.

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

4.6 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 canceling 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.

4.7 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.

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 60 days 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 authorized 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;

(c) has a negative Stripe Account balance;

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

(e) has experienced an Insolvency Proceeding 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;

(c) establish, fund and use a Reserve;

(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 you owe under this Agreement or other agreements you have with Stripe or its Affiliate, whether the liability is matured, unmatured, liquidated or unliquidated.

5.7 Reserve.

If Stripe establishes a Reserve, Stripe will notify you of the Reserve terms. 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 any Reserve, 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; or

(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 grant Stripe a lien on and security interest in your interest, if any, in (a) all funds owed to you for Transactions (including future Transactions and all funds that Stripe holds on your behalf); and (b) all rights to receive credits and payments under this Agreement. You must execute all documents and provide all authorizations that Stripe reasonably requests for the purpose of creating, perfecting (including filing relevant documents), maintaining and enforcing this lien and security interest, even if the request is made after your Stripe Account balance becomes negative.

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 fulfill 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 fulfillment 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 fulfillment of Customer orders.

9. PCI Standards Compliance.

If you elect to store or hold "Account Data," as defined by 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 by 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 fulfill 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.

Last modified: August 22, 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) a Payout Recipient for any reason; and (b) a Custom Account, Express Account or Standard Account in accordance with the terms of the Connected Account Agreement. Except for Connected Accounts that are Payout Recipients, 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 (excluding Payout Recipients) 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 unauthorized 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 authorize 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 authorized, or has withdrawn the authorization.

4. Stripe Connected Account Options.

4.1 Platform Account Options.

You may elect to enroll each Platform User as a Standard Account, Express Account, Custom Account or Payout Recipient. Depending on your enrollment 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 enrollment 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) Enrollment. 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 enrollment 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) Enrollment. 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.

(c) Stripe Dashboard. Custom Accounts will not have access to a Stripe Dashboard.

(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.

4.4 Payout Recipients.

Stripe may enable you to make payouts to Payout Recipients. For the purpose of these payouts, Stripe does not provide any service directly to the Payout Recipients, and the Payout Recipients do not have a contractual or business relationship with Stripe. To the extent Stripe makes payouts to Payout Recipients, it does so on your behalf. To receive these payouts, Payout Recipients will not enter into a Connected Account Agreement and that concept, as used in these Stripe Connect Terms, will not apply to Connected Accounts that are Payout Recipients. You may be required to complete a Stripe account application for each Payout Recipient and each Payout Recipient is subject to Stripe’s approval.

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.

Last modified: August 22, 2022

1. Stripe Climate.

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

2. Overview.

Stripe conducts research into Climate Projects and purchases carbon removal services. You may make voluntary contributions to Climate Projects through Stripe Climate. Stripe has also created Stripe Climate-related branding, which you may include on your payment pages as long as you comply with Section 7.3 of the General Terms.

3. Opting In and Out.

You must opt in, via the Climate settings page of your Stripe Dashboard, to use Stripe Climate. You may opt out of Stripe Climate, or change or pause your contribution, at any time in the Climate settings page of your Stripe Dashboard.

4. Stripe Climate Funds.

4.1 Stripe Climate Funds Allocation.

Once you opt in, Stripe or its Affiliate may deduct the Stripe Climate Funds from your Stripe Account balance or User Bank Account on a per-Transaction basis, or as an amount aggregated over a period of time, as described in your Stripe Dashboard. Stripe will allocate all Stripe Climate Funds to advance the carbon removal field, through activities such as purchasing metric tons of carbon removal or funding research and development for new carbon removal technologies. Stripe Climate Funds are not refundable.

4.2 Stripe Climate Goals.

As the goal of Stripe Climate is to help advance the field of carbon removal, many Climate Projects and companies funded will be in their early stages and their survival and success in addressing climate issues is not guaranteed. While all Stripe Climate Funds will be used to advance the carbon removal field, the development timelines of many new technologies are long, the resulting impact may not be immediate, and there is always a risk of non-delivery (and non-recovery of paid funds) by the companies from which Stripe purchases carbon removal. Even if they are eventually successful in obtaining results, Climate Projects may take years to produce those results.

4.3 Use of Stripe Climate Funds.

Stripe may choose not to use your Stripe Climate Funds immediately after deducting them from your Stripe Account; rather, Stripe may allocate them after Stripe identifies a Climate Project. Stripe will use reasonable efforts to fund impactful Climate Projects and suggest to you how much to voluntarily allocate to Stripe Climate. However, you must decide whether to voluntarily allocate funds to Stripe Climate, and in what amount. Stripe will regularly inform you about how funds were allocated. Stripe will not apply Stripe Climate Funds toward its own corporate or administrative costs.

4.4 No Carbon Credits.

Because many of the Climate Projects are still in early stages, carbon removal services Stripe purchases may not qualify as carbon credits that you can use for carbon offset purposes.

4.5 Taxes.

The Stripe Climate Funds you allocate may not be eligible for a tax deduction. You should consult with your tax or legal advisor on the local tax treatment of allocated Stripe Climate Funds. Stripe Climate Funds exclude all Taxes, except as the Documentation states to the contrary. If Stripe is required to withhold any Taxes as Section 4.4 of the General Terms describes, Stripe may deduct those Taxes from the Stripe Climate Funds.

Last modified: August 22, 2022

1. Stripe Data Pipeline Services.

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

2. Use of the Stripe Data Pipeline Services.

2.1 You may only use the Stripe Data Pipeline Services in connection with a Data Warehouse account you hold in the United States.

2.2 You must provide Stripe with the correct account ID for your Data Warehouse account

2.3 Restricted Uses.

You must not, and must not enable or allow any other party to, use the Stripe Data Pipeline Services:

(a) to export data to a service that you are not authorized to access; or

(b) for any purpose other than the purpose for which it is provided.

3. Transferred Data.

The Data Warehouse is the custodian of SDP Data, and all rights and obligations related to the SDP Data will be governed by your agreement with the Data Warehouse. Stripe has no control over, and is not responsible for, the SDP Data or any copies of the SDP Data that you or the Data Warehouse makes, including how it is stored, used or disclosed. Upon Stripe’s request, you will cooperate in good faith to promptly resolve any access or other privacy requests a data subject makes.

4. Termination.

Stripe may, by notifying you, immediately suspend or terminate your access to the Stripe Data Pipeline Services if the Data Warehouse stops offering the features or functionality that Stripe uses to provide the Stripe Data Pipeline Services.

Last modified: August 22, 2022

1. Stripe Financial Connections Services.

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

2. Use of the Stripe Financial Connections Services.

2.1 Authorized Purpose and Express Consent UI.

You must submit the Authorized Purpose and Express Consent UI to Stripe at least 14 days before you intend to first collect Connections Data through the submission process Stripe communicates to you. If you wish to change the Authorized Purpose or Express Consent UI, you must provide the updated version to Stripe at least 14 days before you intend for the change to go into effect.

2.2 Express Consents and Record Keeping.

Your Express Consents must be sufficient under Law. You must clearly and conspicuously disclose to each Connections End User the data you are receiving, and the Authorized Purpose to which they are consenting in their Express Consent. During the Term and for at least 24 months after the end of the Term, you must maintain records of each Connections End User’s Express Consent.

2.3 Updates to Express Consents.

(a) If you received an Express Consent from an End User and you later materially change your Authorized Purpose, you must obtain a new Express Consent that covers the updated Authorized Purpose.

(b) If your Authorized Purpose includes your receipt of Connections Data, and you later materially change the scope, purpose, security, sharing or period of storage of that data, you must obtain a new Express Consent before those changes go into effect.

(c) If your Authorized Purpose does not include financial account data that you will collect as part of the Connections Data, you must obtain an updated Express Consent before receiving the additional Connections Data.

2.4 Financial Institution Users.

If you are a Financial Institution, additional conditions apply to your use of the Stripe Financial Connections Services. At least 14 days before accessing these Services, you must disclose to Stripe through the submission process Stripe communicates to you that you are a Financial Institution, and provide all additional information Stripe requests. Stripe will act as your service provider under GLBA for the purpose of accessing and sharing Connections Data with you.

2.5 End User Login Credentials.

You must not request or obtain Connections End User login credentials for a Connections End User’s financial account.

2.6 Marks Usage.

In addition to the license you grant to Stripe in Section 7.3 of the General Terms, you grant to Stripe and its Affiliates a worldwide, non-exclusive, non-transferable, royalty-free license during the Term to (a) use Marks belonging to you or your Affiliates to identify you to the Connections End User as a recipient of the Stripe Financial Connections Services; and (b) sublicense those Marks to Data Sources.

3. Connections Data.

Your obligations under this Section 3 will continue after the Term, and this Section 3 will survive termination of this Agreement.

3.1 Receiving Connections Data.

You may request to receive Connections Data as part of the Stripe Financial Connections Services. However, if you choose to use only the verification services portion of the Financial Connections Services, you will not receive Connections Data. When you stop using Stripe Payments Services, you may request that Stripe provide to you the account and routing number of each Connections End User’s financial account used to process transactions made via the ACH Network as part of your use of Stripe Payments Services.

3.2 Your Service Providers.

You may only share Connections Data with your service providers (a) whose agreement with you imposes on that service provider obligations consistent with those contained in these Stripe Financial Connections Terms and Section 9 of the General Terms; and (b) for the purpose of providing services to you that implement the Authorized Purpose. You are responsible for your service providers’ acts and omissions, including their compliance with this Agreement.

3.3 Using Connections Data.

You must not, and must not enable or allow any third party to:

(a) use a Connections End User’s Connections Data in any way if you have not obtained an appropriate Express Consent from the applicable Connections End User;

(b) sell any Connections Data;

(c) share the Connections Data, including with any third party for use in marketing or for the third party’s marketing purposes; or

(d) use or transfer the Connections Data for fraudulent purposes or otherwise in violation of Law.

3.4 FCRA Compliance.

Stripe is not a consumer reporting agency as defined in the FCRA. Except as Stripe’s authorized representative approves, you must not use any Connections Data (a) in any way as a consumer report; or (b) to generate a consumer report under FCRA.

3.5 Stripe as a Service Provider and Independent Controller.

Stripe, and any third party Stripe engages, will act as your processor (e.g., service provider) for the purposes of facilitating your access to Connections Data. In addition, Stripe will request, through the Stripe Financial Connections Services, consent from Connections End Users for Stripe to separately collect, use, retain, disclose and process Connections Data as an independent controller of that data under the Stripe End User Terms and Stripe’s Privacy Policy.

3.6 Data Breach.

You must notify Stripe immediately if you become aware of any unauthorized (a) access to or loss of Connections Data in your or any of your service providers’ possession or control; and (b) use, disclosure or modification of Connections Data by you or any of your service providers.

3.7 Connections End User Notifications.

If Stripe wishes to send a notice to Connections End Users (e.g., because Stripe believes that Law requires a data subject notification, or because Stripe modifies its legal terms that apply to Connections End Users, including its Privacy Policy), then upon Stripe’s request, you must promptly provide Connections End Users’ contact information (including email addresses) to Stripe.

4. Cooperation and Audit.

Your obligations under this Section 4 will continue after the Term, and this Section 4 will survive termination of this Agreement.

4.1 End User Rights.

If a Connections End User informs you that it seeks to exercise its End User Rights related to the Stripe Financial Connections Services, including by terminating the Stripe End User Terms, you must notify Stripe no later than 5 days after you become aware. You must assist Stripe as necessary in addressing the End User Rights request, including by providing the Connections End User with access to and deleting their Connections Data in your and your service providers’ possession, or control.

4.2 Providing Records to Stripe and Data Sources.

You must provide information that Stripe requests for the purpose of ensuring that you comply with, and use Connections Data in compliance with, these Stripe Financial Connections Terms, the General Terms, Law and any Data Source requirements, including:

(a) Express Consents and other Connections End User records;

(b) information describing how you process Connections Data;

(c) the security procedures and practices you and your service providers implemented to safeguard the Connections Data;

(d) information describing your industry, business activities, licensing and regulatory standing; and

(e) information about complaints or issues that Connections End Users have raised to Stripe or a Data Source.

4.3 Stripe May Provide Data to Data Sources.

To comply with Stripe’s obligations to Data Sources, Stripe may (a) provide the following to Data Sources: (i) your name; (ii) any Connections End User’s name associated with that Data Source; (iii) all Express Consents and related records; (iv) all other information you provided to Stripe under this Section 4; and (b) with your reasonable cooperation, obtain and verify the information required under this Section 4.3 onsite at your premises.

4.4 Responses.

You must respond to Stripe’s requests for information under Section 4.2 of these Stripe Financial Connections Terms no later than 14 days after Stripe’s request. Stripe may suspend or terminate your access to the Stripe Financial Connections Services immediately if you fail to timely provide this information to Stripe.

5. Representation and Warranty.

You represent as of the Effective Date, and warrant at all times during the Term, that (a) each Express Consent complies with your applicable terms of use, your Privacy Policy, Law and this Agreement; and (b) you collect, use, retain, disclose and process each Connections End User’s Connections Data only in compliance with that Connections End User’s Express Consent.

Last modified: August 22, 2022

1. Stripe Identity Services.

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

2. Use of the Stripe Identity Services.

2.1 Permitted Uses.

You may use the Stripe Identity Services only:

(a) to verify the identity of Verifiable Individuals to the extent necessary to satisfy your compliance obligations under Law;

(b) to prevent fraud as related to your goods and services;

(c) to prevent misuse of your goods and services;

(d) to improve the safety or security of your business, operations and services; and

(e) in compliance with the Stripe Identity Permitted Businesses list.

2.2 Restricted Uses.

You must not, and must not enable or allow any other party to:

(a) modify the Stripe Identity Services in any way, including by changing

(i) the branding, appearance or user experience of the Stripe Identity Services; or (ii) the manner or language used to obtain consent from Verifiable Individuals;

(b) represent or imply that Stripe is acting as your agent or appointed by you for the purpose of conducting or meeting your Due Diligence Requirements;

(c) disclose the Stripe Data you receive in connection with the Stripe Identity Services to any third party, except as Law requires;

(d) use the Stripe Identity Services, any Stripe Data you receive in connection with the Stripe Identity Services, or any Verification Data to create or support a product that competes with the Stripe Identity Services;

(e) use the Stripe Identity Services, the Stripe Data you receive in connection with the Stripe Identity Services, or Verification Data in a manner that would violate any Law;

(f) reuse, sell, rent, transfer, make available, or communicate orally or through other means the Stripe Data you receive in connection with the Stripe Identity Services (including as the term “sell” is defined in the CCPA); or

(g) use the Stripe Identity Services to verify the identity of an individual who is under the age of 16 (and, if verifying the identity of an individual in Brazil aged 16 or 17, you must ensure that the individual’s parent or guardian has consented to and assisted in the access and use of the Stripe Identity Services in accordance with Law).

2.3 Further Obligations.

(a) If Law requires, you must provide each individual with an alternative method of verification that does not involve processing any biometric information.

(b) If an individual does not consent to Selfie Verification, you may use the Stripe Verification Services to offer an alternative method of verification that does not use Selfie Verification.

(c) If an individual does not consent to you using the Stripe Identity Services, then Stripe is not obligated to perform the Stripe Identity Services and you are solely responsible for providing an alternative means of verifying that individual.

2.4 Other Services.

The onboarding process for the Stripe Identity Services does not entitle you to use other Stripe services. If you wish to use other Stripe services, Stripe may require you to complete a separate onboarding process.

3. Use of Data.

3.1 Stripe’s Use of Verification Data.

Verification Data is Protected Data for purposes of this Agreement. As part of the Stripe Identity Services, unless the Stripe Identity Services Documentation specifies otherwise, or you instruct Stripe not to do so, Stripe may generate and provide to you verification results and Optical Character Recognition (OCR) results from any documents submitted through the Stripe Identity Services, which results are Stripe Data for the purposes of this Agreement.

3.2 Your Use of Verification Data and Stripe Data.

You may use the Stripe Data that Stripe makes available to you in connection with the Stripe Identity Services solely for the underlying purpose you disclosed to Stripe when you were onboarded to use the Stripe Identity Services. You may use Verification Data solely for the purposes described in your agreements with Verifiable Individuals.

4. Representations and Warranties; Disclaimers.

4.1 No Warranty.

Stripe does not represent or warrant that the Stripe Identity Services will enable you to fulfill your obligations under Law, including with respect to Due Diligence Requirements. You are solely responsible for complying with Law, including with respect to Due Diligence Requirements.

4.2 Disclaimer.

(a) Stripe does not guarantee that the Stripe Identity Services will detect or prevent all fraudulent activities or correctly verify the identity of any individual.

(b) Stripe makes no representation or warranty that the Stripe Identity Services will enable you to comply with Law, and you remain solely responsible for ensuring that you meet your legal obligations.

(c) You are responsible and liable for your actions and decisions in connection with the Stripe Identity Services, including your decisions to enter, or not enter, into business relationships with any persons.

(d) Stripe and its Affiliates are not liable for any losses, damages, or costs that you suffer in connection with any fraudulent activities that the Stripe Identity Services did not detect or prevent.

(e) Stripe and its Affiliates are not liable for any losses, damages, or costs caused by your failure to meet any of your Due Diligence Requirements, or by the Stripe Identity Services failing to correctly verify the identity of any individual.

5. Privacy and Data Protection

5.1 Disclosing Your Privacy Policy

In connection with each verification request that is submitted to the Stripe Identity Services, you must use the Stripe API to provide to Stripe a link to the version of your online Privacy Policy that applies to the Verifiable Individual.

5.2 Requirements for Your Privacy Policy.

If you receive access to any Verification Data as part of the Stripe Identity Services, your Privacy Policy must, at a minimum:

(a) state that you and Stripe are each independent controllers of Verification Data, and that Stripe will process Verification Data in accordance with Stripe’s Privacy Policy and these Stripe Identity Terms, in addition to acting as a service provider to you;

(b) state the process through which Verifiable Individuals can submit data subject requests (including data deletion and data access) to you, and provide your contact information for this purpose;

(c) state the ways in which you will use Verification Data, including, if Law requires, whether you will sell or disclose Verification Data (including as the term “sell” is defined in the CCPA);

(d) if Law requires, (i) state the alternative verification methods that you make available to individuals who do not consent to be verified by the Stripe Identity Services; (ii) state that using the Stripe Identity Services may include transmitting Verification Data outside of your jurisdiction, including to the United States; and (iii) state that Verification Data may be submitted to third-party service providers, including Governmental Authorities, for the purpose of verifying the identity of the Verifiable Individual; and

(e) include all other information Law requires you to include.

5.3 Minimum Requirements.

If you do not receive access to any Verification Data as part of the Stripe Identity Services, your Privacy Policy must, at a minimum, satisfy the requirements of Section 5.2(a), (b) and (d) of these Stripe Identity Terms.

5.4 No Inconsistent Terms.

Your Privacy Policy must not contain any terms that contradict Stripe’s or any Stripe service provider’s rights to use Verification Data for the purposes described in these Stripe Identity Terms or as otherwise authorized by the Verifiable Individual (e.g., through consent screens provided through the Stripe Identity Services).

5.5 Stripe may Notify or Obtain Consent.

Depending upon your implementation of the Stripe Identity Services, Stripe may provide notice to or obtain consent from Verifiable Individuals as described in the Stripe Identity Services Documentation for the purpose of enabling Stripe to provide the Stripe Identity Services.

5.6 Your Obligation to Obtain Consent.

Where Stripe does not obtain consent from the Verifiable Individual under Section 5.5 of these Stripe Identity Terms, you must obtain the Verifiable Individual’s consent as the Stripe Identity FAQ Template describes. You must obtain all consents from Verifiable Individuals that are required for your use of Verification Data. If you use Stripe Identity Services in conjunction with other Services, you must obtain all consents that are required to allow you to collect and share Verification Data with Stripe, and allow Stripe to use that data as this Agreement describes.

5.7 Security Controls.

You must implement and maintain safeguards and security controls that are reasonable for the size, nature and maturity of your business and industry to protect Verification Data and Stripe Data against unauthorized access, use and disclosure. If you fail to do so, in addition to all other remedies available to Stripe, Stripe may suspend or restrict your access to the Stripe Identity Services and Verification Data.

5.8 Assistance to Notify.

If Stripe is required to send a data subject notification to any Verifiable Individuals related to your use of the Stripe Identity Services, including a data breach or required notice about a Stripe Privacy Policy update, you must assist Stripe in notifying Verifiable Individuals, including by emailing those Verifiable Individuals on Stripe’s behalf and as Stripe directs.

6. Audit.

6.1 Obligation to Provide Information.

You must provide information that Stripe requests for the purpose of ensuring that you comply with this Agreement, including information verifying:

(a) that your use of the Stripe Identity Services complies with these Stripe Identity Terms and Law;

(b) that your receipt and use of the Stripe Data and Verification Data complies with these Stripe Identity Terms and Law;

(c) that you have not modified the Stripe Identity Services without Stripe’s consent;

(d) your industry, business activities, licensing and regulatory standing; and

(e) your purpose for using the Stripe Identity Services.

6.2 Obligation to Respond Promptly.

You must respond to Stripe’s requests for information promptly, but no later than 14 days after Stripe’s request. Stripe may suspend or terminate your access to the Stripe Identity Services immediately if you fail to provide information Stripe requests under this Section 6.

7. Retention and Deletion of Data.

7.1 Data Stripe Stores on Your Behalf.

(a) You instruct Stripe to store on your behalf a copy of Verification Data for a period of 3 years following verification, or a shorter period as you may instruct according to the Stripe Identity Services Documentation. You are responsible for (i) determining how long Law requires you to store copies of Verification Data; and (ii) storing (either yourself or through Stripe) the Verification Data for the time period Law requires.

(b) Upon termination of these Stripe Identity Terms, Stripe may delete copies of Verification Data that Stripe has stored on your behalf.

7.2 Data Stripe Stores for its Own Purposes.

Notwithstanding Section 7.1 of these Stripe Identity Terms, Stripe may retain a copy of Verification Data as long as Law permits.

8. Representation and Warranty.

You represent as of the Effective Date, and warrant at all times during the Term, that you do not use the Stripe Identity Services for any “permissible purpose” under (and as defined in) the FCRA, or in a manner that would violate the GLBA, the United States Driver's Privacy Protection Act, the United States Health Insurance Portability and Accountability Act, or other substantially similar Law.

Last modified: August 22, 2022

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

1. Relationship to Issuing Bank Terms.

When you use the Stripe Issuing Services, you agree to the applicable Issuing Bank Terms listed in Section 2.1 of these Stripe Issuing Accountholder Terms. To the extent that there is a conflict between the Issuing Bank Terms and this Agreement, the Issuing Bank Terms will prevail.

2. Overview of Stripe Issuing Programs.

2.1 Available Programs.

The Issuing Banks provide the following Stripe Issuing Programs:

• Stripe Issuing Program: Spend Card

  • Description: A commercial credit card secured by an Asset Account.
  • Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card

• Stripe Issuing Program: Treasury Spend Card

  • Description: A commercial credit card secured by an Asset Account, coupled with the Stripe Treasury Services.
  • Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card

2.2 Structure of Stripe Issuing Programs.

The Issuing Banks provide and Stripe manages the Stripe Issuing Programs. Stripe, as each Issuing Bank’s program manager, performs certain activities in connection with the Stripe Issuing Programs, including processing applications for Stripe Issuing Accounts and performing onboarding services, servicing Stripe Issuing Accounts, sending communications and providing disclosures and Stripe Issuing Account information. Each Issuing Bank issues Cards and Stripe Issuing Accounts under the applicable Issuing Bank Terms.

2.3 Approval and Providing Information.

You must not use the Stripe Issuing Services until Stripe and the applicable Issuing Bank approve your application. As a condition of their approval, Stripe or the Issuing Bank may require you to provide User Information and information about your activities and intended use of the Stripe Issuing Services. This information may be separate from or in addition to information you may have previously provided to Stripe in connection with other Services. You must provide all additional financial and other information Stripe or the applicable Issuing Bank requests from time to time.

After Stripe and the applicable Issuing Bank approve your application, Stripe will provide you with access to a Stripe Issuing Account, and you may participate in the Stripe Issuing Program.

2.4 Appointment of Stripe Issuing Administrator.

You may appoint a Stripe Issuing Administrator to administer the Stripe Issuing Program on your behalf (e.g., managing how Card Authorized Users use Cards). You must ensure that the Stripe Issuing Administrator complies with this Agreement and the applicable Issuing Bank Terms. You are responsible for the Stripe Issuing Administrator’s acts and omissions in connection with the Stripe Issuing Program.

3. Relationship with Card Authorized Users.

3.1 Card Authorized User Terms.

You must provide the Card Authorized User Terms to your Card Authorized Users. You must maintain records of your Card Authorized User’s acceptance of the Card Authorized User Terms for at least 2 years. In the agreement between you and your Card Authorized Users, you must specify that the Card Authorized User's use of the Stripe Issuing Program or Stripe Issuing Account is on your behalf. You must ensure that Card Authorized Users comply with these Stripe Issuing Accountholder Terms and the Card Authorized User Terms. You are responsible for your Card Authorized Users’ acts and omissions, including their use of Cards. You may only impose liability on Card Authorized Users in connection with the Stripe Issuing Program as Law allows.

3.2 Inquiries.

Stripe (or, if applicable, your Stripe Connect Platform) will manage all inquiries from Card Authorized Users regarding the Stripe Issuing Services, including inquiries related to the use of Cards, and lost, damaged, or stolen Cards.

3.3 Issuing Complaint Handling.

You must submit each Issuing Complaint (other than an Issuing Complaint made by Card Authorized Users who are your employees) within 3 business days after you receive the Issuing Complaint, to your Stripe Connect Platform or, if you do not have one, to issuing-complaints@stripe.com. You must address and resolve all Issuing Complaints made by Card Authorized Users who are your employees.

4. Card Design and Orders.

4.1 Card Designs.

You may request specific Card designs for Cards issued to you or Card Authorized Users. You must provide all proposed Card designs and disclosures to Stripe for review and approval using the process Stripe requires. Stripe will review Card design and disclosure proposals for compliance with this Agreement, Issuing Bank requirements, the Card Network Rules, Law and Stripe reputational considerations. If Stripe does not approve a proposed Card design or disclosure, Stripe will recommend modifications that, if made, will meet these requirements. You must resubmit the modified Card design or disclosure to Stripe for approval using the same process.

4.2 Card Orders.

You may order Cards through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). At your, or, if applicable, your Stripe Connect Platform’s, expense, Stripe will procure and ship (a) Cards based on the information contained in the applicable Card order to the address specified in that Card order; and (b) replacements for Cards reported as lost, stolen or damaged. Risk of loss for Cards passes to the recipient (you or your Stripe Connect Platform) when Stripe ships the Card to the address specified in the order.

4.3 Card Ownership; Limitations.

The applicable Issuing Bank owns each Card. If Stripe requests that you or a Card Authorized User return a Card, then you must return, or ensure that the Card Authorized User returns, that Card promptly to Stripe or the Issuing Bank as Stripe instructs. Stripe or the applicable Issuing Bank may cancel, repossess or restrict the use of Cards at any time according to the Issuing Bank Terms.

4.4 User Material.

You represent as of the date you submit User Materials for a Card to Stripe for review, and warrant at all times during the Term, that you have the necessary rights in the User Materials to use (and grant Stripe the rights to use) the User Materials on the Cards and other materials related to the Stripe Issuing Program. You grant to Stripe and its Affiliates a worldwide, non-exclusive, royalty-free license to use the User Materials on Cards and applicable Stripe Issuing Program materials. You also grant to Stripe and its Affiliates the right to sublicense these rights to third parties that Stripe engages to create Cards and applicable Stripe Issuing Program materials.

5. Activation and Limitations on Cards.

5.1 Activation.

You must activate a Card prior to use of that Card, through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). All Cards issued to you are linked to your Stripe Issuing Account. Once a Card is activated, Card Authorized Users may use Cards to initiate Card Transactions on your behalf.

5.2 Limits and Available Spend.

The Issuing Bank will establish restrictions on the use of your Stripe Issuing Account and Cards based on funds held in your Asset Account and the Issuing Bank’s underwriting criteria. Stripe will notify you of the current restrictions when you are approved for a Stripe Issuing Account through your Stripe Dashboard (or, if applicable, through your Stripe Connect Platform). You may establish restrictions related to the Cards in accordance with the Issuing Bank Terms (e.g., on the dollar amount of individual Card Transactions, and the types of merchants with which your Cards may be used). Each of the Issuing Bank and Stripe may prevent Cards from functioning outside of the United States of America. You must communicate all applicable restrictions to your Card Authorized Users.

6. Card Security.

6.1 Securing Cards and Account Data.

You and your Card Authorized Users are responsible for securing Cards and Card Account Data. When stored or processed digitally, you must use appropriate organizational and technical measures to secure Cards and Card Account Data in your and your Card Authorized Users’ possession or control, including through the use of industry-standard encryption. You must monitor any suspicious or unauthorized activities and fraud on your Stripe Issuing Account and each Card.

6.2 Unauthorized Transactions.

As between you and Stripe, you are responsible for Card Transactions, and fees and penalties Stripe incurs resulting from any Card Authorized User’s failure to (a) exercise reasonable care in safeguarding Cards from loss or theft; or (b) promptly report loss or theft, including fraud. Additionally, to the extent Law permits, if you or a Card Authorized User allows another party to use the Card or Card Account Data for any purpose or if an unauthorized person uses a Card or Card Account Data, you will be liable for that use, including all losses, damages and costs arising out of or relating to that use. To the extent Law permits, Stripe is not liable for any losses, damages or costs to you or your Card Authorized Users arising out of or relating to (y) unauthorized access to or use of a Card or your Stripe Issuing Account; or (z) your failure to use or implement anti-fraud measures, security controls or any other data security measures.

7. Card Disputes.

7.1 Card Disputes.

You must first contact the merchant to resolve a Card Dispute. If you are unable to resolve the Card Dispute with the merchant, then you may dispute the Card Transaction through your Stripe Dashboard (or, if applicable, to your Stripe Connect Platform). The disputed Card Transaction is subject to the Card Network Rules and Law regarding chargebacks and you may not be able to successfully chargeback the Card Transaction.

7.2 Reporting Unauthorized Transactions and Disputes.

You (or, if applicable, your Stripe Connect Platform) must report all (a) unauthorized Card Transactions (including fraud) to Stripe immediately; and (b) erroneous Card Transactions and other Card Disputes to Stripe within 60 days (or any longer period Law prescribes) after the Card Transaction posts to your Stripe Issuing Account. You must notify Stripe of all Card Disputes, including erroneous and unauthorized Card Transactions, through your Stripe Dashboard (or, if applicable, to your Stripe Connect Platform). Stripe will review the information you submit according to Law. If Stripe determines that the Card Dispute is valid or the Card Transaction was erroneous or unauthorized, Stripe will credit the amount of the applicable Card Transaction back to your Stripe Issuing Account. If Stripe fully or partially credits the amount of any Card Transaction to your Stripe Issuing Account, you transfer to Stripe all claims (excluding tort claims) that you may have against the merchant for the Card Transaction.

8. Ability to Decline to Authorize a Card Transaction.

In addition to Stripe’s rights under Section 9 of these Stripe Issuing Accountholder Terms, Stripe or an Issuing Bank may (a) reverse or decline to authorize a Card Transaction at a prohibited or restricted merchant or a merchant operating a Restricted Business; and (b) reverse or decline to authorize a Card Transaction and suspend a Card if Stripe reasonably suspects fraud. Neither Stripe nor the Issuing Bank are responsible for losses, damages or costs you incur arising out of or relating to declined or reversed Card Transactions.

9. Default; Termination.

9.1 Default.

You are in default under these Stripe Issuing Accountholder Terms if (a) you violate Law, or breach these Stripe Issuing Accountholder Terms, the Issuing Bank Terms, or the Card Network Rules; (b) you fail to pay any amounts you owe to Stripe or the applicable Issuing Bank in connection with the Stripe Issuing Program; (c) you initiate a Card Transaction that would exceed or violate a limit established for your use of the Stripe Issuing Program; (d) you are the subject of an Insolvency Proceeding; (e) Stripe or the applicable Issuing Bank determines that you provided inaccurate information in your application, or that you have failed to keep this information current; or (f) Stripe or the applicable Issuing Bank determines that you pose an unacceptable regulatory, reputational or financial risk.

9.2 Stripe’s Right to Suspend or Terminate.

If you are in default under these Stripe Issuing Accountholder Terms, Stripe may (a) suspend or terminate your Stripe Issuing Account or any or all Cards; (b) declare any amounts you owe to Stripe or the applicable Issuing Bank immediately due and payable; (c) refuse to authorize any Card Transactions; (d) reverse any Card Transactions; (e) terminate these Stripe Issuing Accountholder Terms; and (f) take any other action Stripe deems necessary. In addition, Stripe may suspend or terminate your Stripe Issuing Account or any Cards if the applicable Issuing Bank directs Stripe to do so.

9.3 Reactivating after Suspension.

If Stripe suspends your Stripe Issuing Account or a Card, Stripe may require you to pay amounts you owe to Stripe or the Issuing Bank before reactivating your Stripe Issuing Account or that Card.

9.4 Right of Setoff.

Stripe, for itself and on behalf of each Issuing Bank, may set off any amounts you owe to Stripe or the applicable Issuing Bank in connection with your participation in the Stripe Issuing Program against other funds that Stripe or the Issuing Bank holds or processes on your behalf.

10. Closing Your Stripe Issuing Account.

You may close your Stripe Issuing Account or any Card by notifying Stripe (or, if applicable, your Stripe Connect Platform).

11. Data Protection.

11.1 Data Protection.

You represent as of the Effective Date, and warrant at all times during the Term, that you have and maintain all necessary rights and consents under Law to provide to Stripe and the applicable Issuing Bank, and to allow Stripe and the applicable Issuing Bank to collect, use, retain and disclose, all Personal Data that you provide to Stripe or any Issuing Bank or authorize Stripe and any Issuing Bank to collect, including data that Stripe may collect directly from Card Authorized Users. You are solely responsible for disclosing to Card Authorized Users that Stripe may receive Personal Data from you. Stripe may delete or disconnect a Card Authorized User’s Personal Data from your Stripe Issuing Account when Law or the Card Network Rules require. If Stripe becomes aware of an unauthorized acquisition, disclosure or loss of Personal Data on Stripe’s systems, Stripe will notify you if Law allows.

11.2 Your Use of Card Account Data.

You must only use Card Account Data for your internal business purposes and to fulfill your obligations under this Agreement.

11.3 Stripe’s Use of Card Account Data on behalf of Issuing Bank.

Stripe may process, use and disclose Card Account Data for the purposes identified in the Issuing Bank Terms.

Last modified: August 22, 2022

1. Stripe Issuing Services.

These terms (“Stripe Issuing Platform Terms”) supplement the General Terms and the Stripe Connect Terms, and govern your participation in the Stripe Issuing Programs as a Stripe Connect Platform. If you receive Cards and otherwise participate in the Stripe Issuing Programs as a Stripe Issuing Accountholder, the Stripe Issuing Accountholder Terms apply.

2. Overview.

2.1 Available Programs.

The Issuing Banks provide the following Stripe Issuing Programs:

• Stripe Issuing Program: Spend Card

  • Description: A commercial credit card secured by an Asset Account.
  • Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card

• Stripe Issuing Program: Treasury Spend Card

  • Description: A commercial credit card secured by an Asset Account, coupled with the Stripe Treasury Services.
  • Issuing Bank Terms: Celtic Bank Issuing Bank Accountholder Terms: Spend Card

2.2 Program.

You and Stripe will jointly establish a program through which eligible Connected Accounts may access a Stripe Issuing Program. You must offer the Stripe Issuing Program only to eligible Connected Accounts for their business purposes.

3. Approvals and Onboarding.

3.1 Approvals.

(a) Platform Approval. Stripe and the applicable Issuing Bank must approve your use of the Stripe Issuing Platform Services. As a condition of their approval, Stripe or the Issuing Bank may require you to provide User Information, and information about your activities and intended use of the Stripe Issuing Platform Services. This information may be separate from or in addition to information you previously provided to Stripe in connection with other Services. You must provide information related to your use of the Stripe Issuing Program that Stripe or the applicable Issuing Bank request from time to time.

(b) Connected Account Approval. Stripe and the applicable Issuing Bank must approve each Connected Account before it can become a Stripe Issuing Accountholder.

3.2 Onboarding and Account Management.

Depending on how you implement the Stripe Issuing Program, you may need to choose whether you or Stripe will host the Stripe Issuing Accountholder onboarding process, and whether you or Stripe will host Stripe Issuing Accountholder account management and access to the Stripe Issuing Services.

(a) Onboarding.

(i) User-Hosted Onboarding. If you choose to host onboarding, you must configure the Stripe API to meet the requirements stated in Section 3.3 of these Stripe Issuing Platform Terms.

(ii) Stripe-Hosted Onboarding. If you choose Stripe-hosted onboarding, you must integrate with the applicable Stripe API according to the Documentation and this Agreement in a manner that permits Stripe to host the onboarding process for new Stripe Issuing Accountholders.

(b) Account Management.

(i) User-Hosted Account Management. If you choose to host account management, you must provide Stripe Issuing Accountholders access through the Stripe API to the Stripe Issuing Services described in the Stripe Issuing Accountholder Terms, including Card creation, Card Authorized User designation and account management services. Stripe will make information, including Card Account Data, available for you to pass to Stripe Issuing Accountholders. You must not alter or delete this information, and you must pass all of this information to the Stripe Issuing Accountholders.

(ii) Stripe-Hosted Account Management. If you choose to use Stripe-hosted account management, you will not be responsible for the accuracy or completeness of information that Stripe makes available to Stripe Issuing Accountholders as part of the Stripe Issuing Services.

3.3 User-Hosted Onboarding Requirements.

If you choose to host onboarding, you must ensure that your onboarding process complies with this Section 3.3.

(a) Stripe Issuing Accountholder Application. Stripe will make available to you an approved electronic application form for Stripe Issuing Accountholders. You must make this form available to Connected Accounts that wish to use the Stripe Issuing Services. Each Connected Account must submit in its application all information necessary for Stripe and the Issuing Bank to (i) verify the Connected Account’s identity; (ii) confirm that the Connected Account is not engaged in a Restricted Business; and (iii) generally confirm the Connected Account’s eligibility to use the Stripe Issuing Services. After it receives a completed application, the applicable Issuing Bank will determine whether the Connected Account is approved as a Stripe Issuing Accountholder.

(b) Stripe Issuing Accountholder Terms. You must (i) present the Stripe Issuing Accountholder Terms and applicable Issuing Bank Terms to each Connected Account before that Connected Account submits its accountholder application; and (ii) ensure that each Connected Account agrees to the Stripe Issuing Accountholder Terms and applicable Issuing Bank Terms.

(c) Acceptance Records. You must maintain a record of each Connected Account’s acceptance of the Stripe Issuing Accountholder Terms in a retrievable and examinable format. At Stripe’s request, you must provide proof as Stripe requires that these terms have been entered into by the Connected Accounts. If Stripe believes that your existing acceptance process does not (i) create a binding agreement between Stripe or the Issuing Bank, as applicable, and each Connected Account; or (ii) comply with the applicable Issuing Bank’s requirements, then, upon Stripe’s request, you must modify that process as Stripe and the Issuing Bank (as applicable) require.

(d) Card Authorized User Terms. Approved Stripe Issuing Accountholders may designate Card Authorized Users to make Card Transactions on their behalf. You must ensure that each Card Authorized User agrees to the Card Authorized User Terms. You must maintain a record of each Card Authorized User’s acceptance of the Card Authorized User Terms in a retrievable and examinable format. At Stripe’s request, you must provide proof as Stripe requires that these terms have been entered into by Card Authorized Users. If Stripe believes that your existing acceptance process does not (a) create a binding agreement between the Stripe Issuing Accountholder and each Card Authorized User; or (b) comply with the applicable Issuing Bank’s requirements, then, upon Stripe’s request, you must modify that process as Stripe and the Issuing Bank (as applicable) require.

(e) Data Use Disclosure. You must disclose to all prospective Stripe Issuing Accountholders and prospective Card Authorized Users that you may provide Card Account Data to Stripe and the applicable Issuing Bank, and that Stripe and the applicable Issuing Bank may receive or collect Card Account Data. You must ensure that each prospective Stripe Issuing Accountholder consents to Stripe’s Privacy Policy and the applicable Issuing Bank’s Privacy Policy as part of the onboarding process.

(f) No User Modifications. You must not modify or supplement any provision of the Stripe Issuing Accountholder Terms, Issuing Bank Terms or Card Authorized User Terms without Stripe’s approval.

3.4 Stripe Issuing Program Territory.

You must not offer, market or make the Stripe Issuing Program available to Connected Accounts located outside of the Stripe Issuing Program Territory. You must ensure that no Stripe Issuing Accountholder is located outside of the Stripe Issuing Program Territory.

4. Stripe Issuing Accountholder Terms and Stripe Issuing Accountholder Fees.

4.1 Updates to Stripe Issuing Accountholder Terms.

Stripe may modify the Stripe Issuing Accountholder Terms, and each Issuing Bank may modify the applicable Issuing Bank Terms, at any time. Stripe will notify you if Stripe modifies the Stripe Issuing Accountholder Terms or an Issuing Bank modifies the applicable Issuing Bank Terms. You must notify your Stripe Issuing Accountholders of the modification promptly after you receive the modification notice from Stripe. If any Stripe Issuing Accountholder does not agree to the updated Stripe Issuing Accountholder Terms or Issuing Bank Terms, you must immediately stop making the Stripe Issuing Services available to that Stripe Issuing Accountholder.

4.2 Stripe Issuing Accountholder Fees.

You are liable to Stripe for fees you and your Stripe Issuing Accountholders incur, but you may pass those fees onto the applicable Stripe Issuing Accountholders. Stripe, on behalf of the applicable Issuing Bank, may review the fees you charge your Stripe Issuing Accountholders in connection with the Stripe Issuing Services to determine whether the fees comply with that Issuing Bank’s requirements, the Card Network Rules and Law. If Stripe determines the fees do not comply, you must immediately modify the fees as Stripe directs.

4.3 Amounts Owed.

If Stripe is ultimately able to collect from a Stripe Issuing Accountholder the amounts that you paid to Stripe related to that Stripe Issuing Accountholder’s Card Transactions, Stripe will refund to you the amount Stripe collected from that Stripe Issuing Accountholder.

5. Cards; Card Orders.

5.1 Card Design.

You may request specific Card designs for Cards issued to Stripe Issuing Accountholders. Stripe Issuing Accountholders may also request specific Card designs in addition to your design, as the Stripe Issuing Accountholder Terms describe. You must submit all Card designs and disclosures you and the Stripe Issuing Accountholders propose to Stripe for review and approval using the process Stripe requires. Stripe will review Card design and disclosures proposals for compliance with this Agreement, Issuing Bank requirements, the Card Network Rules, Law and Stripe reputational considerations. If Stripe does not approve a proposed Card design or disclosure, Stripe will recommend modifications that, if made, will meet these requirements. You must resubmit the modified design or disclosure to Stripe for approval using the same process.

5.2 Card Orders.

You may order Cards on behalf of Stripe Issuing Accountholders through your Stripe Dashboard or the Stripe API. At your expense, Stripe will procure and ship (a) Cards based on the information contained in each Card order to the address specified in that Card order; and (b) replacements for Cards reported as lost, stolen or damaged. Risk of loss for Cards passes to the recipient (you or the Stripe Issuing Accountholder) when Stripe ships the Card to the address specified in the order.

5.3 Card Ownership; Limitations.

The applicable Issuing Bank owns each Card. If Stripe requests that you or a Stripe Issuing Accountholder return a Card, then you must return, or ensure that the Stripe Issuing Accountholder returns, that Card promptly to Stripe or the applicable Issuing Bank as Stripe instructs. Stripe or the applicable Issuing Bank may cancel, repossess or restrict the use of Cards at any time, and may decline to authorize or reverse any Card Transaction, according to the Issuing Bank Terms.

5.4 Card Account Data Security.

If you process, access, store, or retrieve Card Account Data from your Stripe Dashboard or Stripe API, you must ensure that the Card Account Data is secured in accordance with this Agreement, including Sections 9.4 and 10 of these Stripe Issuing Platform Terms.

5.5 User Materials.

You represent as of the date you submit User Materials for a Card to Stripe for review, and warrant at all times during the Term, that you have the necessary rights in and to the User Materials to use (and grant Stripe the rights to use) the User Materials on the Cards and other materials related to the Stripe Issuing Programs. You grant to Stripe and its Affiliates a worldwide, non-exclusive, royalty-free license during the Term to use the User Materials on Cards and applicable Stripe Issuing Program materials. You also grant to Stripe and its Affiliates the right to sublicense these rights to third parties that Stripe engages to create Cards and applicable Stripe Issuing Program materials.

6. Use of Stripe Issuing Services.

6.1 Opening an Account.

Stripe and the Issuing Bank may use all information that you provide to Stripe about a Connected Account to (a) determine the Connected Account’s eligibility to be a Stripe Issuing Accountholder; (b) administer the Stripe Issuing Programs; and (c) monitor each Stripe Issuing Accountholder’s Principal Owners, Stripe Issuing Administrators, Card Authorized Users, representatives, and individuals with significant responsibility for management, including executives and senior managers, for the purpose of meeting Stripe’s and the applicable Issuing Bank’s respective obligations under Law. Stripe or an Issuing Bank may reject any Connected Account application for, and terminate any Stripe Issuing Accountholder’s access to, the Stripe Issuing Services immediately if any Connected Account, Stripe Issuing Accountholder, or any Principal Owner, Stripe Issuing Administrator, Card Authorized User, representative, or individual with significant responsibility for management is or becomes a High-Risk Person.

6.2 Card Authorized User Servicing.

You must provide all support to, and handle all inquiries from, Stripe Issuing Accountholders and Card Authorized Users, including regarding Card usage, and lost, damaged or stolen Cards. You must provide this support according to the Stripe Issuing Program Guidelines. Unless Stripe agrees otherwise, you must not outsource your support obligations to any third party. On a monthly basis, using a process Stripe communicates to you, you must provide to Stripe a report of Issuing Complaints that you received and handled during the prior month.

6.3 Stripe Issuing Accountholder Spend; Payment Terms.

The Stripe Issuing Accountholder Terms and applicable Issuing Bank Terms contain the terms governing spending limits, available spend, and payment or repayment in connection with the Stripe Issuing Programs. Depending on which Stripe Issuing Program you choose, Stripe Issuing Accountholders may be required to hold an Asset Account to support Card spend. The Stripe Issuing Accountholder Terms and the applicable Issuing Bank Terms contain the terms governing these accounts and funds.

7. Issuing Banks.

7.1 Relationships with Issuing Banks.

As between the parties, Stripe, either directly or through its Affiliate, SPC, is responsible for all aspects of establishing and managing its relationships with Issuing Banks. Stripe and SPC rely on the applicable Issuing Bank to enable Stripe and SPC to provide the Stripe Issuing Services. Stripe may add or remove Issuing Banks at any time. Stripe will notify you in advance of an Issuing Bank change that will affect the Stripe Issuing Services.

7.2 Changes to the Stripe Issuing Services.

If Stripe or an Issuing Bank requires a change to all or part of the Stripe Issuing Services, you must implement that change promptly and as Stripe or the Issuing Bank directs. You must comply with, and you must ensure that each Stripe Issuing Accountholder implements and complies with, the change.

8. Compliance and Marketing.

8.1 General.

You must:

(a) comply with Laws with respect to your marketing activities, including Laws governing your use of Personal Data related to those marketing activities;

(b) comply with, and ensure all Stripe Issuing Accountholders comply with, the Stripe Issuing Program Guidelines;

(c) ensure that all Stripe Issuing Accountholders comply with the Stripe Issuing Accountholder Terms and applicable Issuing Bank Terms, and access and use the Stripe Issuing Services according to Law and the Card Network Rules;

(d) ensure that all Card Authorized Users comply with the Card Authorized User Terms;

(e) not, and must ensure that Stripe Issuing Accountholders and Card Authorized Users do not, take or fail to take any action that could cause Stripe or any Issuing Bank to violate Law or any Card Network Rules; and

(f) ensure that Stripe Issuing Accountholders and Card Authorized Users use the Stripe Issuing Services for business purposes only.

8.2 Compliance Program.

You must establish, maintain, and act according to a compliance program that enables and ensures that (a) you and each Stripe Issuing Accountholder complies with Law, the Card Network Rules, and the Stripe Issuing Program Guidelines; and (b) you comply with this Agreement.

8.3 Marketing.

Stripe must approve all marketing materials that you wish to use in connection with the Stripe Issuing Services. Stripe may provide template marketing materials to you, which you may use without further Stripe approval as long as the template marketing materials are not materially modified. You must submit all proposed marketing materials to Stripe using a process Stripe communicates to you.

9. Data Use.

9.1 Protected Data.

Card Account Data is Protected Data for purposes of this Agreement.

9.2 Additional Data Restrictions.

You must not use any Stripe Data in any manner that could subject Stripe to the FCRA or any claim of unfair or illegal decision making.

9.3 Data Use.

(a) Stripe’s Data Use. As between Stripe and a Stripe Issuing Accountholder, Stripe’s rights to use Protected Data generated by the Stripe Issuing Programs are governed by the Stripe Issuing Accountholder Terms.

(b) Your Data Use. You may process, use, and disclose Card Account Data for only the following purposes: (i) in connection with your use of the Stripe Issuing Platform Services; (ii) to provide Stripe Issuing Accountholders access to the Stripe Issuing Services; (iii) in connection with your own fraud prevention and loss mitigation activities; (iv) to fulfill your obligations to Stripe or an Issuing Bank; and (v) to comply with Law and the Card Network Rules. Without limiting the previous sentence, you must not sell, rent, transfer, make available or communicate orally or through other means any Card Account Data to a third party for monetary or other valuable consideration.

(c) Data Collection. You must obtain and maintain all necessary rights and consents under Law to provide the User Information that you provide to Stripe and the applicable Issuing Bank about each of your (i) Principal Owners and employees, contractors and agents; and (ii) Connected Accounts, Stripe Issuing Accountholders and Card Authorized Users.

9.4 Securing Cards and Account Data.

You must secure Cards and Card Account Data in your possession or control, and you must ensure that your Stripe Issuing Accountholders secure Cards and Card Account Data in their possession or control. When stored or processed digitally, you must use appropriate organizational and technical measures to secure the Cards and Card Account Data in your possession or control, including through industry-standard encryption. You must monitor, and you must ensure that your Stripe Issuing Accountholders monitor, suspicious and unauthorized activities and fraud on each Stripe Issuing Accountholder’s Stripe Issuing Account and each Card.

9.5 Unauthorized Transactions.

As between Stripe and you, you are responsible for Card Transactions made by your Stripe Issuing Accountholders, and all fees and penalties incurred resulting from any Stripe Issuing Accountholder or Card Authorized User’s failure to (a) exercise reasonable care in safeguarding Cards from loss or theft; or (b) promptly report loss or theft, including fraud. Additionally, to the extent Law permits, if you, a Stripe Issuing Accountholder or a Card Authorized User allows another party to use the Card or Card Account Data for any purpose, or if an unauthorized person uses a Card or Card Account Data, you are responsible for that use, including all losses, damages and costs arising out of or relating to that use.

10. Representations and Warranties; PCI Compliance.

You represent as of the Effective Date, and warrant at all times during the Term, that you and your service providers that store, access or transmit Card Account Data comply with the PCI Standards. Upon Stripe’s request, you must verify that your implementation of the Stripe Issuing Program complies with the PCI Standards and promptly provide the most recent assessment results to Stripe.

11. Indemnification.

You will indemnify the Stripe Parties against all Stripe Losses arising out of or relating to (a) the Stripe Issuing Accountholders’ and Card Authorized Users’ use of the Stripe Issuing Services, including any Stripe Issuing Accountholder’s or Card Authorized User’s act or omission related to the Stripe Issuing Services; and (b) all Card Disputes.

12. Termination.

These Stripe Issuing Platform Terms automatically terminate if the Stripe Connect Terms terminate for any reason.

Last modified: August 22, 2022

1. Stripe Radar Services.

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

2. Stripe Radar Services On by Default.

The Stripe Radar Services may be enabled by default. If you do not wish to use these Services, you must contact Stripe to disable them.

3. Permitted Use.

You may use the Stripe Radar Services and Stripe Radar Data only to help detect and block actual or potential fraud and unauthorized Transactions, in each case in connection with the Services.

4. Services Restrictions.

You must not, and must not enable or allow any third party to:

(a) use the Stripe Radar Services or Stripe Radar Data as a factor in determining any person’s eligibility for credit, insurance, housing or employment, or in any way that would cause Stripe to be a “consumer reporting agency” or cause the Stripe Radar Data to constitute a “consumer report,” each as described in the FCRA;

(b) sell, rent, transfer, make available, or communicate orally or through other means Stripe Radar Data (including as the term “sell” is defined in the CCPA);

(c) disclose (except as Law requires), download or store Stripe Radar Data;

(d) use the Stripe Radar Services or Stripe Radar Data to directly or indirectly develop or otherwise make available on a commercial basis any security or fraud detection product or service;

(e) use the Stripe Radar Services or Stripe Radar Data to discriminate based on race, gender, or other protected characteristics, or take any “adverse action” as that term is described in the FCRA; or

(f) use the Stripe Radar Services or Stripe Radar Data to evaluate transactions not processed through the Services.

5. Responsibility for Decisions and Disclaimers.

5.1 Responsibility for Decisions.

(a) You are solely responsible for your use of the Stripe Radar Services and Stripe Radar Data, as well as the decisions you make and the actions you take in connection with the Stripe Radar Services and Stripe Radar Data.

(b) You are solely responsible for choosing which rules (default or custom) you use with the Stripe Radar Services. Your choice to input and use additional rules with the Stripe Radar Services may result in longer settlement times for applicable Transactions. Without further notice to you, Stripe may make general or specific changes to the rules that may alter the Stripe Radar Services.

5.2 Disclaimers.

(a) Each Radar Score is based on data available to the Stripe Radar Services at the time it is generated, and the Radar Score does not auto-update to reflect any subsequent changes to data that was used to generate that Radar Score.

(b) The Stripe Radar Services use data from transactions processed through the Stripe services, which may include your Transactions.

(c) The Stripe Radar Data does not constitute legal or compliance advice, or advice as to whether you should proceed with a transaction with another person.

(d) Stripe is not liable for any losses, damages, or costs arising out of or relating to (i) fraudulent Transactions and other fraudulent activity; (ii) non-fraudulent transactions that may be blocked by the Stripe Radar Services; or (iii) the accuracy (or inaccuracy) of the Radar Scores, and any actions that you or Stripe may take based on the Radar Scores.

6. Additional Terms Regarding Personal Data and Compliance.

6.1 Privacy Disclosures.

In providing the Stripe Radar Services, Stripe collects, uses and may make available to other Stripe users information regarding device characteristics and customer activity indicators that may help Stripe users detect and block actual or potential fraud. You affirm that your Privacy Policy fully discloses to Customers these types of data collection and use, including sharing this data with Stripe and Stripe using this data. More information is available under the topic “Advanced Fraud Protection” in the Documentation and in Stripe's Privacy Policy.

6.2 Example Disclosure.

You may choose to add the following to your Privacy Policy if it does not already include a disclosure to this effect:

“We use Stripe for payment, analytics, and other business services. Stripe collects transaction and personally identifying information, which it analyzes and uses to operate and improve the services it provides to us, including for fraud detection. You can learn more about Stripe and read its privacy policy here.”

6.3 Requests for Compliance Information.

Within 14 days after Stripe’s request, you will provide information and documentation that Stripe requests for the purpose of ensuring your compliance with these Stripe Radar Terms. Stripe may suspend or terminate your access to the Stripe Radar Services immediately upon notice to you if you fail to provide information or documentation Stripe requests under this Section 6.3.

7. Stripe Radar Data.

Stripe Radar Data is Stripe Data for the purposes of this Agreement. You will promptly delete or destroy all Stripe Radar Data in your possession or control that you received in connection with the Stripe Radar Services (a) upon termination of these Stripe Radar Terms; and (b) at any time upon Stripe’s request. However, in each case, you may retain copies of that Stripe Radar Data to the extent Law requires, as long as you use that data only to comply with Law.

Last modified: August 22, 2022

1. Stripe Tax Services.

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

2. Permitted Use.

You may use the Stripe Tax Services only in conjunction with the Stripe Payments Services.

3. Information Used by the Stripe Tax Services.

You acknowledge that the Stripe Tax Services rely on the accuracy of information you and Governmental Authorities provide to Stripe. You should validate all of this information, as inaccurate information may cause the Stripe Tax Services to generate inaccurate Stripe Tax Data.

4. Limitations on Reporting.

You may receive Stripe Tax Data through the Stripe Tax Services that is based on Stripe’s interpretations of federal, state, local and foreign Law. You must validate that Stripe’s interpretations are appropriate for your circumstances.

5. No Tax Advice.

The Stripe Tax Services do not constitute tax advice or tax filing or reporting assistance.

6. Disclaimer.

You remain fully responsible for, and Stripe disclaims all liability with respect to:

(a) your fulfilment of your obligations under Law, including with respect to Taxes;

(b) the accuracy of the Tax calculations the Stripe Tax Services generate, and your obligation to pay any fine, penalty or other sanction imposed by a Governmental Authority as a result of these Tax calculations; and

(c) your action, or failure to act, as a result of any directions or recommendations you receive related to the Stripe Tax Services.

7. Stripe Tax Data.

Stripe Tax Data is Stripe Data for purposes of this Agreement. You are responsible for retaining copies of Stripe Tax Data for the time period Law requires.

Last modified: August 22, 2022

1. Stripe Terminal Services.

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

2. Stripe Terminal Software; Stripe Terminal Documentation.

2.1 Terminal Device Software.

Certain Stripe Terminal Products require the Terminal Device Software to be installed on them to function. By using the Stripe Terminal Products, you agree to be bound by the Terminal Device EULA, which governs your use of the Terminal Device Software.

2.2 Use of Terminal SDK.

If you access the Stripe Terminal Services using the Terminal SDK, then you must not, and must not enable or allow any third party to:

(a) use the Terminal SDK in any way other than for the purpose for which it was provided and in compliance with the Stripe Terminal Documentation and this Agreement;

(b) remove, obscure, modify or otherwise tamper with notices (including trademark, copyright and other proprietary notices) or legends contained in the Terminal SDK;

(c) use the Terminal SDK other than in conjunction with the Stripe Terminal Products and Stripe Terminal Services; or

(d) use the Terminal SDK in any way that would subject it, or any part of it, to license terms that seek to require any Stripe Terminal Product, Stripe Terminal Documentation, Service, or any Stripe IP Right to be licensed to (or shared with) any third party in source code form, with rights to make derivative works, or with rights to redistribute at no charge.

2.3 Updates to Terminal Device Software.

You must keep the Terminal Device Software up to date by installing Updates as the Terminal Device EULA requires.

2.4 Stripe Terminal Documentation.

References to Documentation in this Agreement will be read as references to Stripe Terminal Documentation, with respect to the Stripe Terminal Services, Stripe Terminal Software and Stripe Terminal Products.

3. Use of the Stripe Terminal Services.

3.1 General.

You may only use the Stripe Terminal Services in compliance with the Terminal Purchase Terms, if applicable, and this Agreement.

3.2 Payment Account Details.

You must, to the extent Law requires, obtain a Customer’s consent before you collect, use, retain or disclose the Customer’s Payment Account Details in connection with your use of the Stripe Terminal Services. Upon Stripe’s request, you must promptly provide evidence of those consents to Stripe.

3.3 Disclaimer for “Offline” Mode.

To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates for losses, damages or costs arising out of or relating to the use of a Stripe Terminal Product with intermittent, limited or no internet connectivity (referred to as “offline” mode), including a failure to successfully complete a Transaction (for example, the Customer swipes a payment card while the Stripe Terminal Product is in “offline” mode, the Customer departs the place where the Stripe Terminal Product is located with his or her payment card, and afterward an error processing the attempted Transaction occurs, or the Transaction is declined for any reason, when the Stripe Terminal Product is taken out of “offline” mode).

Last modified: August 22, 20222

1. Stripe Terminal Services.

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

2. Stripe Terminal Software; Stripe Terminal Documentation.

2.1 Terminal Device Software.

Certain Stripe Terminal Products require the Terminal Device Software to be installed on them to function. By using the Stripe Terminal Products, you agree to be bound by the Terminal Device EULA, which governs your use of the Terminal Device Software.

2.2 Use of Terminal SDK.

If you access the Stripe Terminal Services using the Terminal SDK, then you must not, and must not enable or allow any third party to:

(a) use the Terminal SDK in any way other than for the purpose for which it was provided and in compliance with the Stripe Terminal Documentation and this Agreement;

(b) remove, obscure, modify or otherwise tamper with notices (including trademark, copyright and other proprietary notices) or legends contained in the Terminal SDK;

(c) use the Terminal SDK other than in conjunction with the Stripe Terminal Products and Stripe Terminal Services; or

(d) use the Terminal SDK in any way that would subject it, or any part of it, to license terms that seek to require any Stripe Terminal Product, Stripe Terminal Documentation, Service, or any Stripe IP Right to be licensed to (or shared with) any third party in source code form, with rights to make derivative works, or with rights to redistribute at no charge.

2.3 Updates to Terminal Device Software.

You must keep the Terminal Device Software up to date by installing Updates as the Terminal Device EULA requires.

2.4 Updates to Stripe Terminal Software for Custom Accounts and Express Accounts.

This Section 2.4 applies if you have Custom Accounts or Express Accounts. Stripe, or the licensor of the Stripe Terminal Software, may from time to time make available Updates to the Stripe Terminal Software. An Update is mandatory unless Stripe designates it as optional or discretionary. Stripe will notify you of each mandatory Update that it does not push to your Custom Accounts and Express Accounts. Upon receipt of an Update notice from Stripe, you must immediately notify your Custom Accounts and Express Accounts that use the Stripe Terminal Services (a) of the Update; (b) whether the Update is mandatory, optional or discretionary; (c) if the Update is mandatory, the deadline for installing the Update; and (d) that they may not be able to continue using the Stripe Terminal Services if they do not install the mandatory Update by the deadline. You must ensure that your Custom Accounts and Express Accounts install each mandatory Update by the date or within the time period stated in the notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of Stripe’s notice.

2.5 Stripe Terminal Documentation.

References to Documentation in this Agreement will be read as references to Stripe Terminal Documentation, with respect to the Stripe Terminal Services, Stripe Terminal Software and Stripe Terminal Products.

3. Use of the Stripe Terminal Services.

3.1 General.

You may only use the Stripe Terminal Services in compliance with the Terminal Purchase Terms, if applicable, and this Agreement.

3.2 Payment Account Details.

You must, to the extent Law requires, obtain a Customer’s consent before you collect, use, retain or disclose the Customer’s Payment Account Details in connection with your use of the Stripe Terminal Services. Upon Stripe’s request, you must promptly provide evidence of those consents to Stripe.

3.3 Disclaimer for “Offline” Mode.

To the maximum extent permitted by Law, the Stripe Parties will not be liable to you, your Affiliates or your Connected Accounts for losses, damages or costs arising out of relating to the use of a Stripe Terminal Product with intermittent, limited or no internet connectivity (referred to as “offline” mode), including a failure to successfully complete a Transaction (for example, the Customer swipes a payment card while the Stripe Terminal Product is in “offline” mode, the Customer departs the place where the Stripe Terminal Product is located with his or her payment card, and afterward an error processing the attempted Transaction occurs, or the Transaction is declined for any reason, when the Stripe Terminal Product is taken out of “offline” mode).

4. Termination.

These Stripe Terminal Terms automatically terminate if the Stripe Connect Terms terminate for any reason.

Last modified: August 22, 2022

1. Stripe Treasury Services.

These terms (“Stripe Treasury Accountholder Terms”) supplement the General Terms and govern your use of the Stripe Treasury Services as a Stripe Treasury Accountholder. If you are a Stripe Connect Platform using the Stripe Treasury Services for your own business purposes, these Stripe Treasury Accountholder Terms apply to you as a Stripe Treasury Accountholder, and references to “Stripe Connect Platform” in these terms are also references to you.

2. Use of the Stripe Treasury Services.

2.1 Scope.

Stripe Treasury Services are money transmission services, and SPC is a licensed money transmitter and registered money services business, as defined under the Treasury Regulatory Requirements. You must reside in the Stripe Treasury Territory to use the Stripe Treasury Services. Your Stripe Connect Platform will provide you access to the Stripe Treasury Services (if applicable). Subject to the Treasury Regulatory Requirements and these Stripe Treasury Accountholder Terms, you and your Authorized Users will be able to (a) add funds to your Financial Account via ACH, wire transfer and other supported funding methods; and (b) transfer funds from your Financial Account to any account able to receive ACH or wire transfers at any financial institution.

2.2. Acknowledgments.

You acknowledge that:

(a) SPC and its Affiliates are not banks;

(b) the Financial Account is a virtual prepaid account and is not a demand deposit (checking) account, savings account, or other asset or bank account with SPC, an Affiliate of SPC, a Treasury Bank or an Affiliate of a Treasury Bank;

(c) SPC will act as your agent with respect to the Financial Account;

(d) SPC will select the Treasury Bank through which your Financial Account is created;

(e) SPC makes no representation about the sufficiency of the capitalization of the Treasury Bank where your funds are held;

(f) SPC may appoint Stripe as its agent or service provider to exercise its rights and perform its obligations under these Stripe Treasury Accountholder Terms, other than with respect to money transmission services; and

(g) your use of the Stripe Treasury Services may be subject to additional terms specific to your Stripe Connect Platform, which your Stripe Connect Platform will provide at the time you request access to the Stripe Treasury Services.

3 ACH Access.

Under the Nacha Operating Rules, you are the Originator of the Entries you originate via your Financial Account. You must (a) obtain the consent of each of your payors and payees in compliance with the Nacha Operating Rules before originating an Entry over the ACH Network to debit or credit their account; and (b) maintain the security and integrity of all information you collect in the course of making an Entry. SPC may suspend your access to the ACH Network if you originate an Entry that results in a dispute or unauthorized Financial Account Transaction.

4. Custodial Account; FDIC Insurance.

SPC will hold the funds represented in the Financial Accounts in Custodial Accounts and will have control over those funds. Despite Section 5.2 of the General Terms, SPC and its Affiliates will not invest funds held in the Custodial Accounts, except as contemplated under Section 8.6 of these Stripe Treasury Accountholder Terms. Funds in the Custodial Accounts are expected to be eligible for pass-through FDIC Insurance, up to the then-current per depositor limit. FDIC Insurance coverage is contingent on determinations FDIC makes at the time the Treasury Bank goes into receivership or other form of insolvency. The FDIC Insurance per depositor limit applies to the aggregate of all funds that you have on deposit with the relevant Treasury Bank as beneficial owner, including all funds in another account with the Treasury Bank. FDIC Insurance applies only to funds that have settled in a Financial Account and does not apply to funds that are provisionally credited to a Financial Account or that are pending but not yet settled.

5. Set Up and Operation of the Financial Account

5.1. Identity Verification.

You must provide all information that SPC, your Stripe Connect Platform and the Treasury Bank require to open a Financial Account or add an Authorized User to a Financial Account, including:

(a) your full name and address;

(b) a government-issued identification number, such as a social security number (SSN) or taxpayer identification number (TIN); and

(c) if you are an individual, your date of birth.

5.2 Representation and Warranty.

You represent as of the date you provide the information, and warrant at all times during the Term, that all information that you provide or make available to SPC and your Stripe Connect Platform in connection with your Financial Account (including all information pertaining to your country of citizenship, residence, principal place of business, and legal and tax status) is accurate and complete. You must promptly notify your Stripe Connect Platform of each change to that information. You represent as of the date you request to open a Financial Account, and warrant at all times during the Term, that, if you are an individual opening the Financial Account for a business that is a sole proprietorship, you are the sole owner of that business.

5.3 Authority to Conduct Checks.

You authorize SPC, your Stripe Connect Platform and the Treasury Bank to obtain information about you from their service providers and other third parties, including credit reporting agencies and information bureaus. If required, you must authorize and direct these third parties to compile and provide this information to SPC or the Treasury Bank, as applicable. You agree that this information may include your name, addresses, credit history and other data (including Personal Data) about you, your representatives and your owners.

5.4 Remedies for SPC.

SPC may restrict or close your Financial Account if it or your Stripe Connect Platform is unable to obtain information about or related to you to satisfy Know Your Customer (KYC) and customer identification requirements.

5.5 Not Subject to Sanctions.

By opening a Financial Account, you represent as of the date you request the Stripe Treasury Services, and warrant at all times during the Term, that neither you nor any beneficial owner of your Financial Account is designated under or covered by any sanctions program administered or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control.

6. Tax Reporting.

6.1 Obligation to Provide Form W-9.

You must provide a Form W-9 certifying your tax identification number to SPC when interest starts accruing (or if Stripe requests, upon opening the Financial Account), to enable SPC to report any interest income paid on your funds held in the Custodial Account and allocated to your Financial Account. SPC will not accept a Form W-8 in lieu of a Form W-9.

6.2 Withholding by SPC.

If you are subject to backup withholding or if the IRS notifies SPC or a Treasury Bank that the Treasury Bank does not have a correct tax identification number for you, then SPC may cooperate with the Treasury Bank and withhold and remit to the IRS a percentage of any interest paid and allocated to your Financial Account. Amounts withheld are reported to the IRS as federal tax withheld and will be noted on your IRS Form 1099.

6.3 Responsibility for Tax Reporting.

You are responsible for (a) determining your tax liability related to your Financial Account; and (b) reporting and remitting in a timely manner all taxes due to the appropriate tax authority. SPC or the Treasury Bank will disclose to the relevant tax authorities all income derived from the funds held on your behalf in the Custodial Account (if any) if the Treasury Regulatory Requirements require.

6.4 Obligation to Inform.

You must promptly notify your Stripe Connect Platform of all changes related to your tax affairs, and provide all information that it or SPC requests to comply with the Treasury Regulatory Requirements.

6.5 Obligation to Provide Information.

You must assist SPC and your Stripe Connect Platform by providing records and other information as the Treasury Bank may request.

7. Authorized Users.

7.1 Instructions from Stripe Connect Platform.

You authorize SPC to accept instructions from your Stripe Connect Platform with respect to Financial Account Transactions, manage your Financial Account and take other action on your Financial Account. You must provide your Stripe Connect Platform with all information regarding your Authorized Users, any agent appointed under an applicable power of attorney, and the electronic credentials (such as logins) for your Financial Account, and you must immediately provide your Stripe Connect Platform with updated information if that information changes. You must notify your Stripe Connect Platform at least 5 business days before making any change to (a) your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation); or (b) your Authorized Users.

7.2 Agents.

If you choose to appoint an agent under a power of attorney to manage the Financial Account, the power of attorney must be in a form acceptable to your Stripe Connect Platform and SPC. SPC and your Stripe Connect Platform may rely on a copy of the power of attorney and are not required to confirm its validity.

7.3 Instructions.

If SPC chooses to comply with an instruction that your Stripe Connect Platform transmits, SPC may impose any condition, including requiring that you provide SPC with a surety bond or put in place an indemnity agreement in a form that is satisfactory to SPC. SPC may refuse to comply with an instruction from your Stripe Connect Platform if SPC believes that:

(a) the instruction is fraudulent or you did not authorize it;

(b) there are multiple or conflicting instructions;

(c) your Authorized User or agent is exceeding their authority in giving the instruction; or

(d) complying with the instruction may expose SPC or its Affiliates to liability.

8. Operating Your Financial Account.

8.1 Denomination.

Your Financial Account is denominated in U.S. Dollars only. Financial Account Transactions in other currencies are not permitted.

8.2 Accessing Your Financial Account.

You may access your Financial Account and the Stripe Treasury Services through the Stripe Treasury Dashboard, and by any other means your Stripe Connect Platform makes available to you. You may use the Stripe Treasury Dashboard to view your Stripe Treasury Account Information and conduct Financial Account Transactions, including adding funds to your Financial Account, transferring funds, and making payments from your Financial Account to third parties. If you use other Services made available to you in connection with your Financial Account or the Stripe Treasury Dashboard, as applicable, additional terms may apply to those Services. You must use the Stripe Treasury Dashboard only in compliance with the documentation that your Stripe Connect Platform makes available to you.

8.3 Account Security.

You must keep your account credentials and the devices on which you access your Financial Account secure and confidential at all times. You must notify SPC immediately at treasury-support@stripe.com if there has been any actual or suspected unauthorized access to your credentials. In addition to being responsible for Financial Account Transactions conducted on your Financial Account, you are responsible for all losses, damages and costs that SPC and its Affiliates suffer as a result of your delay in notifying SPC of the unauthorized access.

8.4 Representations and Warranties.

You represent on the date you first use the Stripe Treasury Services, and warrant at all times during the Term, that:

(a) you are engaged in a commercial business enterprise organized and operating in the Stripe Treasury Territory;

(b) you reside in the Stripe Treasury Territory;

(c) you do not use the Financial Account to send or receive a payment to or from any bank account or any wire transfer provider located outside the Stripe Treasury Territory;

(d) you comply with all Treasury Regulatory Requirements in connection with your use of the Stripe Treasury Services;

(e) no funds transferred into your Financial Account are proceeds from any criminal activity; and

(f) you do not use the Stripe Treasury Services to enable any individual or entity (including you) to benefit from any Restricted Business.

8.5 Authorization to Share Information.

Unless the Treasury Regulatory Requirements or Stripe’s Privacy Policy prohibits SPC from doing so, you authorize SPC and its Affiliates to share information about you, your Financial Account, and Financial Account Transactions, with your Stripe Connect Platform and other third parties, including the Treasury Bank:

(a) to open the Financial Account and complete Financial Account Transactions;

(b) in connection with investigating any claim you initiate;

(c) to comply with Law applicable to Stripe, the Treasury Bank or your Stripe Connect Platform; and

(d) to comply with an arbitration order.

8.6 Interest.

(a) No Interest Unless Advised. Unless your Stripe Connect Platform advises you otherwise, you will not earn interest on funds in your Financial Account.

(b) Allocation of Interest. If SPC establishes an interest-bearing Custodial Account and your Stripe Connect Platform informs you that your Financial Account will bear interest, then SPC will allocate accrued interest under that Custodial Account in the proportion that your average daily balance during the preceding month bears to the average daily balance of all funds that are held in that Custodial Account over the same time period and calculated on the same basis. SPC will allocate interest to your Financial Account only in whole cents. Any fractional amount of the interest amount that would otherwise be credited to your Financial Account that is less than half of one cent will be rounded down and that fractional amount will be carried over to the following month. Any fractional amount of the funds equal to half of one cent or more will be rounded up and that fractional amount will be carried forward as negative accrual to the following month.

8.7 Legal Process.

You authorize SPC to comply with each Legal Process relating to you or your Financial Account that SPC or your Stripe Connect Platform receives, without needing to determine whether that Legal Process was validly issued or is enforceable. If a Hold is in effect, SPC will continue to charge all applicable fees, even though your Financial Account cannot be closed. SPC may charge you a fee for, and recover SPC’s costs incurred in, complying with each Legal Process. If the Treasury Regulatory Requirements permit, SPC will deduct those fees and costs from your Available Treasury Balance.

8.8 Abandoned Property.

If the Treasury Regulatory Requirements presume you have abandoned your Financial Account, then SPC will turn over the Available Treasury Balance (excluding funds subject to pending debit Financial Account Transactions or Holds) to the appropriate Governmental Authority in the Stripe Treasury Territory according to the Treasury Regulatory Requirements. You must follow the procedures that the Governmental Authority specifies to obtain your funds.

9. Transactions on Your Financial Account.

9.1 Available Treasury Balance.

Solely for the purpose of determining whether funds are available to be transferred or paid out of your Financial Account, the Available Treasury Balance is (a) increased by the amount of any pending provisionally credited Financial Account Transactions (excluding pending returns) in your Financial Account; and (b) decreased by the amount of Holds on funds in your Financial Account. You can view your Available Treasury Balance on the Stripe Treasury Dashboard.

9.2 Adding Funds to Your Financial Account.

(a) How to Add Funds. You may add funds to your Financial Account by a Financial Account Transaction (such as a direct deposit or an electronic transfer from an external account you own), wire transfer, or from another account at a Treasury Bank.

(b) Agency. You authorize SPC to act as your agent with regard to processing and collecting your Financial Account Transactions. SPC may endorse any credit Financial Account Transaction you present to be added to your Financial Account. If there is a qualified endorsement on a credit Financial Account Transaction, SPC may place your unqualified endorsement on the credit Financial Account Transaction.

(c) No Obligation to Notify. SPC is not obligated to notify you promptly after funds are added into your Financial Account. You can confirm via the Stripe Treasury Dashboard whether SPC has received a Financial Account Transaction that adds funds to your Financial Account.

9.3 Transfers from your Financial Account.

By initiating a transfer from your Financial Account via the Stripe Treasury Dashboard, you authorize your Stripe Connect Platform to instruct SPC to make the Financial Account Transaction you specify. SPC may deduct the amount of each transfer that your Stripe Connect Platform initiates or approves from your Available Treasury Balance, even if the transfer has not yet been completed. SPC may refuse any transfer (a) by any method that SPC does not specifically permit for your Financial Account; or (b) that does not include all information SPC or the Treasury Bank requires.

9.4 Funds Availability.

(a) Cut-Off Times. SPC establishes Cut-Off Times for various Financial Account Transactions. Your Stripe Connect Platform will provide those Cut-Off Times to you through the Stripe Treasury Dashboard or otherwise in writing. SPC may change the Cut-Off Time from time to time. Any change to the Cut-Off Time will be effective immediately and without notice to you. You may contact your Stripe Connect Platform at any time to verify the Cut-Off Time.

(b) Relevance of Cut-Off Times. Subject to Section 9.4(c) of these Stripe Treasury Accountholder Terms, funds from ACH, wire transfer or a transfer from an account with the Treasury Bank that SPC receives from your Stripe Connect Platform before the Cut-Off Time will be available in your Financial Account on that business day. SPC must receive requests that you make via the Stripe Treasury Dashboard to transfer funds from your Financial Account before the Cut-Off Time in order to initiate the transfer on the same business day. If SPC receives a transfer request on or after the Cut-Off Time or on a day that is not a business day, SCP will generally initiate the transfer on the next business day.

(c) Right to Hold Transfers. SPC may Hold funds transferred to your Financial Account by ACH, wire transfer or a transfer from a Financial Account with the Treasury Bank if SPC has reasonable cause to doubt collectability, is concerned about potential fraud, including for new Financial Accounts or large transfers of funds, or is concerned about compliance with the Treasury Regulatory Requirements. SPC may place a Hold for more than your Available Treasury Balance.

9.5 Account Numbers.

SPC and any other person involved in the Financial Account Transaction may rely on the routing number and account number that you provide when giving a transfer instruction. If the transfer instruction gives both a routing number or account number and a name, and the name identifies a different person from the account owner identified by the number, SPC and any other person that handles the instruction may still rely exclusively on the number.

9.6 Processing Order.

SPC will process your Financial Account Transactions on each business day in the following order:

(a) first, transfers to your Financial Account that SPC receives from your Stripe Connect Platform before the Cut-Off Time will be processed in the order in which SPC receives them, but any amounts credited to your Financial Account are provisionally credited until those funds clear; and

(b) second, transfers from your Financial Account (e.g., other Financial Account Transactions resulting in deducting funds from your Financial Account) that SPC receives by the Cut-Off Time will be processed in the order in which SPC receives them.

Reversals of provisional credits may occur at any time during this process. SPC may use a different processing order if the Treasury Regulatory Requirements require.

9.7 No Overdrafts.

There is no overdraft feature associated with your Financial Account. If your Available Treasury Balance is not sufficient to pay for each Financial Account Transaction in the order in which it is processed, SPC may return or reject the Financial Account Transaction, or SPC may permit the Financial Account Transaction to proceed, in which case your Financial Account may become overdrawn. SPC does not impose a fee when it returns or rejects a Financial Account Transaction for which there are insufficient funds. However, third parties may impose a fee or other charge (such as penalty interest) for dishonored or late payments, and you are solely responsible for those fees and charges.

9.8 Use of Provisional Funds.

All Financial Account Transactions credited to your Financial Account are provisionally credited subject to final settlement. If SPC permits you to transfer funds from your Financial Account before final settlement has been made for any provisionally credited Financial Account Transaction, and final settlement is not made, then you will be liable to SPC for the amount of the drawn provisional credit, collection costs, attorneys’ fees, and all other losses, damages or costs that SPC incurs in allowing the Financial Account Transaction to proceed. SPC has the right to (a) charge your Financial Account; (b) obtain a refund from you; and (c) charge back any provisionally credited Financial Account Transaction. Except to the extent caused by SPC’s gross negligence or willful misconduct, SPC will not be liable for any losses, damages or costs resulting from any reversal of credit or return of any Financial Account Transactions.

9.9 Your Right to Stop Payment.

If you wish to stop any scheduled or preauthorized transfer from your Financial Account, then you must give your Stripe Connect Platform instructions to do so in time for the Stripe Connect Platform to instruct SPC at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made. If you scheduled or preauthorized the transfer via the Stripe Treasury Dashboard, then you may change or cancel the transfer via the Stripe Treasury Dashboard at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made.

9.10 SPC’s Right to Refuse.

To the extent the Treasury Regulatory Requirements do not prohibit the actions listed in this Section 9.10, SPC may refuse to complete any Financial Account Transaction, including:

(a) if your Financial Account has insufficient funds to cover a Financial Account Transaction;

(b) if SPC is unable to verify ownership of or other information about your Financial Account, or the individual or entity to or from whom the funds will be transferred;

(c) to protect the security of your Financial Account and SPC’s systems; or

(d) if the Financial Account Transaction would violate these Stripe Treasury Accountholder Terms or the Treasury Regulatory Requirements.

9.11 Financial Account Transaction Limitations.

There are limits on the number and value of Financial Account Transactions that you may make from your Financial Account, which are described on the Stripe Treasury Dashboard or otherwise disclosed by SPC or your Stripe Connect Platform. SPC may allow Financial Account Transactions that exceed applicable limits, or temporarily reduce your limits from time to time without notice (unless the Treasury Regulatory Requirements require otherwise). SPC or your Stripe Connect Platform may change the limits at any time.

9.12 Reviewing Your Financial Account Transactions.

(a) Obligation to Review. You must review your Financial Account history and each Financial Account Transaction as soon as possible. If you believe that there is an error or discrepancy in a Financial Transaction, you must notify your Stripe Connect Platform promptly, and no later than 30 days after your Stripe Connect Platform makes the Financial Account history available to you (or, if applicable, a longer period stated in the Treasury Regulatory Requirements). If you believe an unauthorized Financial Account Transaction has been made on your Financial Account, then you must immediately notify your Stripe Connect Platform, and in any case within 1 day after you become aware. If SPC or your Stripe Connect Platform requests, you must submit a written statement with details about the unauthorized Financial Account Transaction. If you fail to notify your Stripe Connect Platform as required under this Section 9.12(a), or your Stripe Connect Platform does not notify SPC in a timely manner, then losses, damages, or costs you suffer as a result of the unauthorized Financial Account Transaction may not be recoverable, or recovery may be more time consuming or difficult.

(b) Assistance in Investigations. You must assist SPC and your Stripe Connect Platform in the investigation and related prosecution of claims for unauthorized Financial Account Transactions by completing the appropriate statements and reports that SPC or your Stripe Connect Platform reasonably requests.

9.13 Withholding Financial Account Transactions.

If after final settlement of any Financial Account Transaction, you or any third party asserts a claim to your Stripe Connect Platform alleging that the Financial Account Transaction was altered, contained a forged or unauthorized signature or endorsement, or was not properly payable for any reason, then SPC may withhold the amount of the Financial Account Transaction from your Financial Account until the claim is finally investigated and resolved.

9.14 Liability Related to Financial Account Transactions.

You are responsible for all Financial Account Transactions on your Financial Account, whether or not they are authorized. To the maximum extent permitted by Law, the Stripe Parties will not be liable to you, your Affiliates or any third party for any losses, damages or costs arising out of or relating to:

(a) a failed Financial Account Transaction on your Financial Account, including if SPC decides to refuse to pay or decline any Financial Account Transaction or if a Financial Account Transaction fails due to circumstances outside of SPC’s control;

(b) SPC or your Stripe Connect Platform completing a Financial Account Transaction or otherwise acting in reliance upon any incorrect or incomplete information provided or made available to SPC or your Stripe Connect Platform;

(c) SPC’s refusal to comply with your Stripe Connect Platform’s instructions under Section 7.3 of these Stripe Treasury Accountholder Terms; or

(d) any correspondent bank’s negligence or failure, or funds lost in transit.

9.15 Compliance with ERISA.

You represent on the date you first use the Stripe Treasury Services, and warrant at all times during the Term, that you do not loan funds to your Financial Account or otherwise deliver property to SPC on behalf of:

(a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA;

(b) a “plan” within the meaning of Section 4975(e)(1) of the IRS Code;

(c) an entity whose underlying assets constitute “plan assets” subject to Title I of ERISA or Section 4974 of the IRS Code by reason of Section 3(42) of ERISA, U.S. Department of Labor Regulation 29 C.F.R. Section 25.10.3-101 or otherwise; or

(d) a “governmental plan” (as defined in ERISA or the IRS Code) or another type of plan (or an entity whose assets are considered to include the assets of a governmental plan or other plan) that is subject to any Law or restriction that is substantively similar or of similar effect to Section 406 of ERISA or Section 4975 of the IRS Code.

You must promptly notify your Stripe Connect Platform if you breach this Section 9.15.

10. Fees and Security.

10.1 Fees.

(a) Fee Disclosure. Your Stripe Connect Platform is responsible for disclosing to you all applicable fees (if any) that apply to your use of the Stripe Treasury Services. Your Stripe Connect Platform will disclose those fees at the time you request access to the Stripe Treasury Services and will disclose any changes before they take effect.

(b) Your Responsibility for Disputes. To the maximum extent permitted by Law, you are liable to SPC for all losses, damages and costs that SPC incurs as a result of any dispute involving your Financial Account, including as a result of relying on your Stripe Connect Platform’s representations or instructions. You authorize SPC to (i) deduct these losses, damages and costs from funds in your Financial Account; or (ii) set them off in accordance with Section 10.1(c) of these Stripe Treasury Accountholder Terms with or without prior notice to you.

(c) Setoff. SPC may deduct, recoup or setoff all fees you owe SPC (if any) from funds in your Financial Account, even if this would cause an overdraft. Alternatively, SPC may invoice you for some or all of those fees on a monthly basis in arrears, and you must pay the fees within 30 days after the date of the invoice.

10.2 Security Interest.

(a) Grant of Security to SPC. To secure debt that you owe to SPC, its Affiliates, or the respective service providers of each (if any, and including amounts owed to SPC that arose from overdrafts or drawn provisional credit under Section 9.7 of these Stripe Treasury Accountholder Terms), you grant SPC a first-priority security interest in, lien on and right of setoff against, all of your rights in (i) your Financial Account; (ii) the funds SPC holds on your behalf in the Custodial Account (if any); (iii) the interest or income (if any) arising from the Financial Account or the funds in that account, the property acquired with the Financial Account or those funds (if any), and all rights related to the Financial Account and those funds; and (iv) the funds in your Stripe Account (if any). The debts that are secured by this security interest, lien and right of setoff include overdrafts and fees that you may owe in relation to your Financial Account, as well as amounts owed to SPC by another individual or entity if you have guaranteed that you will pay their debts. If a debt like this is due or overdue, SPC may use the funds in your Financial Account to pay all or part of that debt. The Law of the state in which the Treasury Bank is headquartered applies to the funds SPC holds on your behalf in the Custodial Account. SPC may file financing statements under the California Uniform Commercial Code to perfect this security interest in the places, in the form and to the extent it considers necessary or appropriate. SPC will have all the rights of a secured party under the California Uniform Commercial Code with respect to this security interest.

(b) No Other Securities. You must not grant a security interest in, lien on or right of setoff against, any collateral described in Section 10.2(a) of these Stripe Treasury Accountholder Terms to any other individual or entity.

11. Restricting or Closing Your Financial Account.

11.1 Restricting Your Financial Account.

SPC may decline, delay, freeze or reverse a Financial Account Transaction or part of a Financial Account Transaction, restrict access to your Financial Account or information on your Financial Account, or remove funds from your Financial Account to hold them pending investigation to protect you, SPC or SPC’s Affiliates, or to comply with the Treasury Regulatory Requirements or other legal obligations. Examples of circumstances where SPC may exercise these rights include where:

(a) you maintain your Financial Account at $0 for at least 90 consecutive days;

(b) your Financial Account has been inactive for at least 12 months;

(c) you breach Section 8.4 of these Stripe Treasury Accountholder Terms;

(d) your Financial Account is involved in any Legal Process;

(e) SPC or your Stripe Connect Platform receives conflicting information or instructions regarding ownership, control or activity of your Financial Account;

(f) SPC or your Stripe Connect Platform suspects that you may be the victim of a fraud, scam or financial exploitation; and

(g) SPC or your Stripe Connect Platform suspects that a Financial Account Transaction involving you or your Financial Account may involve illegal activity or may be fraudulent.

11.2 Replacement Financial Account.

SPC may transfer your Stripe Treasury Account Information and documentation to a replacement Financial Account and account number, including if your Financial Account is reported as compromised, or if SPC reasonably believes it is necessary to protect your Financial Account’s security. SPC may move SPC’s Custodial Accounts (and therefore your Financial Account) to a different financial institution.

11.3 Closing Your Financial Account.

(a) By SPC. SPC may close your Financial Account at any time for any reason upon notice to you or your Stripe Connect Platform.

(b) By You. You may close your Financial Account at any time by giving 30 days’ notice to your Stripe Connect Platform. During this 30-day period, you may transfer funds from your Financial Account in compliance with these Stripe Treasury Accountholder Terms.

(c) SPC Can Keep Financial Account Open. SPC is not required to close your Financial Account at your Stripe Connect Platform’s request if (i) you have pending Financial Account Transactions; (ii) there is an overdraft on your Financial Account; or (iii) your Financial Account is subject to Legal Process. In those cases, SPC may restrict your Financial Account against all future withdrawals, other than those made under Legal Process, until pending Financial Account Transactions are paid or returned, the account balance is no longer negative, and any legal restriction has been released. If your account balance is greater than $0, after SPC deducts fees, expenses, claims and other deductions that SPC has the right to make, SPC may require you to withdraw the remaining balance before SPC closes your Financial Account.

(d) Consequences of Closing Financial Account. After your Financial Account is closed, SPC has no obligation to accept funds into your Financial Account, process Financial Account Transactions through the Financial Account on your behalf, or satisfy any outstanding demands for payment. But, SPC may reopen your Financial Account if SPC receives funds payable to your Financial Account.

(e) Access to Account History. After your Financial Account is closed, SPC will enable your Stripe Connect Platform to provide you access to your Financial Account history for 60 days.

11.4 Adverse Claims.

If there are conflicting instructions with respect to your Financial Account or if there is any dispute regarding your Financial Account, then without limiting SPC’s rights under these Stripe Treasury Accountholder Terms, SPC may refer the conflict or dispute to a court for resolution. If any person notifies SPC of a dispute, SPC does not need to decide if the dispute has merit before SPC takes further action. SPC may exercise any of these rights without notice to you.

12. Limitation of Liability.

To the extent that the Treasury Regulatory Requirements invalidate or render unenforceable any limitations or exclusions of liability of SPC and its Affiliates under this Agreement with respect to failing to stop payment on a Financial Account Transaction, or paying a Financial Account Transaction bearing an unauthorized or forged signature or endorsement, then the Stripe Parties’ aggregate liability with respect to those circumstances will be limited to the face value of the Financial Account Transaction.

13. Interpretation.

In these Stripe Treasury Accountholder Terms, references to “business days” are to business days in the City of New York on which the Treasury Bank is open to the public for carrying on substantially all of its banking functions.

Last modified: August 22, 2022

1. Stripe Treasury Services.

These terms (“Stripe Treasury Platform Terms”) supplement the General Terms and the Stripe Connect Terms, and govern your ability to offer the Stripe Treasury Services to Connected Accounts. These Stripe Treasury Platform Terms do not apply to your use of the Stripe Treasury Services for your own business purposes. If you wish to use the Stripe Treasury Services for those purposes, then the Stripe Treasury Accountholder Terms will apply to you as a Stripe Treasury Accountholder, except that references to “Stripe Connect Platform” in those terms are also references to you.

2. Access to the Stripe Treasury Services.

You must not offer, market or otherwise make the Stripe Treasury Services available to Connected Accounts located outside of the Stripe Treasury Territory. You must ensure that no Connected Account uses the Stripe Treasury Services outside of the Stripe Treasury Territory.

3. Onboarding Connected Accounts.

3.1 General Responsibility.

You must ensure that each Connected Account that wishes to access the Stripe Treasury Services successfully completes the onboarding requirements described in Section 3.2 of these Stripe Treasury Platform Terms. Stripe or its Affiliate, as well as the applicable Treasury Bank, must approve each Connected Account as part of the onboarding process before the Connected Account uses the Stripe Treasury Services.

3.2 Information and Consent. You must:

(a) submit, or ensure that each Connected Account submits, all Stripe Treasury Account Information that Stripe, its Affiliates and the applicable Treasury Bank request to verify and screen the Connected Account’s eligibility to access the Stripe Treasury Services, and confirm that the Connected Account is not engaging in a Restricted Business;

(b) ensure that each Connected Account you intend to onboard as a Stripe Treasury Accountholder agrees to the Stripe Treasury Accountholder Terms before accessing the Stripe Treasury Services. At Stripe’s request, you must provide proof as Stripe requires that the Stripe Treasury Accountholder Terms are binding on the Connected Account. If Stripe believes that your existing acceptance process does not create a binding agreement between Stripe and the Connected Account, then, upon Stripe’s request, you must modify that process as Stripe requires;

(c) notify each Connected Account if Stripe approves its access to the Stripe Treasury Services, and promptly notify a Connected Account that becomes a Stripe Treasury Accountholder if Stripe suspends or terminates its access to the Stripe Treasury Services; and

(d) notify Stripe Treasury Accountholders of all changes to the Stripe Treasury Accountholder Terms and ensure that those Stripe Treasury Accountholders agree to them. If any Stripe Treasury Accountholder does not agree to the modified Stripe Treasury Accountholder Terms, then you must immediately stop making the Stripe Treasury Services available to that Stripe Treasury Accountholder.

4. Responsibility for Stripe Treasury Accountholders.

You must ensure that Stripe Treasury Accountholders, along with their Authorized Users, comply with the Stripe Treasury Accountholder Terms. Upon Stripe’s request, you must assist with enforcing the Stripe Treasury Accountholder Terms against Stripe Treasury Accountholders and Authorized Users. You must prohibit Stripe Treasury Accountholders from sending or receiving international wires using the Stripe Treasury Services. You must ensure that Stripe Treasury Accountholders implement and comply with any changes to the Stripe Treasury Services, which Stripe will communicate to you.

5. Account Management and Support for Stripe Treasury Accountholders.

5.1 Dashboard for Stripe Treasury Accountholders.

You must provide and maintain a Stripe Treasury Dashboard for use by Stripe Treasury Accountholders.

5.2 Integration with Stripe API.

Promptly after Stripe notifies you that Stripe-hosted onboarding is available, you must integrate with the Stripe API according to the Documentation in a way that allows (a) Stripe or its Affiliate to host onboarding of Stripe Treasury Accountholders; and (b) you or Stripe, at your option, to be responsible for providing Stripe Treasury Accountholder account management and access to the Stripe Treasury Services.

5.3 Obligation to Pass On Information.

If you elect to be responsible for providing Stripe Treasury Accountholder account management and access to the Stripe Treasury Services, then you must pass on to the Stripe Treasury Accountholders, without changes or deletions, all information that Stripe and its Affiliates make available for you to pass on to them. You must ensure that all information, including account balances, transaction history and customer service issues, that you pass from the Stripe Treasury Accountholders to Stripe and its Affiliates is accurate and complete.

5.4 Communicating Fees.

You must clearly communicate to each Stripe Treasury Accountholder all fees (if any) that you charge that are related to the Stripe Treasury Services, and specify whether or not those fees are passthrough fees from Stripe.

5.5 Support.

You must provide all support to Stripe Treasury Accountholders and Authorized Users according to the Stripe Treasury Product Guidelines.

6. Compliance.

6.1 Generally.

You must (a) make the Stripe Treasury Services available to Stripe Treasury Accountholders according to the Treasury Regulatory Requirements; and (b) ensure that Stripe Treasury Accountholders and Authorized Users access the Stripe Treasury Services in compliance with the Treasury Regulatory Requirements. You must not, and must ensure that Stripe Treasury Accountholders and Authorized Users do not take or fail to take any action that could cause Stripe, a Stripe Affiliate or any applicable Treasury Bank to violate any Treasury Regulatory Requirement.

6.2 Stripe Treasury Product Guidelines.

You must (a) ensure that each Stripe Treasury Accountholder complies with all Stripe Treasury Product Guidelines; and (b) establish, maintain, and act according to a compliance program that will enable and ensure each Stripe Treasury Accountholder complies with the Treasury Regulatory Requirements and the Stripe Treasury Product Guidelines.

6.3 Marketing.

You must not distribute or share any marketing materials relating to the Stripe Treasury Services without Stripe’s prior approval. You must submit all marketing materials to Stripe using a process Stripe communicates to you.

6.4 Stripe Treasury Accountholder Consents.

You must obtain all necessary rights and consents from each actual and prospective Stripe Treasury Accountholder and Authorized User to (a) provide Personal Data to Stripe and its Affiliates; (b) allow Stripe and its Affiliates to collect, use, retain and disclose that Personal Data; and (c) allow Stripe and its Affiliates to exercise their rights and perform their obligations under these Stripe Treasury Platform Terms and according to Stripe’s Privacy Policy and, any Treasury Bank’s Privacy Policy (as applicable). You must, when onboarding Stripe Treasury Accountholders, disclose to them that you may provide Personal Data to Stripe, its Affiliates, and applicable Treasury Banks, and that Stripe, its Affiliates and applicable Treasury Banks may collect, use, retain and disclose Personal Data.

7. Indemnification.

You will defend the Stripe Parties from and against any Claim, and indemnify the Stripe Parties against all Stripe Losses, to the extent arising out of or relating to (a) inaccurate or incomplete information provided (including through the Stripe Treasury Platform UI) to Stripe, Stripe’s Affiliate or the applicable Treasury Bank by or on behalf of you or any Stripe Treasury Accountholder; (b) a Stripe Treasury Accountholder’s breach of the Stripe Treasury Accountholder Terms; or (c) a negative balance or financial loss or damage caused by you or a Stripe Treasury Accountholder.

8. Termination.

These Stripe Treasury Platform Terms automatically terminate if the Stripe Connect Terms terminate for any reason.