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1Global Privacy Policy — Worldwide
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3Effective date: 25 May 2018
4Welcome to Stripe!
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6Stripe, Inc. and its affiliates (collectively “Stripe”, “we” and “us”) respect your privacy. We offer services that enable platforms and merchants to run businesses, and to safely conduct online payment transactions.
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8This Global Privacy Policy describes the types of Personal Data we collect through our payments products and services (“Services”) and via our online presence, which include our main website at stripe.com, as well as services and websites that we enable Internet users to access, such as Stripe Checkout and the Stripe Shop (collectively, our “Sites”). This policy also describes how we use Personal Data, with whom we share it, your rights and choices, and how you can contact us about our privacy practices. This policy does not apply to third-party websites, products, or services, even if they link to our Services or Sites, and you should consider the privacy practices of those third-parties carefully.
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10This Privacy Policy is provided in a layered format. Click through to jump to a specific section.
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12    Overview
13    Personal Data We Collect
14    How We Use Personal Data
15    How We Disclose Personal Data
16    Your Rights and Choices
17    Security and Retention
18    International Data Transfers
19    Use by Minors
20    Updates To this Privacy Policy
21    Links To Other Websites
22    Jurisdiction-specific Provisions
23    Contact Us
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251. Overview
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27Stripe obtains Personal Data about you from various sources to provide our Services and to manage our Sites. “You” may be a visitor to one of our websites, a user of one or more of our Services (“User” or “Stripe User”), or a customer of a User (“Customer”). If you are a Customer, Stripe will generally not collect your Personal Data directly from you. Your agreement with the relevant Stripe User should explain how the Stripe User shares your Personal Data with Stripe, and if you have questions about this sharing, then you should direct those questions to the Stripe User.
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29Learn more
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312. Personal Data We Collect
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33a. Personal Data that we collect about you.
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35Personal Data is any information that relates to an identified or identifiable individual. The Personal Data that you provide directly to us through our Sites will be apparent from the context in which you provide the data. In particular:
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37    When you register for a Stripe account we collect your full name, email address, and account log-in credentials.
38    When you fill-in our online form to contact our sales team, we collect your full name, work email, country, and anything else you tell us about your project, needs and timeline.
39    When you use the “Remember Me” feature of Stripe Checkout, we collect your email address, payment card number, CVC code and expiration date.
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41When you respond to Stripe emails or surveys we collect your email address, name and any other information you choose to include in the body of your email or responses. If you contact us by phone, we will collect the phone number you use to call Stripe. If you contact us by phone as a Stripe User, we may collect additional information in order to verify your identity.
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43If you are a Stripe User, you will provide your contact details, such as name, postal address, telephone number, and email address. As part of your business relationship with us, we may also receive financial and personal information about you, such as your date of birth and government identifiers associated with you and your organization (such as your social security number, tax number, or Employer Identification Number).
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45If you are a Customer, when you make payments or conduct transactions through a Stripe User’s website or application, we will receive your transaction information. Depending on how the Stripe User implements our Services, we may receive this information directly from you, or from the Stripe User or third parties. The information that we collect will include payment method information (such as credit or debit card number, or bank account information), purchase amount, date of purchase, and payment method. Different payment methods may require the collection of different categories of information. The Stripe User will determine the payment methods that it enables you to use, and the payment method information that we collect will depend upon the payment method that you choose to use from the list of available payment methods that are offered to you by the Stripe User.
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47When we conduct fraud monitoring, prevention and detection activities, we may also receive Personal Data about you from our business partners, financial service providers, identity verification services, and publicly available sources (e.g., name, address, phone number, country), as necessary to confirm your identity and prevent fraud. Our fraud monitoring, detection and prevention services may use technology that helps us assess the risk associated with an attempted transaction that is enabled on the Stripe User’s website or the application that collects information.
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49You may also choose to submit information to us via other methods, including: (i) in response to marketing or other communications, (ii) through social media or online forums, (iii) through participation in an offer, program or promotion, (iv) in connection with an actual or potential business relationship with us, or (v) by giving us your business card or contact details at trade shows or other events.
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51b. Information that we collect automatically on our Sites.
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53Our Sites use cookies and other technologies to function effectively. These technologies record information about your use of our Sites, including:
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55    Browser and device data, such as IP address, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons and the language version of the Sites you are visiting;
56    Usage data, such as time spent on the Sites, pages visited, links clicked, language preferences, and the pages that led or referred you to our Sites.
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58We also may collect information about your online activities on websites and connected devices over time and across third-party websites, devices, apps and other online features and services. We use Google Analytics on our Sites to help us analyze Your use of our Sites and diagnose technical issues.
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60To learn more about the cookies that may be served through our Sites and how You can control our use of cookies and third-party analytics, please see our Cookie Policy.
613. How We Use Personal Data
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63a. Our products and services.
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65We rely upon a number of legal grounds to ensure that our use of your Personal Data is compliant with applicable law. We use Personal Data to facilitate the business relationships we have with our Users, to comply with our financial regulatory and other legal obligations, and to pursue our legitimate business interests. We also use Personal Data to complete payment transactions and to provide payment-related services to our Users.
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67Learn more
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69b. Marketing and events-related communications.
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71We may send you email marketing communications about Stripe products and services, invite you to participate in our events or surveys, or otherwise communicate with you for marketing purposes, provided that we do so in accordance with the consent requirements that are imposed by applicable law. When we collect your business contact details through our participation at trade shows or other events, we may use the information to follow-up with you regarding an event, send you information that you have requested on our products and services and, with your permission, include you on our marketing information campaigns.
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73c. Interest-based advertising.
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75When you visit our Sites or online services, both we and certain third parties collect information about your online activities over time and across different sites to provide you with advertising about products and services tailored to your individual interests (this type of advertising is called “interest-based advertising”). These third parties may place or recognize a unique cookie or other technology on your browser (including the use of pixel tags). Where required by applicable law, we will obtain your consent prior to processing of your information for the purpose of interest-based advertising.
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77You may see our ads on other websites or mobile apps because we participate in advertising networks. Ad networks allow us to target our messaging to users based on a range of factors, including demographic data, users’ inferred interests and browsing context (for example, the time and date of your visit to our Sites, the pages that you viewed, and the links that you clicked on). This technology also helps us track the effectiveness of our marketing efforts and understand if you have seen one of our advertisements.
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79We work with Google AdWords, Doubleclick, AdRoll and other advertising networks. To learn how to opt out of behavioral advertising delivered by Network Advertising Initiative member companies, please visit the Network Advertising Initative and Digital Advertising Alliance. You may download the AppChoices app to opt out in mobile apps. If you opt out from interest-based advertising, you may see advertising that is not relevant to you. At present, there is no industry standard for recognizing Do Not Track browser signals, so we do not respond to them.
804. How We Disclose Personal Data.
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82Stripe does not sell or rent Personal Data to marketers or unaffiliated third parties. We share your Personal Data with trusted entities, as outlined below.
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84a. Stripe. We share Personal Data with other Stripe entities in order to provide our Services and for internal administration purposes.
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86b. Service providers. We share Personal Data with a limited number of our service providers. We have service providers that provide services on our behalf, such as identity verification services, website hosting, data analysis, information technology and related infrastructure, customer service, email delivery, and auditing services. These service providers may need to access Personal Data to perform their services. We authorize such service providers to use or disclose the Personal Data only as necessary to perform services on our behalf or comply with legal requirements. We require such service providers to contractually commit to protect the security and confidentiality of Personal Data they process on our behalf. Our service providers are predominantly located in the European Union and the United States of America.
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88c. Business partners. We share Personal Data with third party business partners when this is necessary to provide our Services to our Users. Examples of third parties to whom we may disclose Personal Data for this purpose are banks and payment method providers (such as credit card networks) when we provide payment processing services, and the professional services firms that we partner with to deliver Stripe Atlas.
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90d. Our Users and third parties authorized by our Users. We share Personal Data with Users as necessary to maintain a User account and provide the Services. We share data with parties directly authorized by a User to receive Personal Data, such as when a User authorizes a third party application provider to access the User’s Stripe account using Stripe Connect. The use of Personal Data by an authorized third party is subject to the third party’s privacy policy.
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92e. Corporate transactions. In the event that we enter into, or intend to enter into, a transaction that alters the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or any portion of our business, assets or stock, we may share Personal Data with third parties for the purpose of facilitating and completing the transaction.
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94f. Compliance and harm prevention. We share Personal Data as we believe necessary: (i) to comply with applicable law, or payment method rules; (ii) to enforce our contractual rights; (iii) to protect the rights, privacy, safety and property of Stripe, you or others; and (iv) to respond to requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include authorities outside your country of residence.
955. Your Rights and Choices.
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97You have choices regarding our use and disclosure of your Personal Data:
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99a. Opting out of receiving electronic communications from us. If you no longer want to receive marketing-related emails from us, you may opt-out via the unsubscribe link included in such emails. We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt-out of receiving marketing-related emails from us, we may still send you important administrative messages that are required to provide you with our Services.
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101b. How you can see or change your account Personal Data. If You would like to review, correct, or update Personal Data that You have previously disclosed to us, You may do so by signing in to your Stripe account or by contacting us.
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103c. Your data protection rights. Depending on your location and subject to applicable law, you may have the following rights with regard to the Personal Data we control about you:
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105    The right to request confirmation of whether Stripe processes Personal Data relating to you, and if so, to request a copy of that Personal Data;
106    The right to request that Stripe rectifies or updates your Personal Data that is inaccurate, incomplete or outdated;
107    The right to request that Stripe erase your Personal Data in certain circumstances provided by law;
108    The right to request that Stripe restrict the use of your Personal Data in certain circumstances, such as while Stripe considers another request that you have submitted (including a request that Stripe make an update to your Personal Data); and
109    The right to request that we export to another company, where technically feasible, your Personal Data that we hold in order to provide Services to you.
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111Where the processing of your Personal Data is based on your previously given consent, you have the right to withdraw your consent at any time. You may also have the right to object to the processing of your Personal Data on grounds relating to your particular situation.
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113d. Process for exercising data protection rights. In order to exercise your data protection rights, you may contact Stripe as described in the Contact Us section below. We take each request seriously. We will comply with your request to the extent required by applicable law. We will not be able to respond to a request if we no longer hold your Personal Data. If you feel that you have not received a satisfactory response from us, you may consult with the data protection authority in your country.
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115For your protection, we may need to verify your identity before responding to your request, such as verifying that the email address from which you send the request matches your email address that we have on file. If we no longer need to process Personal Data about you in order to provide our Services or our Sites, we will not maintain, acquire or process additional information in order to identify you for the purpose of responding to your request.
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117If you are a Customer of a Stripe User, please direct your requests directly to the User. For example, if you are making, or have made, a purchase from a merchant using Stripe as a payment processor, and you have a request that is related to the payment information that you provided as part of the purchase transaction, then you should address your request directly to the merchant.
1186. Security and Retention.
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120We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data within our organization against unauthorized access, destruction, loss, alteration or misuse. Your Personal Data is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please contact us immediately.
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122If you are a Stripe User, we retain your Personal Data as long as we are providing the Services to you. We retain Personal Data after we cease providing Services to you, even if you close your Stripe account, to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention. We also retain Personal Data to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods that we support. Where we retain data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.
1237. International Data Transfers.
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125We are a global business. Personal Data may be stored and processed in any country where we have operations or where we engage service providers. We may transfer Personal Data that we maintain about you to recipients in countries other than the country in which the Personal Data was originally collected, including to the United States. Those countries may have data protection rules that are different from those of your country. However, we will take measures to ensure that any such transfers comply with applicable data protection laws and that your Personal Data remains protected to the standards described in this Privacy Policy. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Data.
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127If you are located in the European Economic Area (“EEA”) or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your Personal Data to the US. Stripe Inc. is certified under the EU-U.S. and the Swiss-U.S. Privacy Shield Framework and adheres to the Privacy Shield Principles. For more, see Stripe’s Privacy Shield Policy. In addition, we have implemented intra-group data transfer agreements which you may view upon request.
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129Where applicable law requires us to ensure that an international data transfer is governed by a data transfer mechanism, we use one or more of the following mechanisms: EU Standard Contractual Clauses with a data recipient outside the EEA, verification that the recipient has implemented Binding Corporate Rules, or verification that the recipient adheres to the EU-US and Swiss-US Privacy Shield Framework.
1308. Use by Minors.
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132The Services are not directed to individuals under the age of thirteen (13), and we request that they not provide Personal Data through the Services.
1339. Updates To this Privacy Policy and Notifications.
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135We may change this Privacy Policy from time to time to reflect new services, changes in our Personal Data practices or relevant laws. The “Last updated” legend at the top of this Privacy Policy indicates when this Privacy Policy was last revised. Any changes are effective when we post the revised Privacy Policy on the Services. We may provide you with disclosures and alerts regarding the Privacy Policy or Personal Data collected by posting them on our website and, if you are a User, by contacting you through your Stripe Dashboard, email address and/or the physical address listed in your Stripe account.
13610. Links To Other Websites.
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138The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of the website or the privacy practices of the operator of the website.
13911. Jurisdiction-specific Provisions.
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141Residents of the European Economic Area (EEA) and Switzerland. The entity responsible for the collection and processing of Personal Data for residents of the EEA and Switzerland is Stripe Payments Europe, Ltd., a company incorporated in Ireland and with offices at 1 Grand Canal Street Lower, Grand Canal Dock, Dublin. To exercise your rights, the Data Protection Officer may be contacted via dpo@stripe.com.
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143California residents. If you are a California resident, then, subject to certain limits under California law, you may ask us to provide you with (i) a list of certain categories of Personal Data we have disclosed to third parties for their direct marketing purposes during the immediately preceding calendar year; and (ii) the identity of those third parties. To make this request, California residents may contact us as specified in the Contact Us section below.
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145Australian residents. The Stripe entity that provides Services in Australia is Stripe Payments Australia Pty. Ltd. If you are an Australian resident, and you are dissatisfied with our handling of any complaint you raise under this Privacy Policy, you may wish to contact the Office of the Australian Information Commissioner.
14612. Contact Us
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148If You have any questions or complaints about this Privacy Policy, please contact us electronically or send physical mail to:
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150Stripe
151510 Townsend Street
152San Francisco, CA 94103, USA
153Attention: Stripe Legal
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157    Documentation Support Sign in 
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159Stripe Connect Platform Agreement
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161Last Updated: November 15, 2017
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163Thank you for integrating Stripe Connect, software services that enable payment processing and related functions for multi-sided marketplaces and other electronic commerce platforms.
164Stripe Connect Platform Agreement
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166This Stripe Connect Platform Agreement (“Connect Platform Agreement”) is an agreement between the legal entity (including sole proprietors) that you identified on the registration page (“you”) and Stripe. Your integration and use of Stripe Connect with your platform (“Platform”) is subject to your acceptance of the terms and conditions of this Connect Platform Agreement and the Stripe Services Agreement. By integrating and using Stripe Connect, you expressly agree to the terms and conditions of this Connect Platform Agreement, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Stripe.
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168We use a number of defined terms in this Connect Platform Agreement. The products and services that you provide through your Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Examples of Platform Services that you may agree to provide are web development or hosting services, customer service, processing of refunds, and the handling of consumer complaints. Your agreement with your users for the provision of the Platform Services is “Your User Agreement”, and your users are “Platform Merchants” until they have a Stripe Account that has onboarded to your Platform via Stripe Connect, at which point they become “Connected Accounts”. Actions submitted by or on behalf of Connected Accounts using Stripe Connect are referred to as “Activity”, and this includes the communication of information about Transactions (including Charges) and Refunds, adjustments, the handling of Disputes (including chargebacks), as well as other features as described in the Stripe Connect documentation. “Connected Account Data” refers to data about Connected Accounts, Activity on their Stripe Accounts, and their Transactions. For other capitalized terms not defined in this Connect Platform Agreement (either in-line or by hyperlink), the applicable definitions are set out in the Stripe Services Agreement.
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170You represent to Stripe that all of the information you provide to us is accurate and complete, and that you are authorized to agree to this Connect Platform Agreement.
1711. Relationship to Other Agreements
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173Please read this Connect Platform Agreement carefully. This Connect Platform Agreement contains terms and conditions relating to your use of the features of Stripe Connect. This Connect Platform Agreement supplements the Stripe Services Agreement, which generally governs your use of the Services, and which is incorporated into this Connect Platform Agreement by reference. To the extent that there is a conflict between the Stripe Services Agreement and this Connect Platform Agreement related to Stripe Connect, this Connect Platform Agreement will prevail. Nothing in this Connect Platform Agreement alters the terms and conditions of the Stripe Services Agreement as they apply to your use of the Services for your own purposes (such as to receive payment for goods or services you provide).
1742. Stripe Connect — Your Platform
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176Stripe Connect allows you to integrate the Services into your Platform. For example, you may use Stripe Connect to enable your Connected Accounts to accept via your Platform, payments for goods and services, or, if permitted by applicable law, charitable or campaign donations. You may conduct Activity on behalf of your Connected Accounts, provided that you do so in accordance with this Connect Platform Agreement and Your User Agreement. You must ensure that you clearly and prominently explain to Connected Accounts the nature of the Platform Services and the Activity that you will conduct on their behalf.
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178Stripe has a direct contractual relationship with each Connected Account and provides Services directly to each Connected Account. Connected Accounts may choose to use the Services outside of their relationship with you.
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180You consent to Stripe’s disclosure of information about you and your Platform to Financial Services Providers, Payment Method Providers and Stripe’s service providers to facilitate the provision of Stripe Connect and Services to you and to the Connected Accounts. You also affirm that you have obtained all necessary rights and consents under applicable law to disclose to Stripe — or allow Stripe to collect, use, retain, and disclose — any information that you provide to us or authorize us to collect, including information that we may collect directly using cookies or other similar means. For more information regarding Stripe’s use of data, please review Stripe’s Privacy Policy.
1813. Your Obligations
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183a. Agreements with Connected Accounts: Your User Agreement must explain the Platform Services, how you access and use Connected Account Data, and the Activity that you may perform. Your User Agreement must also give you clear authorization to perform the Platform Services, and to communicate the Connected Account Data to Stripe. Stripe is not responsible to your Connected Accounts for any Platform Services you provide — you are solely responsible for providing Platform Services to Connected Accounts as described in Your User Agreement. You may only engage in Activity for a Connected Account to the extent that you are doing so on behalf of the Connected Account, in accordance with the authority granted to you under Your User Agreement.
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185b. Activity: You are responsible for any Activity initiated by you, on your behalf, or using your credentials, on any Connected Account either through the Stripe dashboard or through Stripe Connect. Likewise, where either Stripe or a Connected Account incurs any losses based on unauthorized Activity initiated by you, or your employees, or your agents, you will be financially liable for such losses. Stripe may deduct such losses from your Stripe Account, or require you to immediately pay such losses to Stripe.
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187c. Compliance: You will at all times comply with all applicable laws and regulations, payment network rules (including the Network Rules), agreements with third parties that are binding on you, and this Connect Platform Agreement.
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189d. Instant Payouts: Depending on your location and the location of your Connected Accounts, you may be able to offer your Connected Accounts the ability to receive payment processing proceeds via accelerated settlement into a bank account linked to a Connected Account’s debit card (“Instant Payout”). When Instant Payouts is used, Stripe will attempt to settle payment processing proceeds within minutes of receiving the payout request. Prior to enabling an Instant Payout, you must determine, using the Stripe APIs, whether or not same-day availability of funds is enabled for the debit card by the card-issuing bank. If same-day funds availability is not enabled, you may only activate the Instant Payout if you have clearly and conspicuously disclosed this fact to the Connected Account. Your marketing of the Instant Payout functionality to Connected Accounts must clearly and conspicuously disclose the fees (if any) you intend to apply for Instant Payouts, as well as the fact that, for certain recipient banks, some Instant Payouts may not settle within minutes, and instead may take longer to be credited to the relevant bank account.
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191e. Limitations: You and Stripe are independent entities, and this Connect Platform Agreement does not create any partnership, agency, or employment relationship between you and Stripe, or the employees or agents of either party. You may not, and may not attempt to, make any representation, warranty or commitment on behalf of Stripe. You may not use any Stripe logo, or trade or service mark in a manner inconsistent with the Stripe Marks Usage Agreement.
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193You may not use Stripe Connect: (a) to access any Connected Account Data or conduct any Activity, or attempt to do either, for which a Connected Account has not given you express authorization or for which such authorization has been withdrawn; (b) for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, a Connected Account, Stripe, or any third party; or (c) to circumvent Stripe’s intended limitations for any feature of Stripe Connect or in a manner inconsistent with the Stripe Connect documentation.
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195f. Data Protection: You may only use Stripe Connect and Connected Account Data consistent with this Connect Platform Agreement. You will have a privacy policy that tells Connected Accounts what Connected Account Data you access and how you will use, display, or transfer that Connected Account Data. You will include a prominent link to your privacy policy and to the Stripe Privacy Policy in Your User Agreement. You will obtain consent from Connected Accounts before using Connected Account Data for any purpose other than providing Platform Services. You will use all reasonable efforts to protect and secure Connected Account Data from unauthorized use or disclosure, and will promptly notify Stripe where Connected Account Data is accessed or disclosed without permission.
1964. Onboarding Connected Accounts
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198Stripe Connect provides various mechanisms for you to onboard Connected Accounts, as described in the Stripe Connect documentation. You are solely responsible for the selection of your onboarding mechanism for Connected Accounts, which may include assisting with the creation of a Stripe Account or integrating an existing Stripe Account with your Platform. Regardless of the onboarding and integration mechanism that you select, you must always take all reasonable steps to ensure that your Connected Accounts do not use Services in violation of the Stripe Connected Account Agreement or for any activity that is expressly prohibited, including those activities listed at Prohibited Businesses List.
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200Please read the following sections carefully prior to selecting the option that is appropriate for your business when onboarding Connected Accounts. Selection of the manner of onboarding and integration impacts your liability for Activity on the Connected Accounts. Some onboarding options have limited availability, and the availability of these options for your Platform will depend on your location and the location of your Connected Accounts.
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202a. Standard (formerly “Standalone”): Your customers may already have a Stripe Account but want to utilize Platform Services, or they may want to create a Stripe Account to use with your Platform. In these cases, once created, Connected Accounts will have the ability to add or remove access to your Platform through the Stripe dashboard. Each Connected Account must agree to the Stripe Connected Account Agreement prior to using their Connected Account on your Platform.
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204Where Connected Accounts are created or connected to your Platform through standard onboarding, you will have access to some of the Connected Account Data and may initiate Activity in accordance with Your User Agreement. Where the Connected Account does not have an existing Stripe Account, you will be able to prepopulate Connected Account Data prior to activation of the Connected Account. Stripe may also require you to collect and provide additional Connected Account Data to validate a Connected Account. You are responsible for ensuring the accuracy of any Connected Account Data you prepopulate or provide as part of this process. The Connected Account is responsible for Connected Account Data provided by the Connected Account directly to Stripe as part of the standard onboarding process.
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206Once a Connected Account goes through the standard onboarding process, you understand and agree that you are solely responsible for use of any Connected Account Data accessed and any Activity performed, and for any inaccurate or incomplete information provided to Stripe, by you, your employees, or your agents. A Connected Account may terminate the integration with your Platform at any time upon notice to Stripe.
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208For a Connected Account onboarded using standard onboarding, except where expressly stated in the Stripe Connected Account Agreement, the Connected Account is responsible and liable to Stripe for all Transactions (including Charges), Disputes, Refunds, Claims, fines, or use of the Services in a manner prohibited under the Stripe Connected Account Agreement.
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210b. Custom (formerly “Managed”): Using custom onboarding, you may use Stripe Connect to create Stripe Accounts for Connected Accounts. Where Connected Accounts go through custom onboarding, you are responsible for ensuring Connected Account Data regarding the Connected Accounts is passed to Stripe.
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212Stripe may decline to create a Stripe Account for a Connected Account or limit the functionality available to a Connected Account until Stripe is satisfied that it has received sufficient information about the Connected Account. You are responsible for the accuracy and completeness of any information about Connected Accounts provided to Stripe as part of the onboarding process. Connected Accounts created through custom onboarding will not have access to the Stripe dashboard.
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214You are solely responsible for ensuring that each Connected Account expressly agrees to comply with the Stripe Connected Account Agreement. You must ensure that Connected Accounts agree to the Stripe Connected Account Agreement in a manner that clearly evidences their acceptance and makes clear that Stripe is providing Services to them subject to the Stripe Connected Account Agreement. You must ensure that each Connected Account has an opportunity to review the Stripe Connected Account Agreement prior to acceptance, that the Connected Account’s acceptance is sufficient under applicable law (including by ensuring that the person agreeing on behalf of the Connected Account is of suitable legal age and is authorized to bind the Connected Account), and that such acceptance is confirmed, recorded, and can be audited. The Stripe Connect documentation describes the information that must be provided to Stripe in order to create a Connected Account through custom onboarding. Stripe may require that you provide additional information as part of the custom onboarding process, and may require you to alter the acceptance process for the Stripe Connected Account Agreement if we believe that the process is not consistent with applicable law, industry standard practices, or Stripe’s standards. Stripe may at any time require you to demonstrate your compliance with the requirements of this paragraph, including by providing evidence that acceptance of the Stripe Connected Account Agreement has been appropriately obtained and recorded.
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216c. Express: Using express onboarding, you can use a set of pre-built, co-branded user interface components to create your own onboarding experience for Connected Accounts. Connected Accounts created using express onboarding provide information directly to Stripe and may access a Stripe-hosted dashboard to see their payments history and identifying information.
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218For Connected Accounts created using custom or express onboarding, except as expressly provided in this Connect Platform Agreement, you understand and agree that you are responsible and liable to Stripe for all Activity on the Connected Accounts, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, and use of the Services in a manner prohibited under this Connect Platform Agreement or the Stripe Connected Account Agreement). Stripe may attempt to collect any amounts owed from Connected Accounts prior to collecting such amounts from you, however you remain directly liable to Stripe for any of the foregoing, and Stripe may debit these amounts from your Stripe Account or Payout Account. In addition, you are liable for any inaccurate or incomplete information provided to Stripe as part of the provisioning of Connected Accounts.
2195. Underwriting and Screening
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221Stripe may require that you establish certain criteria for accepting Connected Accounts consistent with Stripe’s programs for underwriting and screening Connected Accounts (“Underwriting Policies”). Stripe has ultimate discretion regarding its underwriting, risk and compliance decisions, including any decision of whether to provide Services to any Connected Account. Stripe reserves the right to suspend or terminate provision of Services to any Connected Account at any time if Stripe determines that the Connected Account’s activities (a) violate Stripe’s Underwriting Policies or the Stripe Connected Account Agreement; (b) are listed on the Prohibited Businesses List; or (c) otherwise reflect negatively on the brand or reputation of Stripe, a Financial Services Provider, or a Payment Method Provider.
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223To the extent that you become aware of a Connected Account being engaged in any fraudulent, unlawful, deceptive or abusive activity, you must promptly notify Stripe. Once notified by you, Stripe will use commercially reasonable efforts to promptly determine whether to terminate or suspend any such account’s access to the Services.
2246. Connect Pricing and Platform Fees
225
226Except as expressly agreed upon in writing between you and Stripe, the pricing applicable to your Platform for the Services and Stripe Connect is described on Stripe’s pricing page, as may be amended from time to time.
227
228You are solely responsible for communicating any use, recurring, or application fees charged to Connected Accounts for their use of Platform Services (“Platform Fees”) and you must clearly communicate any Platform Fees to Connected Accounts prior to imposing such fees.
2297. Indemnification
230
231In addition to indemnification obligations under the Stripe Services Agreement, you agree to defend, indemnify, and hold harmless Stripe, Financial Services Providers, Payment Method Providers, and their respective employees and agents (each a “Disclaiming Entity”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of this Connect Platform Agreement; (b) any disputes between you and Connected Accounts, including those arising from use of Connected Account Data or Activity by you, your employees, or your agents, whether for you or a Connected Account; or (c) your use of Stripe Connect in a manner that is illegal or inconsistent with the Stripe Connect documentation.
232
233Where a Connected Account was created as part of a custom or express onboarding process, you also agree to defend, indemnify, and hold harmless all Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (d) Activity on the Connected Account, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the Services in a manner prohibited under this Connect Platform Agreement or the Stripe Connected Account Agreement); (e) any inaccurate or incomplete information provided to Stripe as part of the onboarding of the Connected Account; and (f) for custom onboarding, your failure to acquire binding acceptance of the Stripe Connected Account Agreement from any Connected Account.
234
235Stripe agrees to defend, indemnify, and hold you harmless from and against any claim, suit, demand, action, or proceeding instituted by a non-affiliated third party to this Connect Platform Agreement to the extent that such arises out of Stripe Connect infringing the third party’s intellectual property rights.
2368. Representations and Warranties
237
238In addition to the representations and warranties of the Stripe Services Agreement, you represent and warrant to Stripe that you will (a) obtain authorization from the Connected Account for all Activity initiated on its behalf, and for the use of any Connected Account Data obtained through or used with Stripe Connect, by you, your employees, and your agents; (b) dutifully comply with the onboarding obligations described in this Connect Platform Agreement; and (c) not use Stripe Connect or knowingly permit the use of Services by Connected Accounts in a manner that is fraudulent, unlawful, deceptive or abusive.
239
240To the maximum extent permitted by law, except as expressly provided in this Connect Platform Agreement, Stripe provides Stripe Connect to you on an “as is” “as available” basis, without any warranties, express, implied, or statutory.
2419. Limitations of Liability
242
243Stripe is not responsible for and disclaims all liability for your, your employees’, and your agents’ (a) acts or omissions in providing Platform Services to your Platform Merchants (including Connected Accounts), which includes delivery of goods or services to your Platform Merchants’ customers or any other third parties, or properly describing Platform Services; (b) compliance with applicable laws and obligations related to your offering or providing Platform Services; and (c) providing customer service, notifications, receipts, handling refunds or consumer complaints, or taking other actions related the Platform Service.
244
245In no event will a Disclaiming Entity be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this Connect Platform Agreement or Stripe Connect, including the use of, inability to use, or unavailability of Stripe Connect or the Services.
246
247The Disclaiming Entities have no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from use of Stripe Connect or the Services; (b) damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to, or use of, Stripe Connect, including any unauthorized access to or use of third-party servers used in connection with Stripe Connect or the Services and/or any personal information stored therein; (c) interruption or cessation of Stripe Connect; (d) software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through Stripe Connect; (e) errors, inaccuracies, or omissions of information, or any damages or losses incurred as a result of such errors inaccuracies or omissions, resulting from the use of Stripe Connect; (f) information that is transmitted using Stripe Connect that is defamatory, offensive, or illegal; and/or (g) conduct of any third party.
248
249Without limiting the foregoing provisions of this Section 9, the Disclaiming Entities’ cumulative liability to you in connection with Stripe Connect (including under this Connect Platform Agreement) will be limited to direct damages and in all events will not exceed in the aggregate the amount of fees paid by you to Stripe during the three (3) month period immediately preceding the event giving rise to the claim for liability.
250
251This limitation of liability section applies to the maximum extent permitted by law, and applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability, or otherwise), strict liability, or any other basis. The limitations apply even if the Disclaiming Entities have been advised of the possibility of such damage.
25210. Other General Legal Terms
253
254a. Term, Termination, and the Effects of Termination: The term of this Connect Platform Agreement will begin when you register your Platform with Stripe and will end when terminated by you or by Stripe as described in this Connect Platform Agreement. You may terminate this Connect Platform Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again after such notice, you will be considered to have consented to this Connect Platform Agreement again. Stripe may terminate this Connect Platform Agreement (a) if you are in breach of this Connect Platform Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice only being required if curing the breach is feasible); (b) upon 120 days’ notice for any reason. Stripe may also terminate this Connect Platform Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Stripe.
255
256Sections 7 through 10 and all provisions giving rise to continuing obligations (including Section 3.e.) will survive termination of this Connect Platform Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connect Platform Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated in accordance with the terms and conditions of the Stripe Services Agreement. Termination of the Stripe Services Agreement will cause this Connect Platform Agreement to automatically terminate.
257
258b. Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connect Platform Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connect Platform Agreement. No provision of this Connect Platform Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation”. This Connect Platform Agreement does not limit any rights of enforcement that Stripe may have under trade secret, copyright, patent, or other laws. Stripe’s delay or failure to assert any right or provision under this Connect Platform Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connect Platform Agreement will be deemed a further or continuing waiver of such term or any other term.
259
260c. Stripe Services Agreement: The Stripe Services Agreement version incorporated into this Connect Platform Agreement is the version applicable to your Stripe Account jurisdiction. If the name of your jurisdiction does not appear in the title of the page accessible via this Stripe Services Agreement link, please contact us and we will provide you with the correct link.
261
262d. Taxes: Stripe’s fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. You have sole responsibility for determining what, if any, taxes or fees apply in connection with your, and your Connected Accounts’, use of Stripe Connect and the Services (“Taxes”). You are responsible for assessing, collecting, reporting, and remitting Taxes to the appropriate tax and revenue authorities. If Stripe is required to withhold any Taxes, Stripe may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide Stripe with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. You must provide accurate information regarding your tax affairs as reasonably requested by Stripe. Stripe may have an obligation to provide certain notices or forms, such as tax invoices, to Connected Accounts. You must ensure that Your User Agreement enables you to receive such notices and forms on the Connected Accounts’ behalf, without Stripe being obliged to directly provide the notices and forms to the Connected Accounts, and you must promptly make such notices and forms available to your Connected Accounts in a manner consistent with applicable law.
263
264e. Right to Amend: Stripe may amend this Connect Platform Agreement upon notice to you, which may be provided through email, your Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connect Platform Agreement will be binding on you 7 days after the amendment is made by Stripe (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this Connect Platform Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Connected Account Agreement.
265
266f. Assignment: You may not assign or attempt to assign this Connect Platform Agreement without the express consent of Stripe in advance.
267
268g. Entire Agreement: This Connect Platform Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. These terms and conditions describe the entire liability as between you and Stripe, and set forth your exclusive remedies, with respect to Stripe Connect. If any provision of this Connect Platform Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
269
270Thank you and welcome to Stripe Connect!
271
272
273Stripe Connected Account Agreement
274
275Last Updated: May 25, 2017
276
277Thank you for using Stripe Connect. This agreement governs your use of Stripe Connect, and describes how you and your third-party platform provider(s) may use Stripe Connect to enable you to use Stripe’s services, which includes the ability to accept payments for goods or services, or receive charitable donations, as well as other related services.
278Stripe Connected Account Agreement
279
280This Stripe Connected Account Agreement (“Connected Account Agreement”) is an agreement between Stripe and you, being the person or legal entity (including sole proprietors) identified to Stripe as the owner of the Stripe Account that is to be integrated with third-party platform providers that use Stripe Connect (“Connect Platforms”). You expressly agree to the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Stripe.
281
282We use a number of defined terms in this Connected Account Agreement. The products and services that you receive from a Connect Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Examples of Platform Services that a Connect Platform may agree to provide are web development or hosting services, customer service, processing of refunds, and the handling of consumer complaints. Your agreement with a Connect Platform for the provision of the Platform Services is “Your Platform Agreement”. Actions submitted by you or on your behalf using Stripe Connect are referred to as “Activity”, and this includes the communication of information about Transactions (including Charges) and Refunds, adjustments, the handling of Disputes (including chargebacks), as well as other features as described in the Stripe Connect documentation, and “Your Data” refers to data about you, Activity on your Stripe Account, and your Transactions. For other capitalized terms not defined in this Connected Account Agreement (either in-line or by hyperlink), the applicable definitions are set out in the Stripe Services Agreement.
283
284You represent to Stripe that all of the information that you provide to us directly or through a Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement.
2851. Relationship to Other Agreements
286
287Please read this Connected Account Agreement carefully. To the extent that there is a conflict between the Stripe Services Agreement and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail.
2882. Stripe Connect — Your Stripe Account
289
290Stripe Connect allows Connect Platforms to help you use the Services, which may include the ability for you to receive payments for goods and services, or to receive charitable or campaign donations. A Connect Platform may help you to create your Stripe Account, or to integrate your existing Stripe Account with the Connect Platform. A Connect Platform may also conduct Activity on your behalf, provided that it does so in accordance with Your Platform Agreement. You should read Your Platform Agreement carefully in order to understand the nature of the Platform Services and the Activity that a Connect Platform may conduct on your behalf. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement.
2913. Your Obligations
292
293You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of the Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with a Connect Platform, you are always financially liable to Stripe for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the Services. These obligations are described in more detail in Section C of the Stripe Services Agreement.
294
295Depending on the Connect Platform, you may have access to directly manage your Stripe Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Stripe Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information.
296
297Depending on your location, a Connect Platform may allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform should let you know if there is a fee associated with your use of Instant Payouts. When Instant Payouts is used, Stripe will attempt to settle payment processing proceeds within minutes of receiving the payout request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. Stripe and your Connect Platform reserve the right to change or suspend Instant Payouts to you at any time, including (a) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by Law or court order.
2984. Relationship to Connect Platforms
299
300You understand and agree that Connect Platforms and Stripe may share Your Data in order to facilitate your use of Stripe Connect or the Platform Services. Where Stripe receives Your Data from Connect Platforms, Stripe may use the Data in accordance with the Stripe Services Agreement and the Stripe Privacy Policy.
301
302The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which should be made clear to you in Your Platform Agreement. Stripe’s standard fees for the Services are posted on our web site, although Stripe may have agreed fees with a Connect Platform that are different from these amounts. Stripe’s fees will either be disclosed to you separately, or will be consolidated with the fees for the Platform Services. Stripe will have the right to deduct from your Stripe Account balance both Stripe’s fees for Services and the Platform Services fees specified to us by the Connect Platform. If your Stripe Account balance becomes negative, you authorize Stripe to debit the amount owed from your Payout Account. If you believe that fees have been incorrectly deducted, or that your Connect Platform has not properly disclosed its fees to you, please contact us.
3035. Limitations on Stripe’s Liability
304
305Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, or for any non-compliance by a Connect Platform with the terms of Your Platform Agreement. Stripe is also not responsible for your obligations to your customers (including to properly describe and deliver the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your customers, or receipt of charitable donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.
3066. Other General Legal Terms
307
308a. Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Stripe Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. Stripe may also terminate this Connected Account Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Stripe.
309
310Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated in accordance with the terms and conditions of the Stripe Services Agreement. Termination of the Stripe Services Agreement will cause this Connected Account Agreement to automatically terminate.
311
312b. Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. No provision of this Connected Account Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Connected Account Agreement does not limit any rights of enforcement that Stripe may have under trade secret, copyright, patent, or other laws. Stripe’s delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.
313
314c. Stripe Services Agreement: The Stripe Services Agreement version incorporated into this Connected Account Agreement is the version applicable to your Stripe Account jurisdiction. If the name of your jurisdiction does not appear in the title of the page accessible via this` Stripe Services Agreement link, please contact us and we will provide you with the correct link.
315
316d. Right to Amend: Stripe may amend this Connected Account Agreement at any time. You will be provided with notice of amendments through email (which may originate from Stripe or from a Connect Platform), the Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you 7 days after the amendment is made by Stripe (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Connected Account Agreement.
317
318e. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance.
319
320f. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. This Agreement sets forth your exclusive remedies with respect to Stripe Connect. If any provision or portion of this Connected Account Agreement is held to be invalid or unenforceable under applicable law, then it will be reformed interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
321
322Thank you and welcome to Stripe Connect!
323
324
325Stripe Atlas Agreement
326
327Last Updated: October 5, 2018
328
329Stripe Atlas is a program designed to support global entrepreneurs by facilitating access to the building blocks of a global Internet or e-commerce business, including: (i) creation of a U.S. business entity by Rocket Lawyer Incorporated (“Rocket Lawyer”) or another business formation partner as we may designate from time to time (“Incorporation Service”), (ii) establishment of a U.S. bank account (“Deposit Account”) with Silicon Valley Bank or another bank that we may designate from time to time (the “Bank”), (iii) payment processing services provided through Stripe, Inc. (“Stripe”), (iv) access to U.S. tax and legal information from partners including PricewaterhouseCoopers (“PwC”), Orrick, Herrington & Sutcliffe LLP (“Orrick”) and any other tax and legal partners that we may designate from time to time (“Tax Partners” and “Legal Partners”), and (v) other services and tools as the program’s network of partners and collaborators grows over time.
330General terms
331
332This Stripe Atlas Agreement (“Agreement”) is a contract between the legal entity formed pursuant to your participation in Stripe Atlas (“Legal Entity”), as well as the founder and/or promoter of such entity in his or her individual capacity (“Founder”)(Collectively, Founder and Legal Entity are referred to as “you”, “your”, or “user”), Stripe, and Stripe GEP, Inc. (“SGEP”). Collectively Stripe and SGEP are referred to as “we”, “our”, or “us”.
333
334As used in this Agreement, the term “Stripe Atlas Service” means the services provided by SGEP through a collaboration among Stripe and various services providers (“Service Providers”) as described in this Agreement, the documentation provided on the Stripe Atlas website, the Dashboard, the Stripe Atlas documentation, and in any communications sent to you by Stripe (collectively, “Stripe Atlas Documentation”). The term “Services” is defined in the Stripe Services Agreement (“Services Agreement”), and, for clarity, the Stripe Atlas Service is a “Service”. This Agreement, as well as the Services Agreement (which is incorporated by reference), govern your use of the Stripe Atlas Service, and the Services Agreement applies to and governs any Services (in addition to the Stripe Atlas Services) that you may use.
335
336By completing the Stripe Atlas application and/or using the Stripe Atlas Service, you acknowledge and agree that the Stripe Atlas Service is for commercial purposes only and you will not use the Stripe Atlas Service for personal, family, or household use.
337
338The person executing this Agreement on your behalf represents that he or she is 18 years of age or older, that all the information provided to us is accurate and complete, and that he or she is authorized to agree to this Agreement on your behalf. If this Agreement is entered into before incorporation of the Legal Entity, once incorporated, the Legal Entity must expressly accept and assume all rights and obligations under this Agreement through a duly adopted resolution of its board of directors or in another manner reasonably acceptable to Stripe.
3391. Relationship to Other Agreements
340
341Use of the Stripe Atlas Service binds you to this Agreement and the Services Agreement, and to any updates or modifications to each we may make from time to time. To the extent that there is a conflict between the Services Agreement and this Agreement related to your use of the Stripe Atlas Service, this Agreement will prevail. Any capitalized terms that are used but not defined in this Agreement are defined in the Services Agreement.
3422. The Stripe Atlas Service and Service Providers
343
344a. Overview: The Stripe Atlas Service is an online platform that enables accepted users to access Service Providers who can assist with: (i) the formation and operation of a business entity, (ii) if selected, the application for and creation of a Deposit Account, (iii) information about the U.S. tax and legal systems, and (iv) any additional services that we may decide to provide from time to time as described through the Stripe Atlas Documentation.
345
346b. Information Required: Each Founder will complete an application provided by Stripe (“Stripe Atlas Application”) requesting information necessary to apply for a Stripe Atlas account, a Stripe account and, if selected, a Deposit Account.
347
348More specifically, you must provide, and we will collect, detailed information about your business, that may include but is not limited to: (i) details on your product, business model, and flow of funds, (ii) personal information about each of your representatives and beneficial owners, and (iii) business information for both any newly formed U.S. entity as well as any U.S. or foreign parent entity including legal name, address, tax identification number, and constituent documents. We may also collect financial and operational information about your business for the purpose of filing a BE-13 Claim for Exemption (Survey of New Foreign Direct Investment in the United States) with the U.S. Department of Commerce Bureau of Economic Analysis.
349
350We will attempt to verify the information you provide using various programmatic and manual methods of review. This may include verification of personal identification and beneficial ownership, denied persons or parties checks, and other efforts to verify the legitimacy of business entities who are beneficial owners.
351
352We are required to comply with laws intended to help prevent the funding of terrorism and money laundering activities. These laws require all financial institutions to obtain, verify, and record information that identifies businesses and persons to whom we provide services.
353
354The information you provide to us in the Stripe Atlas Application, including your name, address, date of birth, and other information, allows us to identify you. All or portions of this information may also be provided to the Bank if you choose to establish a Deposit Account.
355
356We use information about you to facilitate the opening process for your Stripe Atlas account, Stripe account and, if selected, Deposit Account. If you choose to establish a Deposit Account, you hereby direct Stripe to transmit the information in the Stripe Atlas Application to the Bank to expedite your application.
357
358At any point and for any reason, we may require you to provide us with information related to our provision of the Stripe Atlas Service. We may use such information to verify your identity, the nature and ownership of your business, to evaluate the risk of doing business with you, or for other purposes related to the provision of the Stripe Atlas Service. You are responsible for ensuring that all information provided by you is accurate and complete. You will have no recourse, and we will have no liability, if upon evaluation of your Stripe Atlas Application or any related information, either we or any of our partners or collaborators in Stripe Atlas decline to do business with you.
359
360c. Entity Formation; Registered Agent: When your Stripe Atlas Application has been approved and you have signed the documents required to set up the Legal Entity, the Incorporation Service will form a Delaware entity based on the information provided in your Stripe Atlas Application. As part of the Stripe Atlas Service, you authorize Rocket Lawyer, or another Delaware registered agent designated by Stripe to serve as your Delaware registered agent (“Registered Agent”) when the Legal Entity is formed. Until we notify you to the contrary, Rocket Lawyer is the designated Incorporation Service and Registered Agent for the Stripe Atlas Service. The Rocket Lawyer Terms of Service will apply as between you and Rocket Lawyer to the extent that you are the recipient of services provided by Rocket Lawyer and its agents. You are solely and exclusively responsible for updating your address, contact, and other business information with the Registered Agent through your Stripe Atlas account or by contacting Stripe Atlas.
361
362The Rocket Lawyer Terms of Service provide that Registered Agent services will automatically renew, and you are obliged to pay renewal fees for any renewal period. You may cancel the Registered Agent’s appointment at any time by providing us with 30 days advance notice to atlas@stripe.com. However, if you exercise this cancellation right, the Registered Agent may remain your registered agent until you appoint a new registered agent, and you will be responsible for the Registered Agent’s fees until such time as this occurs. If your entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution so that we may inform the Registered Agent of this fact. If you cancel the Registered Agent’s appointment, or the appointment is otherwise terminated, you will not receive a refund for any prepaid fees, including fees for the time period between cancellation or termination and the appointment of a new registered agent. If you do not make full payment when due, your Registered Agent services may be terminated. You agree to bear any risk and under no circumstances will we or the Registered Agent be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination of the Registered Agent services.
363
364d. Bank Account: If you choose to establish a Deposit Account, you direct SGEP to provide the Bank with all requisite formation and constituent documents and all personal and tax identification information necessary to open and maintain a Deposit Account.
365
366After SGEP transmits your Stripe Atlas Application to the Bank, the Bank will review the application using its own criteria, including its prudential standards, anti-money laundering program, and other regulatory obligations. You must meet the Bank’s eligibility criteria before the Bank will open a Deposit Account for you. You acknowledge that the Bank may have separate documentation and disclosures for you to review and sign prior to opening a Deposit Account (“Deposit Agreement”).
367
368You must direct any service or support questions relating to your Deposit Account to the Bank for resolution. You acknowledge that Stripe is not responsible for any of your service or support questions relating to your Deposit Account.
369
370In the event of any conflict between this Agreement and the Deposit Agreement, the Deposit Agreement will control with respect to the Deposit Account provided by Bank.
371
372e. Professional Information: As part of the Stripe Atlas Service, you will receive access to guides, information and documentation related to starting and running a business. Such materials include a U.S. Tax Considerations Guide prepared by PwC, and a U.S. Legal Considerations Guide and Forms prepared by Orrick, as well as the Stripe Atlas Documentation. You acknowledge that such materials are made available solely for informational and educational purposes and do not constitute tax or legal advice.
373
374f. Stripe Atlas Forum: Users are invited to join the Stripe Atlas Forum. Your participation in the forum is subject to this Agreement and the Services Agreement.
375
376g. New Services: Unless explicitly stated otherwise, any new features, communications, or services that change or add to the current Stripe Atlas Service are subject to this Agreement and the Services Agreement.
377
378h. Limitations: You acknowledge, understand, and agree that: (i) Stripe is neither a law firm nor an accounting firm and as such provides no legal, tax or accounting advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, and materials provided through the Stripe Atlas Service are provided to you for informational and educational purposes only and do not constitute tax or legal advice, and (iv) none of the Stripe Atlas Documentation, website, Dashboard, Forum, or this Agreement is intended to create an attorney-client relationship, and if you communicate with Stripe then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney.
379
380The Stripe Atlas Service provides users with access to a collection of content and services. Content available through the Stripe Atlas Service may be supplied by third parties. Any opinions, advice, statements, services, offers, or other information that constitute part of the content expressed or made available by third parties, including without limitation, Service Providers, are those of the authors or distributors and not of Stripe or its affiliates or any of its officers, directors, employees or agents. Stripe neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made through the Stripe Atlas Service. Under no circumstances will Stripe, or its affiliates, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Stripe Atlas Service.
381
382i. Additional Obligations, Limitations: You agree to: (i) comply with the sanctions laws of the United States as administered by the Office of Foreign Asset Controls, (ii) not use the Services to accept payments in connection with any unlawful gambling, unlawful internet gambling, or other “restricted transactions” under the federal Unlawful Internet Gambling Enforcement Act of 2006 or any state laws, and (iii) not engage in any other prohibited business.
3833. Processing Transactions
384
385We may establish exposure limitations for you, and you agree not to process in excess of these exposure limitations. The exposure limitations may be based on risk factors of our choosing, including aggregate limits created between Stripe and the Bank. These limits may include limits on processing volume, receiving payments from or making payments to specific parties, or any other limitations we deem appropriate. We will inform you of any limitations under any applicable exposure limitation.
3864. Use of Data and Data Protection; Privacy
387
388Protecting, securing, and maintaining the information processed and handled through the Stripe Atlas Service is one of our top priorities, and it should be yours, too. This section describes our respective obligations when handling and storing information connected with the Stripe Atlas Service. The Services Agreement describes your and our obligations with respect to Data (as that term is defined in the Services Agreement, and which, for the purposes of this Agreement, expressly includes data related to the Stripe Atlas Service).
389
390a. General: You consent to our disclosure of the Data you provide to us including your name and address, and information about the transactions that you process through the Services to the Bank and other Service Providers, to facilitate providing the Stripe Atlas Services to you. You also consent to our, the Service Providers’, and the Bank’s use of Data provided to or collected by us as part of providing the Stripe Atlas Service for internal analyses and fraud monitoring, aggregated and anonymized reporting, and as permitted in the Services Agreement (which incorporates the Stripe Privacy Policy.
391
392b. Confidentiality: Stripe will maintain User Data in our possession as your confidential information, and will only use such User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will maintain any Data you receive through the Stripe Atlas Services that is not User Data as Stripe’s confidential information, may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Stripe Atlas Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data for marketing purposes unless it has received the express consent from a specific person to do so.
393
394c. Privacy: Protection of Personal Data is very important to us. Our Stripe Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.
395
396We may collect additional Data about you from Service Providers regarding your use of their services to enhance the Services we provide to you. The Data we may receive varies by provider and is controlled by that provider. The collection, sharing and use of Data by our Service Providers is governed by their respective privacy policies. Our use of Data we receive about you from Service Providers is governed by this Agreement and our Privacy Policy.
397
398You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Stripe Atlas Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Stripe — or allow Stripe to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect using cookies or other similar means.
399
400We will comply with our obligations under Law if we become aware that we caused a loss, theft, or breach of Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact.
4015. Service Fees
402
403We provide the Stripe Atlas Service to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. These include one-time Fees for incorporation and related filing services and costs; and may include ongoing fees for maintaining your Registered Agent or for providing the Stripe Atlas Service. If Stripe collects fees for services provided by Service Providers, Stripe’s sole role is to collect and remit fees to these Service Providers. Stripe does not take on any obligation with respect to the delivery of the relevant services. All fees charged by us will be reflected in your Dashboard or in communications sent to you by Stripe, and you agree that Stripe has the right to deduct fees from amounts processed for you, and, to the extent applicable, you agree to be bound by the NACHA rules for any such fees deducted via the ACH system. Fees for Services other than the Stripe Atlas Service (such as processing a payment) are charged separately. We may revise the Fees at any time.
404
405If you do not understand the Fee Schedule or you have a question about Fees, please contact us.
406
407You are solely responsible for communicating any amounts charged to your customers and agree to clearly communicate any such amounts in advance of charging your customers. If you pass along to your customers or other third parties the amounts you pay for the Stripe Atlas Service, you must do so accurately and without further markup or surcharge.
4086. Indemnification
409
410In addition to indemnification obligations under the Services Agreement, you agree to defend, indemnify, and hold harmless Stripe, SGEP, and the Service Providers, as well as the affiliates and respective employees and agents of each (each an “Indemnitee”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to: (i) your breach of any provision of this Agreement, (ii) any disputes between you and your customers, or (iii) your use of Stripe Atlas Service in a manner that is illegal, violates applicable Law, or is inconsistent with the Stripe Atlas Documentation.
4117. Representations and Warranties
412
413In addition to the representations and warranties you make to us in the Services Agreement, you further represent and warrant to us that you will: (i) ensure that you comply with your obligations under this Agreement, (ii) comply with all applicable Laws, and (iii) not use the Stripe Atlas Service in a manner that is illegal, or could be considered unfair or deceptive.
414
415You may use the Stripe Atlas Service for the purposes described in this Agreement and in a manner consistent with the Stripe Atlas Documentation. Except as expressly stated to the contrary, no license, ownership or other interest is transferred under this Agreement.
416
417Except as expressly provided in this Agreement, we provide the Stripe Atlas Service to you on an “as is” and “as available” basis, without any warranties, express implied, or statutory.
4188. Limitations of Liability
419
420We are not responsible for and disclaim all liability for your, your employees’, and your agents’: (i) acts or omissions in providing products or services to your customers, or accurately describing such products or services, (ii) compliance or failure to comply with applicable Laws and obligations related to your business, and (iii) providing customer service, notifications, or receipts, handling refunds or consumer complaints, or taking other actions related to your business.
421
422In no event will any Indemnitee be liable for any lost profits or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, or in connection with, or relating to this Agreement, the Stripe Atlas Service, or any other Service, including without limitation the use of, inability to use, or unavailability of Services. Under no circumstances will any Indemnitee be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Stripe Atlas Service, other Services, your Stripe account, or information that you provide.
423
424The Indemnitees assume no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from use of the Stripe Atlas Service, to the maximum extent permitted by applicable Law, (ii) unauthorized access to or use of third-party servers used in connection with the Stripe Atlas Service or any data stored therein, (iii) any interruption or cessation of the Stripe Atlas Service or other Services, (iv) any software bugs, viruses, Trojan horses, or other harmful code that may be transmitted to or through the services used to provide the Stripe Atlas Service or harmful code that may be transmitted to or through the services used to provide the Stripe Atlas Service, (v) errors, inaccuracies, or omissions of information, or any losses incurred, resulting from the use of the Stripe Atlas Service, (vi) information transmitted through the Stripe Atlas Service that is defamatory, offensive, or illegal, or (vii) the conduct of any third party.
425
426Without limiting the foregoing provisions, the Indemnitees’ cumulative liability will be limited to direct damages and in all events will not exceed the aggregate amount of the fees paid by you for use of the Stripe Atlas Service during the three (3) month period immediately preceding the event giving rise to the claim for liability.
427
428This Limitation of Liability section applies regardless of the legal theory on which the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if the Indemnitees have been advised of the possibility of such damage.
4299. Other General Legal Terms
430
431a. Term, Termination, and the Effects of Termination: The term of this Agreement will begin when you submit your Stripe Atlas Application and will end when terminated by you or by us as described in this Agreement or the Services Agreement. Termination of the Services Agreement for any reason will immediately terminate this Agreement. We may terminate this Agreement or suspend your access to some or all of the Stripe Atlas Services (i) if you are in breach of this Agreement or the Services Agreement, or we suspend your Stripe account or the ability to submit transactions via your Stripe account, (ii) upon 30 days’ notice for any reason, (iii) if your participation in Stripe Atlas or use of the Stripe Atlas Service presents, in our sole discretion, a heightened risk of legal or regulatory non-compliance or an unacceptable risk of harm to Stripe or a Service Provider, (iv) if you become the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, (v) upon the demand of the Bank, (vi) if you fail to provide any information we request to verify your identity, the nature and ownership of your business, or evaluate the risk of doing business with you, or (vii) if required to do so under court or legal order or as required by Law. Termination of this Agreement will not affect any continuing compliance obligations to which you may be subject including corporate filing, governance, and taxation obligations.
432
433Sections 2(h), 4, and 6-9, and all provisions giving rise to continuing obligations will survive termination of this Agreement.
434
435b. Dispute Resolution; Agreement to Arbitrate: The provisions of the Services Agreement governing dispute resolution apply to this Agreement.
436
437c. Right to Amend: We may amend this Agreement upon notice to you, which may be provided through email, the Dashboard, or our web site. You agree that any changes to this Agreement will be binding on you upon notice. If you elect to not accept any changes to this Agreement, you must terminate this Agreement by providing notice to Stripe. Failure to provide such notice or any continued use of the Stripe Atlas Services shall be deemed to be your affirmative consent to such changes.
438
439d. Assignment: You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Stripe Atlas account or services to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. Stripe may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
440
441e. Entire Agreement: This Agreement constitutes the entire agreement between you and us with respect to the Stripe Atlas Service. Except where expressly stated in a separate agreement duly executed by us, if there is any conflict between this Agreement and any other agreement related to the Stripe Atlas Service, including the Services Agreement, this Agreement will prevail to the extent of the inconsistency. This Agreement and the Services Agreement describe our entire liability to you and sets forth your exclusive remedies with respect to the Stripe Atlas Service. If any part of this Agreement or Services Agreement is held to be invalid or unenforceable under applicable Law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law, and the remaining provisions will continue in full force and effect.
442
443
444Stripe Checkout User Terms of Service — United States
445
446Last Updated: June 21, 2018
447
448These Stripe Checkout User Terms of Service are a legal agreement between Stripe, Inc. (“Stripe”, “we” or “us”) and you, the user of the Stripe Checkout service (“you”). By using the Stripe Checkout service, you agree to be bound by these terms and conditions.
4491. General.
450
451The Stripe Checkout service (“Stripe Checkout”) is technology that makes it easier for merchants on the Internet (“Merchants”) to collect payment from individuals like you. Stripe Checkout also makes it easy for you to store a credit card or debit card (“Payment Credentials”) with Stripe for use across the websites of Merchants who’ve chosen to enable it.
4522. Using Stripe Checkout.
453
454When you check out on the website of a Merchant that has Stripe Checkout enabled, we will ask you if you’d like us to remember you. When you allow us to remember you, Stripe will store certain identifying information, such as a password, your email address, or your mobile phone number (“Stripe Credentials”), and your Payment Credentials. The advantage of remembering you is that it will make your checkout quicker and easier if you come back to the same website, or to any of the other websites that use Stripe (a “Checkout Enabled Site”) – this can be especially handy when you’re on a mobile device or don’t have your credit card in front of you.
455
456If you elect to allow us to remember you, Stripe will use cookies to link your web browser to your Stripe Credentials and recognize when you return to a Checkout Enabled Site. If you come to a Checkout Enabled Site and we don’t recognize you (for example, because you’ve cleared your cookies, logged out, or you’re using a different device), we will provide a way for you to identify yourself and login via your Stripe Credentials (for example, by sending you a verification code via SMS text message). While you are logged in, Stripe will give you the ability to make purchases using your stored Payment Credentials. Stripe may also allow you to make a purchase with your Payment Credentials by sending a message directly from the email address or phone number stored as your Stripe Credentials (for example, to authorize a purchase via SMS).
457
458If you send us text messages, or have us send you one, don’t forget that your carrier might charge you for that.
4593. Stripe’s Role.
460
461Stripe Checkout is a way of storing your Payment Credentials, but it doesn’t change anything else about your relationship with the Merchant you’re paying or your bank or credit card company. You are ultimately responsible for the purchases you make using Stripe Checkout. Also, the Merchant is the one responsible for providing you the goods or services that you purchase using Stripe Checkout, not Stripe. Stripe will use reasonable efforts to keep your Payment Credentials secure.
4624. Making Changes.
463
464If you want to delete your Payment Credentials, stop storing information using Stripe Checkout, or change your settings, please contact us.
4655. Representations and Warranties.
466
467By using Stripe Checkout you represent and warrant that you are at least 18 years of age and that you will not use Stripe Checkout for any fraudulent, unlawful or abusive purpose.
4686. Disclaimers.
469
470Stripe Checkout, including all content, software, functions, materials, and information made available on, provided in connection with or accessible through Stripe Checkout, are provided “as is.” To the fullest extent permissible by law, Stripe, its affiliates, and their agents, merchants or independent contractors (the “Disclaiming Entities”), make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by Stripe Checkout, or for any breach of security associated with the transmission of sensitive information through Stripe Checkout. Each Disclaiming Entity disclaims without limitation, any warranty of any kind with respect to the services, noninfringement, merchantability, or fitness for a particular purpose. The Disclaiming Entities do not warrant that the functions contained in the services will be uninterrupted or error free. The Disclaiming Entities shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions. The Disclaiming Entities are not responsible for the accuracy of any payment instrument, offer, or reward program item information, including, without limitation, whether such information is accurate.
4717. Limitations of Liability; Force Majeure.
472
473In no event shall any Disclaiming Entity be responsible or liable to you or any third party under any circumstances for any indirect, consequential, special, punitive or exemplary, damages or losses, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses which may be incurred in connection with any Disclaiming Entity or the services, or any goods, services, or information purchased, received, sold, or paid for by way of the services, regardless of the type of claim or the nature of the cause of action, even if the Disclaiming Entity has been advised of the possibility of such damage or loss. In no event shall the Disclaiming Entities’ total cumulative liability arising from or relating to these Terms of Service exceed $10 US dollars. Each party acknowledges that the other party has entered into these Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no Disclaiming Entity shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
4748. Governing Law.
475
476These Terms of Service will be governed by the laws of California, except for California’s choice of law rules, and by applicable federal United States laws. Each party agrees to submit to personal and exclusive jurisdiction of the courts located in San Francisco, California.
4779. Modification of Terms of Service; Notices.
478
479We have the right to change or add to these Terms of Service at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of Stripe Checkout by posting such changes on our website or any other website we maintain or own. We may provide you with notice via email, postings on our website, or through other reasonable means. If you are an existing Stripe Checkout user, the changes will come into effect 10 days after we post the changes to our website, and your use of Stripe Checkout more than 10 days after we publish any such changes on our website, constitutes your acceptance of the modified Terms of Service. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of Stripe Checkout. You can access a copy of the current terms of these Terms of Service on our website at any time. You can find out when these Terms of Service were last changed by checking the “Last Updated” date at the top of these Terms of Service.
48010. Assignment.
481
482You may not assign these Terms of Service or any rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Terms of Service and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
48311. Data.
484
485By using Stripe Checkout, you agree to the Stripe Privacy Policy, which is incorporated into and forms part of these Terms of Service. You should be aware that your data may be transferred, processed and stored outside of your country (including, if you are located in the European Union, outside of the European Union), and that your data may be subject to disclosure as required by applicable law.
486
487Stripe has implemented reCAPTCHA on Stripe Checkout. Use of reCAPTCHA is subject to the Google Privacy Policy and Terms of Service.
48812. Survival.
489
490Upon termination of your use of Stripe Checkout or termination of these Terms of Service for any reason, in addition to this section, the following sections shall survive termination: Sections 5 through 13.
49113. Miscellaneous.
492
493Stripe’s failure to exercise or enforce any right or provision of the Terms of Service will not be considered a waiver of that right or provision. If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. these Terms of Service, including Stripe’s policies governing Stripe Checkout referenced herein, constitutes the entire agreement between you and Stripe with respect to the use of Stripe Checkout. These Terms of Service are not intended and shall not be construed to create any rights or remedies in any parties other than you and Stripe, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms of Service. These Terms of Service do not limit any rights that Stripe may have under trade secret, copyright, patent or other laws.
494
495
496Stripe Issuing: Commercial Card Program Agreement Public Beta
497
498Last Updated: June 21, 2018
499
500This agreement (“Agreement”) sets out the terms under which you may use commercial credit cards issued through the Program (as defined below).
501
502This Agreement is between you, Stripe, and Issuer. If you access the Program via a third-party platform that has been authorized by Stripe to offer access to the Program (a “Program Participant”), then the Program Participant is also a party to this Agreement. As used in this Agreement, “we”, “us” or “our” refers to Issuer and Stripe, as Issuer’s program manager. Except as indicated to the contrary, “You” and “Your” refers to the entity that has qualified for and established a Program User Account and one or more Card Account(s).
503
504Subject to this Agreement, you may authorize employees and other authorized persons to use the Cards to transact on your behalf (“Authorized Users”). You must appoint a person to manage your participation in the Program, including managing how Authorized Users use Cards (an “Administrator”). You are responsible for notifying your Administrator and Authorized Users of their authority and obligations under this Agreement, and for ensuring that the Administrator and each Authorized User complies with the terms of this Agreement. You must ensure that each Authorized User accepts this Agreement (other than Section 12) prior to activating a Card.
5051. Definitions.
506
507“Account” means either your Program User Account or Card Account.
508
509“Account Statement” means a report detailing Transactions, and amounts owed or credited to your Program User Account.
510
511“Bank Account” means the bank account designated by you for payment of amounts indicated on your Account Statement.
512
513“Card” means a commercial credit card issued by Issuer through which an Authorized User can make purchases in connection with a Card Account. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit account number. Physical cards may display your branding, or the branding of your Program Participant.
514
515“Card Account” means a sub-account of the Program User Account. A separate Card Account is created for each Card.
516
517“Card Limits” means the maximum amounts available for Charges. A Card Limit may apply to an individual Card, or across multiple Cards.
518
519“Card Network” means the payments card network operated by Visa, Inc. Visa is a registered trademark of Visa, Inc. Each Card is issued by Issuer, pursuant to a license from Visa, Inc.
520
521“Charge” means the payment for a Transaction using a Card over the Card Network.
522
523“Deposit” means cash deposit used to secure performance of all your payment obligations under this Agreement in an amount established as set forth in Section 12.3 below.
524
525“Disputed Charge” means a Charge that you report as erroneous or unauthorized.
526
527“Issuer” means the Card Network principal issuing member(s) that participates in the Program, currently Regions Bank, an Alabama FDIC-insured state bank.
528
529“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
530
531“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.
532
533“Program” means the program through which the Issuer issues Cards to you for use by your Authorized Users.
534
535“Program Data” means information associated with Program eligibility criteria, Program User Accounts, the Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, Program User Account access credentials, Statements, records, regulatory compliance data, and any other information we use or generate to provide the Program Services to you, but does not include Personal Data or Program User Data.
536
537“Program Services” means the Program User Account, Card Accounts, Cards, Charge and payment processing for the Cards, Account Statements, and all other services provided to you by us in connection with the Program.
538
539“Program User Account” means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction histories, and (d) inform you of fees and payments you owe.
540
541“Program User Data” means proprietary or confidential information provided to Stripe to determine eligibility for a Program User Account, to establish the Deposit amount, or to otherwise permit Stripe to provide the Program Services to you and to fulfill its responsibilities to Issuer.
542
543“Spending Limit” means the maximum aggregate daily amount available to Authorized Users for Charges on all Cards issued to you.
544
545“Stripe” refers to Stripe, Inc., a Delaware corporation that is the program manager responsible for managing your Account and servicing Cards on behalf of Issuer and Program Participant.
546
547“Transaction” means the agreement between you and a merchant for the purchase of goods and services.
548
549The following Sections 2 – 10 are terms applicable to both you and your Authorized Users. In addition to complying with Sections 2 – 10 yourself, you must ensure that your Authorized Users also comply with these terms, as if they were you. You must also ensure that your Authorized Users comply with Section 11, which sets out terms specifically directed to Authorized Users. Section 12 applies to you, and not your Authorized Users.
5502. Opening an Account.
551
552You represent that you are a commercial business enterprise, and you agree that the Accounts are for business purposes only. You must provide information identifying your company and its beneficial owners, and other information required by us when opening your Account, and you agree to keep such information current. You acknowledge that Stripe may share this information with the Issuer. You represent and covenant that you are not currently and will not become subject to a U.S. Office of Foreign Asset Control (“OFAC”) list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Cards to you or from otherwise conducting business with you.
5533. Data Protection and Privacy.
554
555We will only use Program User Data and Personal Data as required to provide the Services to you, to fulfill our obligations to regulatory authorities, or as otherwise disclosed in the Stripe Privacy Policy. Protection of Program User Data and Personal Data is very important to us. The Stripe Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Program User Data and Personal Data you provide to us. You agree to review the terms of the Stripe Privacy Policy, which we update from time to time, and which forms part of this Agreement. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of the Program User Account, Card Accounts, Cards, Statements, and Charges without our express written consent.
5564. Notices and Communications.
557
558You consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We may send notices to your Account or to the email addresses or phone numbers maintained in the Account. You agree to keep all contact information in your Account current. Notices are considered received 24 hours after we deliver them to you. You are responsible for costs issued by internet or mobile service providers for sending or receiving these notices. You understand that acceptance of electronic notices is required under this Agreement and that you may only withdraw this consent by closing the Program User Account.
5595. Disclaimer.
560
561Unless clearly stated elsewhere in this Agreement, we make no express or implied representations or warranties regarding the Program Services, including warranties of merchantability, suitability or fitness for a particular purpose, title to and non-infringement of any technology or intellectual property provided by us, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim any representation or warranty that the Account, the Program Services, or the services of any third party provided in connection with this Agreement, will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.
5626. Limitation of Liability.
563
564Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Program User Account or Cards, or for the unavailability of the computer systems we use to provide the Services to you; or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Cards, even if such damages are foreseeable, and whether or not you have been advised of the possibility of such damages. We are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Cards, your Program User Account, or your failure to use or implement anti-fraud measures, security controls, or any other data security measures. We further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Program User Account inconsistent with this Agreement, or the instructions or other information we provide you with your Program User Account; (b) any unauthorized access of servers, infrastructure, or Program Data used in connection with the Program Services; (c) interruptions to or cessation of the Program Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services; (e) any errors, inaccuracies, omissions, or losses in or to any Program User Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by us under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
5657. Indemnification.
566
567You will, at your own expense, hold harmless, defend, protect, and indemnify us from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, reasonable attorneys’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description regardless of the form of action or legal theory incurred by us, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit brought by any third party against us caused or incurred by, resulting from, arising out of, or related to your: (a) material breach of any obligation, representation, warranty or covenant in this Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) gross negligence, fraud or intentional misconduct; or (d) violation of applicable law.
5688. Governing Law and Dispute Resolution.
569
570Alabama state and federal law govern this Agreement, the Account, and use of Cards, and apply without regard to Alabama’s conflict of laws principles. The “Dispute resolution; Agreement to Arbitrate” provision of the Stripe Services Agreement is incorporated into this Agreement by reference, and applies to all disputes, claims and controversies between you and us that arise out of or relate to this Agreement.
5719. Miscellaneous.
572
573This agreement constitutes the complete understanding of you, us and, if applicable, Program Participant, with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program. No waiver by either party of any breach of any provision of this agreement to be performed by a party will be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement. If any provision of this Agreement is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. We may transfer, sell, or assign the Accounts, Cards, this Agreement, or any other rights or obligations under this Agreement without providing you notice. You may not transfer, sell, or assign an Account, Cards, this Agreement or any obligations under this Agreement to another person or entity. Any assignment in violation of the foregoing will be null and void from the beginning. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time. We may prospectively add to, delete, or amend this Agreement at any time. We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Stripe Legal Page at the link https://www.stripe.com/card-program/legal (or successor site) or by delivering notice of changes to you electronically, and your continued use of the Cards will constitute acceptance of any such amendments and additions.
57410. Contact Information for Customer Service.
575
576Administrators and Authorized Users may reach customer service by contacting us online.
577
578You must also ensure that your Authorized Users comply with Section 11, which sets out terms specifically directed to Authorized Users.
57911. Additional Terms specifically directed to Authorized Users.
580
58111.1 Card Usage Terms. Authorized Users may only use Cards for bona fide business purchases, for valid and lawful purposes, and may not use Cards for personal, family or household purposes, or for cash advances or withdrawals. All Cards remain the property of the Issuer and must be returned upon request. Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this Agreement, suspected fraud, or creditworthiness. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.
582
58311.2 Declined Transactions. We reserve the right to decline Transactions with prohibited merchants. When an Authorized User uses a Card or Card number to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the final Charge is unknown at the time of authorization, a hold may be placed on the available funds in the Card Account for an amount equal to or in excess of the final Transaction amount. The funds subject to the hold will not be available to Authorized User for any other purpose the hold is released.
584
58511.3 Card Security. Authorized Users are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN).
586
587You are not required to oblige your Authorized Users to comply with the following Additional Program Terms. You are, however, obliged to comply with the Additional Terms yourself.
58812. Additional Program Terms.
589
59012.1 Requesting Cards and Activation. Administrators may request Cards to issue to Authorized Users through your Program User Account. You are solely responsible for any actions Administrators take on your behalf. Only Administrators will be allowed to make changes to the Program User Account. Only persons authorized by Administrators may initiate Charges on issued Cards. Cards must be activated prior to use. We will provide activation instructions to you, your Administrators and Authorized Users, either directly or through the Program Participant, or with delivery of physical Cards.
591
59212.2 Spending Limit and Card Account Holds. Prior to activation of your Program User Account, Administrators may establish a Spending Limit, and where desired, Card Limits through your Program User Account. Administrators may also establish limitations on the types of merchants with whom Authorized Users may enter into Transactions. We may establish and adjust the Spending Limit for your Program User Account, Cards or Charges in our sole discretion at any time. Charges will reduce the total Spending Limit and any Charges in excess of the Spending Limit will be declined. We may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Program User Account or Cards. We reserve the right to decline Transactions with prohibited merchants and/or place a hold on available funds in the Card Account for certain Transactions (as described further in Section 11.2 above). Where a hold is placed on a Card Account, the funds subject to the hold will not be available to you until the hold is released.
593
59412.3. Deposit. You are required to provide and maintain a Deposit with Issuer in the amount indicated in your Program User Account, which such Deposit amount will be determined by us in our sole discretion, and which at no time will be less than the Spending Limit. You understand that the Program User Account will not be activated for use until Issuer has received the Deposit. In the event you default or otherwise fail to perform any obligation owed to us, you authorize us to use, without notice or demand, the Deposit to satisfy any such default or unpaid obligation. You represent that the Deposit is made in the ordinary course of your business, and that the Deposit is not a transfer made on account of any prior debt to us. Your payment and our acceptance of the Deposit does not create a trust relationship between you and us. You authorize Issuer to commingle the Deposit with other Issuer funds. We may also require an increase to the Deposit amount at any time that exceeds the Spending Limit established by you, and you will pay the amount of any such increase within one (1) Business Day. Stripe will return the amount of any Deposit funds to you upon: (i) termination of the Program User Account, (ii) return or destruction of all Cards issued to you, and (iii) full performance by you of your payment obligations to us. You authorize us to electronically debit your designated Bank Account via the Automated Clearinghouse Network (“ACH”) in amount sufficient to maintain the Deposit at all times, and on a recurring basis. You will provide such authorization and Bank Account information in the Program User Account. Amounts debited from the Bank Account will be available for allocation to Card Accounts generally within one (1) business day from the date we debit your Bank Account; however, we cannot guarantee that Issuer will receive the funds in a timely manner and we will not be liable to you if Charges are declined for insufficient funds due to any such delay. You should take into account the possibility of any such delays when establishing the Spending Limit.
595
59612.4. Account Statements and Payment. You must pay all Charges made on Card Accounts and Cards, and all fees or penalties incurred through use of Cards for such Charges. These amounts will be reflected on your Account Statement made available to you through your Program User Account. You authorize us to debit funds you owe us from your Deposit to pay for Charges and all other amounts reflected on each Account Statement. On the due date of each Account Statement, we will initiate a debit from your Bank Account to pay the amount indicated on the Account Statement which such amount will be sufficient to replenish the Deposit amount. The exact time that the Bank Account will be debited for the amount charged to your Program User Account may vary, depending on the processing capabilities of the bank at which the Bank Account exists. If insufficient funds are available in the Bank Account to replenish the Deposit at the time the debit is initiated, you will not be able to make any further Charges in excess of the remaining Deposit amount using the Cards until such time as the Deposit is fully replenished. Furthermore, you may be assessed late payment fees, and late interest fees related to the insufficient funds transaction. You may change your Bank Account using your Program User Account at any time, however, we are not responsible for any fees or losses you suffer that result from erroneous account information provided by you, or due to the timing of the change.
597
59812.5. Program User Account and Card Fees. We will disclose fees and penalties associated with the Program User Account and Cards before you open a Program User Account. Fees and penalties may include periodic fees, foreign Transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement, and penalties for late or failed payments. We may change fees or penalties by providing you 30 days’ notice. All fees or penalties owed are in addition to amounts owed for Charges on the Account. We reserve the right to prevent Cards from functioning outside the United States. In the event that Cards are used to make international Charges, Issuer will convert the Charges you make in a currency other than USD into USD. We will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.
599
60012.6. Reporting Errors or Disputing Charges. If you believe a Charge was made in error or was unauthorized, or if you believe the Account Statement contains any errors, please contact Stripe. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge posted to the Program User Account. The Card Network does not accept, and we will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Program User Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. We will review the information you submit in a commercially reasonable manner. The Program User Account is commercial in nature and, thus, the Electronic Funds Transfer Act (EFTA), Regulation E, and other Card-related consumer protection laws do not apply to Disputed Charges. To avoid late fees or late interest Charges and possible Spend Limit problems, you should pay the Disputed Charge while we determine the validity of the dispute. In the event the dispute is deemed valid, we will credit the Disputed Charge amount back to your Program User Account. By accepting this Agreement, you assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to the Program User Account.
601
60212.7. Card Security and Responsibility for Unauthorized Charges. You are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). You are responsible for Charges, fees and penalties resulting from any Authorized User’s failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Transactions on Cards issued to you. If you or an Authorized User uses or allows someone else to use the Card or Card Account for any other purpose, you will be responsible for such use and may be required to reimburse us and the Card Network for all amounts or expenses paid by such entities as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on the Program User Account and each Card Account, and you agree to notify us immediately as instructed in your Program User Account of any loss, theft or unauthorized use of the Program User Account or any Card. You understand that you are liable for the unauthorized use of the Program User Account and Cards to the fullest extent permitted by applicable law.
603
60412.8. Default, Failure to Pay and Collections. We may determine that your Program User Account is in default if you (a) breach this Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; (b) open or maintain an Account using inaccurate or false information; or (c) pose an unacceptable regulatory, reputational, or financial risk. If we determine that the Program User Account is in, or is likely to be in default, we may reduce your Spending Limit, may cease to authorize Charges, may refuse to issue new Cards, and/or may deem all amounts you owe immediately due. You will pay any legal fees we incur and all other reasonable costs we incur while collecting amounts owed by you under this Agreement. Subject to applicable law, you agree that we have the right to set-off or recoup any amount you owe on the Program User Account or any claim we have related to this Agreement against or from your Deposit.
605
60612.9. Closing Your Account. We may refuse to authorize any Charge or may close or suspend any Card or your Program User Account in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Program User Account upon payment of amounts owed or replenishment of the Deposit as set forth in Section 12.3; or may require you to provide financial and other information reasonably necessary to comply with legal or regulatory requirements, and our risk policies. You may close the Program User Account or any Card Account by providing notice to us through the Program User Account. You must pay all amounts owed under this Agreement prior to closure of the Account.
607
60812.10 Program User Marks. If Program User elects to place Program User’s name, logo and other service marks (“Program User Marks”) on the Cards, Program User hereby grants a fully paid up, worldwide, non-exclusive, revocable license to us to use Program User Marks on Cards and any other materials we provide that bear Program User Marks. Program User represents, warrants and covenants that it has, and during the Term will retain, title to and ownership of the Program User Marks.
609
610
611Stripe Partner Program Agreement
612
613Last Updated: June 18, 2018
614
615This Stripe Partner Program Agreement (“Agreement”) is a contract between Stripe, Inc. (“Stripe”) and the Stripe account holder that elects to join the Stripe Partner Program (“User”). The terms of this Agreement apply to User’s (and its personnel’s) participation in the Stripe Partner Program (“Program”).
616
617By submitting an application to join the Program, accessing the Portal (defined below), or otherwise participating in or accepting any Program benefits, User accepts this Agreement (which includes any terms and policies in or applicable to the Portal). The individual accepting this Agreement is doing so on User’s behalf and such individual represents and warrants he or she is agreeing to these terms on behalf of, and has authority to bind, User. User represents and warrants that it has read and understands this Agreement.
618
619This Program is designed to help implementers of Stripe technologies and services deliver solutions to their customers. User’s participation in this Program is voluntary.
6201. Definitions
621
622(a) “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party.
623
624(b) “Collateral” means packaging, documentation, marketing, and advertising materials in any media, now known or developed in the future, including print, broadcast, electronic, and online media.
625
626(c) “Confidential Information” means non-public information, know-how, or trade secrets in any form, that a reasonable person knows or reasonably should understand to be confidential based on the nature of the disclosure by Stripe or that Stripe designates as confidential. Information is not Confidential Information if it: (1) is or becomes publicly available without User’s breach of this Agreement; (2) was lawfully known to User without an obligation to keep it confidential; (3) is received by User from another source who can disclose it lawfully and without an obligation to keep it confidential; or (4) is independently developed by User.
627
628(d) “Effective Date” is defined in Section 10(a).
629
630(e) “Law” means all laws and regulations applicable to this Agreement or the Program promulgated by any government or administrative body having jurisdiction over the Agreement or the Program.
631
632(f) “Portal” means the “Stripe Partner Portal” section of the Stripe Dashboard, or a successor site as designated by Stripe. The Portal provides tools, information, marketing Collateral, policies about the Program, as well as best practices regarding implementing Stripe technologies and services and various online forms (e.g., to update User’s listing on Stripe’s “Works With” gallery, Program review status, support escalation form, etc.).
633
634(g) “Stripe Materials” means any tangible or intangible materials provided or made available by or on behalf of Stripe to User under or in relation to the Program, including the Portal. Stripe Materials include any modifications to, or derivative works of, such materials, but exclude any Stripe technologies or services licensed by User outside of this Agreement.
635
636(h) “Stripe SWAG” means limited-edition clothing and other paraphernalia that will generally be made available only to Program participants.
637
638(i) “Term” is defined in Section 10(a).
6392. Program
640
641(a) Program levels. The Program is open to qualifying companies that offer access to, or that build plugins and extensions for, Stripe technologies and services.
642
643(b) Eligibility. To be eligible to participate in the Program, User must at all times during the Term comply with this Agreement, Law, and the requirements specified in the Portal. The applicable requirements vary depending upon the Program category in which User wishes to participate.
644
645(c) Enrollment. User will be enrolled after it: (1) verifies its eligibility under Section 2(a); (2) accepts this Agreement; (3) is accepted by Stripe; and (4) if an annual Program fee is applicable to the Program category that User has selected, pays the then-current, annual Program fee. Stripe will notify User if and when its enrollment is complete.
646
647(d) Administration. Stripe will administer the Program and its benefits through the Portal and through Program-related notices. Stripe may communicate with User to: (1) administer the Program; (2) give User information about the Program, including events and training opportunities; (3) invite User to participate in surveys and any other opportunities; and (4) give User information and Stripe Materials (e.g., security information, technical information, sales and marketing information) to help it deliver solutions based on Stripe technologies and services, all in Stripe’s discretion.
648
649(e) Changes. Stripe may change or discontinue the Program, in whole or in part, in its discretion. Stripe will give User at least 30 days’ notice, via email or the Portal, if Stripe intends to discontinue the Program. Stripe will send such notices not provided through the Portal to the email or address User provided to Stripe when it enrolled (unless User has changed its online profile through the Portal). User is responsible for checking the Portal regularly for all other changes. Portal changes are effective on the date the changes are posted. Changes do not apply retroactively.
6503. Program benefits
651
652So long as User is fully in compliance with this Agreement and all Program requirements, it will be entitled during the Term to receive benefits generally as described in this Agreement (including the Portal). All Program benefits (including those described below in this Section 3) are subject to Section 2(e). Benefits may vary by the category in which User is participating in the Program, competency, country, and other relevant criteria in Stripe’s discretion. Access to or participation in certain Program categories or benefits may require payment of fees, may have additional or separate terms (e.g., agreements Stripe may have for participation in “beta” or other such programs or to event participation), or any combination of these. Any such requirements will be disclosed to User before it accepts such benefit. User must pay any such fees and accept any such additional or separate terms before accessing or using any Program benefit, as applicable. Any such separate or additional terms are deemed incorporated by reference in this Agreement, but solely as applicable to the benefit with which they were provided. User’s access to or use of the applicable Program benefits constitutes User’s acceptance of any such additional fees or separate or additional terms. User will use Program benefits according to this Agreement. Any Program benefits (and access to any Stripe Materials provided through or in connection with any Program benefits) are provided “as is”, “with all faults”, “as available”, and without warranties, guarantees, or services levels of any kind. Stripe’s provision of any such benefits to non-Program participants is not a breach of this Agreement. Delivery of certain benefits depends on User’s full and timely cooperation and on User’s information being complete and accurate. Without limiting the above, the following terms apply to certain Program benefits to the extent they remain in the Program.
653
654(a) Portal. User will ensure that its relevant employees become familiar with the Portal and consult it regularly to receive communications and notices from Stripe, including updates to policies, processes, best practices, and other information. Use of or access to the Portal (or certain of its functionalities) may be subject to separate or additional terms. User’s users will use the Portal responsibly, and User will permit only its authorized personnel to access it. If Stripe provides tools enabling User to self-administer its users’ access rights to such Portal, User will use such tools to monitor and control its users’ access.
655
656(b) Stripe Materials. Stripe may, from time to time, provide User with access through the Portal to various Stripe Materials, such as: (1) guidelines to help integrators provide the “best of Stripe” to their customers; (2) marketing Collateral; (3) best practices to implement Stripe technologies and services; and (4) other information. Any such Stripe Materials must be used solely in accordance with this Agreement (including any terms specific to those Stripe Materials as specified on the Portal). If the Portal does not provide a license specific to particular Stripe Materials, then the license in Section 4(b) will apply.
657
658(c) Partner Pages.Stripe may, during the Term, make available one or more online web properties to showcase various Program participants or other participants in Stripe’s ecosystem (each, a “Partner Page”). Each Partner Page may feature trademarks, logos, company names, and descriptions of, and other content and links or online buttons for, such participants, all as determined by Stripe in its discretion. The look and feel and functionality of any Partner Page will be determined by Stripe in its sole discretion. For clarity: (1) Partner Pages will be informational only and have no ecommerce or other transactional functionality; and (2) planned Partner Pages include Stripe’s official public “partner” directory (i.e., the “Works With Stripe” directory and successors) and Stripe’s internal “partner” directory for Stripe’s sales and user operations teams. Stripe will make all decisions regarding placing and promoting various Program participants within any Partner Page, other Stripe online properties, or other Stripe Collateral. If User is invited to provide content for a particular Partner Page, its right to participate is contingent on timely providing Stripe with all applicable content for the page, in form and substance acceptable to Stripe. Stripe may edit any content provided by User to comply with its content guidelines, formatting requirements, or otherwise. Certain Partner Pages or other Stripe online properties may allow third parties to comment on and rate Program participants. Stripe may use those ratings and other data to determine placement, marketing, or availability of Program benefits. User will not attempt to manipulate, and waives and releases Stripe from all claims related to, any such ratings. All Partner Page content provided to Stripe by or on behalf of User is deemed licensed to Stripe under Section 4(d).
659
660(d) Support. Stripe will establish dedicated technical support escalation channels for Program participants, as further described in the Portal. For clarity, under no circumstances is Stripe obligated to provide any such support to User’s customers under this Agreement or under any other agreement with User, and Stripe has no obligation to provide any particular quantity or frequency of support through such channels.
661
662(e) Beta and event access. Stripe may, from time to time, invite User to participate in applicable Stripe programs to provide User with pre-commercial-release access to, and software or service licenses for, new versions (if any) of Stripe technologies and services, all as determined by Stripe. Stripe may also invite User to participate in other events applicable to Program participants.
663
664(f) Stripe SWAG. Stripe may, from time to time, make Stripe SWAG available to User. Any Stripe SWAG will be in limited sizes and quantities and will be available solely on a first-come, first-served basis.
6654. Intellectual property
666
667(a) Limited trademark license. The “Stripe Partner Program Marks” are those trademarks, logos, symbols, and names (if any) identified on the Portal as being available for the use of Program participants. User must meet the criteria explained on the Portal to use the Stripe Verified Partner Marks. Subject to User’s compliance with the applicable terms of this Agreement (including those in Section 4(c)), Stripe grants User a nonexclusive, nontransferable, limited, royalty-free license to use the applicable Stripe Partner Program Marks, solely in accordance with the Stripe Marks Usage Agreement, and only so long as User meets such usage criteria. Stripe is the sole owner of the Stripe Partner Program Marks and the sole beneficiary of any goodwill related to User’s use of them.
668
669(b) Stripe Materials license. Stripe grants User a non-exclusive, revocable license to copy, use, and (solely for any Stripe Collateral) distribute any Stripe Materials provided to User under this Agreement, solely to the extent contemplated by the Portal. Stripe or its suppliers retain all other interest in Stripe Materials and related intellectual property. User has no right to sublicense the right to use Stripe Materials. If the Stripe Materials come with (or are made available through the Portal in connection with) a separate license, the terms of that license will apply and will control in case of conflict with this Agreement (but only as applicable to those Stripe Materials). Stripe may revoke the license to Stripe Materials at any time for any reasonable business reason. The license to any Stripe Materials will terminate automatically on the earlier of expiration or termination of this Agreement. User will promptly return any Stripe Materials on request or termination of User’s license. User will not modify (and, for any Stripe Materials that include technology, will not reverse engineer, decompile, or disassemble) Stripe Materials except as may be expressly allowed by Stripe. Stripe is not obligated to provide any support, maintenance, or updates for Stripe Materials. User’s obligations and limitation in this Section 4(b) will not apply to Stripe SWAG.
670
671(c) Stripe license limitations and requirements. Without limiting Stripe’s logo usage guidelines as set out in the Stripe Marks Usage Agreement, User will: (1) not acquire any right, title, or interest in the Stripe Partner Program Marks because of its use of them; (2) not register, adopt, or use any name, trademark, domain name, or other designation that includes any part of, or any term confusingly similar to, a Stripe Partner Program Mark (including any translation or transliteration of a Stripe Partner Program Mark); (3) use the Stripe Partner Program Marks only in the form Stripe provides, only for the purposes expressly identified by Stripe, and only in accordance with this Agreement; (4) not alter, animate, or distort the Stripe Partner Program Marks or combine them with any other symbols, words, images, or design elements; (5) not use Stripe Partner Program Marks or Stripe Materials for transmission or distribution of unsolicited commercial email or in any manner that violates Law; (6) maintain the quality of its products and services at a level commensurate with the quality User offered before the Effective Date and otherwise at a level that meets or exceeds standards of quality and performance generally accepted in the industry; (7) promptly correct any improper use of the Stripe Partner Program Marks and deficiencies in the quality of its products and services on notice from Stripe; and (8) use the correct trademark and symbol (either “™” or “®”) when first mentioning a licensed Stripe technology name in any advertisement, brochure, or other material, which mention must also indicate Stripe’s ownership of the trademark, in accordance with the trademark usage examples on the Portal.
672
673(d) User materials license. User grants to Stripe, effective as of User’s delivery of any User materials to Stripe, under all of User’s applicable intellectual property and other proprietary rights, the following worldwide, non-exclusive, royalty-free, fully-paid-up license: (1) to install, access, and use such materials to perform under and in relation to this Agreement; and (2) to the extent this Agreement, the Program, or the Portal contemplate distribution by Stripe (or its Affiliates or subcontractors), to modify, localize, copy, and make derivative works of such materials; to publicly perform and display and distribute such materials (in the form provided by User or as modified, localized, or recast as a derivative work in accordance with the license granted under this Section 4(d) for their intended purposes). The license granted under this Section 4(d) is for, and will be irrevocable during, the Term.
674
675(e) Notices. User will not remove or in any manner alter any copyright, trademark, or other proprietary rights notices in any Stripe Materials.
676
677(f) Reservation of rights. Stripe reserves all rights not expressly granted in this Agreement.
678
679(g) User marks. User grants Stripe a nonexclusive, nontransferable, limited, royalty-free license to use User’s trademarks, logos, symbols, and names in any Program-related Collateral, including by identifying User in advertisements or promotions for the Program.
6805. Payments
681
682(a) Fees. If User is accepted into a Program category for which a fee is payable, User will be required to provide Stripe with payment information that will enable Stripe to receive the first annual payment. Stripe will retain such payment information, and at each anniversary of such acceptance during the Term, Stripe will use the payment information to charge User the then-current, annual Program fee and any other applicable fees referenced in the Portal. If, at the time of such a renewal, User’s payment information is no longer valid, User must promptly provide Stripe with substitute, valid, payment information, in order to continue participation in a paid category of the Program. Upon termination of this Agreement, Stripe will not refund any already-paid fees.
683
684(b) Taxes. Amounts payable to Stripe under this Agreement exclude any and all taxes (including sales, use, income, and value added taxes), duties, levies, fees, excises, or tariffs imposed on any activities of User or its customers in relation to this Agreement.
6856. Confidentiality
686
687User will: (1) protect Stripe’s Confidential Information from unauthorized dissemination with the same degree of care it uses to protect its own like information, but never less than reasonable care; (2) use Stripe’s Confidential Information solely as necessary to perform under this Agreement; and (3) not disclose Stripe’s Confidential Information to any third party without Stripe’s prior written permission in each case. Stripe’s Confidential Information may, however, be disclosed in accordance with a judicial or other governmental order, if User either gives reasonable notice of such disclosure to allow Stripe a reasonable opportunity to seek a protective order or equivalent; or obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under Law. User may also disclose Stripe’s Confidential Information to User’s personnel who are bound by written confidentiality obligations not less restrictive than those of this Agreement and to its Affiliates, in each case solely to the extent such personnel or Affiliates reasonably need to know such Confidential Information for proper performance of this Agreement. Stripe’s Confidential Information includes the terms of this Agreement, and all other information pertaining to released or unreleased Stripe technologies or services, marketing or promotion of any Stripe technologies or services, and Stripe’s business policies and practices.
6887. No warranties
689
690To the maximum extent permitted under Law, Stripe provides the Stripe Materials, the Portal, and the Program to User “as is” and without warranties of any kind. Stripe expressly disclaims all representations and warranties (express, implied, statutory, or otherwise). This includes the warranties of merchantability, fitness for a particular purpose title, non-infringement, lack of viruses, quiet enjoyment, scope of license, lack of errors, satisfactory condition, or quality with regard to the Stripe Materials, the Portal, and the Program. This disclaimer also includes any implied warranties or conditions arising from course of dealing or usage of trade.
6918. Indemnification
692
693User will defend, indemnify, and hold Stripe and its officers, directors, employees, contractors, Affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses, and damages (including reasonable attorneys’ costs and fees) related to User’s or its agents’ participation in the Program or acts or omissions under this Agreement.
6949. Limited liability
695
696To the maximum extent permitted by Law, in no event will Stripe be liable for any indirect, incidental, consequential (including lost profits, lost data, or loss of business), punitive, special, or exemplary damages arising out of or relating in any way to this Agreement or its performance. This exclusion will apply regardless of the legal theory on which any claim for such damages is based, whether User had been advised of the possibility of such damages, whether such damages were reasonably foreseeable, or whether application of this exclusion causes any remedy to fail of its essential purpose. The maximum, aggregate liability of Stripe to User or any third party arising out of or related to this Agreement will be limited to direct damages incurred in reasonable reliance, in an amount not exceeding $250.
69710. Term and termination
698
699(a) Term.This Agreement begins on the date Stripe accepts this Agreement (“Effective Date”) and continues until terminated by either party.
700
701(b) Termination. Either party may terminate this Agreement at any time, for any reason or no reason, on 30 days’ notice. If either party breaches this Agreement, other than Section 6, the nonbreaching party may terminate this Agreement immediately on notice if the breaching party has not cured such breach within 14 days after notice of the breach. If User breaches Section 6, Stripe may terminate this Agreement immediately on notice. Neither party will be responsible to the other for costs or damages resulting from terminating this Agreement in accordance with its terms.
702
703(c) Effect of termination. Upon termination, User must immediately stop using any rights and benefits granted by this Agreement and the Program and, at Stripe’s discretion, either destroy or return all Confidential Information received under this Agreement and in User’s possession or control.
704
705(d) Survival. Sections 1, 3 (solely the 10th and 11th sentences), 3(c) (solely the last two sentences), 4(a) (solely the last sentence), 4(b) (solely the limitations on Stripe’s obligations or on User’s rights), 4(c) (solely clauses 1, 2, 4, 5, and 7), 4(e), 4(f), 5(a) (solely as applicable to fees that accrued during the Term), 5(b), 6, 7, 8, 9, 10, and 11 will survive termination of this Agreement.
70611. Miscellaneous
707
708(a) No representations. User has not relied on any representations by Stripe not contained in this Agreement in deciding to enter into this Agreement. User represents and warrants that it has relied solely on its own skill and judgment or that of its advisers in relation to these matters.
709
710(b) Notices. User consents to Stripe providing it notifications about the Program, or information the law requires Stripe to provide, via email, to User’s email address of record with Stripe, or via regular mail, to User’s physical address of record with Stripe. Stripe may also provide notices that are generally applicable to all companies participating in the Program by posting them conspicuously in the Portal.
711
712(c) Feedback. User may provide suggestions, comments, or other feedback to Stripe with respect to Stripe’s technologies and services. Feedback is voluntary and, even if designated as confidential, Stripe may use it for any purpose without obligation of any kind. Unless the parties specifically agree in writing, feedback will not create any confidentiality obligation.
713
714(d) Law, Dispute Resolution; Agreement to Arbitrate. The laws applicable in the state of California will govern this Agreement, without reference to its conflict of law principles to the contrary. Each party will bring any suit or action under or in connection with this Agreement exclusively in the courts located in San Francisco, California, and each party waives any objection to that venue.
715
716(e) Assignment. Stripe may assign this Agreement, in whole or in part, at any time without notice. User may not assign this Agreement or transfer any rights with regard to this Agreement or the Program, without Stripe’s express, prior, written consent. Any attempted assignment in breach of this Section 11(e) is void ab initio and a material breach of this Agreement.
717
718(f) Force majeure. Stripe will not be liable for failure to perform any obligations under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and any other cause beyond Stripe’s reasonable control). Stripe will notify User of the force majeure event within a commercially reasonable time and will use commercially reasonable efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible after such event concludes.
719
720(g) Order of precedence. If the terms in any of the sources in following list conflict, the terms in the sources earlier in the list will control over conflicting terms in sources later in the list (although the mere absence of a term in one source may not, without more, be construed to conflict with a term present in another source): (1) this document; (2) any terms in, or referenced in, the Portal; and (3) any other terms incorporated by reference in this Agreement.
721
722(h) Construction and interpretation. If a court of competent jurisdiction finds any part of this Agreement unenforceable, that part will be enforced to the maximum extent possible, to effect the parties’ intent, and the rest of the Agreement will continue in force. Section headings are intended solely for convenience and will not affect the meaning of this Agreement. Unless stated, or context requires otherwise: (1) “written” or “in writing” means a non-electronic document only, manually signed by authorized representatives of the writing party(ies); (2) all internal references are to this Agreement and its parties; (3) “days” means “calendar days”; (4) “may” means that the applicable party has a right, but not a concomitant duty; (5) “notify” means to provide notice under (and “notice” means a notice that complies with) Section 11(b); (6) a party’s choices related to this Agreement are in its sole discretion, subject to any implied duty of good faith; (7) the term “partner” as used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership; (8) “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured; (9) the word “or” will be deemed to be an inclusive “or”; and (10) lists of examples following “including” or “e.g.” are not exhaustive (i.e., are interpreted to include “without limitation”), unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed to favor either party. This Agreement has been executed in English, which will be the sole and controlling language used to interpret or construe its meaning (except if otherwise required by Law).
723
724(i) Miscellaneous. Each party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Each party will pay its own costs to perform and User has no expectation of payment from Stripe related to this Agreement. All rights and remedies under this Agreement are cumulative. Terms and policies in or applicable to the Portal are deemed incorporated. No waiver of any breach will waive any other breach, and only written waivers are effective. This Agreement: (1) is the parties’ entire agreement on this subject and merges and supersedes all oral understandings, representations, prior discussions, letters of intent, or preliminary agreements to the extent related to this subject; (2) is formed as of the Effective Date; and (3) may be modified only as expressly provided in this Agreement. It neither merges nor supersedes any separate agreement between the parties (e.g., the SSA is neither merged nor superseded by this Agreement).
725
726(j) Modifying the Agreement. Stripe may modify this Agreement at any time, solely with prospective effect. Stripe will notify User of any such modifications either through the Portal, in an email message, or through other reasonable means. When changes are made to the Agreement, Stripe will post a new version on the Portal, which will include all changes and a revised “Last Updated” date. If User does not agree to any modifications, User (including its personnel) must immediately stop participating in (and accepting any benefits from) the Program. User’s (or any of its personnel’s) continued access of the Portal, or acceptance of any benefits of the Program, constitutes acceptance of the modified Agreement.
727
728
729Stripe Shop Terms of Use
730
731Last Updated: October 1, 2018
732
733Stripe, Inc. and/or its affiliates (“Stripe”, “we” or “us”) operate an online store (“Stripe Shop”) located at shop.stripe.com from which you may purchase products and services (“Stripe Shop Products”).
734
735These Terms of Use apply to the content and functionality of the Stripe Shop, and to the Stripe Shop Products. These Terms of Use do not apply to products or services that we make available pursuant to different terms, such as our payment processing services, which are governed by the Stripe Services Agreement.
7361. Information that you provide to us
737
738You may give us information about yourself when you visit the Stripe Shop. Our Privacy Policy explains our practices with respect to that information. We may need to send you email and text messages in order to, for example, verify your identity or provide you with important information. You authorize us to send those messages when you visit the Stripe Shop and provide your contact details. Standard text or data charges may apply to text messages. Where offered, you may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security controls and may increase the risk of loss to your business.
7392. Stripe Shop IP
740
741As between you and Stripe, Stripe and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Stripe Shop (collectively, “Stripe Shop IP”). Stripe Shop IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Stripe Shop IP not expressly granted to you in these Terms of Use are reserved.
742
743You may choose to or we may invite you to submit comments or ideas about improvements to the Stripe Shop or our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
7443. Access to Stripe Shop
745
746Stripe grants you a limited, revocable, non-exclusive, non-transferable license to access the Stripe Shop. This license does not include a right to use any of the content and information, including product listings. Our Marks Usage Agreement sets out the terms and conditions that apply to your use of our logos. Your permissions and/or licenses are automatically terminated by any unauthorized use.
7474. Products, Content and Specifications.
748
749Details of the products and services available for purchase in the Stripe Shop (“Stripe Shop Products”) are set out in the Stripe Shop. All features, content, specifications, products and prices of products and services described or depicted in this Stripe Shop are subject to change at any time without notice. Unless expressly noted, all weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Packaging may vary from that shown, and the appearance of a product in reality may differ from its appearance to you on the Stripe Shop due to the limitations of the systems that you use to access the Stripe Shop. The inclusion of any products or services in the Stripe Shop at a particular time does not imply or warrant that these products or services will be available at any time. Occasionally, the manufacture or distribution of a certain product or service may be delayed for a number of reasons. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule. By placing an order, you represent that the products ordered will be used only in a lawful manner.
7505. Your account
751
752We may require that you create an account to access the Stripe Shop, including to make purchases. If we do so, you must provide accurate information about yourself when you create an account and ensure that you update us if that information changes. You must ensure that your login details remain confidential. You are responsible for any activity, including any purchases made, under your account. We reserve the right to terminate your account at any time and for any reason.
7536. Shipping and returns
754
755This section 6 applies to Stripe Shop Products that are physical goods. For clarity, this Section 6 applies despite any contrary terms in any invoice or purchase order.
756
757Orders are shipped using carriers selected by Stripe. The shipping fees you will be charged, if any, will be provided to you before you confirm your order. If we provide you with an estimated shipping date, the estimated delivery date is not guaranteed, and inventory shortages or events beyond our control could impact the delivery date. Stripe is not liable for delivery later than the estimated delivery date, or for any loss, damage, or penalty you may incur from a delay in shipment or delivery. Unless otherwise noted in the product description, each Stripe Shop Product will be delivered FCA delivery location (as such location is designated on the applicable order) (Incoterms 2010).
758
759Unless otherwise noted in the product description, Stripe Shop Products may be returned in their original packaging and condition (including all accessories and components provided) within 30 days of purchase. However, unless we tell you otherwise, you will only be entitled to a refund if we provide you with an item that does not match the product description of the item that you purchased. If that occurs, your exclusive remedy is to return the item in unused condition, in exchange for a refund. To begin the return process, please contact us. Return shipping instructions will be provided. Stripe will cover the cost of return shipping and will refund your purchase price in full.
7607. Sanctions and export policy
761
762You may not use the Stripe Shop or purchase any Stripe Shop Produt in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). We do not claim, and we cannot guarantee that the Stripe Shop or any Stripe Shop Product is or will be appropriate or available for any location or jurisdiction, comply with the laws of any location or jurisdiction, or comply with laws governing export, import, or foreign use.
7638. No warranties
764
765We provide the Stripe Shop, Stripe Shop IP and Stripe Shop Products “as is” and “as available”, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of condition, warranty or guarantee. No data, documentation or any other information provided by Stripe or obtained by you from or through the Stripe Shop – whether from Stripe or another entity, and whether oral or written – creates or implies any warranty from Stripe to you.
766
767Stripe disclaims any knowledge of, and does not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the Stripe Shop; (b) that the Stripe Shop Products will meet your specific needs or requirements; (c) that the Stripe Shop will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that Stripe will correct any defects or errors in the Stripe Shop; or (e) that the Stripe Shop is free of viruses or other harmful code. Use of data, products or services that you access, purchase or download through the Stripe Shop is done at your own risk – you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access, purchase or download.
768
769Nothing in these Terms of Use operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law to the extent that doing so would: (a) contravene that law; or (b) cause any term of this agreement to be void.
7709. Limitation of liability
771
772Under no circumstances will Stripe be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Stripe Shop or for the unavailability of the Stripe Shop, or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms of Use or your use of the Stripe Shop, even if such damages are foreseeable, and whether or not you or the Stripe has been advised of the possibility of such damages. Stripe is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Stripe Shop or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. Stripe further denies responsibility for all liability and damages to you or others caused by (a) your access or use of the Stripe Shop inconsistent with our instructions; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Stripe Shop; (c) any bugs, viruses, or other harmful code that may be transmitted to or through the Stripe Shop; (d) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (e) third-party content provided by you; or (f) the defamatory, offensive, or illegal conduct of others.
773
774You agree to limit any additional liability not disclaimed or denied by Stripe in relation to the Stripe Shop, Stripe Shop IP, and Stripe Shop Products, to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the greater of the amounts paid by you to Stripe during the three-month period immediately preceding the event that gave rise to your claim for damages, and USD $20.
775
776These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
77710. Disputes
778
779a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Use, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Terms of Use, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms of Use.
780
781Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.
782
783b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms of Use will affect the right of any party to serve process in any other manner permitted by law.
784
785c. Class Waiver: To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with these Terms of Use, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms of Use or any of the transactions contemplated between the parties.
786
787d. Provision of an Award: Subject to the limitations of liability identified in these Terms of Use, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
788
789e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms of Use, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
790
791f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
792
793g. Conflict of Rules: In the case of a conflict between the provisions of this Section 10 and the rules governing arbitration identified in Section 10.a, the provisions of this Section 10 will prevail. If any provision of these Terms of Use to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all the other provisions will remain valid and enforceable.
79411. Applicable law
795
796By using the Stripe Shop, you agree that the laws of the state of California, USA, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Stripe.
79712. Modification and severability
798
799We have the right to change or add to the terms of these Terms of Use at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Stripe Shop by posting such changes on our website or any other website we maintain or own. You can access a copy of the current version of these Terms of Use on our website at any time. You can find out when these Terms of Use were last changed by checking the “Last Updated” date at the top of the page.
80013. Our address
801
802Stripe, Inc.
803510 Townsend Street
804San Francisco, California 94103
805www.stripe.com
806Re-use of these Terms of Use
807
808You should feel free to use these Terms of Use as inspiration for your website terms and conditions. In order to facilitate that use, these Terms of Use are licensed under a Creative Commons Attribution 4.0 International License. However, keep in mind that these Terms of Use were created specifically for the Stripe Shop, and you will need to amend and supplement them in order to fit your business. For more detail, please see the disclaimers and limitations in the license terms, and we strongly encourage you to seek the advice of your own lawyer before repurposing these Terms of Use on your own site.
809
810Stripe Terminal TermsPublic Beta
811
812Last Updated: November 14, 2018
813
814Welcome to Stripe Terminal!
815
816These Stripe Terminal Terms (“Terms”) are a contract between Stripe, Inc. (“Stripe”, “us”, or “we”) and the entity or person who is registered on the Stripe Account (“you” or “your”) regarding your use of the Stripe Terminal Products and Stripe Terminal Services (each as defined below). These Terms incorporate your other agreements with Stripe (collectively, the “Stripe Agreements”).
817
818You must accept these Terms before you can use the Stripe Terminal Services or Stripe Terminal Products. By affirmatively accepting these Terms, or using any part of the Stripe Terminal Services or Stripe Terminal Products, you hereby agree to these Terms. Do not accept these Terms or use the Stripe Terminal Services or Stripe Terminal Products if you or your company is prohibited from doing so under the laws of the United States or any other country.
819
820Important: Until you are notified by Stripe to the contrary, the Stripe Terminal Products and Stripe Terminal Services are classified by Stripe as “beta” and pre-release. You understand that the Stripe Terminal Products and Stripe Terminal Services are still in development, may have bugs or errors, may be feature incomplete, and may materially change prior to a full commercial launch, and may never be released commercially. Despite any other provision of these Terms or the Stripe Agreements, you understand and agree that you use of or reliance on the Stripe Terminal Products and Stripe Terminal Services is subject to this classification, which will continue in force until such time as the classification is removed by Stripe.
821Section A. Stripe Terminal
8221. Definitions
823
824The “Stripe Terminal Products” that are subject to these terms are the physical Point of Sale (“POS”) device(s) and accessory(ies), including components and spare parts, either provided by Stripe or available through a third-party distributor, as well as any other hardware, equipment or instruments that Stripe may elect to provide to you (or provide you with access to) from time to time under or in relation to these Terms. The “Stripe Terminal Services” that are subject to these Terms are the POS card present services, documentation and software that supplement the Stripe Services that are provided to you under the Stripe Agreements, and include: (i) product and service documentation; (ii) the Point of Sale Software Development Kits (“SDKs”) and Example Application; (iii) access to Stripe’s Card Present and Point of Sale API(s); (iv) any software and/or firmware preinstalled on, or distributed with, a Stripe Terminal Product (“Included Software”); and (v) any other software, documentation, hardware, technologies, or materials that Stripe may elect to provide to you (or provide you with access to) from time to time under or in relation to these Terms.
8252. Use of Stripe Terminal Services and Stripe Terminal Products
826
827You must use the Stripe Terminal Services and Stripe Terminal Products in a manner consistent with the terms of the Stripe Agreements, and, except as otherwise provided in these Terms, the Stripe Terminal Services will be subject to the terms of the Stripe Agreement that govern the use of Stripe Services. You may use the Stripe Terminal Services and Stripe Terminal Products solely in conjunction with the Stripe Platform and Stripe Services. You may not use the Stripe Terminal Services other than in conjunction with the Stripe Terminal Products, and you may not use the Stripe Terminal Products other than in conjunction with the Stripe Terminal Services. If the terms of your agreements with your Customers require amendment to allow you to implement the Stripe Terminal Services and Stripe Terminal Products, you must make such amendments before you use the Stripe Terminal Services or Stripe Terminal Products.
8283. Limitation on use - commercial purposes only
829
830By entering into these Terms, you acknowledge and agree that the Stripe Terminal Services and Stripe Terminal Products may be used for commercial purposes only, and you must not use the Stripe Terminal Services or Stripe Terminal Products for personal, family, or household use.
8314. Fees
832
833The fees applicable to the use of the Stripe Terminal Services and Stripe Terminal Products are those set out on the Stripe Terminal page and the pricing page, unless you and Stripe expressly (and in writing) agree that different fees will apply. If you do not submit immediate payment, Stripe may delay shipment of the Stripe Terminal Products until the full amount of your payment is received. The fees applicable to the Stripe Terminal Services and Stripe Terminal Products are in addition to any fees that may be payable under the Stripe Agreements.
8345. Data
835
836All data collected, used, retained, or disclosed in connection with the Stripe Terminal Services and Stripe Terminal Products is “Data” as that term is defined in the Stripe Agreements, and is be governed by the terms of the Stripe Agreements that apply to Data.
8376. Offline Transactions
838
839Stripe may provide functionality in the Stripe Terminal Services and Stripe Terminal Products that enables you to conduct POS Transactions while the Stripe Terminal Products are offline. If you decide to use this functionality, Stripe does not guarantee that offline POS Transactions will be processed correctly (or at all) once the Stripe Terminal Products come online, and you assume the risk of offline POS Transactions not being queued and stored correctly by the Stripe Terminal Products.
8407. Feedback
841
842You may choose to or we may invite you to submit comments or ideas about improvements to the Stripe Terminal Services or Stripe Terminal Products. If you submit comments or ideas to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the comments and ideas. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any comments and ideas you submit to us, and that we are free to use your comments and ideas without any attribution or compensation to you.
8438. Modification to beta functionality; Beta Updates
844
845As indicated above, the Stripe Terminal Services and Stripe Terminal Products are explicitly classified as “beta” and pre-release. You will be one of the first Stripe users to utilize the Stripe Terminal Services, and the Stripe Terminal Services and Stripe Terminal Products will continued to be classified as such until Stripe, in its sole discretion, makes a final (i.e., not a pre-release) successor to the Stripe Terminal Services and Stripe Terminal Products generally commercially available for purchase by Stripe users. Stripe has no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Stripe Terminal Services and Stripe Terminal Products, or any part of them, while the beta classification is in place (all of the foregoing, if made available by Stripe, “Beta Updates”, which include any changes to any API, Example Application, SDK, or other technology that forms part of or is related to the Stripe Terminal Services and Stripe Terminal Products ). However, if Stripe provides or makes available any Beta Update, you must fully implement the Beta Update (including by pushing or delivering any updated or successor technologies to your Customers) within 30 days of when Stripe makes the Beta Update available. This Section A.8 will cease to apply if, and when, Stripe re-classifies the Stripe Terminal Services and Stripe Terminal Products as general release.
846Section B. Stripe Terminal Services Terms
8471. Developer license
848
849You are granted a limited, non-transferable, non-sublicensable, non-exclusive, worldwide license during the term of these Terms to use the Stripe Terminal Services (including by making derivative works of any computer code provided or made available in source code form and identified as “Example Application” or with an analogous designation) solely to develop, test, and maintain applications that interface with the Stripe Terminal Services. The foregoing license is subject to any limitations that may be imposed by these Terms and the Stripe Agreements. In addition, if you are provided with access to third-party software or hardware in conjunction with the Stripe Terminal Services, you must comply with any additional terms and conditions which are imposed upon such software or hardware. Stripe may terminate or suspend your ability to use the Stripe Terminal Services if Stripe believes that you have not complied with the terms of this license, or with the restrictions set out in Section B.3.
8502. Ownership and rights
851
852These Terms do not grant any rights or licenses in the Stripe Terminal Services other than as expressly stated in Section B.1. As between the parties, Stripe shall own all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Stripe Terminal Services, including any improvements to the Stripe Terminal Services. All rights not expressly granted are reserved by Stripe.
8533. Restrictions
854
855You will not:
856
857(a) modify, disassemble, decompile, or reverse engineer any part of the Stripe Terminal Services (except that you may modify any Example Application source code included in the Stripe Terminal Services);
858
859(b) copy (except for backup purposes and with all labeling and copyright notices intact) or otherwise reproduce the Stripe Terminal Services, in whole or in part, or modify, adapt, alter, translate or incorporate into or with other software or create a derivative work of any part of the Stripe Platform except as expressly permitted herein;
860
861(c) remove, modify or otherwise tamper with notices or legends on the Stripe Terminal Services;
862
863(d) distribute, sell, lease, assign, sublicense, or transfer the Stripe Terminal Services (other than the incorporation in your applications, in accordance with these Terms, elements of the Example Application or Stripe Terminal Services SDK, if any, identified by Stripe as “distributable” or with an analogous designation, and then solely in object or binary code form;
864
865(e) disclose the results of any performance benchmarks or similar testing of the Stripe Terminal Services or the Stripe Platform to any third party without Stripe’s prior written consent;
866
867(f) use the Stripe Terminal Services to violate, or in connection with any application that violates, any Laws, including with regard to the collection, storage, or transmission of Data in violation of any Laws;
868
869(g) use the Stripe Terminal Services in any way that would subject them, or any part of them, to license terms that seek to require any Stripe product, service, or documentation, or any Stripe intellectual property, 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;
870
871(h) use the Stripe Terminal Services in any jurisdiction other than those expressly approved by Stripe; or
872
873(i) use the Stripe Terminal Services for or in connection with applications that (1) are used in any medical, life-saving or life sustaining systems, (2) used for the diagnosis of disease or the cure, mitigation, treatment, or prevention of disease or for any use that is intended to affect bodily structure or function, (3) to be used as an accessory to a regulated medical device or to transform a computing platform into a regulated medical device, or (4) to be used in energy equipment, air traffic control, the operation of communication system, public transportation control, life support devices, or other devices that may cause deaths, injuries or severe physical or environmental losses if the application fails to perform in such devices. You are also responsible for ensuring that your employees, agents, contractors, end users, and other personnel do not engage in any conduct that is prohibited in this Section.
8744. Stripe Terminal Services Disclaimer
875
876Stripe provides the Stripe Terminal Services “as is”, “as available”, and without any (and Stripe expressly disclaims all) warranties and guarantees of any kind (express, implied, statutory, or otherwise), including any implied warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, no data, documentation or any other information provided by Stripe or obtained by you from or through the Stripe Terminal Services – whether oral or written – creates or implies any warranty from Stripe to you. You must make your own determination as to whether or not to act upon any advice or recommendations made by Stripe in relation to the Stripe Terminal Services, and you assume the sole risk of the consequences of any such determination. This Section B.4 applies in addition to any limitations and disclaimers that may be contained in the Stripe Agreements.
8775. Availability and updates during beta period
878
879Due to the pre-release nature of the Stripe Terminal Services, Stripe may make updates, changes, repairs, or maintenance to the Stripe Terminal Services at any time, and with or without notice, which may result in changes in the availability or quality of the Stripe Terminal Services. In addition, Stripe may suspend your access to the Stripe Terminal Services with or without notice, including if Stripe reasonably believes that: (a) suspension of the Stripe Terminal Services is required by law or regulation; (b) continued provision of the Stripe Terminal Services would place Stripe in breach of any obligation Stripe owes to a third party; or (c) Stripe determines that continued provision of the Stripe Terminal Services would give rise to an unacceptable security or privacy risk there is a security or privacy risk associated with use of the Stripe Terminal Services. Stripe may also terminate your access to the Stripe Terminal Services if Stripe, in its sole discretion, ceases to offer the Stripe Terminal Services, at all or in the applicable jurisdiction. This Section B.5 will cease to apply if, and when, Stripe re-classifies the Stripe Terminal Services and Stripe Terminal Products as general release.
880Section C. Stripe Terminal Product Terms
8811. Hardware availability
882
883The Stripe Terminal Products consist of hardware and accessories manufactured by third parties and resold by Stripe. While Stripe makes reasonable efforts to maintain sufficient supply of Stripe Terminal Products, inventory shortages at our manufacturers and distributors may affect our ability to fulfil an order. Stripe reserves the right to cancel your order at any time if we are unable to fulfil the order for any reason. If your order is cancelled, we will fully refund your purchase price. If you submit an order, and the order is accepted by Stripe, you are bound by the order unless the order is cancelled by Stripe.
8842. Products, Content and Specifications.
885
886Stripe may make details of the Stripe Terminal Products available via means such as the Stripe Shop and your Stripe Dashboard. All features, content, specifications, products and prices of products and services described or depicted by Stripe are subject to change at any time without notice. Unless expressly noted, all weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Packaging may vary from that shown, and the appearance of a product in reality may differ from its appearance to you due to the limitations of the systems that you use to access the the specifications. The inclusion of any products or services at a particular time does not imply or warrant that these products or services will be available at any time. Occasionally, the manufacture or distribution of a certain product or service may be delayed for a number of reasons. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule. By placing an order, you represent that the products ordered will be used only in a lawful manner.
8873. Shipping and returns
888
889Orders are shipped using carriers selected by Stripe. The shipping fees you will be charged, if any, will be provided to you before you confirm your order. If we provide you with an estimated shipping date, the estimated delivery date is not guaranteed, and inventory shortages or events beyond our control could impact the delivery date. Stripe is not liable for delivery later than the estimated delivery date, or for any loss, damage, or penalty you may incur from a delay in shipment or delivery. Despite any contrary terms in any invoice or purchase order, the Products will be delivered FCA delivery location (as such location is designated on the applicable order) (Incoterms 2010).
890
891Stripe Terminal Products may be returned in their original packaging and condition (including all accessories and components provided) within 30 days of purchase. To begin the return process for a Stripe Terminal Product, please contact us. Return shipping instructions will be provided. Stripe will cover the cost of return shipping and will refund your purchase price in full.
8924. End-users
893
894Subject to the next next sentence, and to the maximum extent permitted by applicable Law, you are only permitted to purchase Stripe Terminal Products for your own use, and you may not resell the Stripe Terminal Products. If you are a Stripe Connect platform, Stripe may permit you to resell Stripe Terminal Products to your Connected Accounts, subject to such additional conditions as Stripe may specify. Stripe may terminate a resale permission at any time, and for any reason. Stripe reserves the right to refuse to sell or ship Stripe Terminal Products to any person we believe intends to use or resell the Stripe Terminal Products in contravention of these Terms (including this Section).
8955. Hardware warranty.
896
897Any standard warranties provided by the original equipment manufacturer (“OEM” and “OEM Standard Warranty”) of the Stripe Terminal Products are, to the fullest extent permitted by the OEM, passed through to you at no additional cost to you; and the OEM (and not Stripe) shall be responsible for honoring any such OEM warranty. To make a warranty claim, please contact us. We will provide you with information about how to return your device and obtain a replacement device.
8986. Installation and maintenance; use with third party products
899
900You are responsible for installing, integrating and maintaining the Stripe Terminal Products, which includes updating the software and firmware on the Stripe Terminal Products as may be required by Stripe or the OEM from time to time. Use of the Stripe Terminal Products in conjunction with any other products, such as hardware accessories, may lead to incompatibilities which cause the Stripe Terminal Products to not function correctly. As a consequence, all such use is at your own risk.
9017. Disclaimer
902
903The Stripe Terminal Products are provided as-is and with all faults. Stripe provides no express or implied warranties or conditions, and Stripe disclaims any implied representations, warranties, and conditions with respect to the Stripe Terminal Products, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, satisfactory quality and non-infringement, as well as any other implied warranties, such as warranties regarding data loss, availability, accuracy, functionality and lack of viruses. These disclaimers will apply except to the extent applicable law does not permit them. Any warranties, guarantees or conditions that cannot be disclaimed as a matter of law, but which may be limited in duration, last for one year from the date on which you receive the Stripe Terminal Products.
9048. Included Software
905
906Included Software may be subject to separate license terms included with that software (“EULA”). You accept the EULA (a) by breaking the seal on packaging of a Stripe Terminal Product that refers to the EULA or going to the site where the EULA is identified as available, (b) by using the Stripe Terminal Product, or (c) by installing, copying, or otherwise using or attempting to use the Included Software. If more than one software product is included in the Included Software, then each product may have its own EULA. You are not authorized to install or use the Included Software unless you first agree to the Included Software’s EULA. If you do not want to agree to a EULA, you may return the Product unused to us for a full refund. Each EULA is not part of these Terms, but to the extent of any conflict with these Terms, the EULA will control solely for the Included Software to which it applies. All rights not expressly granted to you in these terms are reserved. If any Included Software does not include a EULA, then Stripe grants you a limited, personal license to use that Included Software only with the Stripe Terminal Product on which it was installed and provided to you, and for all purposes under this Agreement, including with regard to limitations on our liability, such Included Software will be deemed to be part of the Stripe Terminal Product on which was installed and provided to you.
9079. U.S. export
908
909Stripe Terminal Products and Included Software are subject to U.S. export jurisdiction. You must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use, and destination restrictions by U.S. and other governments related to the Stripe Terminal Products and Included Software.
91010. Free Recycling Program
911
912As part of these Terms, we offer to provide a free recycling service on a similar- or like-for-like basis for electronic equipment (any brand) that is returned at your cost (i.e., transported) to a designated Stripe collection point within your country. A certificate of disposal will be supplied by us. Where national legislation dictates other services must be offered, we will adapt the service to be compliant. Where the offered service cannot be provided, we will communicate this to you. Please contact us to organize return by supplying the address where the units for disposal are stored (we will endeavor to identify an appropriate in-country collection point), the number of units, the type of units (desktop, laptop, tablet, mobile phone) and estimated total weight (kgs). Please note, we assume no responsibility for loss or confidentiality of your data (or any other information) on equipment sent for recycling. Before shipping, you must delete data on hard disk drives and any other storage devices in the electronic equipment for disposal. Where possible, you must remove and damage beyond use any removable media, such as hard disk drive modules. you must not include any hazardous materials. Once the electronic equipment has been shipped, we cannot return it to you. Participation in this program constitutes a relinquishment of all rights to and in the electronic equipment and other related materials sent to us.
913Section D. General Terms
9141. Relationship to Stripe Agreements
915
916The Stripe Agreements are incorporated into these Terms, regardless of whether you enter into the Stripe Agreements before or after you enter into these Terms. For the purposes of interpreting the incorporated terms of the Stripe Agreements, references to “Agreement” in the Stripe Agreements are deemed to apply to these Terms, and references to the Services are deemed to apply to the Stripe Terminal Services and Stripe Terminal Products, except as otherwise provided in these Terms. To the extent these Terms conflict with the Stripe Agreements, these Terms shall prevail, but solely as applicable to the Stripe Terminal Services and Stripe Terminal Products. By entering into these Terms, you expressly ratify the Stripe Agreements. Capitalized terms not defined in these Terms are defined in the Stripe Agreements.
9172. Limitation of liability
918
919Under no circumstances will Stripe, our affiliates, and their respective employees, agents, and service providers (each a “Stripe Entity”) be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Stripe Terminal Services or Stripe Terminal Products or for the unavailability of the Stripe Terminal Services or Stripe Terminal Products, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms or your use of the Stripe Terminal Services or Stripe Terminal Products, even if such damages are foreseeable, and whether or not you or the Stripe Entities have been advised of the possibility of such damages. The Stripe Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Stripe Terminal Services or Stripe Terminal Products. The Stripe Entities further deny responsibility for all liability and damages to you or others caused by (a) your or your employees’, agents’, contractors’, end users’, and other personnel’s access or use of the Stripe Terminal Services or Stripe Terminal Products inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Stripe Terminal Services or Stripe Terminal Products; (c) interruptions to or cessation of the Stripe Terminal Services or Stripe Terminal Products; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Stripe Terminal Services or Stripe Terminal Products; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you or your employees, agents, contractors, end users, and other personnel; or (g) the defamatory, offensive, or illegal conduct of others. The foregoing limitations shall not apply to the extent prohibited by applicable Law.
920
921Except to the extent prohibited by applicable Law, you agree to limit any additional liability not disclaimed or denied by the Stripe Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Stripe for the Stripe Terminal Services and Stripe Terminal Products during the three-month period immediately preceding the event that gave rise to your claim for damages.
922
923Nothing in these Terms operates to exclude or limit liability for (a) death or bodily injury to the extent directly caused by a party’s gross negligence; or (b) fraud or willful misconduct, to the extent that doing so would contravene applicable Law.
9243. Term and Termination.
925
926These Terms will apply until the first to occur of (a) Stripe’s decision to stop offering the Stripe Terminal Services (which it may decide to do at any time, in its absolute discretion); or (b) you ceasing to use the Stripe Terminal Services (which you may do at any time). Stripe may also terminate or suspend your access to the Stripe Terminal Services if you breach these Terms. If you cease use of the Stripe Terminal Services, you must promptly notify Stripe, and if you recommence using the Stripe Terminal Services you will once again be bound by these Terms. Stripe may also terminate these Terms by notice to you if one or more of your Stripe Agreements is terminated. Termination of these Terms will not affect any provisions that give rise to a ongoing obligation or limitations, including Sections A.2, A.3, B.3, B.4, C.4 - C.10, and D.1 - D.3.
9274. Amendments.
928
929We have the right to change or add to these Terms at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Stripe Terminal Services and Stripe Terminal Products by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Dashboard, via email, or through other reasonable means. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.
930
931
932Stripe Payments Company Terms
933
934Last Updated: November 10, 2017
935
936These terms (“SPC Terms”) are an agreement between you, being the sole proprietor or legal entity identified as the owner of an account with Stripe, Inc. (“Stripe”), and Stripe Payments Company (“SPC”) which has its principal place of business at 510 Townsend Street, San Francisco, CA 94103. SPC is a licensed money transmitter and federally registered money services business.
937
938Certain services offered as part of the Services may be money transmission within the meaning of laws that apply to those services. To the extent you use our regulated money transmission or similar services, those services are the “SPC Services” and are provided to you by SPC, not by Stripe, Inc. These SPC Terms set out the terms that are applicable to those SPC Services.
939
940To use the SPC Services, you must accept these SPC Terms. You must also have an agreement with Stripe, Inc. for technology services that enable instructions to be relayed to SPC. SPC will not charge you fees for the provision of the SPC Services; fees payable for the Services (including technology services related to the SPC Services) will be determined under your agreement with Stripe.
9411. Relationship to Stripe Services Agreement
942
943You expressly agree to the terms and conditions of these SPC Terms, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Stripe. Capitalized terms used in these SPC Terms but not defined have the meanings given in the Stripe Services Agreement. You represent to SPC that all of the information that you provide to SPC directly or through your use of the Services is accurate and complete, and that you are authorized to agree to these SPC Terms.
944
945These SPC Terms apply as between you and SPC with respect to the services that SPC provides to you in its role as a Financial Services Provider under these SPC Terms and the Stripe Services Agreement. These SPC Terms incorporate via reference the terms of the Stripe Services Agreement, except that in each case “Stripe” will be deemed to be a reference to SPC, and the application of the incorporated terms will be limited to the SPC Services. Please note that all other parts of the Services will remain governed by the Stripe Services Agreement between you and Stripe, Inc.
946
947Please read these SPC Terms carefully. To the extent that there is a conflict between the Stripe Services Agreement, as incorporated into these SPC Terms, and these SPC Terms, these SPC Terms will prevail.
9482. The SPC Services
949
950By using the API or your Dashboard, you may use the Stripe Services to send instructions to SPC for the following:
951
952a. Funding of money transmissions. You may pass information, including a bank account and dollar amount, to SPC for purposes of funding a money transmission. You authorize SPC to use this information to attempt to debit your bank account. If a debit is successful, you will receive a money transmission receipt specifying the dollar amount you have provided to SPC for money transmission purposes. From time to time, SPC may also make other means of funding a money transmission available to you, and will provide you with a money transmission receipt after each successful funding transaction.
953
954b. Sending money transmission instructions. You may pass transmission instructions to SPC, including information to identify your intended recipient, the date on which you would like your transmission to occur, and the dollar amount of the transmission. SPC will use this information to attempt to complete the transmission to your intended recipient.
955
956c. SPC’s obligation to transmit funds. SPC will attempt to transmit funds as instructed by you, including on the date you specify in your money transmission instructions. Funds that cannot be delivered to your intended recipient will be returned to you. Depending on the information you provide, and your other use of the SPC Services and the Services provided to you by Stripe, you agree to allow SPC to pause any transmissions for illegal activity, fraud, risk or compliance purposes, which may include (i) withholding transmission funds to offset chargeback or other fraud losses owed to Stripe, (ii) interdicting transmission funds for compliance purposes, such as to comply with U.S. sanctions obligations, (iii) pausing your use of the SPC Services.
957
958d. Your use of SPC’s Services. You may not use the Services or SPC Services for illegal activities or for any of the business activities found on the Prohibited Business List. During your use of the SPC Services, your funds will be held in a pooled account that is segregated from any accounts used for operating expenses of SPC or Stripe. Funds will be held for your benefit, and neither SPC nor Stripe will voluntarily make such funds available to creditors in the event of bankruptcy. Depending on where your business is headquartered, additional protections may apply to the funds under your state’s money transmission laws. SPC may receive interest on amounts it holds on your behalf. You hereby assign all rights, interests and claims in any such interest amounts to SPC.
959
960e. SPC Privacy Practices. SPC will receive data when you use the SPC Services. SPC will treat your data and protect your privacy in a manner that is consistent with Stripe’s Privacy Policy.
9613. SPC Services not available for personal, family or household use
962
963You may not use the SPC Services to send money transmissions for personal, family or household use. By using the SPC Services, you expressly warrant and represent to SPC that you are a corporate legal entity or a sole proprietor.
9644. Allocation of liability and dispute resolution
965
966Under section 1 of these SPC Terms, the Stripe Services Agreement is expressly incorporated into these SPC Terms. Your rights and obligations with respect to SPC and the SPC Services are subject to the terms of the Stripe Services Agreement. Without limiting the general incorporation of the Stripe Services Agreement terms, please ensure that you carefully review the following provisions:
967
968a. Sections E.6, E.7, E.8 and E.9, which allocate responsibility and liability between you and SPC with respect to matters arising under these SPC Terms; and
969
970b. Section E.11, which provides that a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these SPC Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these SPC, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator, in accordance with the provisions of Section E.11.
9715. Contact and complaints
972
973You can contact SPC by email or by sending mail to Stripe Payments Company, 510 Townsend Street, San Francisco, CA 94103.
974
975SPC may provide you with information and notifications in the relation to the SPC Services via your Stripe Dashboard.
976
977
978Wells Fargo Financial Services Terms
979
980Last Updated: July 9, 2018
981
982These Wells Fargo Financial Services Terms are additional terms applicable to the Payment Processing Services for Visa, Mastercard and Discover products (“VMD Payment Processing Services”). Any terms used but not defined in these Wells Fargo Financial Services Terms will have the meaning provided in the Stripe Services Agreement (“Agreement”).
983
984These Wells Fargo Financial Services Terms constitute a legal agreement between you, Stripe, and Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Wells Fargo”), which is formed by Wells Fargo’s and Stripe’s offer of these terms to you, your acceptance of these terms, and Wells Fargo’s and Stripe’s subsequent provision of services to you in accordance with these terms. In order to use the VMD Payment Processing Services, you understand that Stripe or Wells Fargo may enforce any provisions of the Agreement that relate to your use of VMD Payment Processing Services provided in conjunction with Wells Fargo. Stripe or Wells Fargo may also terminate these Wells Fargo Financial Services Terms at any time (including, without limitation, for any activity that may create harm or loss to the goodwill of Visa, Mastercard or Discover), which may limit or terminate your ability to use VMD Payment Processing Services. Visa, Mastercard or Discover may, at any time and for any reason, with respect to its payment card network, terminate these Wells Fargo Financial Services Terms.
985
986You must accept all of the terms and conditions of these Wells Fargo Financial Services Terms. If you do not accept them, you may not use the VMD Payment Processing Services.
987Card Network Compliance and Disclosure
988
989a. Important Member Bank Disclosures: Wells Fargo Bank, N.A. discloses that:
990
991    it is the only entity approved to extend acceptance of Visa, Mastercard and Discover products directly to you under these Wells Fargo Financial Services Terms;
992    it must be a principal (signer) to these Wells Fargo Financial Services Terms;
993    it is responsible for educating you on pertinent Visa, Mastercard and Discover rules with which you must comply, but this information may be provided to you by Stripe;
994    it is responsible for and must provide settlement funds to you; and
995    it is responsible for all funds held in reserve that are derived from settlement prior to funding you.
996
997b. Your Responsibilities: You agree that, at all times throughout the term of these Wells Fargo Financial Services Terms, you will:
998
999    comply with cardholder data security and storage requirements;
1000    maintain fraud and chargebacks rates acceptable under the Network Rules;
1001    review and understand the terms of these Wells Fargo Financial Services Terms; and
1002    comply with the Network Rules.
1003
1004You may contact Wells Fargo by mailing Wells Fargo Bank, N.A., PO Box 6079, Concord, CA 94524 or calling 1-800-451-5817.
1005
1006Stripe is a registered Independent Sales Organization (ISO) of Wells Fargo Bank, N.A., Concord, CA.
10071. Purpose of these Wells Fargo Financial Services Terms
1008
1009When your customer pays you through Stripe, they have the option of paying you through a funding source offered on the Stripe website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), Mastercard International Incorporated (“Mastercard”), and Discover Financial Services, LLC (“Discover”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank that is a member of the Networks. However, by using VMD Payment Processing Services you are not establishing a depository or other account with Wells Fargo.
1010
1011Wells Fargo is not responsible for the provision of any Services by Stripe or your use of the Services for your business. Wells Fargo is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the Services; however, you may contact Wells Fargo using the contact details set out above in the event that you are unable to resolve any complaints directly with Stripe. You are solely responsible for providing support to your Customers for all issues related to your products and services.
10122. Compliance with Network Rules
1013
1014Where you use the VMD Payment Processing Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in Agreement, including the Network Rules applicable to acceptance of Mastercard, Discover and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of these Wells Fargo Financial Services Terms. Without limiting the foregoing, you specifically agree to:
1015
1016a. Only submit transactions authorized by the cardholder;
1017
1018b. Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Prohibited Business;
1019
1020c. Submit a transaction for the full amount of owed by the Customer for the transaction except where you and the Customer agree on a partial shipment (such as receiving a portion of an order), or where the transaction qualifies for delayed delivery or special order deposits (such as paying for a deposit on a custom-built product);
1021
1022d. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition Charges for use of payment cards, and not discourage the use of one payment card brand over another;
1023
1024e. Not impose surcharges or taxes (except where permitted by Law) and, where so done, you will only collect such amounts as part of the submitted Charge;
1025
1026f. Use Networks’ logos or marks in a manner permitted by the Network Rules;
1027
1028g. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules);
1029
1030h. Comply with the security obligations identified in the Agreement, including compliance with PCI-DSS and only using cardholder data as permitted, and will certify such compliance upon request, and not permit or promote fraudulent use of payment cards or cardholder data;
1031
1032i. Make clear to Customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptors;
1033
1034j. Use all reasonable methods to resolve disputes with your customers, including those resulting a chargeback, and not attempt to recharge a customer for the transaction unless authorized by the Customer; and
1035
1036k. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.
10373. Authorization for Handling of Funds
1038
1039You authorize Stripe to initiate holds, receipts, and disbursements of funds on your behalf upon settlement of Charges from the payment card networks. You also authorize Stripe to instruct Wells Fargo on how and when such Transfers should be made. Settlement funds will be held in comingled accounts pending disbursement of the funds to you in accordance with the terms of the Agreement, including these Wells Fargo Financial Services Terms. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Wells Fargo pending prior to distribution to the account you designated in your Stripe Account, that you have no right to direct Wells Fargo to distribute settlement funds, and that you may not assign any interest in any funds held at Wells Fargo. Wells Fargo may periodically make information available to you through Stripe regarding anticipated funds settlement from the other Financial Services Providers (such as the payment card networks). This settlement information does not constitute a deposit or other obligation by Stripe or Wells Fargo to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to and have no ownership or other rights in such funds until they are credited to the account you identified to Stripe. Any authorizations set forth in these Wells Fargo Financial Services Terms will remain in full force and effect until your Stripe Account is closed or terminated.
10404. Sharing of Data
1041
1042a. You authorize Stripe to provide any Data, including User Data or Payment Data, to Wells Fargo to (i) provide the services described in these Wells Fargo Financial Services Terms to you, (ii) comply with its legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. Where required to comply with our legal, payment network, or regulatory obligations, Wells Fargo may provide any Data to law enforcement, payment networks or regulators (as the case may be).
1043
1044b. You agree that you will not (i) use the Payment Data for any purpose other than to support VMD Payment Processing Services, (ii) use the Payment Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Payment Data to anyone other than Wells Fargo, Visa, Discover or Mastercard (as applicable); or in response to a government request. Further, you agree that you will at all times comply with the Payment Card Industry Standards (“PCI Standards” including, without limitation, PCI-DSS) with respect to Payment Data and will indemnify and hold Wells Fargo harmless for any violation or breach of the PCI Standards, including but not limited to, any fines, fees or assessments by any Networks imposed upon you, Wells Fargo, or Stripe.
10455. Term and Termination
1046
1047These Wells Fargo Financial Services Terms shall have the same effective date as the Agreement and shall continue so long as you use the VMD Payment Processing Services. These Wells Fargo Financial Services Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VMD Payment Processing Services and/or these Wells Fargo Financial Services Terms may be terminated at any time by Wells Fargo upon notice to you.
10486. Representations and Warranties
1049
1050In addition to the representations and warranties made in the Agreement, you represent and warrant to Wells Fargo and Stripe that you (a) are legally able to enter into these Wells Fargo Financial Services Terms, (b) you will not use the VMD Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the VMD Payment Processing Services in a manner consistent with the Agreement, including these Wells Fargo Financial Services Terms, the Documentation, and the Network Rules.
10517. Indemnification
1052
1053Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Wells Fargo, and their respective employees, directors, agents, and affiliates (collectively “Wells Fargo Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or these Wells Fargo Financial Services Terms; (b) your use of the VMD Payment Processing Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Financial Services Providers, or third parties; (d) negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Wells Fargo incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
10548. Disclaimer of Warranties
1055
1056ANY SERVICES DESCRIBED IN THESE WELLS FARGO FINANCIAL SERVICES TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO WELLS FARGO ENTITIES AS THEY DO TO STRIPE. WELLS FARGO ENTITIES (a) ARE NOT RESPONSIBLE FOR YOUR OR STRIPE’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (b) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, STRIPE, OR ANY THIRD PARTY.
10579. Limitations on Liability
1058
1059In no event will Wells Fargo Entities be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including these Wells Fargo Financial Services Terms, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by Stripe. Under no circumstances will any of the Wells Fargo Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your Stripe Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.
1060
1061Wells Fargo Entities assume no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (b) any misuse of Services or Data; (c) any interruption or cessation of transmission to or from the Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.
1062
1063Without limiting anything to the contrary, the Wells Fargo Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by Wells Fargo (including any fees paid to Wells Fargo) for providing services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.
1064
1065This limitation of liability section applies regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Stripe or Wells Fargo has been advised of the possibility of such damage.
1066
1067The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction.
106810. United States Only Services
1069
1070You may not use any services offered by Wells Fargo from, or on behalf of persons or entities (a) in a country embargoed by the United States or (b) blocked or denied by the United States government. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other entities located (as defined under applicable law and Network rules) in the United States.
107111. Dispute Resolution
1072
1073All disputes under these Wells Fargo Financial Services Terms are subject to the applicable provisions of the Agreement.
107412. Waiver
1075
1076The failure of Wells Fargo to assert any of its rights under these Wells Fargo Financial Services Terms, shall not be deemed to constitute a waiver by Wells Fargo of its rights to enforce each and every provision of these Wells Fargo Financial Services Terms in accordance with its terms.
1077
1078
1079Restricted Businesses
1080
1081Last Updated: November 12, 2018
1082
1083The following categories of businesses and business practices are restricted from using the Stripe Service ("Restricted Businesses"). Restricted Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers. In certain cases, businesses listed below may be eligible for processing with explicit prior approval from Stripe. The types of businesses listed in the right column are representative, but not exhaustive. If you are uncertain as to whether your business is a Restricted Business, or have questions about how these requirements apply to you, please contact us.
1084
1085By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices, unless you have received prior written approval from Stripe.
1086Financial and professional services
1087Investment & credit services 	Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instruments
1088Money and legal services 	Financial institutions, money transmitters and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Stripe to hold client funds, collection or settlement amounts, disputed funds, etc.)
1089Virtual currency or stored value 	Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings; digital wallets, sale of stored value or credits maintained, accepted and issued by anyone other than the seller
1090IP Infringement, regulated or illegal products and services
1091Intellectual property or proprietary rights infringement 	Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Stripe intellectual property without prior written consent from Stripe; use of the Stripe name or logo including use of Stripe trade or service marks inconsistent with the Stripe Marks Usage Agreement, or in a manner that otherwise harms Stripe or the Stripe brand; any action that implies an untrue endorsement by or affiliation with Stripe
1092Counterfeit or unauthorized goods 	Counterfeit goods; unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
1093Gambling 	Lotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraising
1094Regulated or illegal products or services 	Cannabis dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-only products including card-not-present pharmaceuticals; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed
1095Adult content and services 	Pornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating services
1096Unfair, predatory, or deceptive practices
1097Get rich quick schemes 	Investment opportunities or other services that promise high rewards
1098Mug shot publication or pay-to-remove sites 	Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
1099No-value-added services 	Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
1100Products or services that are otherwise prohibited by our financial partners
1101Aggregation 	Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitation
1102Drug paraphernalia 	Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
1103High risk businesses 	Bankruptcy lawyers; remote technical support; psychic services; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consultate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
1104Multi-level marketing 	Pyramid schemes and multi-level marketing
1105Pseudo pharmaceuticals 	Nutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
1106Social media activity 	Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity and online traffic
1107Substances designed to mimic illegal drugs 	Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
1108Video game or virtual world credits 	Sale of in-game currency unless the merchant is the operator of the virtual world
1109Use of Stripe in a manner inconsistent with its intended use or as expressly prohibited in the Stripe Services Agreement 	Use of Stripe principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service
1110
1111If you have any questions about supported businesses, don't hesitate to get in touch.
1112
1113
1114Cookies and Similar Technologies
1115
1116Last updated: April 24, 2017
1117
1118Cookies are small text files that are stored in a computer’s web browser memory. They help website providers with things like understanding how people use a website, remembering a User’s login details, and storing website preferences. This page explains how we use cookies and other similar technologies to help us ensure that our Services function properly, prevent fraud and other harm, and analyze and improve the Services in accordance with our Privacy Policy. Any capitalized term used and not otherwise defined below has the meaning assigned to it in the Privacy Policy.
11191. How We Use Cookies.
1120
1121Cookies play an important role in helping us provide personal, effective and safe Services. We use cookies on our website. We change the cookies periodically as we improve or add to our Services, but we generally use cookies for the following purposes:
1122
1123a. To Operate Our Services. Some cookies are essential to the operation of our website and Services. We use those cookies in a number of different ways, including:
1124
1125    Authentication. We use cookies to remember Your login state so You don’t have to login as You navigate through our site and Your dashboard. For example, when You log into Your Stripe dashboard account, we use a cookie so that You don’t have to login again as You navigate throughout the website.
1126    Fraud Prevention and Detection. Cookies and similar technologies that we deploy through websites and the Services help us learn things about computers and web browsers used to access the Services. This information helps us monitor for and detect potentially harmful or illegal use of our Services.
1127    Site Features and Services. We use cookies to remember how You prefer to use our Services so that You don’t have to reconfigure Your settings each time You log into Your account. For example, You can customize Your Stripe Checkout experience by using the “Remember Me” feature to store Your payment details for faster checkout with participating merchants. A cookie helps us associate Your device with the payment details You provide when You sign up for the “Remember Me” feature.
1128
1129b. To Analyze and Improve Our Services. Cookies help us understand how to make our website and Services work better for You. Cookies tell us how people reach our website and our Users’ websites and they give us insights into improvements or enhancements we need to make to our website and Services.
1130
1131c. For Better Advertising. Cookies can help us provide more effective advertising on our website. For example, we might use a cookie to help prevent You from seeing the same advertisement multiple times or to measure how many times an advertisement is viewed or clicked on.
11322. How We Use Other Technologies
1133
1134a. Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used in connection with some Services to, among other things, track the actions of Users (such as email recipients), measure the success of our marketing campaigns and compile statistics about usage of the Services and response rates.
1135
1136b. Third Party Analytics. We use Google Analytics, which uses cookies and similar technologies, to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices on the Google website. Please refer to the table below for more on how we use third party analytics.
1137
1138c. Flash Cookies. We may use Adobe Flash and other technologies to, among other things, collect and store information about Your use of the Services. If You want to block or control flash cookies, You can adjust Your settings.
11393. How To Manage Cookies
1140
1141Your web browser may allow You to change Your cookie preferences, including to delete and disable Stripe cookies. Please consult the help section of Your web browser or follow the links below to understand Your options, but please note that if You choose to disable the cookies, some features of our website or Services may not operate as intended.
1142
1143    Chrome: https://support.google.com/chrome/answer/95647?hl=en
1144    Explorer: https://support.microsoft.com/en-us/products/windows?os=windows-10
1145    Safari: https://support.apple.com/kb/PH21411
1146    Firefox: https://support.mozilla.org/products/firefox/cookies
1147    Opera: http://www.opera.com/help/tutorials/security/cookies/
1148
11494. Cookie Table
1150
1151Cookies that we commonly use are listed below. This list is not exhaustive, but describes the main reasons we typically set cookies.
1152Stripe cookies
1153Cookie Name 	Purpose 	Persistent or session
1154accounts 	Lists User accounts 	Persistent
1155livemode 	Determines dashboard User mode 	Session
1156stripe.csrf 	Prevents cross site request forgery 	Session
1157session 	Provides a unique session identifier for dashboard Users 	Persistent
1158machine_identifier 	Provides a unique session identifier for authentication 	Persistent
1159viewedApplePay 	Retains ApplePay settings 	Persistent
1160country 	Sets a country code as determined by IP address 	Persistent
1161lang 	Sets a language code 	Persistent
1162last-used-checkout-name 	Customizes content for Checkout Users 	Session
1163cid 	Sets a value to track User metrics 	Persistent
1164checkout-test-session, checkout-dashboard-session 	Associates a device with a "Remember Me" Checkout account 	Persistent
1165Third party cookies
1166Cookie Name 	Purpose 	Opt out link
1167Google 	Used for analytics and service improvement 	tools.google.com/dlpage/gaoptout
1168
1169Stripe Sub-processors
1170
1171Last updated: April 19, 2018
1172
1173To support Stripe in delivering its Services, Stripe may engage third party service providers to assist Stripe with its data processing activities. When we work with these service providers in our capacity as a data processor, the third-party service provider is a sub-processor of Stripe (“Sub-processor”).
1174
1175This page identifies the Sub-processor, describes where they are located, and what services they provide to us. Before engaging any Sub-processor, we perform extensive due diligence, including detailed security and legal analysis. We do not engage a Sub-processor unless our quality standards are met. Our Sub-processors are all subject to contract terms that enforce compliance with applicable data protection laws.
1176
1177Stripe currently uses the following Sub-processors:
1178Sub-processor 	Service Provided 	Location of the Sub-processor
1179Amazon Web Services 	Cloud service provider 	United States of America
1180Dropbox 	File storage 	United States of America
1181Google 	Email, file storage 	United States of America
1182Zendesk 	User relationship management 	United States of America
1183Mailgun 	User relationship management 	United States of America
1184
1185Our business needs may change from time to time. For example, we may deprecate a Sub-processor to consolidate and minimize our use of Sub-processors. Similarly, we may add a Sub-processor if we believe that doing so will enhance our ability to deliver our Services. We will periodically update this page to reflect additions and removals to our list of Sub-processors.
1186
1187For more information on Stripe’s privacy practices, please consult our Privacy Policy.
1188
1189ntellectual Property Notices
1190
1191Last Updated: August 15, 2018
1192
1193By registering with Stripe, businesses confirm that they will not use the Stripe Service to accept payments in connection with certain businesses, business activities or business practices that are prohibited. For more on this, please see our Prohibited Businesses.
1194
1195One such prohibition is the sale of any product or service that directly infringes or facilitates infringement upon the trademark, copyright, or other intellectual property (“IP”) rights of any third party. If you are an IP rights holder, or an authorized representative of an IP rights holder, and have a good faith belief that a product or service is being sold using the Service that infringes your IP rights you may bring this to our attention by filling out this notice (“IP Notice”) and returning it via email, or by mail to:
1196
1197Stripe, Inc.
1198Attn: Legal Notices (IP)
1199510 Townsend Street
1200San Francisco, CA 94103, USA
1201
1202Upon receipt of a complete, signed IP Notice we will investigate and take action, as appropriate, which may include removal of infringing product(s) or service(s), and/or termination of a business’ use of the Service. You understand and agree that as part of our investigation we may share the IP Notice with the allegedly infringing business.
1203
1204Stripe Marks Usage Agreement
1205
1206Last Updated: July 31, 2018
1207
1208This Stripe Marks Usage Agreement (“Agreement”) sets out the legal terms governing your ability to use the Stripe name, logo, and other registered or unregistered Stripe trademarks and service marks owned by Stripe and its affiliates (“Stripe Marks”) to let your customers know that Stripe (“we”, “us”, “our”) provides services for your business. A list of the Stripe Marks available for use can be found on our Logos and Resources page. This Agreement supplements, and is governed by, your agreement with Stripe for the use of Services provided by Stripe (“Services Agreement”). Your Stripe Agreement is the Stripe Services Agreement, unless you and we agree to substitute a different agreement. Terms used but not defined in this Agreement, such as “Stripe” and “Services”, have the meanings given in the Services Agreement.
1209
1210You may not use any Stripe Marks without having agreed to abide by all of the terms and conditions in this Agreement, and unless you do so in accordance with this Agreement.
12111. Permission to Use Stripe Marks
1212
1213Stripe Marks are important assets of Stripe’s business and are protected by US and international laws. You are licensed to use the Stripe Marks as described in this Agreement on a non-exclusive, non-transferable basis on websites or applications that utilize the Services (as defined in the Services Agreement). However, your use is subject to the terms set out in this Agreement, and we may terminate your license via (i) our absolute ability to supervise, monitor, and revoke your license at any time and at our discretion, or (ii) your non-use or cancellation of the Services. Upon termination of the license, you agree to promptly remove any Stripe Marks from any websites or applications, or other material within a reasonable time.
12142. Proper Use of Stripe Marks
1215
1216Proper Use: You may only use the Stripe Marks on the portion of your website or application that directly relates to the Services, such as on a checkout page utilizing our payment processing services. All Stripe Marks should directly link to our homepage at www.stripe.com. Where only the Stripe name or logo is used, as opposed to the “Powered by Stripe” or “Connect with Stripe” logos, we ask that you provide proper trademark attribution crediting ownership of the Stripe Marks to us, such as:
1217
1218The Stripe name and logos are trademarks or service marks of Stripe, Inc. or its affiliates in the U.S. and other countries. Other names may be trademarks of their respective owners.
1219
1220Brand Guidelines: We may also provide you with style or usage guidelines describing such things as size, color, or relative placement of Stripe Marks. You may only use the Stripe Marks consistent with those guidelines except where we expressly agree otherwise with you in writing. You will update your use of the Stripe Marks to conform to changes in the guidelines within a reasonable time after we provide you notice of the change.
1221
1222Attribution: The TM or SM Symbol should be prominently displayed in conjunction with any Stripe Mark being used, unless otherwise directed by us to use the ® symbol. All Stripe Marks used should directly hyperlink to the Stripe home page located at www.stripe.com.
1223
1224Users of the Stripe Atlas Service: If you use the Stripe Atlas Service (as defined in the Stripe Atlas Services Agreement), you may place the Stripe Atlas badge (provided to you by Stripe) prominently on the homepage of your website. The Stripe Atlas badge should directly link to the Stripe Atlas landing page at stripe.com/atlas. Any other use of the Stripe Atlas badge is subject to our prior written consent, and your use of the Stripe Atlas badge must otherwise be in accordance with the terms of this Agreement. Your use of the Stripe Atlas Service is governed by the Stripe Atlas Services Agreement.
1225
1226Stripe Verified Partners: If you are a Stripe Verified Partner (as defined in the Stripe Partner Program Agreement) in good standing, you may place the Stripe Verified Partner badge (provided to you by Stripe) prominently on the homepage of your website. The Stripe Verified Partner badge should directly link to your Works with Stripe page (i.e., https://stripe.com/works-with/[your name]). Any other use of the Stripe Verified Partner badge is subject to our prior written consent, and your use of the Stripe Verified Partner badge must otherwise be in accordance with the terms of this Agreement. Your status as a Stripe Verified Partner is governed by the Stripe Partner Program Agreement.
12273. Impermissible Uses of Stripe Marks
1228
1229You may not display, copy, modify, transmit or otherwise use the Stripe Marks except as described in this Agreement, the guidelines, or otherwise agreed in writing by Stripe. You may not use the Stripe Marks to show Stripe or the Services in any disparaging or derogatory light, or in any way that may be damaging to our brand or to our interests in the Stripe Marks.
1230
1231You may not use the Stripe Marks to imply endorsement by Stripe of your products or services, or in a manner that causes customer confusion. You may not misrepresent your relationship with Stripe, or use the Stripe Marks in any manner that is misleading. You may not use the Stripe Marks in relation to goods or services that are unrelated to the Services. In addition to any other right that we may have to enforce the terms of this Agreement, you must promptly comply with any request that we make for you to cease a use of the Stripe Marks that we determine is non-compliant with this paragraph.
1232
1233In addition to protecting the Stripe Marks, it is important to us that you maintain an independent brand. Even where use of Stripe Marks is permitted, we suggest that you prominently use your own marks in a manner that makes your brand or any other descriptor of your goods/services clearly distinguishable from that of Stripe’s. For example, “Foo Analytics for Stripe” or “Bar Analytics powered by Stripe” are acceptable and emphasize your brand; but “Stripe Analytics”, “Stripe for Platforms”, or “Stripelytics” are unacceptable and emphasize the Stripe Marks. You may not use the Stripe Marks or any confusingly similar name or trademark with your product, service, company, or domain name. For instance, you may not use names like “Stripe Business Services”, “Stripe for Platforms” or domains like “getstripe.com.”
12344. No Warranties
1235
1236As part of this Agreement, we do not make any representations regarding your use of Stripe Marks. We disclaim all warranties, express and implied, including any warranties of non-infringement.
12375. Your Liability For Third-Party Claims
1238
1239You will indemnify Stripe, its affiliates, and their respective employees and agents (each a “Stripe Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Stripe Entity that results from your impermissible use of any Stripe Marks, as described in Section 3 above, including any third party Claims based on trademark or copyright infringement, dilution, passing off, counterfeiting, or unfair competition. You will also responsible for, and will fully reimburse the Stripe Entities for, any liability incurred by the Stripe Entities in connection with such Claims.
1240
1241You will fully cooperate with the Stripe Entities by providing reasonable assistance, authority, information, and resources where applicable, in order to assist with the defense of the Claims described in the previous paragraph. You recognize Stripe’s authority to control any defenses or responses against any such Claims, and you agree to cooperate with any Stripe Entity that wishes to assert such authority.
12426. Contacting Us
1243
1244If you have any questions about this Agreement, please don’t hesitate to contact us at trademarks(at)stripe.com.
12457. Other Legal Provisions
1246
1247Except as otherwise agreed upon in writing between you and us, this Agreement is the entire agreement between you and us regarding your use of the Stripe Marks. We may terminate this Agreement at any time upon notice to you. You may not transfer this Agreement to any third party. This Agreement is governed by the laws and dispute provisions specified in the Services Agreement, which are incorporated into this Agreement by reference. If any provision or portion of this Agreement is held to be invalid or unenforceable, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
1248
1249
1250This user agreement will be effective for all users as of November 13, 2018.
1251
1252    On November 13, 2018 a revised User Agreement will go into effect. We encourage you to review the Policy Update as the changes will be applicable to the use of PayPal services as of the effective date.
1253
1254 
1255
1256Welcome to PayPal!
1257
1258This user agreement is a contract between you and PayPal, Inc. governing your use of your PayPal account and the PayPal services. It applies to U.S. PayPal accounts only. If you are an individual, you must be a resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence to open a U.S. PayPal account and use the PayPal services.  If you are a business, the business must be organized in, operating in, or a resident of, the United States or one of its territories to open a U.S. PayPal account and use the PayPal services.
1259
1260By opening and using a PayPal account, you agree to comply with all of the terms and conditions in this user agreement. The terms include an agreement to resolve disputes by arbitration on an individual basis. You also agree to comply with the following additional policies and each of the other agreements on the Legal Agreements page that apply to you:
1261
1262    Privacy Statement
1263    Acceptable Use Policy
1264    Electronic Communications Delivery Policy (E-Sign Disclosure and Consent)
1265
1266Please read carefully all of the terms and conditions of this user agreement, terms of these policies and each of the other agreements that apply to you.
1267
1268We may revise this agreement and any of the policies listed above from time to time.  The revised version will be effective at the time we post it, unless otherwise noted.  If our changes reduce your rights or increase your responsibilities we will post a notice on the Policy Updates page of our website and provide notice to you of at least 30 days. By continuing to use our services after any changes to this user agreement, you agree to abide and be bound by those changes. If you do not agree with any changes to this user agreement, you may close your account.
1269Opening an Account
1270
1271We offer two types of accounts: personal accounts and business accounts.
1272
1273All PayPal accounts let you do things like:
1274
1275    Send and receive money.
1276    Buy things online, using mobile devices or in stores.
1277    Make payments using your credit card, debit card, bank account, PayPal balance (if we have verified the required identifying information you provided to us) or other payment methods.
1278    Accept credit card, debit card bank account, PayPal balance or other payment methods from others.
1279
1280You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access your PayPal account and the PayPal services. You must keep your mailing address, email address and other contact information current in your PayPal account profile.
1281
1282 
1283Personal accounts
1284
1285If you primarily need to make purchases and send money to family and friends, a personal account is probably right for you. With a personal account you can do things like:
1286
1287    Send and request money from friends and family.
1288    Buy goods and services.
1289
1290You can also use a personal account to receive money for the sale of goods and services, but if you plan to use your PayPal account primarily to sell things, you should consider a business account.  You can convert your PayPal account from a personal account to a business account should circumstances change.
1291
1292 
1293Business accounts
1294
1295We recommend business accounts for people and organizations that primarily use PayPal to sell goods or services or accept donations, even if your business is not incorporated.  With a business account, you can do things like:
1296
1297    Use a company or business name as the name on your PayPal account.
1298    Allow up to 200 employees access to some of the features of your PayPal account.
1299    Sign up for PayPal products that meet your business needs.
1300
1301Business accounts may be subject to fees that differ from the fees applicable to personal accounts.
1302
1303By opening up a business account or converting a personal account to a business account, you certify to us that you are using it primarily for a business or commercial purpose.  You also consent to PayPal obtaining your personal and/or business credit report from a credit reporting agency at account opening and whenever we reasonably believe there may be an increased level of risk associated with your business account.
1304 
1305Commercial Entity Status
1306
1307If the activity through your business account reaches certain thresholds or involves certain business segments or activities, you are required by the card networks to agree to a Commercial Entity Agreement to allow you to continue accepting Visa and MasterCard payments.  In this case, these Commercial Entity Agreements will apply to any payment processed by PayPal on your behalf and will form part of this user agreement.
1308
1309 
1310Closing Your PayPal Account
1311
1312You may close your account and terminate your relationship with us at any time without cost, but you will remain liable for all obligations related to your PayPal account even after the PayPal account is closed. When you close your PayPal account, we will cancel any scheduled or incomplete transactions. You must withdraw or transfer any PayPal balance from your PayPal account before closing it. If you have not provided the required identifying information to us, or if we are unable to verify the required identifying information you provide, you must transfer any PayPal balance to a linked bank account or debit card. You cannot withdraw or transfer digital gift certificates/cards that are purchased through PayPal Digital Gifts and linked to your PayPal account as payment methods. However, even without your PayPal account, you can still use the codes you received by email when you purchased the gift certificates/cards to make purchases.
1313
1314In certain cases, you may not close your PayPal account, including:
1315
1316    To evade an investigation.
1317    If you have a pending transaction or an open dispute or claim.
1318    If your PayPal account has a negative balance.
1319    If your PayPal account is subject to a hold, limitation or reserve.
1320
1321 
1322
1323 
1324Link or Unlink a Payment Method
1325
1326You can link or unlink a credit card, debit card, a U.S. bank account or PayPal Credit to your PayPal account as a payment method. Please keep your payment method information current (e.g. credit card number and expiration date).  If this information changes, we may update it using information and third party sources available to us without any action on your part.  If you do not want us to update your card information, you may contact your issuer to request this or remove your payment method from your PayPal account. If we update your payment method, we will keep any preference setting attached to such payment method. You may choose to confirm your card, so that we can verify that the card is valid and that you are the card owner.  To do this, we will charge $1.95 to the card.  After the card is confirmed, we will immediately refund this amount to the card.
1327Holding a PayPal Balance
1328
1329Money that you receive from other PayPal account holders is held as a balance in your PayPal account. The balance functionality in your PayPal account will differ depending on whether we have been able to verify the required identifying information that you provide to us.
1330The required identifying information is: name, physical address, date of birth and taxpayer identification number.
1331
1332    If we have not verified the required identifying information, a balance in your PayPal account can generally only be held in your PayPal account and transferred to a linked bank account or debit card. In certain instances, even if we haven’t verified the required identifying information that you provide to us, your balance may also be used to fund payments or money owed to PayPal, such as payments on your PayPal Credit account or your PayPal Working Capital account, or monies owed for refunds or chargebacks.
1333    If we have verified the required identifying information, a balance can be held in your PayPal account, transferred to a linked bank account or debit card, used to make purchases or send money to others.  This functionality requires that you provide the required identifying information to us and that we are able to verify the accuracy of that information.
1334
1335Any PayPal balance you hold represents an unsecured claim against PayPal and, except as provided below, is not insured by the Federal Deposit Insurance Corporation (FDIC). PayPal combines your PayPal balance with the PayPal balances of other PayPal users and invests those funds in liquid investments in accordance with state money transmitter laws. PayPal owns the interest or other earnings on these investments. However, the claim against PayPal represented by your PayPal balance is not secured by these investments and you do not have any ownership interest (either legal or beneficial) in these investments. These pooled amounts are held apart from PayPal’s corporate funds, and PayPal will neither use these funds for its operating expenses or any other corporate purposes nor will it voluntarily make these funds available to its creditors in the event of bankruptcy.
1336
1337 
1338Direct Deposit and Goals; Effect on Balance
1339
1340When you add money to your PayPal balance using direct deposit or when you activate our goals feature to manage your finances, the funds in your balance (including funds allocated to your goals) will be eligible for FDIC pass-through insurance.  PayPal will hold these funds as your agent and custodian, and you will be the ultimate beneficial owner of the funds.  PayPal will deposit your funds into one or more custodial accounts we maintain for the benefit of PayPal accountholders at one or more FDIC-insured banks.  FDIC pass-through insurance protects you against the risk of loss of your U.S. dollar deposits (up to the applicable FDIC insurance limits) should the FDIC-insured bank where we deposit your funds fail.  FDIC pass-through insurance does not apply to funds held in any non-U.S. dollar currencies.
1341
1342There might be a short delay between the time that funds are credited to your PayPal account and when we transfer those funds into one of the custodial accounts.  During this period and before the funds are transferred, they might not be eligible for pass-through FDIC insurance, although we will still be holding the funds as your agent and custodian.
1343Adding or Withdrawing Money
1344Adding money
1345
1346You may use the payment methods linked to your PayPal account to fund transactions you make using your PayPal account and you don’t need a PayPal balance to buy something or send money. If we have verified the required identifying information that you provide to us, you may transfer money to your PayPal balance from any bank account linked to your PayPal account by requesting an electronic transfer from your bank account. If we have not verified the required identifying information that you have provided to us, you cannot add funds to your PayPal balance from linked payment methods.
1347 
1348Withdrawing money
1349
1350If you have a PayPal balance, you may withdraw it by:
1351
1352    Transferring it to a bank account linked to your PayPal account,
1353    Transferring it to an eligible debit card linked to your PayPal account, subject to the fees applicable to such transfers that can be found on the Fees for Transferring Balance (for personal accounts) page and the Fees for Transferring Balance (for business accounts) page and that will be disclosed to you in advance each time you initiate such a withdrawal,
1354    If we have verified the required identifying information you provided to us, withdrawing it from an ATM (automated teller machine) using your PayPal-branded debit card (fees may apply), or
1355    If we have verified the required identifying information you provided to us, requesting a check from us (subject to a non-refundable fee of $1.50, which will be deducted from the amount of the withdrawal).
1356
1357To protect us and our users from loss, we may delay a withdrawal, in certain situations, including if we need to confirm that you have authorized the withdrawal or if other payments to your PayPal account have been subject to a reversal (for example, as a result of a chargeback, bank reversal or dispute by a buyer).  If we place a limitation on your PayPal account, a payment is subject to a hold, or your account or an associated account has a negative balance in any currency while a withdrawal from your PayPal account is pending, you will have to reinitiate the withdrawal once the limitation or hold has been lifted, or negative balance is fully paid off.
1358
1359We may set limits on your withdrawals, and you can view any withdrawal limit by logging into your PayPal account.  Completing two out of three of the following steps can help us verify your PayPal account, which may allow us to remove any withdrawal cap:
1360
1361    Verifying your bank account.
1362    Linking and confirming your credit or debit card information.
1363    Providing your social security number.
1364
1365We don’t charge a fee to make a transfer to your bank. If your debit card is eligible to receive withdrawals from your PayPal account, you will be provided the option to use it when you transfer money out of your PayPal balance, subject to the fees applicable to such transfers that can be found on the Fees for Transferring Balance (for personal accounts) page and the Fees for Transferring Balance (for business accounts) page and that will be disclosed to you in advance each time you initiate such a withdrawal.
1366
1367When you withdraw funds from an ATM using a PayPal-branded debit card, you may be charged a fee by the owner of the ATM and an additional fee by us per the terms of your Cardholder Agreement that can be found on the Legal Agreements page.  Other withdrawal limits also apply to the use of your PayPal-branded debit card.  Please refer to the applicable Cardholder Agreement for details that can be found on the Legal Agreements page.
1368
1369If you request a paper check from us, you must cash it within 180 days of the date of issuance, or we will return the funds to your PayPal balance and retain the non-refundable fee of $1.50.  We will not send a check to a post office box, and we will only send a check to an address once we have confirmed that it belongs to you.
1370
1371If you receive funds in your PayPal account but we have not verified the required identifying information that you have provided to us, you will be able to transfer the funds to a linked U.S. bank account or eligible debit card, but you will not be able to withdraw funds from an ATM and we will not send you a paper check for the funds. If you do not link a bank account or an eligible debit card to your PayPal account, we will hold the funds for you until you link a bank account, an eligible debit card, or until we verify the required identifying information that you provide to us.
1372
1373 
1374Managing Your Money in Multiple Currencies
1375Holding a PayPal balance in a currency other than U.S. dollars
1376
1377Your PayPal balance may be held in any of the currencies supported by PayPal, and you may hold a balance in more than one of these currencies at the same time. If we have not verified the required identifying information that you provide to us, you can only access balance that is in a currency other than U.S. dollars by transferring the balance to a linked bank account or to an eligible debit card and such a transfer will require a currency conversion (with payment of the applicable currency conversion spread) as discussed below.
1378
1379You are responsible for all risks associated with maintaining a PayPal balance in multiple currencies.  You may not manage multiple currencies for speculative trading purposes.
1380
1381 
1382Currency conversion
1383
1384Some uses of your PayPal account require a currency conversion.  Some examples of situations where a currency conversion is required include:
1385
1386    Purchasing goods from a seller who accepts payments only in a specific currency which you do not hold in your PayPal account.
1387    Sending money to a friend or family member in a currency that you do not hold at the time of the transaction.
1388    Sending money using PayPal’s Payouts or MassPay products in a currency that you do not hold at the time of the transaction.
1389    Receiving money either from a buyer or from a friend of family member in a currency that your PayPal account is not configured to accept.
1390    Converting your PayPal balance from one currency to another, not in connection with any transaction.
1391    Withdrawing funds from your PayPal balance held in a currency other than U.S. dollars to the bank account linked to your PayPal account.
1392    If you sold something and the transaction must be refunded or reversed, and you do not have the correct currency available in your PayPal balance at the time of the refund or reversal.
1393
1394How we convert currency
1395
1396If PayPal converts currency, it will be completed at the transaction exchange rate we set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion spread (described below) applied and retained by us on a base exchange rate to form the rate applicable to your conversion. The base exchange rate is based on rates within the wholesale currency markets on the conversion day or the prior Business Day; or, if required by law or regulation, set at the relevant government reference rate(s).
1397
1398For purchase and send money transactions described above in the first three bullets that involve a currency conversion, the currency conversion spread is 3.0%. For all other transactions involving a currency conversion, the currency conversion spread is 2.5%.
1399
1400When you purchase goods from a merchant who accepts payment only in a specific currency that you do not hold in your PayPal balance, the currency conversion will occur at the time your transaction is processed and the transaction exchange rate in effect at the time the transaction is processed will be used for this currency conversion.
1401Currency conversion choices
1402
1403When your payment is funded by a debit or credit card and requires a currency conversion, you consent to and authorize PayPal to convert the currency in place of your debit or credit card issuer.  You have the right to have your card issuer perform the currency conversion and can choose this option during checkout on your transaction review page before you complete the transaction.  If your card issuer converts the currency, you’ll be charged a rate set by them (shown on your statement), and you’ll be subject to any fees and terms set by them related to the conversion.
1404
1405PayPal will always perform the conversion for transactions where your PayPal balance or linked bank account is the payment method.
1406Account Statements and Requesting Account Records
1407
1408You have the right to receive an account statement showing your PayPal account activity. You may view your PayPal account statement by logging into your PayPal account.
1409
1410In the event you request that we send you hard-copy records related to your PayPal account, we may charge you a fee of $10.00 per item requested but we won’t charge you for records requested in connection with your good-faith assertion of an error in your PayPal account.
1411Sending Money and Buying
1412Sending Money to or Receiving Money From a Friend or Family Member
1413Sending money
1414
1415You can send money to a friend or family member using the send money feature in your PayPal account (sometimes called “personal payments” or “peer-to-peer/P2P payments”).  You can send money to a friend or family member even if they don’t have a PayPal account at the time you send them money, using their email address or mobile number in any currency that PayPal supports, and you can choose which payment method you want to use.  If the person to whom you are sending money does not have a PayPal account, they can claim it by opening a PayPal account. If they don’t claim it, it will be refunded to you.  Receiving money from a friend or family member is described under Receiving Money.
1416
1417We may, at our discretion, impose limits on the amount of money you can send, including money you send for purchases.  You can view any sending limit by logging into your PayPal account. We may increase your sending limits if you complete the same steps to verify your information as is required for the removal of withdrawal limits.
1418
1419When you send money to a friend or family member, one of three things may happen:  they may accept, decline or fail to claim the money.  If they either decline to accept the money or don’t claim it within 30 days of the date it is sent, the money (including any fees you were charged) will be refunded to:
1420
1421    The original payment method you used for the transaction, if you used a credit card, debit card or PayPal Credit as the payment method, or
1422    Your PayPal balance, if you used your PayPal balance as the payment method or a bank account as the payment method and we cannot refund it to your bank account.
1423
1424 
1425Receiving money
1426
1427If a friend or family member sends money to you, the money will appear in your PayPal balance. If someone sends you money in a currency you do not currently hold, you may decline it and return it to the sender.  Alternatively, you can accept it as-is and create a PayPal balance in that currency or accept it and convert it to the primary currency you have selected for your PayPal account.  If you choose to convert the funds, you will be charged a currency conversion spread included in the foreign exchange conversion rate.
1428
1429 
1430Fees for Sending Money to Friends and Family
1431
1432The fees applicable to sending money can be found on our Fees for Sending Money to Friends and Family page and will be disclosed to you in advance each time you initiate a transaction to send money to a friend or family member.  If you convert money in your PayPal balance from one currency to another before sending money, you also will pay a currency conversion spread for that conversion. If you use your credit card as the payment method when sending money, you may also be charged a cash-advance fee by your card issuer.
1433
1434If you send money to a friend or family member from a third party (non-PayPal) website or by using a third party’s product or service, then the third party will determine if the sender or recipient pays the fee.  This will be disclosed to you by the third party before the payment is initiated.
1435
1436You can also use the send money feature in your PayPal account to pay for goods or services.  You will not be charged any transaction fee for sending money to purchase goods or services as long as you choose the “send money to pay for goods and services” feature in your PayPal account.  In that case, the seller will pay a fee.  You must not use the “send money to a friend or family member” feature in your PayPal account when you are paying for goods or services.
1437
1438 
1439Buying Something From, or Returning Something to, a Seller Who Accepts PayPal
1440How to buy something
1441
1442You can buy something from a seller who accepts PayPal, in any currency that the seller accepts and that PayPal supports, using the funds in your PayPal balance, or using any payment method linked to your PayPal account.  This includes, for example:
1443
1444    Buying something at an online retailer’s website and selecting PayPal as your payment method at checkout.
1445    Sending money to a seller for goods or services.
1446    Using your PayPal account to buy something at a seller’s physical store.
1447
1448If the seller you are buying from sells goods or services and that seller does not already have a PayPal account, they can claim your payment by opening a PayPal account.  If they don’t open a PayPal account within 30 days, your purchase will be refunded.
1449
1450In order to manage risk, PayPal may limit the payment methods available for a transaction when you buy something.  In addition, payment methods may be limited for certain sellers or if you make a PayPal payment through certain third party websites or applications.
1451
1452When you authorize a payment to a seller who accepts PayPal, some sellers may take up to 30 days to complete the transaction.  In these instances, your payment may appear as a pending order in your PayPal account.  In that case, your authorization of the payment will remain valid until the seller completes the transaction (but no longer than 30 days).  If you used a debit or credit card as the payment method, your debit or credit card issuer also may show a pending authorization for a period of time until they release the hold or receive a completed transaction.
1453
1454 
1455Fees
1456
1457When you buy something from a seller who accepts PayPal you don’t pay a fee to PayPal unless your purchase requires a currency conversion.  In that case, you will be charged a currency conversion spread.  Your debit or credit card issuer may also charge you a separate fee for non-U.S. transactions.
1458
1459In addition you may be required to pay a fee to PayPal if you are making a purchase using PayPal Business Payments and the seller discloses to you that you, as the buyer, must pay the fee.
1460
1461 
1462Payment review
1463
1464When PayPal identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed.  When this happens, PayPal will place a hold on the transaction and notify the seller to delay shipping of the item.  As a buyer, this may delay your receipt of the item you purchased.  If we clear the transaction, we will notify the seller and direct them to ship the item.  If we don’t clear the transaction, we will cancel it and return the funds to you, unless we are legally required to take other action.
1465
1466 
1467Automatic payments
1468
1469You can agree with a seller who accepts PayPal to use PayPal as the payment method for future purchases with that seller.  This agreement is between you and the seller and allows you to pay the seller on a one-time, regular or sporadic basis. Examples of automatic payments that can be arranged by you either with a seller or with PayPal include those that PayPal calls a “billing agreement,” "subscription," "recurring payment,” “reference transaction,” "preauthorized transfer" or "preapproved payment."
1470
1471You may cancel an automatic payment up to 3 Business Days before the date of the next scheduled payment from your account settings or by contacting us through the PayPal Help Center, or by calling PayPal at (888) 221-1161. Once your automatic payment is canceled, all future automatic payments under your agreement with that seller will be stopped.  If you cancel an automatic payment, you may still owe the seller money for the purchase or have additional obligations to the seller for any goods or services that you receive but have not paid for.
1472
1473If you have given advance authorization, either to a seller or to PayPal, that permits a seller to take or receive payments from your PayPal account on a regularly recurring basis (for example, every month or otherwise on a routine billing cycle), and if such payments will vary in amount, you have the right to advance notice of the amount and date of the transfer from the seller at least 10 days before the transfer is made.  If the seller provides the option, you may choose to receive this advance notice only when the amount of your automatic payment will fall outside a range established between you and the seller.
1474
1475 
1476Refunds
1477
1478When you buy something from a seller online using PayPal and the transaction is ultimately refunded, the money will be refunded to the original payment method you used for the transaction if you used a debit card, credit card, PayPal Credit or PayPal balance. If you used a bank account as the payment method for the transaction, we will refund the money to your bank account, or to your PayPal balance if we cannot refund it to your bank account.  For purchases you make in a seller’s store location that you paid for using your PayPal account and the transaction is ultimately refunded, the money will be refunded to your PayPal balance.
1479
1480If you used Pay with Rewards to fund your transaction, your refund will be processed back as a dollar amount: depending on your card agreement with your issuer, your issuer may or may not credit your purchase back to your reward balance.
1481
1482When you buy something from a seller using PayPal that required a currency conversion which PayPal performed, and a refund is issued:
1483
1484    Within 60 days of the date of the original payment, the exchange rate used at the time of the original payment will apply.
1485    Beyond 60 days of the date of the original payment, the exchange rate on the date of the refund will apply.
1486
1487Payment Method Used for My Transaction
1488Selecting a preferred payment method
1489
1490You can choose any of the payment methods in your PayPal account as your preferred payment method.  You can select a preferred payment method in your account preferences on www.paypal.com or in the PayPal app. There may be times when your preferred payment method cannot be used, for example, if you select a credit card that is expired.
1491
1492You can set separate preferred payment methods for online transactions, in-store transactions and automatic payments.
1493
1494If you have chosen a preferred payment method, it will be shown as the primary method of payment.
1495
1496If no preferred payment method, it’s still your choice.
1497
1498The availability of certain payment methods may be limited based on that particular seller or the third party website you are using to complete the transaction.
1499
1500If you have not selected a preferred payment method, or your preferred payment method is unavailable, we will show you available payment methods, including the payment method you used most often or most recently, at the time of transaction.  You can also click on the “Manage” link to see all of your available payment methods, or add a new one, and select a payment method  during the transaction.
1501
1502 
1503Backup payment method
1504
1505Certain one-time online transactions may require that a backup funding method be used in the event that your selected or preferred payment method is unavailable. In those instances, the backup funding method may be displayed to you on your transaction review page, before you complete the transaction.  Note that this only applies for one-time, online transactions, and not for in-store or automatic payments.
1506
1507 
1508Sending money to friends and family
1509
1510When you send money to friends and family within the U.S. using your PayPal balance (if available) or your bank account, we waive all fees, so we always show you these payment options first, even if you have a set preferred payment method for your online purchases. Remember, you always have the choice to select any payment method in your PayPal account by clicking the “Change” link on the Send Money page.  If you select a payment method with a fee, we will always show you the fee before you send money.
1511
1512 
1513Automatic payments
1514
1515Some sellers allow you to store PayPal as the way you pay when making purchases on their site, so you can check out faster. Often, this entails creating an agreement with the seller that permits them  to request that we charge your PayPal account each time you make a purchase. If the seller provides the option, you may choose to receive this advance notice only when the amount of your automatic payment will fall outside a range established between you and the seller. To help minimize disruptions in your automatic payments, we may update your Payment Method information, see Link or Unlink a Payment Method.
1516
1517When you first set up an agreement, your preferred payment method (if you have one selected) will be shown first.  We will also show you other payment methods you have available in your PayPal account that you can instruct the seller to use.  For example, you can instruct your monthly movie subscription service to always charge your credit card for the monthly cost.  The payment method you select will be used for every future transaction with that seller, unless you change it in your account settings on www.paypal.com or the payment method is unavailable (e.g., because the credit card has expired).
1518
1519There are a few sellers where you can select PayPal as the method of payment for future transactions, but you won’t be shown the specific payment method that will be used.  When setting up an agreement with one of these sellers, the payment method used will be in the following order, if applicable:  1. Preferred payment method; 2. PayPal balance (if we’ve been able to verify certain identifying information you provide to us); 3. Bank account; 4. PayPal co-branded debit card; 5. PayPal co-branded credit card; 6. Debit card; 7. Credit card; and 8. E-check.  This is also the order of payment methods that will be used if a previously selected payment method to be used in a seller agreement is unavailable.
1520
1521You can cancel any agreement in your account settings on www.paypal.com.
1522Bank account transfers
1523
1524When you use your bank account as a payment method, you are allowing PayPal to initiate a transfer from your bank account to the recipient.  For these transactions, PayPal will make electronic transfers from your bank account in the amount you specify.  You authorize PayPal to try this transfer again if the initial transfer is rejected by your bank for any reason.
1525E-check
1526
1527E-check is a payment method where you use your bank account as your payment method, and the payment is not received by the recipient until the transaction is processed from the bank.  This process usually takes 3-5 Business Days, but this amount of time will increase if the payment is sent from a bank account located outside the United States.
1528Pay with Rewards
1529PayPal may allow you to redeem rewards associated with your eligible card(s) when making a purchase with your PayPal account through PayPal’s Pay with Rewards program. You authorize PayPal to share information about your account with your card issuer in order to allow you to redeem rewards associated with your card when making a purchase through Pay with Rewards.
1530 
1531All Pay with Rewards redemptions are subject to the terms of your card agreement with your card issuer. Pay with Rewards is only available for eligible purchases with certain merchants, and PayPal or your issuer may limit, suspend, or terminate your ability to redeem rewards at any time in accordance with the PayPal User Agreement and your card agreement. Your issuer determines the value of rewards redeemed through PayPal and available redemption methods (e.g., to pay for your purchase or for a statement credit).
1532 
1533There may be a delay between checkout and processing of your payment. Only rewards available upon processing of your payment will be used. Because your reward balance and/or transaction balance may change, whenever you request to redeem rewards for a purchase you also authorize PayPal to charge up to the full payment amount to your associated card if that happens. For more information on redeeming rewards and how it works, please see About Payment Methods.
1534Debit card processing
1535
1536PayPal will process your debit or prepaid card funded transactions through either the ATM debit network or the Visa, MasterCard or Discover network. If we process your debit or prepaid card through an ATM debit network, we may provide you with the opportunity to switch to a Visa, MasterCard or Discover network by changing your preferences for that debit or prepaid card through your PayPal account profile.  If you use your PayPal-branded debit card for a payment that is not in U.S. dollars, your transaction will be funded with your U.S. dollar PayPal balance, (but only if we have verified the required identifying information that you have provided to us as described under Holding a Balance in Your PayPal Account), even if you have a PayPal balance in another currency.  Any required currency conversion will be performed by Visa, MasterCard, Discover or a similar third party and may be subject to a fee by that third party.
1537Loyalty Cards
1538
1539If you use the PayPal application on your mobile phone, you may store loyalty card numbers or bar codes, where applicable, for certain sellers in your PayPal account.  When you store your loyalty card numbers or bar codes in your PayPal account, you will earn any rewards, subject to the seller’s loyalty card terms and conditions, at the time you make your payment to the merchant by presenting the stored loyalty card number or bar code to the seller at the point of sale.  It is your responsibility to make sure you have entered your loyalty card information correctly and that you update it as necessary.  It is also your responsibility to ensure that you are receiving the rewards to which you are entitled.  PayPal is not responsible for managing your loyalty card account by offering this service and any questions about your loyalty card or associated rewards program should be directed to the seller who offers the card.
1540PayPal’s Purchase Protection Program
1541
1542When you buy something from a seller who accepts PayPal, you may be eligible for a refund under PayPal’s Purchase Protection program.  When applicable, PayPal’s Purchase Protection program entitles you to reimbursement for the full purchase price of the item plus the original shipping costs you paid, if any.  PayPal determines, in its sole discretion, whether your claim qualifies for the Purchase Protection program.  PayPal’s original determination is considered final, but you may be able to file an appeal of the decision with PayPal if you have new or compelling information not available at the time of the original determination or you believe there was an error in the decision-making process.
1543
1544IMPORTANT: You may be required to return the item to the seller or other party we specify as part of the settlement of your claim.  PayPal’s Purchase Protection program does not entitle you to reimbursement for the return shipping costs that you may incur.
1545
1546PayPal’s Purchase Protection program may apply when you encounter these specific problems with a transaction:
1547
1548    You didn’t receive your item from a seller (referred to as an “Item Not Received” claim), or
1549    You received an item, but the item isn’t what you ordered (referred to as a “Significantly Not as Described” claim).
1550
1551If you believe that a transaction made through your PayPal account was not authorized by you, this type of claim is different from the Purchase Protection program, and is described below under Liability for Unauthorized Transactions and Other Errors.
1552
1553 
1554Item Not Received claims
1555
1556Your claim will not qualify for a refund under PayPal’s Purchase Protection program for an Item Not Received claim, if:
1557
1558    You collect the item in person, or arrange for it to be collected on your behalf, including if you use PayPal in a seller’s physical store, or
1559    The seller has provided proof of shipment or proof of delivery.
1560
1561If the seller presents evidence that they delivered the goods to your address, PayPal may find in favor of the seller for an Item Not Received claim even if you claim you did not receive the goods.
1562
1563 
1564Significantly Not as Described claims
1565
1566An item may be considered Significantly Not as Described if:
1567
1568    The item is materially different from the seller’s description of it.
1569    You received a completely different item.
1570    The condition of the item was misrepresented. For example, the item was described as “new” but the item was used.
1571    The item was advertised as authentic but is not authentic (i.e. counterfeit).
1572    The item is missing major parts or features and those facts were not disclosed in the description of the item when you bought it.
1573    You purchased a certain number of items but didn’t receive them all.
1574    The item was damaged during shipment.
1575    The item is unusable in its received state and was not disclosed as such.
1576
1577An item may not be considered Significantly Not as Described if:
1578
1579    The defect in the item was correctly described by the seller in its description of the item.
1580    The item was properly described but you didn't want it after you received it.
1581    The item was properly described but did not meet your expectations.
1582    The item has minor scratches and was described as “used."
1583
1584 
1585Ineligible items and transactions under PayPal’s Purchase Protection program
1586
1587Payments for the following are not eligible for reimbursement under PayPal Purchase Protection:
1588
1589    Real estate, including residential property.
1590    Financial products or investments of any kind.
1591    Businesses (when you buy or invest in a business).
1592    Vehicles, including, but not limited to, motor vehicles, motorcycles, recreational vehicles, aircraft and boats.
1593    Significantly Not as Described claims for wholly or partly custom-made items.
1594    Donations including payments on crowdfunding platforms.
1595    Items prohibited by the PayPal Acceptable Use Policy.
1596    For Item Not Received claims, items which you collect in person or arrange to be collected on your behalf, including items bought in a seller’s store location.
1597    Industrial machinery used in manufacturing.
1598    Anything purchased from, or an amount paid to, a government agency.
1599    Stored value items such as gift cards and pre-paid cards.
1600    Gambling, gaming and/or any other activity with an entry fee and a prize.
1601    Payments sent using PayPal’s friends and family functionality. 
1602    Payments sent using PayPal to any bill payment service.
1603    Payments made using PayPal Payouts and Mass Pay or guest checkout transactions (i.e. not sent using your PayPal account).
1604
1605 
1606Transaction eligibility for PayPal’s Purchase Protection program
1607
1608To be eligible for PayPal Purchase Protection you must meet all of the following requirements:
1609
1610    You have a PayPal account in good standing.
1611    You pay for the eligible item from your PayPal account.
1612    You respond to PayPal's request for documentation and other information within the time requested.
1613    You open a dispute in the Resolution Center within 180 days of the date you sent the payment, then follow our online dispute resolution process.
1614    You have not received a recovery related to such purchase from another source.
1615
1616 
1617Our online dispute resolution process
1618
1619If you’re unable to resolve a transaction related issue directly with a seller, you must follow our online dispute resolution process through the Resolution Center to pursue a claim under our Purchase Protection program.  You may also file a claim (Step 2 below) by calling us and speaking to an agent.  The steps you must follow are described below, and if you do not follow
1620these steps your claim may be denied:
1621
1622Step 1:  Open a dispute within 180 days of the date you made the payment.  This might allow you to start a direct conversation with the seller regarding your issue with the transaction that may help resolve the dispute.  If you are unable to resolve the dispute directly with the seller, proceed to Step 2.  We will place a hold on all funds related to the transaction in the seller's PayPal account until the dispute is resolved or closed.
1623
1624Step 2:  Escalate the dispute to a claim for reimbursement within 20 days after opening the dispute, if you and the seller are unable to come to an agreement, or we will automatically close the dispute.  You can escalate the dispute to a claim for reimbursement through the Resolution Center.  The seller or PayPal may also escalate the dispute to a claim at this point.  If you are making an Item Not Received claim, PayPal may ask you to wait at least 7 days from the transaction date to escalate the dispute. 
1625
1626Step 3:  Respond to PayPal’s requests for documentation or other information, after you, the seller or PayPal escalates your dispute to a claim for reimbursement.  PayPal may require you to provide receipts, third party evaluations, police reports or other documents that PayPal specifies.  You must respond to these requests in a timely manner as requested in our correspondence with you.
1627
1628Step 4:  Comply with PayPal’s shipping requests in a timely manner, if you’re filing a Significantly Not as Described claim.  PayPal may require you, at your expense, to ship the item back to the seller, to PayPal or to a third party (which will be specified by PayPal) and to provide proof of delivery.
1629
1630Proof of delivery means:
1631
1632    For transactions that total less than $750 U.S. dollars (or the foreign currency threshold in the table below), confirmation that can be viewed online and includes the delivery address showing at least city/state or zip code, delivery date, and the identity of the shipping company you used.
1633    For transactions that total $750 U.S. dollar (or the foreign currency threshold in the table below) or more, you must provide signature confirmation of delivery.
1634
1635Signature confirmation foreign currency thresholds
1636
1637Currency
1638	
1639
1640Transaction value
1641	
1642
1643Currency
1644	
1645
1646Transaction value
1647
1648Australian Dollar:
1649	
1650
1651850 AUD
1652	
1653
1654New Zealand Dollar:
1655	
1656
1657950 NZD
1658
1659Brazilian Real:
1660	
1661
16621,750 BRL
1663	
1664
1665Norwegian Krone:
1666	
1667
16684,600 NOK
1669
1670Canadian Dollar:
1671	
1672
1673850 CAD
1674	
1675
1676Philippine Peso:
1677	
1678
167934,000 PHP
1680
1681Czech Koruna:
1682	
1683
168415,000 CZK
1685	
1686
1687Polish Zloty:
1688	
1689
16902,300 PLN
1691
1692Danish Krone:
1693	
1694
16954,100 DKK
1696	
1697
1698Russian Ruble:
1699	
1700
170148,000 RUB
1702
1703Euro:
1704	
1705
1706550 EUR
1707	
1708
1709Singapore Dollar:
1710	
1711
1712950 SGD
1713
1714Hong Kong Dollar:
1715	
1716
17176,000 HKD
1718	
1719
1720Swedish Krona:
1721	
1722
17234,950 SEK
1724
1725Hungarian Forint:
1726	
1727
1728170,000 HUF
1729	
1730
1731Swiss Franc:
1732	
1733
1734700 CHF
1735
1736Israeli Shekel:
1737	
1738
17392,700 ILS
1740	
1741
1742Taiwan New Dollar:
1743	
1744
174523,000 TWD
1746
1747Japanese Yen:
1748	
1749
175077,000 JPY
1751	
1752
1753Thai Baht:
1754	
1755
175624,500 THB
1757
1758Malaysian Ringgit:
1759	
1760
17613,100 MYR
1762	
1763
1764U.K. Pounds Sterling:
1765	
1766
1767450 GBP
1768
1769Mexican Peso:
1770	
1771
177210,000 MXN
1773	
1774
1775U.S. Dollar:
1776	
1777
1778750 USD
1779
1780Step 5:  PayPal will make a decision (including automatically closing any dispute or claim), in its sole discretion, based on the coverage and eligibility requirements set forth above, any additional information provided during the online dispute resolution process or any other information PayPal deems relevant and appropriate under the circumstances.
1781
1782Note that when you are making Digital Goods Micropayments Purchases, there are special rules that apply and that include pre-determined thresholds where we may, at our discretion, reverse the transaction without requiring you to take further action.  We may limit the number of automatic reversals that you benefit from, but, even if that is the case, you will still be able to follow PayPal's standard dispute resolution processes described above.
1783
1784 
1785Dispute with us or your card issuer
1786
1787If you used a debit or credit card as the payment method for a transaction through your PayPal account and you are dissatisfied with the transaction, you may be entitled to dispute the transaction with your card issuer.  Applicable card chargeback rights may be broader thanthose available to you under PayPal’s Purchase Protection program.  For example, if you dispute a transaction with your card issuer, you may be able to recover amounts you paid for unsatisfactory items even if they don’t qualify for protection under a Significantly Not as Described claim with us.
1788
1789You must choose whether to pursue a dispute with PayPal under our Purchase Protection program, or to pursue the dispute with your card issuer. You can’t do both at the same time or seek a double recovery.  If you pursue a dispute/claim with us and you also pursue a dispute for the same transaction with your card issuer, we’ll close your dispute/claim with us.  This won’t affect the dispute process with your card issuer.  In addition, if you pursue a dispute with your card issuer, you cannot pursue a dispute/claim with us later.
1790
1791If you choose to dispute a transaction with PayPal and we decide against you, you can seek to pursue the dispute with your card issuer later.  If PayPal does not make a final decision on your claim until after your card issuer's deadline for filing a dispute, and because of our delay you recover less than the full amount you would have been entitled to recover from the card issuer, we will reimburse you for the remainder of your loss (minus any amount you have already recovered from the seller or your card issuer).
1792
1793Before contacting your card issuer or filing a dispute with PayPal, you should contact the seller to attempt to resolve your issue in accordance with the seller’s return policy.
1794Selling and Accepting Payments
1795Accepting Payments From Buyers for Goods and Services
1796Receiving personal payments
1797
1798If you use your PayPal account to receive payments for the sale of goods or services or accept donations, you must:
1799
1800    Pay any applicable fees for receiving the funds.
1801    Not ask your buyer to send you money using the “send money to a friend or family member.” If you do so, PayPal may remove your PayPal account’s ability to accept payments from friends or family members.
1802
1803By integrating into your online checkout/platform any functionality intended to enable a payer without a PayPal account to send a payment to your PayPal account, you agree to all further terms of use of that functionality which PayPal will make available to you on any page on the PayPal or Braintree website (including any page for developers and our Legal Agreements page) or online platform.  Such further terms include the PayPal Local Payment Methods Agreement. 
1804
1805     
1806No surcharges
1807
1808You agree that you will not impose a surcharge or any other fee for accepting PayPal as a payment method. You may charge a handling fee in connection with the sale of goods or services as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non-PayPal transactions.
1809
1810 
1811Presentation of PayPal and Pay with Venmo
1812
1813You must treat PayPal and/or Venmo as payment methods or marks at least on par with any other payment methods offered at your points of sale, including your websites or mobile applications. This includes at least equal or substantially similar: logo placement, position within any point of sale, and treatment in terms of payment flow, terms, conditions, restrictions, or fees, in each case as compared to other marks and payment methods at your points of sale.
1814
1815In representations to your customers or in public communications, you must not mischaracterize PayPal or Venmo as a payment method or exhibit a preference for other payment methods over PayPal or Venmo.  Within all of your points of sale, you agree not to try to dissuade or inhibit your customers from using PayPal or Venmo or encourage the customer to use an alternate payment method.  If you enable your customers to pay you with PayPal or Venmo, whenever you display or exhibit the payment methods that you accept (either within any point of sale or in your marketing materials, advertising and other customer communications) you agree to display the PayPal or Venmo payment marks at least as prominently, and in at least as positive a manner, as you do for all other payment methods.
1816
1817 
1818Taxes and information reporting
1819
1820Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”).  It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority.  PayPal is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.
1821
1822You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.  For example, PayPal is required to report to the Internal Revenue Service the total amount of payments for goods and services you receive each calendar year into all of your PayPal accounts associated with the same tax identification number if you receive more than $20,000 in payments for good and services and process more than 200 transactions involving goods or services through those PayPal accounts in the same calendar year.
1823
1824 
1825Your refund policy and privacy policy
1826
1827You must publish a refunds and return policy, as well as a privacy policy, where required by law.
1828
1829 
1830Payment review
1831
1832PayPal reviews certain potentially high-risk transactions.  If PayPal determines, in its sole discretion, that a transaction is high-risk, we place a hold on the payment and provide notice to you to delay shipping of the item.  PayPal will conduct a review and either complete or cancel the payment.  If the payment is completed, PayPal will provide notice to you to ship the item.  Otherwise, PayPal will cancel the payment and the funds will be returned to the buyer, unless we are legally required to take other action.  All payments that complete this payment review will be eligible for PayPal Seller Protection coverage if they meet the PayPal Seller Protection requirements.  We will notify you about payment reviews by email and/or through your PayPal account.
1833
1834 
1835In-store payments
1836
1837If you accept PayPal payments at your physical store, you must communicate the total amount of the transaction to the customer before it takes place. You may charge your customer’s account only for transactions that they have authorized. You must also provide customers with a physical receipt if they request one. You agree that any transaction that you make shall have an accurate and true description of the goods and services being purchased.
1838
1839 
1840Marketplace sellers
1841
1842If you’re a seller on a marketplace or through a third party application where PayPal is offered, you must comply with any rules that apply to the marketplace’s or the third party application’s buyer protection program for sales you make through that forum.  Any such protections may require you to take certain actions and may impact how claims are processed.
1843
1844 
1845Card not present transactions
1846
1847Whenever a buyer uses a debit or credit card as the payment method for a transaction using their account to buy something from you as a seller, the transaction will be processed as a “card not present” transaction, even if the buyer is at your store location.
1848
1849 
1850Accepting preauthorized payments
1851
1852As a seller, you can accept payments from a buyer’s account through preauthorized transfers either on a one-time, regular or sporadic basis.  This type of transaction is sometimes called a “billing agreement,” "subscription," "recurring payment,” “reference transaction,” "pre-approved payment " or "automatic payment."
1853If you receive preauthorized payments from buyers:
1854
1855You must:
1856	
1857
1858You must not:
1859
1860Get each buyer’s prior authorization for the amount, frequency, and duration of any such payment.
1861	
1862
1863Restart future payments without the buyer’s written authorization, if a buyer has stopped or canceled a preauthorized payment.
1864
1865 
1866
1867 
1868
1869 
1870
1871Provide a simple and easily accessible online cancellation procedure, if buyers sign up for preauthorized payments online.
1872
1873Provide buyers the ability to stop any such payment up to 3 Business Days before the date scheduled for payment.
1874
1875Notify the buyer at least 10 days in advance of the amount and date of each preauthorized payment if the preauthorized payment will vary from the preauthorized amount or (at the buyer’s option) any payment that is in an amount that falls outside of the pre-determined range.
1876Transaction Fees for Online and In-Store Payments
1877
1878Your PayPal transaction fees depend on:
1879
1880    the country of the buyer’s account or the currency of their card;
1881    whether you are registered as a charitable organization and have active 501(c)(3) status.  Your 501(c)(3) status must be documented with PayPal to receive the rates applicable to charitable organizations, and those rates will apply only after you document your status with us.
1882
1883 
1884Standard transactions fees
1885
1886The fees you pay when selling goods or services and the buyer pays using their PayPal account (or using another authorized wallet) can be found on the Standard Transaction Fees table, with the fees applicable to charitable organizations founds on the Standard Transaction Fees for Charitable Organizations table for the charitable fees.  Please note that:
1887
1888    We may adjust the fees applicable to future transactions that you process using PayPal. We will provide you at least 30 days’ advance notice of any fee increase or the introduction of a new type of fee.
1889    If you refund a transaction to a buyer or a donation to a donor, PayPal retains the fixed fee portion of the fees you paid.
1890    If you accept payments using a PayPal product (like PayPal Here or PayPal Payments Pro), the fees applicable to those products will apply to your transactions.
1891
1892 
1893Micropayments fees
1894
1895You may qualify to receive micropayments pricing for the sale of goods and services through your PayPal account, if your transactions typically average less than $10.  In order to qualify, you must have a PayPal account that is in good standing (for example, no limitations or negative PayPal balance), you may not be processing payments using PayPal Payments Pro  and you must submit an application and have it approved by us.  
1896
1897If your PayPal account is approved to accept micropayments, then the fees found on the Micropayment Fees table will apply to all transactions for the sale of goods or services processed through your PayPal account, instead of Standard Transaction Fees.  If you have multiple PayPal accounts, you must route your micropayments transactions through the appropriate account. Once a transaction is processed, PayPal will not re-route the transaction through a different account.
1898
1899 
1900PayPal Payouts and Mass Pay fees
1901
1902PayPal’s Payouts and Mass Pay services let you send multiple payments in one batch to send commissions, rebates, rewards, and general payments.  In order to use these services, you must have:
1903
1904    a PayPal business account in good standing and with no withdrawal limits; and
1905    applied for and received our permission to use these services.
1906
1907We may remove your ability to use Payouts or Mass Pay at any time if there is a higher than acceptable level of risk associated with your use of those services.
1908
1909The amount you will pay us for these services differs according to whether you use the Payouts service or Mass Pay service,  how you send the payments, and the currency of the payment. These fees can be found in the PayPal Payouts and Mass Pay Fees table.
1910 
1911Refunds, Reversals and Chargebacks
1912General information
1913
1914If you receive a payment for selling goods or services that is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees (including any applicable chargeback fee described below).  Whenever a transaction is refunded or otherwise reversed, PayPal will refund or reverse the transaction from your PayPal account in the same currency as the original transaction.  If your PayPal balance for a particular currency is insufficient to cover the amount of a refund or reversal, PayPal will perform a currency conversion in order to refund or reverse the transaction, and you will be charged for the currency conversion.
1915
1916If you refund a payment for goods or services, we will retain the fixed fee portion of the fees you paid as the seller.  The buyer’s account will be credited with the full payment amount and we’ll retain the fixed fee portion of the fees you paid and  the amount of the refunded payment will be deducted from your PayPal account.
1917
1918 
1919Payments that are invalidated and reversed
1920
1921Payments to you may be invalidated and reversed by PayPal if:
1922
1923    You lose a PayPal Purchase Protection claim submitted to us by a buyer, including as a result of your failure to respond in a timely manner.
1924    You lose a Venmo Authorized Merchant Payment Protection claim.
1925    Your buyer pursues a chargeback related to a card-funded transaction and the transaction is not eligible for PayPal Seller Protection.  The card issuer, not PayPal, determines whether a buyer is successful when they pursue a chargeback related to a card-funded transaction.
1926    You do not fulfill the transaction as promised or you cannot provide proof of shipment or proof of delivery when required.
1927    eBay decides against you under its money back guarantee program (and you haven’t opted out).
1928    Our investigation of a bank reversal made by a buyer or the buyer’s bank finds that the transaction was fraudulent.
1929    PayPal sent the payment to you in error.
1930    The payment was unauthorized
1931    You received the payment for activities that violated this user agreement or any other agreement between you and PayPal.
1932
1933When you receive a payment, you are liable to PayPal for the full amount of the payment sent to you plus any fees if the payment is later invalidated for any reason.  If your PayPal balance is insufficient to cover your liability for the payment amount plus the fees, then this will result in a negative PayPal balance.  Any negative PayPal balance represents an amount that you owe to us, and, in this situation, you must immediately add funds to your PayPal balance to eliminate it.  If you do not do so, PayPal may:
1934
1935    engage in collection efforts to recover such amounts from you;
1936    take any or all action as outlined under Amounts owed to PayPal; or
1937    place a limitation or take other action on your PayPal account as outlined under Restricted Activities and Holds.
1938
1939 
1940Chargeback fees
1941
1942If you receive a debit or credit card-funded payment through your PayPal account and the buyer pursues a chargeback for the transaction with their card issuer, then PayPal will not assess you with a chargeback fee if the transaction is eligible for PayPal Seller Protection. However, if the transaction is ineligible for PayPal Seller Protection, PayPal will assess you with a chargeback fee (for facilitating the chargeback process) regardless of whether the buyer is successful in pursuing the chargeback with the card issuer.
1943The applicable chargeback fee will be deducted from your PayPal account. The chargeback fee is $20 for transactions in U.S. Dollars, or the amount specified on the Chargeback Fees table in the currency of the original transaction.
1944 
1945Impact of various purchase protection processes on sellers
1946
1947You should read and understand PayPal’s Purchase Protection program, Venmo’s Authorized Merchant Payment Protection program, and if you sell goods and services to buyers with PayPal accounts in countries other than your own, you also should be familiar with the purchase protection available to buyers in each of those countries.  Buyers’ rights under these programs may impact you as a seller. You can find information about PayPal’s protection programs on the Legal Agreements page by selecting your buyer’s location at the top of the page and referring to the corresponding user agreement. You can find information on Venmo’s Authorized Merchant Payment Protection program in Venmo’s user agreement.
1948
1949If you lose a claim under PayPal’s Purchase Protection program in any country, or under Venmo’s Authorized Merchant Payment Protection program:
1950
1951    You must forfeit the full purchase price of the item plus the original shipping cost. In some cases you may not receive the item back.
1952    You will not receive a refund of the PayPal fees that you paid in connection with the sale.
1953    If the claim was that the item received was Significantly Not as Described, you will generally be required to accept the item back.
1954    If the claim was that the item received was Significantly Not as Described and related to an item you sold that is counterfeit, you will be required to provide a full refund to the buyer and you may not receive the item back (it will be destroyed).
1955
1956If you accept PayPal payments from buyers for goods or services you sell through eBay, then you need to read and understand the eBay Money Back Guarantee program.  Unless you opt out by calling eBay, PayPal will treat eBay’s decisions in favor of your buyers under that program as a basis for reversing a PayPal payment made to you.  If your PayPal balance is insufficient to cover the amount, we may:
1957
1958    place a hold on your PayPal account until sufficient funds become available in your PayPal account to cover the amount; or
1959    create a negative balance in your PayPal account.
1960
1961PayPal's Seller Protection Program
1962What’s eligible
1963
1964If you sell something to a buyer and the transaction is later disputed or reversed under Reversals, Claims or Chargebacks, you may be eligible for reimbursement under PayPal’s Seller Protection program.  When it applies, PayPal’s Seller Protection program entitles you to retain the full purchase amount and we will waive any related chargeback fees paid (for debit and credit card-funded transactions).  There is no limit on the number of payments for which you can receive coverage.  By accessing the transaction details page in your PayPal account you can determine whether or not your transaction is eligible for protection under this program
1965
1966PayPal’s Seller Protection program may apply when a buyer claims that:
1967
1968    They did not authorize, or benefit from, funds sent from their PayPal account (referred to as an “Unauthorized Transaction” claim); or
1969    They didn’t receive the item from you (referred to as an “Item Not Received” claim).
1970
1971PayPal’s Seller Protection program may also apply when a transaction is reversed because of a successful chargeback by a buyer or when a bank funded payment is reversed by the buyer’s bank.
1972
1973This section describes PayPal’s Seller Protection program as it applies to you, but you should also be familiar with the Impact of various purchase protection processes on sellers.
1974
1975 
1976Basic requirements
1977
1978To be eligible for PayPal’s Seller Protection, you must meet all of the following requirements:
1979
1980    The primary address for your PayPal account must be in the United States.
1981    The item must be a physical, tangible good that can be shipped.
1982    You must ship the item to the shipping address on the transaction details page in your PayPal account for the transaction.  If you originally ship the item to the recipient's shipping address on the transaction details page but the item is later redirected to a different address, you will not be eligible for PayPal Seller Protection. We therefore recommend not using a shipping service that is arranged by the buyer, so that you will be able to provide valid proof of shipping and delivery.
1983    You must respond to PayPal's requests for documentation and other information in a timely manner as requested in our email correspondence with you or in our correspondence with you through the Resolution Center. If you do not respond to PayPal’s request for documentation and other information in the time requested, you may not be eligible for Seller Protection.
1984    If the sale involves pre-ordered or made-to-order goods, you must ship within the timeframe you specified in the listing. Otherwise, it is recommended that you ship all items within 7 days after receipt of payment.
1985
1986 
1987Item Not Received additional requirements
1988
1989To be eligible for  PayPal’s Seller Protection program for a buyer’s Item Not Received claim, you must meet both the basic requirements listed above and the additional requirements listed below:
1990
1991    Where a buyer files a chargeback with the issuer for a card-funded transaction, the payment must be marked “eligible” for PayPal’s Seller Protection on the Transaction Details page.
1992    You must provide proof of delivery as described below.
1993
1994 
1995Unauthorized Transactions additional requirements
1996
1997To be eligible for PayPal’s Seller Protection program for a buyer’s Unauthorized Transaction claim, you must meet both the basic requirements listed above and the additional requirements listed below:
1998
1999    The payment must be marked “eligible” or “partially eligible” for PayPal's Seller Protection on the Transaction Details page.
2000    You must provide proof of shipment or proof of delivery as described below.
2001
2002 
2003Establishing proof of delivery or proof of shipment
2004The following is required as:
2005
2006Proof of shipment
2007	
2008
2009Proof of delivery
2010
2011Online or physical documentation from a shipping company that includes:
2012
2013    Date of shipment
2014    An address for the recipient that matches the shipping address on the Transaction Details page
2015    An address for the recipient showing at least the city/state, city/country, or zip/postal code (or international equivalent).
2016
2017	
2018
2019Online or physical documentation from a shipping company that includes:
2020
2021    Date of delivery and ‘delivered’ status
2022    An address for the recipient that matches the shipping address on the Transaction Details page
2023    An address for the recipient showing at least the city/state, city/country, or zip/postal code (or international equivalent).
2024    Signature confirmation, if the full amount of the payment including shipping and taxes exceeds a fixed amount (based on the currency of the payment) from the signature confirmation threshold table below. Signature confirmation is online documentation, viewable at the shipping company’s website, indicating that the item was signed for.
2025
2026IMPORTANT:  Your choice of carrier and shipment options with that carrier can have a big impact on your ability to meet the proof of delivery requirements.  Please ensure, especially when shipping goods internationally, that your carrier can provide ‘delivered’ status at the correct address, or your Seller Protection claim may be denied.
2027 
2028
2029 
2030Signature confirmation foreign currency thresholds
2031
2032Currency
2033	
2034
2035Transaction value
2036	
2037
2038Currency
2039	
2040
2041Transaction value
2042
2043Australian Dollar:
2044	
2045
2046850 AUD
2047	
2048
2049New Zealand Dollar:
2050	
2051
2052950 NZD
2053
2054Brazilian Real:
2055	
2056
20571,750 BRL
2058	
2059
2060Norwegian Krone:
2061	
2062
20634,600 NOK
2064
2065Canadian Dollar:
2066	
2067
2068850 CAD
2069	
2070
2071Philippine Peso:
2072	
2073
207434,000 PHP
2075
2076Czech Koruna:
2077	
2078
207915,000 CZK
2080	
2081
2082Polish Zloty:
2083	
2084
20852,300 PLN
2086
2087Danish Krone:
2088	
2089
20904,100 DKK
2091	
2092
2093Russian Ruble:
2094	
2095
209648,000 RUB
2097
2098Euro:
2099	
2100
2101550 EUR
2102	
2103
2104Singapore Dollar:
2105	
2106
2107950 SGD
2108
2109Hong Kong Dollar:
2110	
2111
21126,000 HKD
2113	
2114
2115Swedish Krona:
2116	
2117
21184,950 SEK
2119
2120Hungarian Forint:
2121	
2122
2123170,000 HUF
2124	
2125
2126Swiss Franc:
2127	
2128
2129700 CHF
2130
2131Israeli Shekel:
2132	
2133
21342,700 ILS
2135	
2136
2137Taiwan New Dollar:
2138	
2139
214023,000 TWD
2141
2142Japanese Yen:
2143	
2144
214577,000 JPY
2146	
2147
2148Thai Baht:
2149	
2150
215124,500 THB
2152
2153Malaysian Ringgit:
2154	
2155
21563,100 MYR
2157	
2158
2159U.K. Pounds Sterling:
2160	
2161
2162450 GBP
2163
2164Mexican Peso:
2165	
2166
216710,000 MXN
2168	
2169
2170U.S. Dollar:
2171	
2172
2173750 USD
2174
2175 
2176
2177 
2178Ineligible items and transactions
2179
2180Your sale is not eligible for coverage under PayPal’s Seller Protection program if:
2181
2182    It involves intangible, non-physical, items, including digital goods, and services.  Digital goods are delivered and used in an electronic format, like a song delivered online or through a mobile application.
2183    The buyer claims (either with us or their card issuer) that the item you sent isn’t what was ordered (referred to as a “Significantly Not as Described” claim).
2184    It involves an item that PayPal determines, in its sole discretion, is a counterfeit item.
2185    It involves an item that you deliver in person, including in connection with a payment made in your physical store.
2186    It involves sales that are not processed either through a buyer’s PayPal account or a PayPal guest checkout transaction. For example, if the sale was made using the PayPal Payments Pro/VT product, PayPal business payments or using PayPal Here, then it is not eligible for coverage. 
2187    It involves items equivalent to cash including gift cards.
2188    It involves a donation.
2189    It relates to the purchase of a financial product or investment of any kind.
2190    It involves a payment sent using PayPal’s friends and family functionality.
2191    It involves a payment made using PayPal Payouts and Mass Pay.
2192    The item is a vehicle, including, but not limited to a motor vehicle, motorcycle, recreational vehicle, aircraft or boat.
2193
2194PayPal Advertising Program
2195
2196The PayPal Advertising Program enables you to promote PayPal services, including PayPal Credit, through PayPal-hosted banners and buttons on your websites or in your customer emails.  PayPal may change the content provided through this program at any time for any reason, and PayPal may choose to discontinue the PayPal Advertising Program at any time.
2197If you participate in this program:
2198You must: 	You must not:
2199Comply with all integration requirements provided by PayPal or each authorized third party, including those with respect to accurate presentation of all PayPal related information. 	Modify any PayPal content or its presentation in any way.
2200Only use the HTML code for PayPal content as provided by PayPal. 	Copy PayPal content from other websites.
2201Use the PayPal content in its entirety with all the links and language provided by PayPal and without modification by you. 	Create, display or host your own PayPal content, unless authorized by PayPal in writing.
2202Immediately remove all PayPal content from your sites and customer communications and/or cooperate with PayPal or your third party provider to do so, if you stop using a qualifying PayPal payments solution. 	Post PayPal content on social media networks or platforms or anywhere else, unless authorized by PayPal in writing.
2203Keep all PayPal content current and up to date, including by cooperating with PayPal to manually update the PayPal content as its appears on your sites or in your communications and repair or reinstall the HTML code to facilitate future updates. 	Display any non-current PayPal content.
2204Comply with applicable advertising laws, regulations and standards issued by governmental authorities or advertising self-regulatory bodies including but not limited to the digital advertising standards issued by the Network Advertising Initiative. 	 
2205 
2206
2207If you promote the use of PayPal Credit on your sites and customer communications through the PayPal Advertising Program, there are additional requirements that apply.  If you receive customer inquiries relating to PayPal Credit, you must direct the customer to PayPal Credit Customer Support at (866) 528-3733.  If a customer is unable to process a transaction using PayPal Credit, you are prohibited from communicating any reason for the decline to the customer on PayPal Credit’s behalf. You are also prohibited from representing or holding yourself out to represent PayPal Credit in any way.
2208
2209You are responsible for any damages suffered by PayPal or any third parties resulting from your failure to follow the rules of the PayPal Advertising Program, and if you violate these rules, PayPal may modify or remove the PayPal content you are presenting or require you to remove or modify it immediately.  If you fail to follow these rules, we may limit or close your PayPal account.
2210Restricted Activities and Holds
2211Restricted Activities
2212
2213In connection with your use of our websites, your PayPal account, the PayPal services, or in the course of your interactions with PayPal, other PayPal customers, or third parties, you must not:
2214
2215    Breach this user agreement, the PayPal Acceptable Use Policy, the Commercial Entity Agreements (if they apply to you), or any other agreement between you and PayPal;
2216    Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
2217    Infringe PayPal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
2218    Sell counterfeit goods;
2219    Act in a manner that is defamatory, trade libelous, threatening or harassing;
2220    Provide false, inaccurate or misleading information;
2221    Send or receive what we reasonably believe to be potentially fraudulent funds;
2222    Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
2223    Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both PayPal and the seller, bank or card issuer for the same transaction;
2224    Control an account that is linked to another account that has engaged in any of these restricted activities;
2225    Conduct your business or use the PayPal services in a manner that results in or may result in;
2226        complaints;
2227        requests by buyers (either filed with us or card issuers) to invalidate payments made to you;
2228        fees, fines, penalties or other liability or losses to PayPal, other PayPal customers, third parties or you;
2229    Use your PayPal account or the PayPal services in a manner that PayPal, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
2230    Allow your PayPal account to have a negative PayPal balance;
2231    Provide yourself a cash advance from your credit card (or help others to do so);
2232    Access the PayPal services from a country that is not included on PayPal's permitted countries list;
2233    Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf or the PayPal services;
2234    Facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or PayPal services;
2235    Use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers;
2236    Interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, any of the PayPal services or other users’ use of any of the PayPal services;
2237    Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers;
2238    Use the PayPal services to test credit card behaviors;
2239    Circumvent any PayPal policy or determinations about your PayPal account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to open new or additional PayPal account(s) when an account has a negative PayPal balance or has been restricted, suspended or otherwise limited; opening new or additional PayPal accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s PayPal account; or
2240    Harass and/or threaten our employees, agents, or other users.
2241
2242Actions We May Take if You Engage in Any Restricted Activities
2243
2244If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect PayPal, its customers and others at any time in our sole discretion.  The actions we make take include, but are not limited to, the following:
2245
2246    Terminate this user agreement, limit your PayPal account, and/or close or suspend your PayPal account, immediately and without penalty to us;
2247    Refuse to provide the PayPal services to you in the future;
2248    Limit your access to our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, your PayPal account or any of the PayPal services, including limiting your ability to pay or send money with any of the payment methods linked to your PayPal account, restricting your ability to send money or make withdrawals;
2249    Hold your PayPal balance for up to 180 days if reasonably needed to protect against the risk of liability or if you have violated our Acceptable Use Policy;
2250    Suspend your eligibility for PayPal’s Purchase Protection program and/or PayPal’s Seller Protection program;
2251    Contact buyers who have purchased goods or services from you using PayPal, your bank or credit card issuer, other impacted third parties or law enforcement about your actions;
2252    Update inaccurate information you provided us;
2253    Take legal action against you;
2254    If you’ve violated our Acceptable Use Policy, then you’re also responsible for damages to PayPal caused by your violation of this policy; or
2255    If you are a seller and you violate the Acceptable Use Policy, then in addition to being subject to the above actions you will be liable to PayPal for the amount of PayPal's damages caused by your violation of the Acceptable Use Policy.  You acknowledge and agree that $2,500.00 U.S. dollars per violation of the Acceptable Use Policy is presently a reasonable minimum estimate of PayPal's actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to PayPal that reasonably could be anticipated because, due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate.  PayPal may deduct such damages directly from any existing PayPal balance in any PayPal account you control.
2256
2257If we close your PayPal account or terminate your use of the PayPal services for any reason, we’ll provide you with notice of our actions and make any unrestricted funds held in your PayPal account available for withdrawal.
2258
2259You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by PayPal, any PayPal customer, or a third party caused by or arising out of your breach of this agreement, and/or your use of the PayPal services.
2260Holds, Limitations, and Reserves
2261What are holds, limitations and reserves
2262
2263Under certain circumstances, in order to protect PayPal and the security and integrity of the network of buyers and sellers that use the PayPal services, PayPal may take account-level or transaction-level actions.  Unless otherwise noted, if we take any of the actions described here, we’ll provide you with notice of our actions, but we retain the sole discretion to take these actions.  To request information in connection with an account limitation, hold or reserve, you should visit the Resolution Center or follow the instructions in our email notice with respect to the limitation, hold or reserve.
2264
2265Our decision about holds, limitations and reserves may be based on confidential criteria that are essential to our management of risk and the protection of PayPal, our customers and/or service providers.  We may use proprietary fraud and risk modeling when assessing the risk associated with your PayPal account.  In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions.  We have no obligation to disclose the details of our risk management or security procedures to you.
2266
2267 
2268Holds
2269
2270A hold is an action that PayPal may take under certain circumstances either at the transaction level or the account level.  When PayPal places a temporary hold on a payment, the money is not available to either the sender or the recipient.  PayPal reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction.  Some common situations where PayPal will hold payments include:
2271
2272    New sellers or sellers who have limited selling activity.
2273    Payments for higher-risk categories like electronics or tickets.
2274    Sellers who have performance issues, or a high rate of buyer dissatisfaction or disputes.
2275
2276Holds based on PayPal’s risk decisions
2277
2278We may place a hold on payments sent to your PayPal account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your PayPal account, or your transactions or that placing such a hold is necessary to comply with state or federal regulatory requirements.  We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties.  When we place a hold on a payment, the funds will appear in your PayPal account with an indication that they are unavailable or pending.  We’ll notify you, either through your PayPal account or directly by phone or email, whenever we place a hold.  
2279
2280Risk-based holds generally remain in place for up to 21 days from the date the payment was received into your PayPal account.  We may release the hold earlier under certain circumstances (for example, if you’ve uploaded shipment tracking information related to the transaction), but any earlier release is at our sole discretion.  The hold may last longer than 21 days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below.  In this case, we’ll hold the payment in your PayPal account until the matter is resolved (but no longer than 180 days).
2281
2282Holds related to Marketplace transactions
2283
2284If you’re a seller on a marketplace or through a third-party application where PayPal is offered, a hold may be placed on a payment sent to you at the instruction of the applicable marketplace or third-party. This is done once you have granted us permission to have your funds held and will be in accordance with your agreement with the third-party. These holds will appear in your PayPal account. If you have questions about why the applicable marketplace or third party instructed PayPal to put these holds in place, you will need to contact the marketplace or third-party directly.
2285
2286Holds based on disputed transactions
2287
2288If a payment sent to you as a seller is challenged as a payment that should be invalidated and reversed, we may place a temporary hold on the funds in your PayPal account to cover the amount that could be reversed.  Any of the situations described under Refunds, Reversals and Chargebacks are situations that could result in us placing a hold on a payment.  If we determine the transaction should not be reversed, we’ll lift the temporary hold.  If we determine the transaction should be reversed, we’ll remove the funds from your PayPal account.
2289
2290 
2291Account Limitations
2292
2293Limitations are implemented to help protect PayPal, buyers and sellers when we notice restricted activities, an increased financial risk, or activity that appears to us as unusual or suspicious.  Limitations also help us collect information necessary for keeping your PayPal account open.
2294
2295There are several reasons why your PayPal account could be limited, including:
2296
2297    If we suspect someone could be using your PayPal account without your knowledge, we’ll limit it for your protection and look into the fraudulent activity.
2298    If your debit or credit card issuer alerts us that someone has used your card without your permission. Similarly, if your bank lets us know that there have been unauthorized transfers between your PayPal account and your bank account.
2299    In order to comply with applicable law.
2300    If we reasonably believe you have breached this agreement or violated the Acceptable Use Policy.
2301    Seller performance indicating your PayPal account is high risk. Examples include: indications of poor selling performance because you’ve received an unusually high number of claims and chargebacks, selling an entirely new or high-cost product type, or if your typical sales volume increases rapidly.
2302
2303You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. However, if we reasonably believe a risk still exists after you have provided us that information, we may take action to protect PayPal, our users, a third party, or you from reversals, fees, fines, penalties, legal and/or regulatory risks and any other liability.
2304
2305 
2306Reserves
2307
2308We may place a reserve on your PayPal account at any time if we believe there may be a high level of risk associated with you, your PayPal account, your business model, or your transactions.  When we place a reserve on your PayPal account, it means that all or some portion of the money in your PayPal account is reserved as unavailable for withdrawal in order to protect against the risk of transactions made by you being reversed or invalidated or any other risk related to your PayPal account or use of the PayPal services.   We make decisions about whether to place a reserve based on a number of factors, including information available to us from both internal sources and from third parties.
2309
2310PayPal considers a list of non-exclusive factors and whether and how these factors have changed over time, including:
2311
2312    How long you have been in business.
2313    Whether your industry has a higher likelihood of chargebacks.
2314    Your payment processing history with PayPal and other providers.
2315    Your business and/or personal credit history.
2316    Your delivery time frames.
2317    Whether you have higher than average number of returns, chargebacks, claims or disputes.
2318
2319There are two types of reserves that may be placed on your PayPal account, and one or both may be applied at the same time:
2320
2321    A Rolling reserve is a reserve where a percentage of each transaction you receive each day is held and then released later on a scheduled basis. For example, your reserve could be set at 10% and held for a 90-day rolling period – meaning 10% of the money you receive on day 1 is held and then released on day 91, 10% of the money you receive on day 2 is held until day 92, etc. Rolling reserves are the most common type of reserve.
2322    A Minimum reserve is a specific minimum amount of money that you’re required to keep available in your PayPal balance at all times. The minimum reserve is either taken as an upfront amount deposited all at once or is established on a rolling basis from percentages of sales until the minimum reserve is achieved, much like a rolling reserve. 
2323
2324If we place a reserve on funds in your account, the funds will be shown as “pending and we’ll notify you of the terms of the reserve.
2325If we change the terms of the reserve due to a change in our risk assessment, we’ll notify you of the new terms.
2326 
2327Court Orders, Regulatory Requirements or Other Legal Process
2328
2329If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to/from your PayPal account, placing a reserve or limitation on your PayPal account, or releasing your funds.  We will decide, in our sole discretion, which action is required of us.  Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions.  We do not have an obligation to contest or appeal any court order or legal process involving you or your PayPal account.  When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place longer than 180 days.
2330Liability for Unauthorized Transactions and Other Errors
2331Protection from Unauthorized Transactions
2332
2333To protect yourself from unauthorized activity in your PayPal account, you should regularly log into your PayPal account and review your PayPal account statement.  PayPal will notify you of each transaction by sending an email to your primary email address on file.  You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.
2334
2335PayPal will protect you from unauthorized activity in your PayPal account.  When this protection applies, PayPal will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described below. 
2336
2337 
2338What is an Unauthorized Transaction
2339
2340An “Unauthorized Transaction” occurs when money is sent from your PayPal account that you did not authorize and that did not benefit you.  For example, if someone steals your password, uses the password to access your PayPal account, and sends a payment from your PayPal account, an Unauthorized Transaction has occurred.
2341
2342 
2343What is not considered an Unauthorized Transaction
2344
2345The following are NOT considered Unauthorized Transactions:
2346
2347    If you give someone access to your PayPal account (by giving them your login information) and they use your PayPal account without your knowledge or permission.  You are responsible for transactions made in this situation.
2348    Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.
2349
2350 
2351Reporting an Unauthorized Transaction
2352
2353If you believe your PayPal login information has been lost or stolen, please contact PayPal customer service immediately or call: (888) 221-1161 or write: PayPal, Attn: Error Resolution Department, P.O. Box 45950, Omaha, NE 68145-0950.
2354
2355Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using your login information or by other means. You could lose all the money in your PayPal account. If you tell us within 60 days after we provide you your PayPal account statement showing transfers you did not make, you will be eligible for 100% protection for Unauthorized Transactions.
2356
2357Also, if your PayPal account statement shows transfers that you did not make, including those made with your PayPal login information or by other means, tell us at once. If you do not tell us within 60 days after we provided the statement to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we may extend the time periods.
2358Error Resolution
2359What is an Error
2360
2361An “Error” means the following:
2362
2363    When money is either incorrectly taken from your PayPal account or incorrectly placed into your PayPal account, or when a transaction is incorrectly recorded in your PayPal account.
2364    You send a payment and the incorrect amount is debited from your PayPal account.
2365    An incorrect amount is credited to your PayPal account.
2366    A transaction is missing from or not properly identified in your PayPal account statement.
2367    We make a computational or mathematical error related to your PayPal account.
2368    You request receipt or periodic statement documents that PayPal is required to provide to you.
2369    You request information concerning preauthorized (recurring) transfers to your PayPal account that PayPal is required to provide to you.
2370    You request additional information or clarification concerning a transfer to or from your PayPal account, including a request you make to determine whether an error has occurred.
2371    You inquire about the status of a pending transfer to or from your PayPal account.
2372    You request documentation or other information, unless the request is for a duplicate copy for tax or other record-keeping purposes.
2373
2374 
2375What is not considered an Error
2376
2377The following are NOT considered Errors:
2378
2379    If you give someone access to your PayPal account (by giving them your login information) and they use your PayPal account without your knowledge or permission.  You are responsible for transactions made in this situation.
2380    Invalidation and reversal of a payment as a result of the actions described under Refunds, Reversals and Chargebacks.
2381    Routine inquiries about your PayPal balance.
2382    Requests for duplicate documentation or other information for tax or other recordkeeping purposes.
2383
2384 
2385In case of Errors or questions about your electronic transfers
2386
2387Telephone us at (888) 221-1161, contact us through the PayPal Resolution Center; or write us at PayPal, Attn: Error Resolution Department, P.O. Box 45950, Omaha, NE 68145-0950. 
2388
2389Notify us as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.
2390
2391    Tell us your name and account number (if any).
2392    Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
2393    Tell us the dollar amount of the suspected error.
2394
2395If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.
2396
2397We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your PayPal account within 10 Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your PayPal account.
2398
2399For errors involving new PayPal accounts, point-of-sale transactions, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new PayPal accounts, we may take up to 20 Business Days to credit your PayPal account for the amount you think is in error.
2400
2401We will tell you the results within 3 Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
2402Processing Errors
2403
2404We will rectify any processing error that we discover.  If the error results in:
2405
2406    You receiving less than the correct amount to which you were entitled, then we will credit your PayPal account for the difference between what you should have received and what you actually received.
2407    You receiving more than the correct amount to which you were entitled, then we will debit your PayPal account for the difference between what you actually received and what you should have received.
2408    Our not completing a transaction on time or in the correct amount, then we will be responsible to you for your losses or damages directly caused by this failure, unless:
2409        through no fault of ours, you did not have enough available funds to complete the transaction;
2410        our system was not working properly and you knew about the breakdown when you started the transaction; or
2411        the error was due to extraordinary circumstances outside our control (such as fire, flood or loss of Internet connection), despite our reasonable precautions.
2412
2413Processing errors are not:
2414
2415    Delays that result from PayPal applying holds, limitations or reserves.
2416    Delays based on a payment review.
2417    Delays described under How to buy something related to the time it may take for a purchase transaction to be completed in some situations.
2418    Your errors in making a transaction (for example, mistyping an amount of money that you are sending).
2419
2420 
2421 
2422Remittance Transfer Errors
2423What is a Remittance Transfer
2424
2425You may be protected for certain errors when you send money using a PayPal account outside of the U.S.  A “Remittance Transfer” is a transaction that meets the following criteria:
2426
2427    The payment is sent from a personal PayPal account that is used primarily for personal, family or household purposes,
2428    The payment is made for personal, family or household purposes,
2429    The payment is made using the send money feature through your PayPal account,
2430    The payment amount equals or exceeds $15 USD (excluding fees charged to you) or the foreign currency equivalent calculated using exchange rates in effect at the time of the transaction, and
2431    The recipient of the payment has a PayPal account in a country outside the U.S.
2432
2433Payments that you make at a merchant website or location by selecting PayPal as a payment option are not “Remittance Transfers.”
2434
2435 
2436What qualifies as a Remittance Transfer Error
2437
2438A “Remittance Transfer Error” occurs if:
2439
2440    You paid an incorrect amount to send the Remittance Transfer.  For example, you were charged more than the total shown on the remittance transfer receipt you received (unless the total shown on the receipt was an estimate, and the difference results from application of the actual exchange rate, fees, and taxes).
2441    PayPal made a computational or bookkeeping error, such as a miscalculation of the amount the recipient received.
2442    The amount stated in the remittance transfer receipt was not made available to the recipient, unless:
2443        we stated in the remittance transfer receipt that we used estimates and the difference in the amount received and the amount stated in the remittance transfer receipt results from application of the actual exchange rate, fees, and taxes, or
2444        the problem was caused by extraordinary circumstances outside our control.
2445    Funds were available to the recipient later than the date of availability that was disclosed to you on the remittance transfer receipt or were not delivered, unless:
2446        extraordinary circumstances outside our control caused the delay, and we could not reasonably anticipate those circumstances,
2447        delays resulted from fraud screenings, or were caused by requirements of the Office of Foreign Assets Controls or similar requirements, or
2448        you (or someone assisting you) made the transfer with fraudulent intent.
2449    You request documentation or information concerning the Remittance Transfer, such as information required to determine if a Remittance Transfer Error occurred.
2450
2451 
2452What is not considered a Remittance Transfer Error
2453
2454The following are NOT considered Remittance Transfer Errors:
2455
2456    An inquiry about the status of a Remittance Transfer, except where the funds from the transfer were not made available to a designated recipient by the disclosed date of availability,
2457    A request for information for tax or other recordkeeping purposes,
2458    A change requested by the designated recipient, or
2459    A change in the amount or type of currency received by the designated recipient from the amount or type of currency stated in the disclosure provided you, if we relied on information provided by you in making the disclosure.
2460
2461 
2462What to do if you think there has been a Remittance Transfer Error or problem
2463
2464If you think there has been a Remittance Transfer Error or problem with your Remittance Transfer:
2465
2466    Call us at: (888) 221-1161.
2467    Write us at: PayPal, Attn: Error Resolution Department, P.O. Box 45950, Omaha, NE 68145-0950.
2468    Log in to your PayPal account at paypal.com and go to the Resolution Center and dispute a transaction. 
2469
2470You must contact us within 180 days of the date we promised to you that funds would be made available to the recipient. When you do, please tell us:
2471
2472    Your name, address and telephone number,
2473    The error or problem with the transfer, and why you believe it is an error or problem,
2474    The name of the person receiving the funds, and if you know it, his or her telephone number or address,
2475    The dollar amount of the transfer, and
2476    The confirmation code or number of the transaction.
2477
2478We will determine whether an error occurred within 90 days after you contact us and we will correct any error promptly. We will tell you the results within 3 Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of any documents we used in our investigation.
2479PayPal User Agreement
2480Other Legal Terms
2481Communications Between You and Us
2482
2483If you provide us your mobile phone number, you agree that PayPal and its affiliates may contact you at that number using autodialed or prerecorded message calls or text messages to: (i) service your PayPal branded accounts, (ii) investigate or prevent fraud, or (iii) collect a debt.  We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes unless we receive your prior express written consent.  We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent.  You do not have to agree to receive autodialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by PayPal.  You can decline to receive autodialed or prerecorded message calls or texts to your mobile phone number in several ways, including in your PayPal account settings at www.paypal.com, by contacting customer support or by calling us at 1-844-629-9108.  Standard telephone minute and text charges may apply.
2484
2485PayPal may communicate with you about your PayPal account and the PayPal services electronically as described in our Electronic Communications Delivery Policy.  You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time we post it to our website or email it to you.  You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after we send it. 
2486
2487Unless you’re communicating with us about a matter where we’ve specified another notice address (for example, our Liability for Unauthorized Transactions and Other Errors process), written notices to PayPal must be sent by postal mail to: PayPal, Inc., Attention: Legal Department, 2211 North First Street, San Jose, California 95131.
2488You understand and agree that, to the extent permitted by law, PayPal may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with PayPal or its agents for quality control and training purposes or for our own protection. You acknowledge and understand that while your communications with PayPal may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by PayPal, and PayPal does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
2489PayPal's Rights
2490PayPal suspension and termination rights
2491
2492PayPal, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf or some or all of the PayPal services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your PayPal balance.
2493
2494 
2495Security interest
2496
2497As security for the performance of your obligations under this user agreement, you grant to PayPal a lien on, and security interest in and to, your PayPal balance in the possession of PayPal.
2498
2499 
2500Amounts owed to PayPal
2501
2502If your PayPal balance becomes negative for any reason, that negative PayPal balance represents an amount that you owe to PayPal. PayPal may deduct these amounts from funds that are added to your PayPal account later, either by you or from payments you receive. If you have more than one PayPal account, we may set off a negative PayPal balance in one PayPal account against a PayPal balance in your other PayPal account(s). If you continue using your PayPal account when it has a negative balance, you authorize PayPal to combine the negative balance with any debit or transaction sent from your account when that combination is disclosed to you in advance of initiating the debit or transaction.
2503
2504If you manage your PayPal balance in multiple currencies, and the PayPal balance for one of the currencies becomes negative for any reason, PayPal may set off the negative PayPal balance by using funds you maintain in a different currency.  If you have a negative PayPal balance in non-U.S. dollars for a period of 21 days or longer, PayPal will convert this negative PayPal balance to U.S. dollars.  In either case, a currency conversion may be required, and you will be required to pay a currency conversion spread.
2505
2506In addition to the above, if you have a past due amount owed to us, our affiliates, or eBay, PayPal may debit your PayPal account to pay any amounts that are past due.  This includes amounts owed by using our various products such as Venmo, Xoom or Braintree.
2507
2508 
2509Insolvency proceedings
2510
2511If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this user agreement.
2512
2513 
2514Assumption of rights
2515
2516If PayPal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal's discretion.
2517
2518 
2519No waiver
2520
2521Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.
2522Indemnification and Limitation of Liability
2523
2524In this section, we use the term “PayPal” to refer to PayPal, Inc., our parent PayPal Holdings, Inc., and our affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers.  Our affiliates include each entity that we control, we are controlled by or we are under common control with. 
2525
2526 
2527Indemnification
2528
2529You must indemnify PayPal for actions related to your PayPal account and your use of the PayPal services.  You agree to defend, indemnify and hold PayPal harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party due to or arising out of your breach of this user agreement, your improper use of the PayPal services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your PayPal account or access our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, or any of the PayPal services on your behalf.
2530
2531 
2532Limitation of liability
2533
2534PayPal’s liability is limited with respect to your PayPal account and your use of the PayPal services.  In no event shall PayPal be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, any of the PayPal services, or this user agreement (however arising, including negligence), unless and to the extent prohibited by law.
2535
2536Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages.  In addition, to the extent permitted by applicable law, PayPal is not liable, and you agree not to hold PayPal responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf, or any of the PayPal services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf and any of the PayPal services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf  or any of the PayPal services or any website or service linked to our websites, software  or any of the PayPal services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf or any of the PayPal services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your PayPal account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or PayPal’s policies.
2537Disclaimer of Warranty and Release
2538No warranty
2539
2540The PayPal services are provided “as-is” and without any representation or warranty, whether express, implied or statutory.  PayPal specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
2541
2542PayPal does not have any control over the products or services provided by sellers who accept PayPal as a payment method, and PayPal cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so.  PayPal does not guarantee continuous, uninterrupted or secure access to any part of the PayPal services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the PayPal services) operated by us or on our behalf may be interfered with by numerous factors outside of our control.  PayPal will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, debit cards, credit cards, and check issuances are processed in a timely manner but PayPal makes no representations or warranties regarding the amount of time needed to complete processing because the PayPal services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service.  Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
2543
2544 
2545Release of PayPal
2546
2547If you have a dispute with any other PayPal account holder, you release PayPal from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
2548Agreement to Arbitrate
2549
2550You and PayPal agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below.  Please read this information carefully.  Among other things it:
2551
2552    Affects your rights and will impact how claims you and we have against each other are resolved.
2553    Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us.
2554    Requires you to follow the Opt-Out Procedure to opt-out of the Agreement to Arbitrate by mailing us a written notice and the opt-out notice must be postmarked no later than 30 days after the date you accept this user agreement for the first time.
2555
2556If a dispute arises between you and PayPal, acting as either a buyer or a seller, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost effective means of resolving the dispute quickly.  Disputes between you and PayPal regarding the PayPal services may be reported to customer service online through the PayPal Help Center at any time, or by calling (888) 221-1161 from Mon-Fri 5:00 AM to 10:00 PM PT and Sat-Sun 6:00 AM to 8:00 PM PT.
2557Agreement to Arbitrate
2558
2559Our Agreement
2560	
2561
2562You and PayPal each agree that any and all disputes or claims that have arisen or may arise between you and PayPal, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.  This Agreement to Arbitrate is intended to be broadly interpreted.  The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
2563
2564Prohibition of Class and Representative Actions and Non-Individualized Relief
2565	
2566
2567You and PayPal agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.  Unless both you and PayPal agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding.  Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).  Any relief awarded cannot affect other PayPal customers.
2568
2569Arbitration Procedures
2570	
2571
2572Arbitration is more informal than a lawsuit in court.  Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited.  However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual.  The arbitrator(s) also must follow the terms of this user agreement as a court would.  All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, shall be for a court of competent jurisdiction to decide.
2573
2574The arbitration will be conducted by the American Arbitration Association (referred to as the "AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate.  The AAA's rules are available at www.adr.org.  A party who intends to seek arbitration must first send the other party, by certified mail, a completed Notice of Dispute.  You should send this notice to PayPal at:  PayPal, Inc., Attn: Litigation Department, Re: Notice of Dispute, 2211 North First Street, San Jose, CA 95131.  PayPal will send any notice to you to the address we have on file associated with your PayPal account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought.
2575
2576If you and PayPal are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or PayPal may initiate arbitration proceedings.  A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org.
2577
2578The arbitration shall be held in the county in which you reside or at another mutually agreed location.  If the value of the relief sought is $10,000 or less, you or PayPal may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and PayPal subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant.  In cases where an in-person hearing is held, you and/or PayPal may attend by telephone, unless the arbitrator(s) require otherwise.  Any settlement offer made by you or PayPal shall not be disclosed to the arbitrator(s).
2579
2580The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law.  The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different PayPal customers, but is/are bound by rulings in prior arbitrations involving the same PayPal customer to the extent required by applicable law.  The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
2581
2582Costs of Arbitration
2583	
2584
2585Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate.  If the value of the relief sought is $10,000 or less, at your request, PayPal will pay all filing, administration, and arbitrator fees associated with the arbitration.  Any request for payment of fees by PayPal should be submitted by mail to the AAA along with your Demand for Arbitration and PayPal will make arrangements to pay all necessary fees directly to the AAA.  If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, PayPal will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive.  In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse PayPal for all fees associated with the arbitration paid by PayPal on your behalf that you otherwise would be obligated to pay under the AAA's rules.
2586
2587Severability
2588	
2589
2590With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms.
2591
2592Opt-Out Procedure
2593	
2594
2595If you are a new PayPal customer, you can choose to reject this Agreement to Arbitrate by mailing us a written opt-out notice.  The opt-out notice must be postmarked no later than 30 days after the date you accept this user agreement for the first time.  You must mail the opt-out notice to PayPal, Inc., Attn:  Litigation Department, 2211 North First Street, San Jose, CA  95131.
2596
2597For your convenience, we are providing an opt-out notice form you must complete and mail to opt out of this Agreement to Arbitrate.  You must complete this form by providing all the information it calls for, including your name, address, phone number, and the email address(es) used to log in to the PayPal account(s) to which the opt-out applies.  You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to arbitrate.  If you opt out of this Agreement to Arbitrate, all other parts of the user agreement will continue to apply.  Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
2598
2599Future Amendments to this Agreement to Arbitrate
2600	
2601
2602Notwithstanding any provision in the user agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against PayPal prior to the effective date of the amendment.  The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and PayPal.  We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.paypal.com at least 30 days before the effective date of the amendments and by providing notice through email.  If you do not agree to these amended terms, you may close your PayPal account within the 30-day period and you will not be bound by the amended terms.
2603
2604 
2605 
2606Intellectual Property
2607PayPal’s trademarks
2608
2609"PayPal.com," "PayPal," and all logos related to the PayPal services are either trademarks or registered trademarks of PayPal or PayPal's licensors.  You may not copy, imitate, modify or use them without PayPal's prior written consent.  In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PayPal.  You may not copy, imitate, modify or use them without our prior written consent.  You may use HTML logos provided by PayPal for the purpose of directing web traffic to the PayPal services.  You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes PayPal or the PayPal services or display them in any manner that implies PayPal's sponsorship or endorsement.  All right, title and interest in and to the PayPal websites, any content thereon, the PayPal services, the technology related to the PayPal services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of PayPal and its licensors.
2610
2611 
2612License grants, generally
2613
2614If you are using PayPal software such as an API, developer's toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then PayPal grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use PayPal's software in accordance with the documentation accompanying such software.  This license grant applies to the software and all updates, upgrades, new versions and replacement software.  You may not rent, lease or otherwise transfer your rights in the software to a third party.  You must comply with the implementation, access and use requirements contained in all documentation accompanying the PayPal services.  If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, PayPal and third parties.  PayPal may update or discontinue any software upon notice to you.  While PayPal may have (1) integrated certain third party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third party materials and technology to facilitate providing you with the PayPal Services, you have not been granted and do not otherwise retain any rights in or to any such third party materials.  You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third party materials or technology, or otherwise create any derivative works from any of the software or third party materials or technology.  You acknowledge that all rights, title and interest to PayPal’s software are owned by PayPal and any third party materials integrated therein are owned by PayPal’s third party service providers.  Any other third party software application you use on the PayPal websites is subject to the license you agreed to with the third party that provides you with this software.  You acknowledge that PayPal does not own, control nor have any responsibility or liability for any such third party software application you elect to use on any of our websites, software and/or in connection with the PayPal services.
2615
2616 
2617License grant from you to PayPal; intellectual property warranties
2618
2619PayPal does not claim ownership of the content that you provide, upload, submit or send to PayPal.  Nor does PayPal claim ownership of the content you host on third-party websites or applications that use PayPal services to provide payments services related to your content.  Subject to the next paragraph, when you provide content to PayPal or post content using PayPal services, you grant PayPal (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones.  PayPal will not compensate you for any of your content.  You acknowledge that PayPal’s use of your content will not infringe any intellectual property or publicity rights.  Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against PayPal.
2620
2621 
2622License grant from sellers to PayPal
2623
2624Notwithstanding the provisions of the prior paragraph, if you are a seller using the PayPal services to accept payments for goods and services, you hereby grant PayPal and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of this user agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) for the purpose of (1) identifying you as a merchant that accepts a PayPal service as a payment form, and (2) any other use to which you specifically consent.
2625Miscellaneous
2626Assignment
2627
2628You may not transfer or assign any rights or obligations you have under this user agreement without PayPal's prior written consent.  PayPal may transfer or assign this user agreement or any right or obligation under this user agreement at any time.
2629
2630 
2631Business Days
2632
2633“Business Day(s)” means Monday through Friday, excluding holidays when PayPal’s offices are not considered open for business in the U.S.  Holidays include New Year's Day (January 1), Martin Luther King, Jr.’s Birthday (the third Monday in January), George Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25).  If a holiday falls on a Saturday, PayPal observes the holiday on the prior Friday.  If the holiday falls on a Sunday, PayPal observes the holiday on the following Monday.
2634
2635 
2636Consumer fraud warning
2637
2638We’re always looking for ways to help keep you even more secure.  So stay on the lookout for some of these common scams:
2639
2640    Spoofing: a scammer sends forged or faked electronic documents or emails falsely claiming to be PayPal or coming from PayPal but asks you to send money outside your PayPal account.
2641    Relative in Need: a scammer impersonates a family member (commonly grandchildren) and claims there is an emergency requiring you to send money.
2642    Lottery or Prize: a scammer informs you that you’ve won a lottery or prize and must send money in order to claim it.
2643    Debt Collection: a scammer impersonates a debt collector and induces you to send money using threats or intimidation.
2644    Employment Related: a scammer instructs you to send money in connection with a fraudulent offer of employment.
2645
2646Always use common sense when sending money.  If something sounds too good to be true, it probably is.  Only send money for yourself and not for others.  Remember that if you don’t send the payment through your PayPal account, you’re not covered by PayPal Purchase Protection.  Please let us know immediately if you believe someone is trying to scam or defraud you by contacting us.
2647
2648 
2649Dormant accounts
2650
2651If you do not log in to your PayPal account for two or more years, PayPal may close your PayPal account and send the PayPal balance to your primary address (if we have verified the required identifying information that you have provided to us) or, if required, escheat (send) your PayPal balance to your state of residency. PayPal will determine your state of residency based on the state listed in the primary address  for your PayPal account.  If your address is unknown or registered in a foreign country, your PayPal balance will be escheated to the State of Delaware.  Where required, PayPal will send you a notice prior to escheating any funds in your PayPal account.  If you fail to respond to this notice, your PayPal balance will be escheated to the applicable state.  If you would like to claim any escheated PayPal balance from the applicable state, please contact the applicable state’s unclaimed property administrator.
2652
2653 
2654Governing law
2655
2656You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this user agreement, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this user agreement and any claim or dispute that has arisen or may arise between you and PayPal.
2657
2658 
2659Identity authentication
2660
2661You authorize PayPal, directly or through third parties, to make any inquiries we consider necessary to verify your identity.  This may include:
2662
2663     asking you for further information, such as your date of birth, a taxpayer identification number, your physical address and other information that will allow us to reasonably identify you;
2664     requiring you to take steps to confirm ownership of your email address or financial instruments;
2665     ordering a credit report from a credit reporting agency, or verifying your information against third party databases or through other source; or
2666     requiring you to provide  your driver’s license or other identifying documents.
2667
2668Anti-money laundering and counter-terrorism financing laws may require that PayPal verify the​ required identifying information if you use certain PayPal services.  PayPal reserves the right to close, suspend, or limit access to your PayPal account and/or the PayPal services in the event that, after reasonable enquiries, we are unable to obtain information about you required to verify your identity.
2669
2670 
2671PayPal is only a payment service provider
2672
2673We act as a payment service provider only. We do not:
2674
2675    Act as an escrow agent with respect to any funds kept in your account;
2676    Act as your agent or trustee;
2677    Enter into a partnership, joint venture, agency or employment relationship with you;
2678    Guarantee the identity of any buyer or seller;
2679    Determine if you are liable for any taxes; or
2680    Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our services.
2681
2682 
2683Privacy
2684
2685Protecting your privacy is very important to us.  Please review our Privacy Statement in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.
2686
2687 
2688State disclosures
2689
2690In addition to reporting complaints against PayPal directly to PayPal as described above, if you are a California resident, you may report complaints to the California Department of Business Oversight by mail at Department of Business Oversight, Attn:  Consumer Services, 1515 K Street, Suite 200, Sacramento, CA 95814 or online through its website at http://www.dbo.ca.gov/Consumers/consumer_services.asp.  The California Department of Business Oversight offers assistance with its complaint form by phone at 866-275-2677.  If you are a California resident, you have a right to receive communications about your PayPal account and the PayPal services by email.  To make such a request, send a letter to PayPal to: PayPal, Inc., Attention: Legal Department, 2211 North First Street, San Jose, California 95131), include your email address, and your request for that information by email.
2691
2692Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762.
2693
2694 
2695Translation of agreement
2696
2697Any translation of this user agreement is provided solely for your convenience and is not intended to modify the terms of this user agreement. In the event of a conflict between the English version of this user agreement and a version in a language other than English, the English version shall control.
2698
2699 
2700Unlawful internet gambling notice
2701
2702Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your PayPal account or your relationship with PayPal.  Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.
2703
2704 
2705Your use of information; Data protection laws
2706
2707If you receive information about another PayPal customer, you must keep the information confidential and only use it in connection with the PayPal services.  You may not disclose or distribute any information about PayPal users to a third party or use the information for marketing purposes unless you receive that user’s express consent to do so.  You may not send unsolicited emails to a PayPal customer or use the PayPal services to collect payments for sending, or assist in sending, unsolicited emails to third parties.
2708
2709To the extent that you (as a seller) process any personal data about a PayPal customer pursuant to this agreement, you agree to comply with the requirements of any applicable privacy and data protection laws. You have your own, independently determined privacy policy, notices and procedures for any such personal data that you hold as a data controller, including a record of your activities related to processing of personal data under this agreement.
2710
2711The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this agreement. If you process personal data from Europe pursuant to this agreement, you must comply with the EU Directive 95/46/EC or the General Data Protection Regulation (EU) 2016/679 (GDPR).
2712
2713In complying with such laws, you will:
2714
2715    implement and maintain all appropriate security measures for the processing of personal data; and
2716    not knowingly do anything or permit anything to be done which might lead to a breach of any privacy data protection laws by PayPal.