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Stripe Connected Account Agreement
This Stripe Connected Account Agreement is a legal agreement (“Connected Account Agreement”) between you, the person or legal entity (including sole proprietors) that you identified to Stripe on the registration page or provided to a Connect Platform (“Connected Account” or “you”) and Stripe (“Stripe”). Your use of the Services is subject to your acceptance of the terms and conditions of this Connected Account Agreement. Your continued use of the Services represents your express consent to the terms and conditions contained in this Connected Account Agreement, including the Stripe Services Agreement (“Stripe Services Agreement”), and updates or modifications that may be made occasionally by Stripe. The Stripe Services Agreement may also incorporate separate agreements with financial services providers (each a “Financial Services Provider”).
This Connected Account Agreement governs your use of Stripe Connect and management of your Connected Account by Connect Platforms. This management includes use and administration of data about you or your transactions provided to Stripe (“Data”) and initiating Activity. As used in this Connected Account Agreement, any action submitted using the Stripe Connect API on behalf of a Connected Account is referred to as “Activity,” which includes initiating charges or Refunds, handling Chargebacks or disputes, and other functions available through Stripe Connect.
You represent to Stripe that all of the information that you provide to us directly or through the Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement on behalf of the Connected Account. You agree to the terms and conditions provided in this Connected Account Agreement and to the Stripe Services Agreement, and understand that your use of the Services and Stripe Connect are subject to your acceptance of these terms and conditions.
1. Relationship to Other Agreements
By using Stripe Connect, including the Services, you expressly agree to abide by the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and to any updates or modifications to either of those documents that may occasionally be made by Stripe. The Stripe Services Agreement is incorporated into this Connected Account Agreement by reference as it relates to your use of the Services. This Connected Account Agreement contains additional terms and conditions relating to your use of the features of Stripe Connect made available to Connected Accounts. 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. Nothing in this Connected Account Agreement alters the terms and conditions of agreements between you and Financial Services Providers. Any capitalized terms that are used but not defined in this Connected Account Agreement are defined in the Stripe Services Agreement.
2. Stripe Connect — Your Connected Account
Stripe Connect allows Connect Platforms to help you integrate Services into your site or application, and manage your Connected Account. When you sell your goods or services, or receive bona fide charitable donations through a Connect Platform that uses the Services, the Connect Platform may agree to perform obligations on your behalf, such as web development or hosting services, customer service, processing of refunds, handling consumer complaints, or other Activity. The specific things that a Connect Platform is agreeing to do for you, if any, are determined by your agreement with that Connect Platform. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement. You do, however, appoint Stripe as one of your payments agents for the limited purposes of directing, receiving, holding and settling payment card proceeds to you, and you agree that Stripe’s receipt of payment processing proceeds satisfies your customers’ obligations to make payment to you.
3. Your Obligations
You agree to comply with all applicable laws or regulations, payment network rules (including the Network Rules), agreements with third parties that are binding on you, and this Connected Account Agreement (including the Stripe Services Agreement) when using Services. You 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 Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with the Connect Platform, you are financially liable to Stripe for Disputes, 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.
Depending on the Connect Platform, you may have access to directly manage your Connected Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Connected Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information. Alternatively, the Connect Platform may manage your account on your behalf.
Your Connect Platform may choose to allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform will let you know if there is a fee associated with your use of Instant Payouts. If you elect to use Instant Payouts, Stripe will attempt to settle your payment processing proceeds within minutes of receiving your request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. We and your Connect Platform reserve the right to change or suspend Instant Payouts to you: (i) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (ii) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (iii) where we are required by Law or court order.
4. Relationship to Connect Platforms
As part of your use of Stripe Connect, you understand and agree that Stripe and the Connect Platform will share some Data about you and Activity on your Connected Account. This may include information you provide to create your Connected Account to Stripe or the Connect Platform, or information about transactions submitted by your customers to Stripe. Connect Platforms will never have access to full credit card information provided by your customers. You understand and agree that Connect Platforms and Stripe can share such Data to provide services to you.
The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Pricing from the Connect Platform may include fees for your use of the Connect Platform’s services that are separate from fees owed for the Services. Stripe will receive fees for your use of the Services. The fees for the Services will not exceed the amounts posted on our web site. In addition, the Connect Platform may charge you fees for the services it provides you. You agree that Stripe will have the right to deduct both Stripe’s fees for Services and the Connect Platform fees specified to us by the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which are based on your agreement with and use of the Connect Platform. All fees charged to you should be made clear to you in your agreement with each Connect Platform.
5. Limitations on Stripe’s Liability
Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, nor is Stripe responsible for your obligations to your customers (including but not limited to properly describing the nature of or delivering the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your complying applicable laws and obligations related to your provision the goods or services to your customers, or receipt of bona fide charitable donations. This may include providing customer service, notification and handling 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.
6. Other General Legal Terms
a. Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Connected 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 only being required if curing the breach is feasible); (b) upon 120 days’ notice for any reason; (c) where the Connected Account is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (d) where required to do so by demand of Financial Services Providers, the Card Networks, or under court or legal order.
Section 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 when done so under the terms and conditions of the Stripe Services Agreement.
b. 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. This Connected Account Agreement does not limit any rights of enforcement that we may have under trade secret, copyright, patent, or other laws. Our 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.
c. Right to Amend: Stripe may amend this Connected Account Agreement upon notice to you, which may be provided through email, the Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you within 7 days of such notice. 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 no such notice is provided or where you continue to use Stripe Connect, you agree that you are consenting to any such changes to the Connected Account Agreement.
d. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance. While we will generally consent to such an assignment where we consider it reasonable, we are not required to and will deny requests where such an assignment would violate this Connected Account Agreement (such as assignment to a prohibited business) or would pose a material risk to Stripe or our partners.
e. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. Except where expressly stated in a separate agreement duly executed by Stripe, if there is any conflict between this Connected Account Agreement and any other Stripe agreement related to Stripe Connect, this Connected Account Agreement will prevail. Keep in mind, however, that with regard to your use of the Services for your own purposes (i.e. to receive payment for products or services you provide), the Stripe Services Agreement will prevail. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to Stripe Connect. If any provision of this Connected Account 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.