Legal Rights & Agreement Rules · Restriction or exception
Pre-dispute individual arbitration notice
Disputes between the user and Stripe are subject to a class action waiver and must be resolved by individual binding arbitration.
Supporting quotations
Disputes between User and Stripe are subject to a class action waiver and will be resolved by individual binding arbitration, except as stated otherwise in this Agreement. Please read the arbitration provision in Section 11.4 (Dispute Resolution; Agreement to Arbitrate) as it affects User’s rights under this Agreement.
Legal Rights & Agreement Rules · Company commitment
Obligation to protect confidential information with reasonable care
Recipients must use confidential information only to perform the agreement and protect it with reasonable care.
Supporting quotations
Stripe and User (each, a “Recipient”) will use reasonable care, and no less than the same degree of care that the recipient uses to protect its own confidential information of a similar nature, to prevent the unauthorized disclosure of the other party’s (the “Discloser”) Confidential Information.
Legal Rights & Agreement Rules · Restriction or exception
Permitted disclosures of confidential information to representatives
Recipients may disclose confidential information to employees, contractors, and advisors who need to know and are bound by confidentiality.
Supporting quotations
A Recipient may disclose Confidential Information only to its and its Affiliates' directors, employees, contractors, agents, professional advisors, and third-party auditors who have a legitimate need to know it and are subject to confidentiality obligations at least as protective as this Agreement. Additionally, Stripe may disclose User’s Confidential Information to Financial Providers, their respective Affiliates, and Stripe’s third-party service providers as reasonably necessary to perform the Services.
Legal Rights & Agreement Rules · Restriction or exception
Permitted disclosures required by law or governmental authority
Recipients may disclose confidential information required by law, giving prior written notice to discloser where legally permitted.
Supporting quotations
A Recipient may disclose Confidential Information if required by Law, subpoena, or court order, or if directed by a Governmental Authority. Subject to Stripe’s obligations under the DPA, Recipient will use reasonable efforts to provide Discloser with advance notice of the required disclosure (if permitted by Law). Any assistance provided by Recipient to help Discloser contest the disclosure will be at Discloser’s sole expense.
Legal Rights & Agreement Rules · Context
Standard exclusions from confidential information obligations
Confidentiality obligations do not apply to information that is public, previously known, independently developed, or rightfully received.
Supporting quotations
These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known or possessed without restriction prior to receipt from the Discloser; (c) was received from a third party without breach of confidentiality obligations; or (d) was independently developed without using the Discloser’s Confidential Information.
Legal Rights & Agreement Rules · Context
Scope and applicability of liability limitations and exclusions
Liability limitations apply regardless of legal theory and even if remedies fail of their essential purpose.
Supporting quotations
The exclusions and limitations in this Section 8 (Limitation of Liability) apply regardless of the legal theory or form of action and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Legal Rights & Agreement Rules · Restriction or exception
As-is service provision and disclaimer of all warranties
Stripe provides the Services as is and disclaims all express, implied, or statutory warranties.
Supporting quotations
Stripe provides the Services and Stripe Technology “as is”, and to the maximum extent permitted by Law, Stripe does not make any, and disclaims all, warranties (other than those stated as a “warranty” in this Agreement) and statutory guarantees, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising from any course of dealing, course of performance or usage in trade. Stripe does not warrant that User’s use of the Services and Stripe Technology will be uninterrupted or error-free or that User's use of the Services and Stripe Technology comply with Law. Stripe is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Stripe’s control.
Legal Rights & Agreement Rules · Restriction or exception
Mutual waiver of indirect, consequential, and punitive damages
Neither party is liable for indirect, consequential, special, reliance, or punitive damages or loss of data.
Supporting quotations
Except for Excluded Claims, to the maximum extent permitted by Law, neither party will have any liability in relation to this Agreement for any indirect, consequential, special, reliance, incidental, or punitive damages, lost revenue, profits, savings or goodwill, business interruption, personal injury, property damage, or loss of data, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, even if these losses, damages, or costs are foreseeable, and whether or not any party has been advised of their possibility.
Legal Rights & Agreement Rules · Restriction or exception
Aggregate liability cap of greater of $100 or prior 3 months fees
Total aggregate liability is capped at the greater of $100 or fees paid for the affected service in the prior 3 months.
Supporting quotations
Except for Excluded Claims, a party’s total aggregate liability for damages and Losses arising out of or relating to the Agreement is limited to the total Fees paid by User (excluding all pass-through fees levied by Financial Providers) during the 12 month period before the first event giving rise to liability. User’s payment obligations, including Fees, Assessed Fines and Taxes are not limited by this Section 8.4.
Legal Rights & Agreement Rules · Company commitment
User indemnification of Stripe against third-party claims and losses
Users must indemnify Stripe against third-party claims arising from user breach, use of services, user data, or customer transactions.
Supporting quotations
(a) General Indemnities. Subject to Section 9.2 (Limitations on Indemnity), User will indemnify Stripe, its Affiliates, and their directors, employees, and agents for all Losses arising from User’s use of the Services or Stripe Technology, gross negligence, willful misconduct, fraud, or material breach of the Agreement.
Legal Rights & Agreement Rules · Company commitment
Each party indemnifies the other against intellectual property claims arising out of its respective technology.
Supporting quotations
(i) Indemnity. Subject to Section 9.2 (Limitations on Indemnity), each party will indemnify the other party, its Affiliates, and their directors, employees, and agents for all Losses, to the extent they arise from an IP Claim, except that this indemnification obligation does not apply if the indemnified party uses the Materials in combination with other materials not provided by the indemnifying party (if the Materials the indemnifying party provided would not infringe absent the combination).
Legal Rights & Agreement Rules · Restriction or exception
Remedial options available upon intellectual property claim
Upon an IP claim, the indemnifying party may procure use rights, modify technology to be non-infringing, or terminate the service.
Supporting quotations
(ii) Remedial Actions. If an IP Claim arises, the indemnifying party may, at its sole discretion and expense (i) modify the Materials it provided to be non-infringing, replace them with non-infringing alternatives, or obtain a license for the indemnified party to continue using the Materials; or (ii) upon 30 days’ notice, terminate the indemnified party’s use of the infringing Materials.
Legal Rights & Agreement Rules · Restriction or exception
Exclusive remedy for third-party intellectual property claims
The IP indemnity section sets forth the sole and exclusive remedy for third-party intellectual property claims.
Supporting quotations
(iii) Exclusive Remedies. This Section 9.1(b) states the indemnifying party’s entire liability to the indemnified parties, and the indemnified parties’ sole and exclusive rights and remedies, with respect to an IP Claim.
Legal Rights & Agreement Rules · Restriction or exception
Exclusions from indemnification obligations for unauthorized modifications
Indemnification obligations do not apply to claims arising from unauthorized modifications, combinations, or non-compliance.
Supporting quotations
An indemnifying party’s obligations under Section 9.1 do not apply to the extent that the Claim or Losses arise out of an indemnified party’s negligence, fraud, willful misconduct, or breach of this Agreement.
Legal Rights & Agreement Rules · Procedure
Defense notification, tender of control, and cooperation requirements
Indemnified parties must promptly give notice, tender control of defense and settlement, and reasonably cooperate.
Supporting quotations
If the indemnified party seeks to enforce an indemnity under this Agreement, it must promptly notify the indemnifying party of the applicable Claim and allow the indemnifying party to take exclusive control of its defense and settlement. The indemnified party must cooperate with and provide reasonable assistance to the indemnifying party in conducting such defense and settlement, at the indemnifying party's expense, and will not take any actions that prejudice the defense. The indemnifying party will control the defense (including choice of counsel) and settlement at its expense, but will not enter into any settlement that imposes any obligation on the indemnified party (other than payment of money, which the indemnifying party must pay) without the indemnified party’s prior written consent. An indemnified party’s delay or failure in notifying the indemnifying party of a Claim will not relieve the indemnifying party of its indemnity obligations, except to the extent the indemnifying party has been prejudiced by such delay or failure.
Legal Rights & Agreement Rules · Context
Enumerated sections surviving termination of agreement
Key sections survive termination, including security, intellectual property, confidentiality, liability limits, and indemnities.
Supporting quotations
(b) Sections 3 (Stripe Account Security), 5.1 (Ownership; Intellectual Property Rights), 5.2 (Feedback), 7 (Fees; Taxes; User Bank Account), to the extent applicable to Services provided or to Transactions submitted during the Term, 8 (Limitation of Liability), 9 (Indemnification), 10.2 (Effect of Termination),11.2 (Notices and Communications), 11.3 (Governing Law), 11.4 (Dispute Resolution; Agreement to Arbitrate), 11.7 (Entire Agreement), 11.8 (Modification), 11.9 (Order of Precedence), 11.10 (Assignment), 11.11 (Severability), 11.12 (Waivers), 11.13 (Force Majeure), 11.14 (No Agency), 11.15 (Cumulative Rights; Injunctions), 11.17 (Interpretation), 12 (Definitions), to the extent used in a surviving clause, 13 (Regional Terms);
Legal Rights & Agreement Rules · Context
Indefinite survival of trade secrets and 3-year confidentiality term
Trade secret protections survive indefinitely, while other confidentiality obligations survive for 3 years post-termination.
Supporting quotations
(e) trade secrets, indefinitely, and all other confidentiality obligations, for 3 years after the date of termination.
Legal Rights & Agreement Rules · Company commitment
Mutual obligation to comply with all applicable laws
Each party must comply with all laws applicable to its business in performing obligations under the agreement.
Supporting quotations
Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement. User is solely responsible for evaluating and configuring the Services to comply with User's legal obligations.
Legal Rights & Agreement Rules · Procedure
Requirements and procedure for delivering notices to Stripe
Notices to Stripe must be delivered in writing to the designated legal notice address.
Supporting quotations
Notices to Stripe. Except as may be required by Applicable Law or unless this Agreement states otherwise, for notices to Stripe, [contact Stripe](https://stripe.com/contact). A notice User sends to Stripe is deemed to be received when Stripe receives it.
Legal Rights & Agreement Rules · Context
California governing law subject to Regional Terms
The agreement is governed by the laws of California, subject to Regional Terms based on account country.
Supporting quotations
This Agreement and any disputes between User and Stripe will be governed by, and construed in accordance with, the Governing Law as specified in the Regional Terms, without giving effect to its conflict of law principles.
Legal Rights & Agreement Rules · Restriction or exception
Mandatory individual binding arbitration for dispute resolution
Disputes arising out of the agreement are subject to mandatory binding individual arbitration.
Supporting quotations
(i) Claims Subject to Arbitration. Except as stated otherwise in Section 11.4(a)(ii) or the Regional Terms, all disputes, claims, and controversies, whether based on past, present, or future events, including those arising out of or relating to statutory or common law and the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, will be determined by binding arbitration by a single arbitrator.
Legal Rights & Agreement Rules · Restriction or exception
Exceptions to arbitration for IP claims and small claims court
Claims principally relating to intellectual property rights or small-claims court eligibility are excluded from arbitration.
Supporting quotations
(ii) Claims Not Subject to Arbitration. All disputes, claims, and controversies principally related to a party’s IP Rights will be resolved by litigation. The parties submit to the non-exclusive jurisdiction of the courts specified in the Regional Terms for these disputes, claims, and controversies.
Legal Rights & Agreement Rules · Procedure
Final and binding nature of arbitration award
Arbitration awards are final, binding, and enforceable in any court of competent jurisdiction.
Supporting quotations
(vi) Final and Binding. Any award will be final and binding on the parties and will be deemed to have been made at the seat of arbitration, and each party will act promptly in accordance with the award.
Legal Rights & Agreement Rules · Procedure
Informal dispute notice requirement prior to arbitration
Parties must send written notice of dispute and attempt good-faith informal resolution before initiating arbitration.
Supporting quotations
(b) Notice of Disputes. Before commencing arbitration, the party asserting a claim must send a written notice of dispute to the other party. All dispute notices to Stripe must be sent to notices@stripe.com. All dispute notices to User must be sent to the email address listed on the applicable Stripe Account. All notices must (i) provide User’s name, email address, mailing address, and Stripe account ID (if any); (ii) describe the nature and factual and legal basis of the dispute; and (iii) detail the specific relief sought. If User appoints an attorney to submit its notice, User must provide written authorization allowing Stripe to discuss User’s dispute and account details with User’s attorney. Stripe may require User (or User’s attorney) to verify User’s identity and confirm User’s authorization to disclose account information. User will cooperate with any reasonable verification request. After notice of arbitration is provided, the parties will meet for the purpose of resolving the dispute and, if the dispute is not resolved within 30 days of the notice, then a party may commence arbitration in accordance with the applicable rules.
Legal Rights & Agreement Rules · Company commitment
Duty to keep arbitration proceedings and awards confidential
Parties must maintain confidentiality of arbitration proceedings, hearings, and awards except as legally required.
Supporting quotations
(c) Confidentiality of Arbitration. The parties will keep confidential the existence of the arbitration, the details of the arbitration proceeding, the hearing, and the arbitrator’s decision except: (i) as necessary to prepare for and conduct the arbitration hearing; (ii) in connection with a court application for a preliminary remedy, confirmation, vacatur, or modification of an arbitrator’s award; (iii) the Stripe Parties may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (iv) as necessary to professional advisers that are subject to a strict duty of confidentiality; and (v) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any submissions, documentary, or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
Legal Rights & Agreement Rules · Procedure
Right of prevailing party to recover reasonable legal fees
In legal proceedings arising out of the agreement, the prevailing party is entitled to recover reasonable legal fees and costs.
Supporting quotations
In any dispute, litigation, arbitration, or other legal proceeding arising out of or relating to this Agreement, the arbitrator or court will award to the prevailing party, if any, its reasonable attorneys’ fees and costs incurred in connection with such proceeding. Notwithstanding the foregoing, if User is liable for any amounts owed under this Agreement, User is also liable for all costs incurred by the other party (including but not limited to Stripe, if applicable) during collection of those amounts. Such collection costs include reasonable attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related costs.
Legal Rights & Agreement Rules · Restriction or exception
Prohibition on exporting technology in violation of trade controls
Users must comply with all trade controls and sanctions and not transfer Stripe Technology to prohibited destinations.
Supporting quotations
User must not use or otherwise export, re-export, or transfer the Stripe Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Stripe Technology was distributed and obtained, including by providing access to Stripe Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Stripe Technology, User represents and warrants that User is not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) a High-Risk Person; or (iii) owned 50% or more, or controlled, by individuals and entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person. User must not use the Services or Stripe Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical, or biological weapons.
The agreement constitutes the entire agreement between the parties concerning its subject matter, superseding prior understandings.
Supporting quotations
The Agreement, together with any separate written agreement relating to Fees, constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
Legal Rights & Agreement Rules · Context
Order of precedence between Regional Terms, Service Terms, and General Terms
Regional Terms prevail over General Terms, and Service Terms prevail over General Terms for specific services.
Supporting quotations
If any term in these General Terms conflicts with a term in any Service Terms or terms incorporated by reference into this Agreement, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Service Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement.
Legal Rights & Agreement Rules · Restriction or exception
Prohibition on user assignment without Stripe prior written consent
Users may not assign or transfer rights or obligations under the agreement without Stripe prior written consent.
Supporting quotations
User may not assign or transfer any of its rights or obligations under this Agreement without Stripe’s prior consent (which consent will not be unreasonably withheld or delayed). However, User may assign this Agreement in its entirety to its successor resulting from a merger, acquisition, or sale of all or substantially all of User’s assets or voting securities, provided that (i) User provides Stripe with prompt written notice of the proposed assignment, (ii)the assignee agrees in writing to assume all of User’s obligations under this Agreement, and (iii) the assignee complies with Stripe’s procedural and documentation requirements to give effect to the assignment. To request Stripe’s consent to assign this Agreement, please [contact Stripe](https://stripe.com/contact). Any attempt by User to transfer or assign this Agreement, except as expressly authorized above, will be void. Stripe and its Affiliates may assign and transfer its rights and obligations under this Agreement (in whole or in part) without User’s consent. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
Legal Rights & Agreement Rules · Context
Severability and minimum reformation of unenforceable terms
If a provision is held unenforceable, it will be modified to the minimum extent necessary with remaining terms intact.
Supporting quotations
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
Legal Rights & Agreement Rules · Context
Written requirement for waivers and non-waiver of future enforcement
Waivers must be in writing signed by the waiving party, and failure to enforce a right does not waive future enforcement.
Supporting quotations
A waiver must be in writing signed by the waiving party to be effective. A party’s failure to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
Legal Rights & Agreement Rules · Restriction or exception
Force majeure excusal for events beyond reasonable control
Neither party is liable for failure or delay caused by events beyond reasonable control, excluding payment obligations.
Supporting quotations
Neither party will be liable for any failure or delay in performance to the extent caused by a Force Majeure Event. Nothing in this Section 11.13 will excuse User’s payment obligations to Stripe.
Legal Rights & Agreement Rules · Context
Independent contractor relationship without partnership or agency
The parties are independent contractors, and the agreement creates no partnership, joint venture, or agency relationship.
Supporting quotations
Each party to this Agreement, and each Financial Provider (if applicable), is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, general agency, trust, or fiduciary relationship between Stripe and User, or with any Financial Provider. If this Agreement expressly establishes an agency relationship between User as principal and a Stripe Entity as agent, the agency conferred, including User’s rights as principal and a Stripe Entity's obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to User, or a Stripe Entity, and will in no event establish an agency relationship for tax purposes. User further acknowledges that Stripe will not be subject to any fiduciary duties or obligations to User or to any other person, or any other duties or obligations except as expressly stated in this Agreement.
Legal Rights & Agreement Rules · Context
Cumulative remedies and right to seek injunctive relief
Rights and remedies are cumulative, and parties may seek equitable and injunctive relief.
Supporting quotations
The rights and remedies of the parties under this Agreement are cumulative. Each party may exercise any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law or in equity. Any material breach by a party of Sections 2, 4, 5, and 6 could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at Law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
Legal Rights & Agreement Rules · Context
California law designated as Governing Law for United States users
The laws of California are the Governing Law for users in the United States.
Supporting quotations
The laws of the state of California are the Governing Law.
Legal Rights & Agreement Rules · Procedure
San Francisco California designated as US arbitration venue
Arbitration for United States users will be held in San Francisco, California.
Supporting quotations
(a) Arbitration will be held in San Francisco, California.
Legal Rights & Agreement Rules · Procedure
AAA administration under Commercial Arbitration Rules for US disputes
The American Arbitration Association administers US arbitrations under its Commercial Arbitration Rules.
Supporting quotations
(b) The American Arbitration Association (“AAA”) will administer the arbitration under the AAA’s Commercial Arbitration Rules (“AAA Rules”).
Legal Rights & Agreement Rules · Procedure
Application of California and US substantive law in arbitration
The arbitrator will apply the substantive law of California and the United States.
Supporting quotations
(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.
Legal Rights & Agreement Rules · Context
Interstate commerce transaction governed by Federal Arbitration Act
The parties acknowledge that the agreement evidences a transaction involving interstate commerce subject to the Federal Arbitration Act.
Supporting quotations
(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in Section 13.1 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.
Legal Rights & Agreement Rules · Procedure
Exclusive personal jurisdiction and venue in San Francisco for IP claims
For IP claims, parties consent to exclusive jurisdiction and venue in San Francisco state and federal courts.
Supporting quotations
For any claims that relate to IP Rights, each party consents to exclusive personal jurisdiction in the United States District Court for the Northern District of California, and for all other claims that may not be subject to arbitration or to confirm an arbitrator’s award, each party consents to exclusive personal jurisdiction in the federal courts for the Northern District of California and the state courts located in San Mateo County, California.
Legal Rights & Agreement Rules · Restriction or exception
Irrevocable jury trial waiver for court proceedings
Each party irrevocably waives any right to a jury trial for claims proceeding in court.
Supporting quotations
If for any reason a claim or dispute proceeds in court rather than through arbitration, to the extent Law permits, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
Legal Rights & Agreement Rules · Restriction or exception
Waiver of class, consolidated, and representative actions
All disputes must be conducted on an individual basis with class and representative actions waived.
Supporting quotations
To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.