Stripe Climate Contribution Terms (original) (raw)

Last updated: July 19, 2021

These Stripe Climate Contribution Terms (“Contribution Terms”) represent a legal agreement between Stripe, Inc. (“Stripe”, “we” “our” or “us”) and you, a contributor to the Stripe Climate Fund (defined below) (“you”). By contributing to the Stripe Climate Fund, you agree to be bound by these Contribution Terms.

1. Information You Provide to Us

You may give us information about yourself when you make a contribution. Our Privacy Policy explains our practices with respect to that information. Please 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 to process your contribution or as required by applicable law.

We may need to send you email and text messages to, for example, verify your identity or provide important information to you. You authorize us to send those messages when you make a contribution 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 message with “STOP”, or by following instructions provided in the message.

2. Stripe Climate Funds

Stripe Climate is a Stripe initiative to partner with its users and you to combat climate change. Stripe collects contributions from you, its users, and partners into a joint fund that is used to make an impact in the carbon removal field (“Stripe Climate Fund”). Stripe is not, and the Stripe Climate Fund is not offered by, a charity or 501(c)(3) entity. Therefore, your contributions will not be considered charitable donations.

You choose how much and how often you would like to contribute to the Stripe Climate Fund. Once you contribute funds, those funds belong to Stripe and contributions are not refundable. Stripe will use its best efforts to allocate all of your contributions to advance the carbon removal field, through activities like purchasing metric tons of carbon removal or funding research and development for new carbon removal technologies. Part of your contribution will be used to cover fees charged by a Payment Method (defined in Section 3 below) to Stripe. Stripe will not otherwise use Stripe Climate funds to pay for its own corporate or administrative costs.

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

Your contributions might not be spent immediately after being received by Stripe because we may need to identify and choose a project to contribute to. Stripe will use reasonable efforts to fund impactful projects, however, because many of the projects in this field are still in early stages, carbon removal services purchased by Stripe may not officially qualify as carbon credits.

To contribute to the Stripe Climate Fund, you must provide information regarding your credit card, bank account, or other payment method (“Payment Method”) to us. You represent and warrant to Stripe that you are authorized to use that Payment Method, and you authorize Stripe to charge that Payment Method.

4. Stripe Intellectual Property

As between you and Stripe, Stripe and/or 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 Stripe.com (and other sites operated for Stripe Climate) (collectively, “Stripe IP”). Stripe IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Stripe IP not expressly granted to you in these Contribution Terms are reserved.

You may choose to or we may invite you to submit comments, feedback, or ideas about improvements to Stripe Climate or our products or services (“Feedback”). If you submit Feedback 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 Feedback. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any Feedback you submit to us, and that we are free to use your Feedback without any attribution or compensation to you.

As a contributor to Stripe Climate, Stripe may provide you with digital assets that you may display on your website. Stripe grants you a limited, revocable, non-exclusive, non-transferable royalty-free license to use these digital assets. Our Marks Usage Agreement sets out the terms and conditions that apply to your use of our logos. Your permissions and licenses under this Section automatically terminate if you use any of the digital assets in an unauthorized manner.

5. Disclaimers

Stripe and the Stripe Climate Fund, including all content, digital assets, software, functions, materials, and information made available on, provided in connection with, or accessible through Stripe.com (and other sites Stripe owns and operates), (collectively, the “Stripe Materials”) are provided “as is.” To the fullest extent permissible by law, Stripe and its affiliates, and their agents and independent contractors (the “Disclaiming Entities”) make no representation or warranty of any kind whatsoever for any Stripe Materials, or for any breach of security associated with the transmission of sensitive information through Stripe. Each Disclaiming Entity disclaims all warranties of any kind with respect to the services, the Stripe Climate Fund, noninfringement, merchantability, or fitness for a particular purpose.

6. Limitations of Liability; Force Majeure

In no event will any Disclaiming Entity be responsible or liable to you or any third party under any circumstances for any indirect, consequential, incidental, special, punitive or exemplary damages or losses, any damages for loss of profits, goodwill, use, data, or other intangible losses that may be incurred in connection with any Disclaiming Entity or contribution to the Stripe Climate Fund, 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 the damage or loss. In no event will the Disclaiming Entities’ total cumulative liability arising from or relating to these Contribution Terms or the Stripe Climate Fund exceed $10 US dollars. Each of you and we acknowledge that the other party has entered into these Contribution Terms relying on the limitations of liability stated in this Section and that those limitations are an essential basis of the bargain between you and us. In addition to and without limiting any of the foregoing, no Disclaiming Entity will have any liability for any failure or delay resulting from any condition beyond the reasonable control of that party, including governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

7. Applicable Law

By contributing to the Stripe Climate Fund, you agree that the laws of the State of California, USA, without regard to principles of conflict of laws, will govern these Contribution Terms and any dispute of any sort that might arise between you and Stripe.

8. Disputes

a. 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 Contribution Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Contribution Terms, but specifically excluding any dispute principally related to either party’s intellectual property (which 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(exclusiveofinterest,attorneys’fees,andarbitrationfeesandcosts).Wherenoparty’sclaimexceeds75,000 (exclusive of interest, attorneys’ fees, and arbitration fees and costs). Where no party’s claim exceeds 75,000(exclusiveofinterest,attorneys’fees,andarbitrationfeesandcosts).Wherenoparty’sclaimexceeds25,000 (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.

Either 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.

b. Service of Process: Each party 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 Contribution Terms will affect the right of any party to serve process in any other manner permitted by law.

c. 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 Contribution Terms, 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 Contribution Terms or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in these Contribution Terms, 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 these Contribution Terms. 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.

e. 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 Contribution Terms, 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.

f. 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 under these Contribution Terms, except as required by law or except if evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

If any provision of these Contribution Terms 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.

9. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under these Contribution Terms are cumulative, and either party may enforce any of its rights or remedies under these Contribution Terms, along with all other rights and remedies available to it at law. No provision of these Contribution Terms will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of these Contribution Terms will not constitute a waiver of that party’s rights to subsequently enforce the provision.

10. Term, Termination, and Survival

These Contribution Terms are effective upon your first contribution and continue until you or Stripe terminate this agreement.

Upon termination, Sections 1 (Information You Provide to Us), 4 (Stripe Intellectual Property), 5 (Disclaimers), 6 (Limitations of Liability; Force Majeure), 7 (Applicable Law), 8 (Disputes), and 9 (Cumulative Rights, Construction, Waiver) will survive.

11. Modification and Severability

We have the right to change or add to the Contribution Terms at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on contributions by posting the changes on Stripe.com or any other website we maintain or own. You can access a copy of the current version of these Contribution Terms on Stripe.com/legal at any time. You can find out when these Contribution Terms were last changed by checking the “Last updated” date at the top of the page.

12. Assignment

You may not assign these Contribution Terms or any of your rights or obligations, by operation of law or otherwise, without our prior written approval and any attempted assignment will be void. We reserve the right to freely assign these Contribution Terms and our rights and obligations to any third party without notice or consent. Subject to the foregoing, these Contribution Terms will be binding upon and inure to the benefit of you and us, their successors and permitted assigns.