Stripe Partner Ecosystem Agreement (original) (raw)

Read more about the changes made on February 7, 2023 here.

Last updated: February 7, 2023

This Stripe Partner Ecosystem Agreement (“Agreement”) is between Stripe (defined in Section 10) and the entity accessing the Portal or electing to join the Stripe Partner Ecosystem Program (“Partner”). The terms of this Agreement apply to Partner’s participation in the Stripe Partner Ecosystem Program (“Program”). This Agreement takes effect on the date Partner clicks an “Accept” button or check box presented with this Agreement, or when Partner accesses the Portal, whichever occurs first (“Effective Date”).

1. Stripe Partner Ecosystem Program

1.1 Overview. The Program provides Partner with benefits based on the Program categories, partnership tiers and other terms described in the Portal. Participation in the Program, including any of the Program tiers, benefits and activities, is optional. Where indicated, Partner’s access to certain tiers, benefits and activities may require Stripe’s invitation and acceptance, which Stripe may grant or deny in its sole discretion.

1.2 Portal. Partner will have access to the Portal as part of the Program. Partner must keep its credentials secure and must not allow anyone other than its authorized agents to access the Portal using its credentials. Partner is responsible for (a) anyone accessing the Portal with Partner’s credentials; and (b) anyone acting on Partner’s behalf in relation to the Program. Partner must use the Portal in accordance with this Agreement. Partner must consult the Portal regularly to receive Stripe communications and notices, including updates to policies, processes, and best practices.

1.3 Changes to Program. Stripe may modify the Program in its sole discretion. Stripe will use commercially reasonable efforts to provide at least 30 days’ notice before Stripe discontinues or materially changes the Program. Stripe will deliver these notices to Partner via email (at the email address listed in Partner’s Portal account) or the Portal. Partner is responsible for checking the Portal regularly for all other changes. Program changes are effective on the date the changes are posted.

1.4 Program Communications. Stripe may send Partner, using the email Partner provides, information about Stripe, the Program and anything that Stripe believes may be of interest to Partner. By creating an account on the Portal, Partner gives Stripe permission to send these communications to Partner and Partner’s agents who use the Portal. Stripe must only use Partner’s contact details for the purposes of the Program and for marketing Stripe’s products and services to Partner.

2. Partner Benefits

2.1 Program Benefits. During the Term (defined in Section 8.1) and subject to Partner’s compliance with this Agreement and all applicable Program requirements, Partner will be entitled to receive and use Program benefits. These benefits may differ between Stripe partners as Stripe determines in its discretion. Stripe may require additional terms and eligibility requirements for certain Program benefits, including those benefits that involve payments by Stripe or its Affiliates to Partner. Stripe will state those terms and eligibility requirements, if any, in either the Portal or in a separate agreement with Partner. All these additional terms are incorporated by reference into this Agreement, but will only apply to the benefit for which they were provided.

2.2 Stripe Materials. Stripe may provide to Partner various Stripe Materials. Stripe Materials include guidance on how to implement Stripe Services, technical documentation, and the Portal. Partner must only use Stripe Materials for Program purposes in accordance with the terms of this Agreement.

2.3 Co-Selling Support. Stripe may, at its discretion, support Partner’s sales efforts as they relate to Stripe Services, including by participating in joint sales activities and case studies, giving access to technical and marketing materials, or providing product and sales training. Each party is responsible for its own costs and expenses in connection the Program and this Agreement, except as Partner and Stripe otherwise agree in writing.

2.4 Marketing Incentives. Stripe may, at its discretion, provide funding to Partner to support marketing of Stripe Services. Partner’s access to this funding is subject to this Agreement, including all eligibility requirements and other additional terms made available to Partner in the Portal, if any.

2.5 New Business Incentive Program. Stripe may, at its discretion, provide incentives for Partner to submit referrals for potential users of Stripe Services (each, a “Lead”). Partner’s access to these benefits is subject to this Agreement, including all eligibility requirements and other additional terms made available to Partner in the Portal, if any.

2.6 Tax. Each party will be responsible, as required under Law, for identifying and paying all taxes and other governmental fees and charges (and any related penalties or interest) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. Stripe may deduct or withhold any taxes that Stripe determines it is obligated to withhold from any amounts payable to Partner under this Agreement, and payment to Partner as reduced by such deductions or withholdings will constitute full payment and settlement to Partner of such amounts. Throughout the Term, Partner must provide Stripe with any forms, documents, or certifications as may be required for Stripe to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

3. Partner Responsibilities

3.1 Stripe Account. Partner must create a Stripe account and maintain it throughout the Term.

3.2 Program Code of Conduct. While participating in the Program or marketing Stripe Services, Partner must (a) not make any misrepresentations to or mislead any third party; (b) avoid any conflict of interest or engage in any unethical conduct; and (c) not cause any reputational harm to the Program or Stripe.

3.3 Compliance with Laws. Partner represents as of the Effective Date, and warrants at all times during the Term, that it complies with all Laws that apply with respect to this Agreement or the Program, including (a) Laws implementing sanctions and export controls (such as those implemented by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce, the U.K.’s His Majesty’s Treasury, the United Nations, the European Union, and all other jurisdictions relevant to Partner); and (b) Laws addressing public and private corruption, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other similar Laws.

3.4 Lead Data.

(a) Partner represents as of the Effective Date, and warrants at all times during the Term, that when it provides Lead Data to Stripe (a) it has provided all required notices and has obtained the necessary rights to allow Stripe to process and use Lead Data as authorized under this Agreement; and (b) the Lead Data and Stripe’s authorized processing of Lead Data does not infringe or violate the intellectual property, publicity, privacy, data protection or other rights of any third party under Law.

(b) Partner must obtain clear and affirmative consent from a Lead to disclose its Lead Data to Stripe and for Stripe to use this Lead Data in accordance with the Stripe Privacy Policy. Partner must ensure that the consent satisfies all relevant requirements under Law. As an example, in some jurisdictions, Partner can present the Lead’s representative with the following statement to get clear and affirmative consent from the Lead’s representative:

“By checking this box/submitting this form, I consent to you providing my contact information to Stripe, Inc. or Stripe Payments Europe, Ltd. and their respective affiliates, as applicable (“Stripe”), and for Stripe to send marketing information to me related to Stripe’s services, events and any special offers by email, post, and telephone. I may unsubscribe from receiving further marketing communications from Stripe at any time by notifying you at [your unsubscribe notice email address] and Stripe at privacy@stripe.com. I understand Stripe will process my information in accordance with Stripe’s Privacy Policy_._”

Partner must promptly notify Stripe at privacy@stripe.com if the Lead’s representative revokes its consent or wishes to exercise any other rights it may have under Law. Partner must not market any Stripe Services to the Lead after the Lead’s representative has revoked its consent. Partner must maintain all necessary documentation and evidence to demonstrate compliance with this Agreement, including the date on which each Lead’s representative gave consent, and the exact language of the consent. Stripe may audit Partner’s compliance with this Section 3.4 at any time on reasonable notice. Partner must cooperate with Stripe in conducting the audit. If an audit identifies that Partner has breached this Section 3.4, then Partner must remediate the breach and Stripe may, at its discretion, require Partner to share its remediation plan.

4. Co-Marketing and Intellectual Property

4.1 Stripe Materials; Stripe Marks. Subject to the terms and conditions of this Agreement, Stripe grants to Partner and its Affiliates a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license during the Term to use (a) the Stripe Marks to identify itself as a Stripe Partner in the Program; and (b) the Stripe Materials as part of any authorized marketing activities under this Agreement. When using the Stripe Marks, Partner and its Affiliates must comply with the Stripe Marks Usage Agreement and all other usage guidelines that Stripe provides to Partner in writing (if any, and including guidelines that Stripe provides in the Portal). If any Stripe Marks or Stripe Materials are separately licensed, the terms of those licenses will apply to, and control in case of conflict with this Agreement as to, those Stripe Marks or Stripe Materials, as applicable. Partner and its Affiliates must promptly comply with all reasonable instructions and limitations relating to the Stripe Marks and Stripe Materials that Stripe communicates to Partner. Partner must not remove or in any manner alter any copyright, trademark, or other proprietary rights notice in the Stripe Marks or Stripe Materials.

4.2 Partner Materials; Partner Marks. Subject to the terms and conditions of this Agreement, Partner grants to Stripe and its Affiliates a non-exclusive, non-transferable (other than as allowed in Section 9.4), non-sublicensable, worldwide, royalty-free license during the Term to use (a) Partner’s name and Marks to identify Partner as a Stripe partner or participant in the Program; and (b) Partner Materials as part of any marketing activities under this Agreement. This includes use on Stripe’s websites that identify partners, in Stripe’s sales and marketing materials and communications, and in Stripe’s financial disclosure documents. When using Partner’s name, Marks, and Partner Materials, Stripe and its Affiliates must comply with usage guidelines that Partner provides to Stripe in writing. Partner represents as of the Effective Date, and warrants throughout the Term, that (i) Partner Marks and Partner Materials do not violate or infringe upon any third-party rights, including intellectual property rights; and (ii) Partner has obtained, as applicable, all necessary rights and permissions to enable Stripe to use Partner Materials in connection with the Program.

4.3 General. Nothing in this Agreement assigns or transfers ownership of any intellectual property or proprietary rights to the other party. All rights not expressly granted in this Agreement are reserved. All goodwill generated from the use of the grantor party’s name and Mark will inure to the benefit of the Mark owner.

5. Data Use; Privacy; Confidentiality

5.1 Lead Data Use. To the extent Law permits, Stripe will use Lead Data to (a) market Stripe Services and conduct other Program activities; (b) exercise Stripe’s rights and perform Stripe’s obligations under this Agreement; and (c) comply with applicable Law.

5.2 Privacy. Each party must comply with its own privacy policy and applicable Law when processing personal data.

5.3 Confidentiality. Each party and its Affiliates (“Receiving Party”) must protect the Confidential Information disclosed by the other party or its Affiliate (“Disclosing Party”) using the same degree of care that the Receiving Party uses to protect the confidentiality of its own confidential information (but not less than reasonable care). The Receiving Party must (a) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; and (b) except as the Disclosing Party otherwise authorizes in writing, limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees, agents and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective than those in this Agreement. If the Receiving Party is required by Law (including by the U.S. Security Exchange Commission or other regulators) or court order to disclose Confidential Information, then the Receiving Party must, to the extent legally permitted, provide the Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone may not be a sufficient remedy, and the Disclosing Party would be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. The Portal (including its content) are Stripe’s Confidential Information.

5.4 Exclusions. The restrictions and obligations in Section 5.3 will not apply with respect to any information that the Receiving Party documents (a) is, through no improper action or inaction by the Receiving Party or its Affiliate, agent, consultant, or employee, generally available to the public; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party without breach of any obligation of confidentiality; or (d) was independently developed by the Receiving Party’s employees who have had no access to the information.

6. Disclaimer and Limitation of Liability

6.1 Disclaimer. Stripe provides the Program and the Portal “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by Law, Stripe does not make any, and expressly disclaims all, warranties (other than those expressly stated in this Agreement) and statutory guarantees with respect to its performance under this Agreement, the Program, the Portal, Stripe Materials, the Stripe Services, and Stripe Confidential Information, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Stripe is not liable for any losses, damages, or costs that Partner or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Portal or the Stripe Services, or Partner’s failure to use or implement anti-fraud or data security measures. Further, Stripe is not liable for any losses, damages, or costs that Partner or others may suffer arising out of or relating to (a) Partner’s access to, or use of, the Portal in a way that is inconsistent with this Agreement; (b) unauthorized access to servers or infrastructure, or to Lead Data; (c) interruptions or stoppages in the availability of the Portal or the Stripe Services; (d) errors, inaccuracies, omissions or losses in or to any Lead Data; or (e) the defamatory, offensive, or illegal conduct of others.

6.2 Indirect Damages. Except for damages a party incurs that arise out of the other party’s breach of Section 5.3, to the maximum extent permitted by Law, neither party or its Affiliates will be liable to the other party or its Affiliates in relation to this Agreement during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if advised of the possibility of these losses, damages, or costs.

6.3 Limitation of Damages. To the maximum extent permitted by Law, Stripe and its Affiliates will not be liable to Partner or Partner’s Affiliates in relation to this Agreement during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding $500 USD in the aggregate.

7. Indemnification

7.1 Indemnification. Each party (the “Indemnifying Party”) will defend the other party, its Affiliates, and their directors, employees and agents (each, an “Indemnified Party”) against any claim, demand, government investigation or legal proceeding made or brought by a third party (“Claim”) that the Indemnifying Party’s Mark or Materials licensed under this Agreement infringes the copyright or Mark of a third party, and will indemnify the Indemnified Parties against all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Indemnified Party (these amounts, “Losses”). Further, Partner (as the Indemnifying Party) will defend the Stripe Indemnified Parties against all Claims arising from Partner’s breach or alleged breach of Section 3, and will indemnify the Stripe Indemnified Parties against resulting Losses.

7.2 Process of Indemnification. The Indemnified Party must promptly notify the Indemnifying Party of the Claim for which the Indemnified Party seeks indemnification; however, any delay or failure to notify will not relieve the Indemnifying Party of its obligations under this Section 7 except to the extent it has been prejudiced by the delay or failure. The Indemnifying Party will have sole control and authority to defend and settle the Claim, but (a) the Indemnified Party may participate in the defense and settlement of the Claim with counsel of its own choosing at its own expense; and (b) the Indemnifying Party will not enter into any settlement that imposes any obligation on the Indemnified Party (other than payment of money, which the Indemnifying Party will pay) without the Indemnified Party’s consent. If a Claim under Section 7.1 is made or threatened regarding the Indemnifying Party’s Marks or Materials licensed under this Agreement, the Indemnified Party will stop using allegedly infringing materials at the Indemnifying Party’s written request. The Indemnified Party must reasonably assist the Indemnifying Party in defending a Claim.

8. Term and Termination

8.1 Term. This Agreement begins on the Effective Date and continues until terminated under Section 8.2 (the “Term”).

8.2 Termination. Either party may terminate this Agreement at any time, for any reason or no reason, on 30 days’ notice. If either party breaches a provision of this Agreement other than Section 5.3, the nonbreaching party may terminate this Agreement immediately on notice if the breaching party has not cured the breach within 14 days after receiving notice of the breach. Either party may terminate this Agreement immediately on notice if the other party breaches Section 5.3. Stripe may immediately terminate this Agreement if Stripe believes that Partner is engaged in a business, trading practice or other activity that presents an unacceptable risk to Stripe.

8.3 Survival. Provisions that by their nature are intended to survive termination (including Sections 2.6, 3.4, 5.2, 5.3, 5.4, 6, 7, 9.2, 9.3 and this Section 8.3) will survive termination of this Agreement.

9. Miscellaneous

9.1 Notices. Stripe may give notices about the Program or under this Agreement by email, or posting the notice in the Portal. Unless this Agreement states otherwise, Partner must submit its notices to Stripe by opening a support case in the Portal.

9.2 Feedback. Partner or its Affiliates may provide suggestions, comments, or other feedback to Stripe or its Affiliates with respect to the Program, the Portal, or the Stripe Services (“Feedback”). Feedback is voluntary, and Partner, on behalf of itself and its Affiliates, grants to Stripe and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit the Feedback for any purpose, including developing, manufacturing, marketing, selling and maintaining Stripe’s products and services. All Feedback is considered Stripe’s Confidential Information.

9.3 Governing Law and Venue. If Partner is located in North America or South America (the “Americas”), then the laws of the State of California will govern this Agreement, without giving effect to its conflicts of law principles. Each party irrevocably submits to the exclusive personal jurisdiction of, and will bring all suits and actions under or in connection with this Agreement exclusively in, the courts located in San Mateo County, California, and waives all objections to that jurisdiction and venue. If Partner is located in Japan, then the laws of Japan will govern this Agreement, without reference to its conflict of law principles to the contrary. Each party irrevocably submits to the exclusive personal jurisdiction of, and will bring any suit or action under or in connection with this Agreement exclusively in, the courts located in Tokyo, and waives all objections to that jurisdiction and venue. If Partner is located outside of the Americas or Japan, then the laws of Ireland will govern this Agreement. Each party irrevocably submits to the exclusive personal jurisdiction of, and will bring all suits and actions under or in connection with this Agreement exclusively in, the courts located in Ireland, and waives all objections to that jurisdiction and venue.

9.4 Assignment. Neither party may assign or transfer any obligations or benefit under this Agreement without the other party’s consent, except (a) Stripe may, without Partner’s consent, assign and transfer this Agreement, including any of its rights and obligations under this Agreement, to any Stripe Affiliate; and (b) Partner may, with Stripe’s consent, which Stripe will not unreasonably withhold, delay or condition, assign and transfer this Agreement, including any of its rights and obligations under this Agreement, to any of its Affiliates. Any attempt to assign in violation of the foregoing sentence will be void in each instance.This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

9.5 Force Majeure. Neither party, or its Affiliates, will be liable for any loss or damage to the other party, or delays in performance, to the extent caused by a Force Majeure Event.

9.6 Order of Precedence. If there is any conflict between the terms in the following list, the terms earlier in the list will prevail to the extent of the inconsistency: (a) this Agreement; (b) terms in, or referenced in, the Portal; and (c) other terms incorporated by reference in this Agreement.

9.7 Construction and Interpretation. If any court or Governmental Authority determines any provision of this Agreement to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. Unless stated, or context requires otherwise (a) “days” means “calendar days”; and (b) references to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively. 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 (unless Law requires otherwise).

9.8 Non-Exclusivity. This Agreement is non-exclusive, and either party may enter into any alliance, partnership, referral, resale, customer or other agreement with any third party at any time.

9.9 Relationship of the Parties. 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). Partner remains solely responsible for all products and services it provides to its customers. The use of the term “partner” refers solely to membership in the Program and does not imply a legal partnership.

9.10 Cumulative Rights. The rights and remedies of the parties under this Agreement are cumulative, and each party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at law or in equity.

9.11 Waivers; Entire Agreement. No waiver of any breach will waive any other breach, and only written waivers are effective. This Agreement (a) is the parties’ entire agreement on Partner’s participation in the Program and supersedes all oral understandings, representations, prior discussions, letters of intent, or preliminary agreements to the extent related to this subject; and (b) may be modified only as expressly provided in this Agreement. The Stripe Agreement governs Partner’s access to and use of Stripe Services. Nothing in this Agreement modifies or supersedes the Stripe Agreement.

9.12 Right to Modify. Stripe may modify the Program or this Agreement at any time, solely with prospective effect. Stripe will notify Partner of modifications through the Portal or via email. If Partner does not agree to a modification, Partner must immediately stop participating in (and accepting any benefits from) the Program. Partner’s continued access to the Portal, or acceptance of any benefits of the Program, constitutes acceptance of the modified Program or Agreement.

10. Definitions

10.1 “Affiliate” means a legal entity that controls, is controlled by, or is under common control with a party.

10.2 “Collateral” means the images, documentation, case studies and similar materials that either party provides to the other for use as part of any marketing activities under this Agreement.

10.3 “Confidential Information” means non-public information, know-how, and trade secrets in any form, that a reasonable person knows or reasonably should understand to be confidential based on the nature of the disclosure, or that the Disclosing Party designates as confidential.

10.4 “Force Majeure Event” means an event beyond a party’s control, including a strike or other labor dispute; labor shortage, stoppage or slowdown; supply chain disruption; embargo or blockade; telecommunication breakdown; power outage or shortage; inadequate transportation service; inability or delay in obtaining adequate supplies; weather; earthquake; fire; flood; act of God; riot; civil disorder; civil or government calamity; epidemic; pandemic; state or national health crisis; war; invasion; hostility (whether war is declared or not); terrorism threat or act; Law; or act of a Governmental Authority.

10.5 “Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Program, Stripe or Partner, as applicable.

10.6 “Law” means all applicable laws, rules, regulations and other binding requirements of a Governmental Authority.

10.7 “Lead Data” means the data Partner (and its agents, if any) provides to Stripe about a Lead in connection with the Program, including personal data such as contact information of Leads’ representatives.

10.8 “Mark” means a trademark, service mark, design mark, logo or stylized script.

10.9 “Materials” means all materials and Collateral that one party provides or makes available to the other in relation to the Program.

10.10 “Portal” means the “Stripe Partner Portal” section of the Stripe Dashboard, or a successor site Stripe designates, which provides Program information, Program tiers, tools, information, Stripe Materials, and Program policies.

10.11 “Stripe” means (a) Stripe, Inc., a Delaware corporation, if Partner’s principal place of business is located in the Americas; or (b) Stripe Payments Europe, Ltd., an Irish company, if Partner’s principal place of business is located outside of the Americas.

10.12 “Stripe Agreement” means Partner’s agreement with Stripe under which Partner has access to Stripe Services.

10.13 “Stripe Services” means the services that Stripe or its Affiliates offer to their users.