Last updated: August 22, 2022

These Wells Fargo Acquirer Terms (“Member Bank Terms”) are additional terms applicable to the Stripe Payments Services for Visa and Mastercard products for which Wells Fargo Bank, N.A. (“Member Bank”), is a Payment Method Acquirer (“VM Payment Processing Services”). In these Member Bank Terms, Visa and Mastercard may be referred to individually as a “Network” and collectively as the “Networks”, and the rules issued by a Network are the “Network Rules”. Additionally, for purposes of these Member Bank Terms, if you are registered with a Network pursuant to applicable Network Rules as a high brand risk (or similarly designated) user of the VM Payment Processing Services, you are considered “Network Registered.” Any terms used but not defined in these Member Bank Terms will have the meaning provided in the Stripe Services Agreement (“Agreement”).

These Member Bank Terms constitute a legal agreement among you, Stripe, and Member Bank, which is formed by Member Bank’s and Stripe’s offer of these Member Bank Terms to you, your acceptance of these Member Bank Terms, and Member Bank’s and Stripe’s subsequent provision of VM Payment Processing Services to you.

These Member Bank Terms are offered to you and the legal agreement established by these Member Bank Terms becomes effective as provided below.

• For all users of the VM Payment Processing Services, except Network Registered users: These Member Bank Terms become effective only when you process more than $ 1 million in Transactions on a Network within any twelve-month period. Importantly, the $1 million threshold for effectiveness of these Member Bank Terms is set by each Network, and each Network may change its threshold for effectiveness of these Member Bank Terms at any time without notice to you. Until you process more than $1 million in Transactions on a Network (or such other threshold as may be established by that Network), these Member Bank Terms are not effective, and you do not have a direct legal agreement with Member Bank with respect to the VM Payment Processing Services.
• For Network Registered users of the VM Payment Processing Services: These Member Bank Terms become effective when you process your first Transaction on a Network.

You understand that Stripe or Member Bank may enforce any provisions of the Agreement that relate to Stripe or Member Bank’s provision of or your use of VM Payment Processing Services, and you acknowledge you are directly responsible to Member Bank under the Agreement for any liability to Member Bank caused by your breach of the Agreement. Stripe or Member Bank may also terminate these Member Bank Terms at any time, which may limit or terminate your ability to use VM Payment Processing Services. Further, a Network may, at any time and for any reason terminate these Member Bank Terms with respect to Payment Processing Services for its products.

You must accept all of the terms and conditions of these Member Bank Terms to use the VM Payment Processing Services. If you do not accept them, you may not receive the VM Payment Processing Services.

1. Network Compliance and Disclosure

a. Important Member Bank Disclosures: Wells Fargo Bank, N.A., discloses that:

i. it is the only entity approved to extend acceptance of Visa and Mastercard products directly to you under these Member Bank Terms;

ii. it must be a principal (signer) to these Member Bank Terms;

iii. it is responsible for educating you on the Network Rules with which you must comply, but this information may be provided to you by Stripe;

iv. subject to Section 4 of these Member Bank Terms, with respect to Transactions processed through the VM Payment Processing Services, it is responsible for and must provide Settlement Funds to Stripe or Stripe Payments Company (as your agent in accordance with Section 4 of these Member Bank Terms) for distribution to you; and

v. with respect to Transactions processed through the VM Payment Processing Services, it is responsible for all funds held in reserve that are derived from Settlement Funds prior to funding you.

b. Your Responsibilities: In addition to any other responsibilities set forth in these Member Bank Terms, you agree that, at all times throughout the term of these Member Bank Terms, you will:

i. comply with the PCI Standards in using and maintaining Payment Account Details;

ii. maintain fraud and Dispute rates acceptable under the Network Rules;

iii. review and understand the terms of these Member Bank Terms; and

iv. comply with the Network Rules and Laws.

You may contact Stripe by mailing Stripe, Inc., 354 Oyster Point Boulevard, South San Francisco, CA 94080, or by calling or emailing as provided here.

You may contact Member Bank by mailing Wells Fargo Bank, N.A., P.O. Box 6079, Concord, CA 94524 or calling +1-844-284-6834.

Stripe is registered as a Payment Facilitator and an Independent Sales Organization (ISO) by Wells Fargo Bank, N.A., Concord, CA.

2. Purpose of these Member Bank Terms

When you process more than $1 million in Visa or Mastercard Transactions through a particular Payment Method Acquirer, or, if you are Network Registered, when you process your first Visa or Mastercard Transaction through a particular Payment Method Acquirer, applicable Network Rules require that you enter into a direct contractual relationship with the Payment Method Acquirer. These Member Bank Terms constitute your direct contractual relationship with Member Bank, which is a bank that is a member of the Networks and a Payment Method Acquirer for Visa and Mastercard Transactions. In accordance with the requirements of the Network Rules, these Member Bank Terms are offered and effective, and your direct contractual relationship with Member Bank is established, as provided in the introductory paragraphs above.

As a Payment Method Acquirer, Member Bank authorizes you to accept payment from your Customers by Visa and Mastercard payment card (“VM Payment Cards”). However, by using VM Payment Processing Services and accepting VM Payment Cards, you are not establishing a depository or other account with Member Bank.

Member Bank is not responsible for the provision of any Services by Stripe or your use of the Services for your business. As between Stripe and Member Bank, Stripe is responsible for evaluating your eligibility to receive the VM Payment Processing Services, authorizing charges, settling funds to your User Bank Account(s) as provided in Section 4, and providing the VM Payment Processing Services pursuant to the terms of the Agreement. Stripe, and not Member Bank, will provide customer service to you to resolve any issues you may have related to your use of the VM Payment Processing Services; however, you may contact Member Bank 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.

3. Compliance with Network Rules

a. Where you use the VM Payment Processing Services to accept charges from VM Payment Cards, you must comply with the Network Rules and limitations on use identified in the Agreement, including the guidelines, monitoring programs, and activity reporting (including excessive credits, Disputes, or deposits) set forth therein. Under the Network Rules, certain activity may subject you to Disputes, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of these Member Bank Terms and/or the Agreement. Without limiting the foregoing, you specifically agree to:

i. Only submit Transactions authorized by the cardholder;

ii. Only accept payment for the sale of products or services, and receipt of bona fide donations, and not for any Restricted Business, unless you have received prior written approval from Stripe;

iii. Submit a Transaction for the full amount 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);

iv. Not establish minimum or maximum amounts (except as permitted by the Network Rules), or condition charges for use of VM Payments Cards, and not discourage the use of one VM Payment Card brand over another;

v. Not impose surcharges or taxes (except where permitted by Law and Network Rules) and, where so done, you will only collect such amounts as part of the submitted charge;

vi. Only use the Networks logos or marks in a manner permitted by the Network Rules;

vii. Not submit a Transaction that represents collection of a dishonored check;

viii. Prohibit use of payment cards for disbursement of cash (except as permitted by the Network Rules and approved by Stripe);

ix. Comply with the security obligations identified in the Agreement, including compliance with the PCI Standards and only use cardholder data as permitted, and certify such compliance upon request, and not permit or promote fraudulent use of VM Payment Cards or cardholder data;

x. Make clear to Customers that they are transacting with you prior to, during, and after the Transaction, including providing clear statement descriptors;

xi. Use all reasonable methods to resolve disputes with your Customers, including those resulting in a Dispute, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to you unless the recharge is expressly authorized by the Customer; and

xii. Provide clear refund and exchange language that is consistent with Laws and the Network Rules.

b. Where you are Network Registered by Member Bank as a ‘Marketplace’ under the Network Rules specified by Visa (“Visa Rules”) and you use the VM Payment Processing Services to accept charges from Visa payment cards, then, without limiting your obligations under Section 3.a. of these Member Bank Terms, you specifically agree to:

i. Ensure the third-party retailers and sellers for which you submit Transactions (“Marketplace Retailers”) comply with the Visa Rules and the limitations on use identified in the Agreement in the same manner as provided with respect to you in Section 3.a. of these Member Bank Terms;

ii. Enter into a contract with each Marketplace Retailer before you submit Transactions for the Marketplace Retailer, the terms of which will conform to the Visa Rules for ‘Marketplaces’, these Wells Fargo Terms, and the Agreement;

iii. Immediately stop submitting Transactions for any particular Marketplace Retailer at the direction of Stripe, Member Bank, or Visa, which direction may be provided to you at any time for any reason;

iv. Ensure the Transactions you submit for a Marketplace Retailer are legal in the United States and, if the Marketplace Retailer is located outside the United States, the country of the Marketplace Retailer;

v. Not ask or require your Customers, or permit any Marketplace Retailer to ask or require any of your Customers, to waive their dispute rights;

vi. Only submit Transactions representing Marketplace Retailers’ sales of goods or services using your ‘Marketplace’ platform website or application;

vii. Not knowingly contract with a Marketplace Retailer whose payment services previously have been terminated by or at the direction of Stripe, Member Bank, Visa or government regulators; and

You specifically agree you are liable for all acts, omissions, Visa cardholder disputes, and other Visa cardholder customer service-related issues caused by your Marketplace Retailers, and responsible and financially liable for each Transaction submitted for a Marketplace Retailer.

4. Authorization for Handling of Funds

Member Bank provides the funds it receives from the Networks for settlement of your Card Payments (“Settlement Funds”) to Stripe or Stripe Payments Company, which accepts the Settlement Funds on your behalf. You agree to designate Stripe and Stripe Payments Company as your agent, and you agree that Member Bank’s obligations to settle funds to you are satisfied upon transfer of the Settlement Funds to your designated agents, Stripe or Stripe Payments Company, per your explicit request and authorization.

You agree that you are not entitled to access the Settlement Funds prior to the Settlement Funds being credited to your User Bank Account (or to the account of any applicable third-party recipient that you have instructed Stripe to make a distribution to on your behalf). You further agree that you are not entitled to any interest or other compensation associated with the Settlement Funds, have no right to direct Member Bank to distribute Settlement Funds, and may not assign any interest in the Settlement Funds held by Member Bank. Member Bank may periodically make information available to you through Stripe regarding anticipated funds settlement from Payment Method Providers (such as the Networks). This settlement information does not constitute a deposit or other obligation by Stripe or Member Bank to you. Any settlement information communicated to you is for reporting and informational purposes only.

You authorize Stripe, as your designated agent, to instruct Member Bank on your behalf on how and when to make transfers of Settlement Funds to Stripe, including the initiation of holds, receipts, and disbursements of Settlement Funds. Settlement Funds will be held in pooled merchant funds accounts pending disbursement to you (or to any applicable third-party recipient that you have instructed Stripe to make a disbursement to on your behalf) in accordance with the terms of the Agreement, including these Member Bank Terms.

Any authorizations set forth in these Member Bank Terms will remain in full force and effect until your Stripe Account is closed or terminated.

5. Sharing of Data

a. You authorize Stripe and Member Bank to provide Protected Data to each other to (i) provide the VM Payment Processing Services, (ii) comply with legal and regulatory obligations, and (iii) perform underwriting and risk review, including verification that you are legally permitted to transact and receive funds. This includes sharing information you provided to Stripe before these Member Bank Terms became effective and information about Stripe and Member Bank’s experience with you, such as termination of these Member Bank Terms and the reasons for such termination. Where required to comply with our obligations under Laws or the Network Rules, Member Bank may provide any data to law enforcement, the Networks, or government regulators.

b. You agree that you will not (i) use the Payment Account Details for any purpose other than to support VM Payment Processing Services, (ii) use the Payment Account Details 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 Account Details to anyone other than Member Bank, Visa or Mastercard (as applicable); or in response to a government request. Further, you agree that you will at all times comply with the PCI Standards with respect to Payment Account Details and will indemnify and hold Member Bank 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, Member Bank, or Stripe.

6. Term and Termination

These Member Bank Terms become effective as provided in the introductory paragraphs and shall continue in effect so long as you use the VM Payment Processing Services. These Member Bank Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the VM Payment Processing Services and/or these Member Bank Terms may be terminated at any time by Member Bank, Stripe, or a Network as provided in the introductory paragraphs.

7. Representations and Warranties

In addition to the representations and warranties made in the Agreement, you represent and warrant to Member Bank and Stripe as of each day on which you receive VM Payment Processing Services that: (a) you are legally able to enter into these Member Bank Terms; (b) you will not use the VM Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the VM Payment Processing Services in a manner consistent with the Agreement, including these Member Bank Terms, the Documentation, and the Network Rules.

8. Indemnification

Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Member Bank, and their respective employees, directors, agents, subcontractors, and affiliates (collectively “Member Bank Entities”) from and against any claim, suit, demand, loss, liability, damage (including indirect or consequential damage), action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or these Member Bank Terms; (b) your use of the VM Payment Processing Services; (c) your obligations to pay fees or fines to Stripe, your Customers, Payment Method Providers, or third parties; (d) your negligence or willful misconduct or the negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Member Bank incurs as a direct or indirect result of your acts or omissions (including indemnification of any Network, card issuer, or intermediary bank).

9. Disclaimer of Warranties

ANY SERVICES DESCRIBED IN THESE MEMBER BANK 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 MEMBER BANK ENTITIES AS THEY DO TO STRIPE. MEMBER BANK 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.

10. Limitations on Liability

In no event will Member Bank 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 Member Bank Terms, or the VM Payment Processing 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 Member Bank Entities be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the VM Payment Processing Services or your Stripe Account or the Protected Data, or your failure to use or implement security, controls, or processes that are appropriate for your business.

Member Bank 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 VM Payment Processing Services; (b) any misuse of VM Payment Processing Services or Protected Data; (c) any interruption or cessation of transmission to or from the VM Payment Processing Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to, through, or in connection with the VM Payment Processing Services; (e) any errors, inaccuracies, or omissions in the VM Payment Processing 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.

Without limiting anything to the contrary, the Member Bank Entities’ cumulative liability to you is limited to direct damages and in all events will not exceed the lesser of USD$10,000 and the aggregate amount of fees or compensation actually received by Member Bank from Stripe for Transactions processed for you through the VM Payment Processing Services during the three (3) month period immediately preceding the event that gives rise to the claim for liability. The limitation of liability in the preceding sentence will not apply to claims by you against Member Bank for direct damages for failure to transfer Settlement Funds to Stripe in accordance with Section 4 of these Member Bank Terms, in which case Member Bank’s liability for such direct claim by you is limited to the amount of any Settlement Funds that Member Bank failed to transfer to Stripe in accordance with Section 4 of these Member Bank Terms

Without limiting anything to the contrary above, you agree to provide Member Bank, via a communication with Stripe, with written notice of any alleged breach by Member Bank of these Member Bank Terms, which notice will specifically detail such alleged breach, within sixty (60) days of the date on which you discovered or reasonably should have discovered the alleged breach. Failure to provide notice shall be deemed an acceptance by you and a waiver of any and all rights to dispute such breach.

This limitation of liability section applies to the fullest extent permitted by law in the applicable jurisdiction 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 Member Bank has been advised of the possibility of such damage.

11. United States Only Services; No Illegal Activities

You may not use the VM Payment Processing Services or any services offered by Member Bank for 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 Stripe Account and/or the VM Payment Processing 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 (“OFAC”), Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State 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 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, Puerto Rico, and the U.S. Virgin Islands.

Notwithstanding anything to the contrary in these Member Bank Terms, Member Bank may decline to process any Transaction submitted by you in its sole discretion.

12. Dispute Resolution

All disputes under these Member Bank Terms are subject to the applicable provisions of the Agreement. In particular, the dispute resolution, class action waiver, and arbitration provisions of the Agreement apply to disputes under these Member Bank Terms by, with, or against Member Bank in the same manner they apply to disputes by, with, or against Stripe.

13. Waiver; Amendment

The failure of Member Bank to assert any of its rights under these Member Bank Terms, shall not be deemed to constitute a waiver by Member Bank of its rights to enforce each and every provision of these Member Bank Terms in accordance with its terms. These Member Bank Terms may be amended by Member Bank or Stripe from time to time in the same manner as the Agreement may be amended by Stripe.

14. Miscellaneous.

These Member Bank Terms are entered into, governed by, and construed pursuant to the laws of the State of California without regard to conflicts of law provisions. These Member Bank Terms may not be assigned by you without the prior written consent of Member Bank and Stripe. These Member Bank Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. If any provision of these Member Bank Terms are determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and these Member Bank Terms will be construed as if such provision is not contained in these Member Bank Terms.