Terms & Conditions and Stripe Terms & Conditions

01st January 2017
1. DEFINITIONS
“iGRATM” shall mean Afconpay Limited, a private limited liability company incorporated and registered in England & Wales with company number 10306535, whose registered office is at 2 Cotsalls, Fair Oak, Eastleigh, Hampshire, SO507HP, United Kingdom.
“APP” shall mean iGRATM mobile application.
“Tip(s)” shall mean a payment between registered users of the app.
“Tipper(s)” shall mean the app user who can make payment of a Tip or gratuity or other payment to any or another registered user.
“Server(s)” shall mean the app user who receives or makes the Tip or other payment from another registered user. 
“User” shall mean either Tipper or Server or any other person or business registered on the app.
“Payment” shall mean any payment either made or received by a user.
“Rate & Review” shall mean rate and review of any Server or Venues.
“Venue and Venues” shall mean the place of employment of the server or user.
“Including” and “Include” shall mean including but not limited to.
"Website" shall mean www.iGRATM.com

2. SCOPE & SERVICES of the APP

iGRATM is a mobile APP, interfacing with a 3rd party payment provider(s) such as STRIPE, to facilitate the payment of tips, gratuities or any other such payment as may be applicable from time to time between two parties, the Tipper & the Server. Users will register their required details on the app & in doing so agree to these Terms and Conditions and the Privacy Policy of iGRATM relating to the use of any such information registered. Once registered an automatic invitation to open a STRIPE account, required to complete payment transactions, will be sent to the User for activation. iGRATM uses 3rd party applications such as STRIPE for payment collection & transition.
Once activated a user with a Tipper account will be able to search for registered Servers using the search options of the app and pay a Tip via the app and 3rd Party account such as STRIPE to a Server of their choice in the hospitality sector. The server and venue they work in will be rated or reviewed by the user, the rating and review will be provided to the venue the user is employed in. Details of Tips will be stored on the User account information of the app and an email notification sent to both users with details of the transaction.

3.PAYMENT- TIPPER.

The payment services are facilitated by iGRATM using a 3rd party payment provider such as STRIPE to you free of charge. However, iGRATM reserves the right to introduce a fee for the provision of the payment services. If iGRATM decide to introduce such a fee, it will publish this information and you may either continue or terminate your access to the payment services through the iGRATM App. 
Transactions may be subject to 3rd party charges, the cost of which shall be the responsibility of the user and will not be recoverable or payable either in part or in full by iGRATM. 

4. PAYMENT- SERVER

The payment services are facilitated by iGRATM for a % fee plus fixed costs of GBP .30pence (in the United Kingdom) of the gross Tip received. Such sums will be deducted from your payments to your STRIPE or other such payment provider services as may be engaged at the discretion of iGRATM.iGRATM may vary this fee at their sole discretion & any such variation will be published. 

5. LIMITATION OF LIABILITY

To the extent permitted by applicable law, iGRATM will not be liable to you in respect of any acts or omissions of its employees, agents, 3rd Party service providers or sub-contractors, whether such liability arises in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise.

6. APPLICABLE LAW

The Terms set out in this document or any other such documents or notices, and all non-contractual obligations shall be governed by, construed and take effect in accordance with the laws of England and Wales.
Any dispute, claim or matter of difference arising out of or relating to the Terms is subject to the exclusive jurisdiction of the courts of England and Wales.

Terms of Use

These Terms of Use (“Terms”) apply to your use of the App, Website, any other communication or social media platform as well as to all other information, recommendations and/or services provided to you by iGRATM. The Site is free, therefore there is no charge for you using it. Access to the Site is however through the service provided by your internet service provider. You shall be liable for all charges that your internet service provider charges for providing you with their service.

1. Contract

These Terms govern the access or use by you, an individual, from any country in the world of the app, websites, content, products, and any other services (the “Services”) made available by iGRATM.


THESE TERMS SHOULD BE READ CAREFULLY BEFORE ACCESSING OR USING THE AFCONPAY Ltd / iGRATM APP SERVICES.

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and iGRATM. If you do not agree to these Terms, you may not access or use the Services. These Terms supersede prior or other Terms, agreements or arrangements with you. iGRATM may terminate or modify these Terms or any Services, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. iGRATM will endeavour to provide you with reasonable notice of such termination, cessation or denial. Furthermore, iGRATM reserves the right to terminate these Terms or any Services or generally cease offering or deny access to the Services or any portion thereof, immediately at any time without notice if (i) you are in breach of these Terms, (ii) it is impractical to give such notice in the circumstances, or (iii) any delay in such termination would expose iGRATM or any third party to significant risk of harm or damage.
iGRATM may amend the Terms related to any of its Services from time to time. Amendments will be effective upon posting of updated Terms at this location or the amended policies or on the applicable Service. Your continued access or use of the Services after such posting constitutes your agreement and consent to be bound by the Terms, as amended.
Our collection and use of personal information in connection with the Services is as provided in our Privacy Policy on the app or at www.iGRATM.com

2. License

Subject to your acceptance and compliance with these Terms, iGRATM grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device or devices solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by iGRATM.

3. Restrictions

You may not: (i) remove any copyright, trademark, logo’s or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by iGRATM; (iii) copy, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

4. Third Party Services and Content

Third Party Services may be made available or accessed in connection with third party services and content (including advertising) that iGRATM does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. iGRATM does not endorse such third-party services and content and in no event shall iGRATM be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

5. Ownership

The Services and all rights therein are and shall remain the property of iGRATM. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner the company names, logos, product and service names, trademarks or services marks of iGRATM.

Your Use of the Services

1. User Accounts

In order to use the Services, you must register for and maintain an active personal user account as either a tipper or server. You must be at least 16 years of age, or the age of legal majority in your jurisdiction (if different than 16), to obtain an Account. Account registration requires you to submit to iGRATM certain personal information, such as, but not limited to, your name, email address, Postal or zip code, mobile phone number, profile picture, Workplace, date of birth and at least one valid payment method either debit card, credit card or other payment method as may be accepted. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services including giving or receive tips. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by iGRATM in writing, you may only operate one Account.

2. User Requirements and Conduct

The Service is not available for use by persons under the age of 16. You may not authorize third parties to use your Account, and you may not allow persons under the age of 16 to use these services. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience to any other user, Third Party Provider, contractor or any other party or individual. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity. You confirm that you have full and express permission or consent from your employer or other interested party to use these services & indemnify iGRATM from any claim or responsibility for failure to obtain such consent. You confirm that you are expressly responsible for payment and reporting of any taxes, charges or other expenses which are or may become due by you as a result of the use of these services. iGRATM may from time to time at its sole discretion use a rating service to rate performance of Servers & you agree to the collection and publication of that information on any app, website or other service created by iGRATM or 3rd party service provider.

3. NFC, Text Messaging & Notifications

By creating an Account, you agree that the iGRATM may send you informational text (SMS) messages or in app notifications (push messages) as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from iGRATM at any time by notifying us by email to unsubscribe@igratm.com indicating that you no longer wish to receive such messages or notifications, with the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages or notifications may impair your use of the Services. The iGRATM App uses NFC to locate your favourite server and restaurant which may deplete your mobile phone battery life.

4. Promotional Codes & Deals

iGRATM may, from time to time, create promotional codes for deals or other features or benefits related to the Services and/or any Third Party Provider’s services. You agree that Promotional Codes & Deals: (i) must be used for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public whether posted to a public forum or otherwise, unless expressly permitted by iGRATM; (iii) may be withdrawn or discontinued by iGRATM at any time for any reason without liability or financial penalty to iGRATM; (iv) may only be used in accordance with any specific terms published for such Promotional Codes or deals; (v) have no cash redemption value; and (vi) are non-refundable or transferrable in the event of expiry prior to your use. iGRATM reserves the right to refuse or instruct refusal of acceptance other of Promotional Codes or deals by you or any other user in the event that iGRATM determines or believes that the use or redemption of the Promotional Code or deal was in error, fraudulent, illegal, or in breach of the any published or implied Promotional Code terms or these Terms.

5. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a device and you shall be responsible for any such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Apps and any updates thereto. iGRATM does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices or at any given location. In addition, the Services may be subject to limitations, interruption of service, delays or any other issue inherent in the use of 3rd party Internet and electronic communication services.

6. Payment

You understand that use of the App Services may result in charges to you for the services or goods you receive from a Third Party Provider. After you have received services or goods obtained through your use of the Services, iGRATM will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as payment collection agent for the Third Party Provider. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise agreed in writing by iGRATM. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. 
All Charges are due immediately and payment will be facilitated as soon as practicable by iGRATM using the preferred payment method designated in your Account, after which iGRATM will send you a payment notification by email & create a notification in the “Tips sent and received” section of the app. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that iGRATM may, as the Third Party Provider’s disclosed payment collection agent, use a secondary payment method in your Account, if available.
iGRATM reserves the right to create, remove and/or revise Charges for any or all services or goods obtained through the use of the app or Services at any time at the sole discretion of iGRATM. Further, you acknowledge and agree that Charges applicable in certain circumstances may increase substantially according to 3rd party service charges applicable or that may become applicable. iGRATM will use reasonable efforts to inform you of Charges or changes to Charges that may apply. You will be responsible for such Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. iGRATM may from time to time provide users with promotional offers, discounts or subscription offers that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers, discounts or subscription offers, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

7. Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” iGRATM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, iGRATM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. iGRATM DOES NOT GUARANTEE THE QUALITY, SUITABILITY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICES OR GOODS REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
iGRATM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT EXCLUSIVELY LOST PROFITS, LOST DATA, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF iGRATM HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. iGRATM SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF iGRATM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
iGRATM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND IGRATM’S REASONABLE CONTROL. IN NO EVENT SHALL AFCONPAY LTD / iGRATM’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ANY OR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED GBP (£500). iGRATM's SERVICES MAY BE USED BY YOU TO MAKE AND RECEIVE PAYMENTS USING THIRD PARTY PAYMENT PROVIDERS SUCH AS STRIPE, BUT YOU AGREE THAT iGRATM HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity

You agree to indemnify and hold iGRATM and its officers, directors, employees and agents from any and all claims, demands, losses, liabilities, and expenses including legal and any other fees arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) iGRATM’s use of your User Content; or (iv) your breach or violation of the rights of any third party, including Third Party Providers.

Notice

iGRATM may give notice by means of a general notice on the Services or by email to your email address in your Account. You may give notice to iGRATM by written communication to iGRATM at 2 Cotsalls, Fair Oak, Eastleigh, Hampshire, SO507HP. We reserve the right to make changes or corrections, alter, suspend, discontinue or terminate any aspect of the Site, and your access to it, at any time immediately without notice.

General

You may not assign or transfer these Terms in whole or in part without iGRATM’s prior written approval. You give your approval to iGRATM for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of iGRATM’s equity, business or assets; or (iii) a successor by merger or any other such means. No joint venture, partnership, employment or agency relationship exists between you, iGRATM or any Third Party Provider as a result of the contract between you and iGRATM or use of the app or other Services.
If any provision of these Terms is held to be unlawful, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the unlawful, invalid or unenforceable provision or part thereof with a provision or part thereof that is lawful, valid and enforceable and that has, to the greatest extent possible, a similar effect as the unlawful, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior Terms, agreements or undertakings regarding such subject matter. 

STRIPE T&Cs

About Stripe Connect – Connected Accounts

Thank you for using Stripe Connect. Stripe Connect allows third-party platform providers to help you create and administer your Stripe account, and may provide additional services directly to you or your customers. This agreement governs your use of Stripe Connect and describes how a platform provider may help you manage your Stripe account. Any platform provider that uses Stripe to accept payments or manage your Stripe account must inform you that it does so.

Stripe Connected Account Agreement

This Stripe Connected Account Agreement is a legal agreement (“Connected Account Agreement”) between you, the person or legal entity (including sole proprietors) that you identified to Stripe on the registration page or provided to a Connect Platform (“Connected Account” or “you”), and Stripe, Inc. (“Stripe”). Your use of the Stripe Service is subject to your acceptance of the terms and conditions of this Connected Account Agreement. Your continued use of the Stripe Service represents your express consent to the terms and conditions contained in this Connected Account Agreement, including the Stripe Terms of Service (“Stripe ToS”), and updates or modifications that may be made occasionally by Stripe.
This Connected Account Agreement governs your use of Stripe Connect and management of your Connected Account by Connect Platforms. This management includes use and administration of data about you or your transactions provided to Stripe (“Data”) and initiating Activity. As used in this Connected Account Agreement, any action submitted using the Stripe Connect API on behalf of a Connected Account is referred to as “Activity,” which includes initiating charges or Refunds, handling Chargebacks or disputes, and other functions available through Stripe Connect.
You represent to Stripe that all of the information that you provide to us directly or through the Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement on behalf of the Connected Account. You agree to the terms and conditions provided in this Connected Account Agreement and to the Stripe ToS, and understand that your use of the Stripe Service and Stripe Connect are subject to your acceptance of these terms and conditions.

1. Relationship to Other Agreements

By using Stripe Connect, including the Stripe Service, you expressly agree to abide by the terms and conditions of this Connected Account Agreement, the Stripe ToS, and to any updates or modifications to either of those documents that may occasionally be made by Stripe. The Stripe ToS is a three-party agreement between you, Stripe, and Stripe’s financial services providers (the “Bank”), and is incorporated into this Connected Account Agreement by reference as it relates to your use of the Stripe Service. This Connected Account Agreement contains additional terms and conditions relating to your use of the features of Stripe Connect made available to Connected Accounts. To the extent that there is a conflict between the Stripe ToS and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail. Nothing in this Connected Account Agreement alters the terms and conditions of the Stripe ToS as between you and the Bank. Any capitalized terms that are used but not defined in this Connected Account Agreement are defined in the Stripe ToS.

2. Stripe Connect – Your Connected Account

Stripe Connect allows Connect Platforms to help you integrate Stripe Services into your site or application, and manage your Connected Account. When you sell your goods or services, or receive bona fide charitable donations through a Connect Platform that uses the Stripe Service, the Connect Platform may agree to perform obligations on your behalf, such as web development or hosting services, customer service, processing of refunds, handling consumer complaints, or other Activity. The specific things that a Connect Platform is agreeing to do for you, if any, are determined by your agreement with that Connect Platform. Stripe is not a Connect Platform, and only provides the Stripe Services described in this Connected Account Agreement and the Stripe ToS.
Through Stripe Connect, you can delegate the creation and management of portions of your Connected Account to a Connect Platform. You consent to Stripe’s disclosure of Data (which may include your name and address, and information regarding the transactions that you process through the Stripe Service) to the Connect Platform, the Bank, and our service providers to facilitate the provision of Stripe Services to you through Stripe Connect. You also consent to Stripe’s use of information provided to Stripe or collected by us as part of providing the Stripe Service for our internal analyses and fraud monitoring. For more information regarding Stripe’s use of your data, please review Stripe’s Privacy Policy.

3. Your Obligations

You agree to comply with all applicable laws or regulations, payment network rules (including the Network Rules), agreements with third parties that are binding on you, and this Connected Account Agreement (including the Stripe ToS) when using Stripe Services. You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of Stripe Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with the Connect Platform, you are financially liable to Stripe for Chargebacks, Refunds, and any fines that arise from your use of the Stripe Services. These obligations are described in more detail in Section C of the Stripe ToS.
Depending on the Connect Platform, you may have access to directly manage your Connected Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Connected Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information. Alternatively, the Connect Platform may manage your account on your behalf.

4. Relationship to Connect Platforms

As part of your use of Stripe Connect, you understand and agree that Stripe and the Connect Platform will share some Data about you and Activity on your Connected Account. This may include information you provide to create your Connected Account to Stripe or the Connect Platform, or information about transactions submitted by your customers to Stripe. Connect Platforms will never have access to full credit card information provided by your customers. You understand and agree that Connect Platforms and Stripe can share such Data to provide services to you.
You designate the Connect Platform as your agent for the limited purpose of processing or accepting payments on your behalf (as a merchant payee) pursuant to a preexisting contract between you and the Connect Platform. You understand and agree that the Connect Platform may provide instructions regarding the delivery of funds to you for the sale of goods or services, or receipt of bona fide charitable donations.
The pricing for your use of Stripe Services with a Connect Platform will depend on your agreement with the Connect Platform. Pricing from the Connect Platform may include fees for your use of the Connect Platform’s services that are separate from fees owed for Stripe Services. Stripe will receive fees for your use of the Stripe Services. The fees for the Stripe Services will not exceed the amounts posted on our web site. In addition, the Connect Platform may charge you fees for the services it provides you. You agree that Stripe will have the right to deduct both Stripe’s fees for Stripe Services and the Connect Platform fees specified to us by the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which are based on your agreement with and use of the Connect Platform. All fees charged to you should be made clear to you in your agreement with each Connect Platform.
If enabled by the Connect Platform, you will have the option to receive funds sent to your payment card (such as a debit or reloadable card). Receipt of funds to your payment card is not available through all Connect Platforms. Any such payments made to your payment card are provided through Cross River Bank upon receiving instructions from Stripe. Cross River Bank is obligated to pay you on receipt of a payout instruction from Stripe under the provisions of the agreement between Cross River and Stripe. Cross River Bank, not Stripe, will transfer the resulting funds to your payment card. The Connect Platform will communicate any fees charged to you for funds transferred to your payment card.

5. Limitations on Stripe’s Liability

Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, nor is Stripe responsible for your obligations to your customers (including but not limited to properly describing the nature of or delivering the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your complying applicable laws and obligations related to your provision the goods or services to your customers, or receipt of bona fide charitable donations. This may include providing customer service, notification and handling refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Stripe Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.

6. Other General Legal Terms

(a) Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Connected Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice only being required if curing the breach is feasible); (b) upon 120 days’ notice for any reason; (c) where the Connected Account is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (d) where required to do so by demand of the Bank, the Card Networks, or under court or legal order. Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe ToS governs your use of Stripe Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe ToS. All obligations in the Stripe ToS will only be terminated when done so under the terms and conditions of the Stripe ToS.
(b) Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe ToS governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. This Connected Account Agreement does not limit any rights of enforcement that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.
(c) Right to Amend: Stripe may amend this Connected Account Agreement upon notice to you, which may be provided through email, the Stripe dashboard, or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you within 7 days of such notice. If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where no such notice is provided or where you continue to use Stripe Connect, you agree that you are consenting to any such changes to the Connected Account Agreement.
(d) Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance. While we will generally consent to such an assignment where we consider it reasonable, we are not required to and will deny requests where such an assignment would violate this Connected Account Agreement (such as assignment to a prohibited business) or would pose a material risk to Stripe or our partners.
(e) Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. Except where expressly stated in a separate agreement duly executed by Stripe, if there is any conflict between this Connected Account Agreement and any other Stripe agreement related to Stripe Connect, this Connected Account Agreement will prevail. Keep in mind, however, that with regard to your use of the Stripe Services for your own purposes (i.e. to receive payment for products or services you provide), the Stripe ToS will prevail. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to Stripe Connect. If any provision of this Connected Account Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Thank you and welcome to Stripe Connect!