Stripe Service Contract

STRIPE SERVICE CONTRACT

This Stripe Service Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: a business organized as with Principal Address: ("Merchant"), and Service Provider Name: a business organized as with Principal Address: ("Service Provider").

RECITALS

WHEREAS, Service Provider operates a payments platform and provides payment processing, settlement, reporting and related services (the "Platform") to merchants;

WHEREAS, Merchant desires to engage Service Provider to process card, wallet and other electronic payments on Merchant's behalf in accordance with the terms of this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the Platform, Fees, security, and dispute handling.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings unless otherwise defined in the body: "Chargeback" means a payment dispute initiated by a Cardholder or card issuer; "Fees" means the amounts payable to Service Provider under Section 4; "Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that by its nature should be treated as confidential.

2. SERVICES

2.1 Scope. Service Provider shall, in accordance with this Agreement, provide payment acceptance, authorization, settlement, reporting, fraud screening, and related technical and customer support services (collectively, the "Services"). The specific services to be provided are described as follows:

2.2 Merchant Obligations. Merchant shall: (a) provide accurate merchant account information and payment instructions; (b) comply with Card Network rules and applicable law; (c) maintain accurate records relating to Transactions; and (d) cooperate with Service Provider in investigations and risk mitigation.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall begin on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail.

3.3 Immediate Termination. Service Provider may suspend or terminate Services immediately if Merchant engages in activity posing excessive fraud, violates sanctions/AML laws, or materially increases risk of losses.

4. FEES; SETTLEMENTS; REPORTING

4.1 Fees. Merchant shall pay Fees to Service Provider as compensation for the Services. The standard processing fee shall be % per Transaction plus a fixed fee of per Transaction, unless otherwise agreed in writing.

4.2 Settlement. Service Provider will remit net settlement proceeds to Merchant in accordance with the settlement schedule: subject to reserves, offsets for Chargebacks, and withholding required by applicable law or Card Network rules.

5. RISK MANAGEMENT; CHARGEBACKS; RESERVES

5.1 Chargebacks. Merchant is responsible for Chargebacks and related fees resulting from Customer disputes, fraud, or failure to provide goods or services as represented. Service Provider may debit Merchant for Chargebacks, associated fees, and any related costs.

5.2 Reserves. Service Provider may establish a reserve from Merchant's settlements to secure potential Chargebacks or liabilities. The amount, duration, and terms of any reserve shall be determined in Service Provider's reasonable discretion and may be modified upon notice.

6. DATA SECURITY AND PRIVACY

6.1 Security Controls. Service Provider shall implement and maintain technical and organizational measures to protect payment data and to comply with applicable industry standards, including any applicable data security standards for cardholder data.

6.2 Merchant Obligations. Merchant shall comply with data security obligations, not store prohibited card data, and promptly notify Service Provider of any data breach or security incident affecting payment data.

7. COMPLIANCE WITH LAWS; SANCTIONS

Merchant represents and warrants that it will comply with all applicable laws, rules, and Card Network requirements, including anti-money laundering and economic sanctions laws. Merchant shall not process Transactions that violate applicable sanctions or export control laws.

8. CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that is public without breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Service Provider from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) resulting from Merchant's breach of this Agreement, Merchant's products or services, or Merchant's violation of law.

11. AUDIT; RECORDS

Upon reasonable notice and during normal business hours, Service Provider may audit Merchant's records to verify compliance with this Agreement and applicable card brand rules. Merchant shall retain transaction records and make them available for audit for at least years.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or such other address as either party may designate by notice.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by a party to exercise any right is not a waiver of that right.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which is an original and all of which constitute one agreement. Signatures provided by electronic means shall be binding and have the same force and effect as original signatures.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties:

Entire Agreement. This Agreement, together with any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

MISCELLANEOUS PROVISIONS

Relationship of Parties. The parties are independent contractors and no agency, partnership, joint venture, or employment relationship is created by this Agreement. Merchant shall not hold itself out as authorized to bind Service Provider.

Third-Party Beneficiaries. Except as expressly provided herein, no third-party shall be deemed a beneficiary of this Agreement.

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