1. Definitions. As used in these End User Terms:

1.1 “Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

1.2 “Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a corporation, firm, business trust, joint venture, associate, organization company, partnership or other business entity, whether through the ownership of voting securities, by contract or otherwise.

1.3 “Device EULA” means the end user Software License Agreement found at www.stripe.com/legal.

1.4 “End User” means the party agreeing to these End User Terms with Seller, and is a person or entity that uses a Stripe Terminal Product that Seller sells or distributes.

1.5 “End User Purchase Agreement” means the agreement between Seller and End User related to End User’s purchase of Stripe Terminal Products from Seller.

1.6 “Governmental Authority” means any federal, state, municipal, local, territorial or other governmental department, regulatory authority, judicial or administrative body, whether domestic or international, with jurisdiction.

1.7 “IP Rights” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights.

1.8 “Laws” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

1.9 “Seller” means Shopify International Ltd.

1.10 “Stripe” means Stripe, Inc., a Delaware corporation, and any of its Affiliates.

1.11 “Stripe Services” means payment processing and other business services that are offered by Stripe, including Stripe Terminal Services.

1.12 “Stripe Services Agreement” means the agreement(s) under which Stripe provides Stripe Services to End User.

1.13 “Stripe Terminal Documentation” means the resources and documentation that Stripe makes available, directly or through Seller, to End User, including the Documentation (as defined in the Stripe Services Agreement).

1.14 “Stripe Terminal Product” means a hardware product, instrument or piece of equipment that End User purchases or receives from Seller, which may be a physical Point of Sale (POS) device, accessory, component, or spare part, and the Terminal Device Software installed on that hardware product.

1.15 “Stripe Terminal Services” means the payment processing services for transactions processed using a Stripe Terminal Product, together with other services and features that are specific to the Stripe Terminal product offering as described in the Stripe Terminal Documentation, the Stripe website, or other information provided by Stripe.

1.16 “Terminal Device Software” has the meaning given it in the Device EULA.

2. User Obligations.

2.1 General Obligations. For each Stripe Terminal Product that End User purchases from Seller, End User represents as of the date of purchase, and warrants during the period of time that it owns or controls that Stripe Terminal Product, that it will:

a. only purchase the Stripe Terminal Product for End User’s own use, and will not resell, rent, lease or distribute the Stripe Terminal Product to any third party, or allow any third party to use the Stripe Terminal Product;

b. ensure that its use of the Stripe Terminal Product in connection with the Stripe Services is in compliance with the terms of the Stripe Services Agreement;

c. ensure that only competent, trained employees (or persons under their supervision) are allowed to operate or use the Stripe Terminal Product and that adequate security measures are put in place to safeguard the Stripe Terminal Product, including data collected by and held on the Stripe Terminal Product;

d. if End User ships the Stripe Terminal Product, package the product appropriately and sufficiently to avoid damage caused in transit as a result of insufficient packaging;e. only use the Stripe Terminal Product for the purpose for which it is provided and in accordance with all relevant Stripe Terminal Documentation; andf. use the Stripe Terminal Product in compliance with all Laws, which may include domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, data-protection, anti-spam and false advertising.

2.2 Restrictions. For each Stripe Terminal Product that End User purchases from Seller, End User represents as of the date of purchase, and warrants during the period of time that it owns or controls that Stripe Terminal Product, that it will not, and will not allow any other person or entity to:

a. use the Stripe Terminal Product in any country other than the country to which that product was shipped by or on behalf of Seller, except as Seller otherwise expressly approves in writing;

b. if the Stripe Terminal Product is registered to a location, move the Stripe Terminal Product to a new location without registering the device to its new location and downloading the local device configuration;

c. represent, or use any technical measures in an attempt to represent, that the Stripe Terminal Product is located in a place other than its actual physical location;

d. use the Stripe Terminal Product to enable End User or any other person or entity to benefit from any activities expressly prohibited by Stripe, including those activities described in the Stripe Restricted Business List located at https://stripe.com/[country code]/restricted-businesses (where [country code] is the two letter code for the country to which the Stripe Terminal Product was shipped to End User by or on behalf of Seller);

e. use the Stripe Terminal Product for non-commercial use (including personal, family, or household use);

f. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Stripe Terminal Product, except as expressly permitted by applicable Laws;

g. work around any of the technical limitations implemented in the Stripe Terminal Product or enable functionality that is disabled or prohibited;

h. reverse engineer or attempt to reverse engineer the Stripe Terminal Product except as expressly permitted by Laws;

i. perform or attempt to perform any action that would interfere with the normal operation of the Stripe Terminal Product;

j. use the Stripe Terminal Product, directly or indirectly, in any fraudulent or potentially fraudulent manner; or

k. ship the Stripe Terminal Product outside of the country to which the product was shipped to End User by or on behalf of Seller.

3. Unauthorized or Illegal Use. If Stripe or Seller suspects or knows that any Stripe Terminal Product is used (a) for unauthorized, fraudulent, or any other illegal purpose, or (b) in a manner that exposes End User, Seller, Stripe, or others to risks unacceptable to Seller, then Stripe or Seller, as applicable, may limit or disable the functionality of the Stripe Terminal Product until End User demonstrates to Stripe’s or Seller’s, as applicable, reasonable satisfaction that Seller’s suspicion was unfounded, or End User provides Stripe or Seller, as applicable, with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.

4. Ownership. As between End User on the one hand and Stripe and its Affiliates on the other hand, End User agrees that Stripe and its Affiliates and licensors exclusively own all rights, title and interest, including all IP Rights worldwide (whether registered or unregistered and including rights to use), in and to the Stripe Terminal Products, including all modifications and improvements to the Stripe Terminal Products. 

5. Terminal Device Software. Notwithstanding anything to the contrary in these End User Terms:

(a) the Terminal Device Software is licensed under the Device EULA, not sold by Seller under the End User Purchase Agreement; and

(b) no ownership rights in the Terminal Device Software are transferred to End User under the End User Purchase Agreement.