Stripe Atlas is a program designed to support global entrepreneurs by facilitating access to the building blocks of a business, including: (i) creation of a U.S. business entity by business formation partners we may designate from time to time (each an “Incorporation Service”), (ii) establishment of a U.S. bank account (“Deposit Account”) with such banks that we may designate from time to time (each a “Bank”), (iii) payment processing services provided through Stripe, Inc., (iv) access to U.S. tax and legal information from such partners that we may designate from time to time (“Tax Partners” and “Legal Partners”, respectively), and (v) other services and tools, including tools provided by us and by third parties as the Stripe Atlas program’s network of partners and collaborators grows over time. The third parties described above are collectively referred to in this Agreement as “Service Providers”.

General terms

This Stripe Atlas Agreement (“Agreement”) is a contract between the legal entity formed pursuant to your participation in Stripe Atlas (“Legal Entity”), as well as the founders and promoters of such entity each in their individual capacity (collectively, “Founder”), and Stripe GEP, Inc. (“we”, “our”, or “us”). Each Founder is a party to this Agreement from the time the Stripe Atlas application is submitted, and Legal Entity is a party to this Agreement from the time it is formed. As used in this Agreement, the terms “you”, “your”, and “user” refer collectively to Founder and Legal Entity. Your obligations in this Agreement are joint and several among the Legal Entity and Founder.

As used in this Agreement, the term “Stripe Atlas Service” means the services provided by us through our collaboration with the Service Providers as described in this Agreement, the documentation provided on the Stripe Atlas website, the Dashboard, the Stripe Atlas documentation, and in any communications sent to you by Stripe (collectively, “Stripe Atlas Documentation”).

By completing the Stripe Atlas application and/or using the Stripe Atlas Service, you acknowledge and agree that the Stripe Atlas Service is for commercial purposes only and you will not use the Stripe Atlas Service for personal, family, or household use.

The person executing this Agreement on your behalf represents that they are 18 years of age or older, that all the information provided to us is accurate and complete, and that they are authorized to agree to this Agreement on your behalf. Once incorporated, Legal Entity must expressly accept and assume all rights and obligations under this Agreement through a duly adopted resolution of its board of directors or in another manner reasonably acceptable to us.

1. Relationship to Other Agreements

Use of the Stripe Atlas Service binds you to this Agreement, and to any updates or modifications to each we may make from time to time. This Agreement governs your use of the Stripe Atlas Service, and the Stripe Services Agreement (“Services Agreement”) applies to and governs any services that you may use that are provided by Stripe, Inc., including payment processing services.

The Services Agreement and this Agreement are separate agreements. However, certain provisions of the Services Agreement are incorporated into this Agreement by reference. To the extent that there is a conflict between the incorporated provisions of the Services Agreement and the provisions of this Agreement, this Agreement will prevail. Any capitalized terms that are used but not defined in this Agreement have the meanings given in the Services Agreement. References to “Stripe” in the incorporated provisions or definitions will be deemed to be references to us, and references to “user” in the incorporated provisions and definitions will be deemed to be references to you.

2. The Stripe Atlas Service and Service Providers

a. Overview: The Stripe Atlas Service is an online platform that enables accepted users to access Service Providers who may be able to assist with: (i) the formation and operation of a business entity, (ii) payment processing services provided through Stripe, Inc., (iii) if selected, the application for and creation of a Deposit Account, (iv) information about the U.S. tax and legal systems, and (v) any additional services that we may decide to provide from time to time as described through the Stripe Atlas Documentation.

b. Information Required: Founder will complete an application (“Stripe Atlas Application”) requesting information necessary to apply for a Stripe Atlas account, and, if selected, a Deposit Account. You represent and warrant to us that all information that you provide to us in the Stripe Atlas Application and otherwise is truthful, correct, and complete.

More specifically, you must provide, and we will collect, detailed information about your business, that may include but is not limited to: (i) details on your product, business model, and flow of funds, (ii) personal information about each of your representatives and beneficial owners, and (iii) business information for both any newly formed U.S. entity as well as any U.S. or foreign parent entity including legal name, address, tax identification number, and constituent documents. We may also collect financial and operational information about your business for the purpose of filing a BE-13 Claim for Exemption (Survey of New Foreign Direct Investment in the United States) with the U.S. Department of Commerce Bureau of Economic Analysis.

We will attempt to verify the information you provide using various programmatic and manual methods of review. This may include verification of personal identification and beneficial ownership, denied persons or parties checks, and other efforts to verify the legitimacy of business entities who are beneficial owners.

We are required to comply with laws, rules and regulations (“Laws”) intended to help prevent the funding of terrorism and money laundering activities. These Laws require all financial institutions to obtain, verify, and record information that identifies businesses and persons to whom we provide services.

The information you provide to us in the Stripe Atlas Application, including your name, address, date of birth, and other information, allows us to identify you. All or portions of this information may also be provided to the Bank if you choose to establish a Deposit Account. We may use information about you to facilitate the opening process for your Stripe Atlas account, Stripe account and Deposit Account.

At any point and for any reason, we may require you to provide us with information related to our provision of the Stripe Atlas Service. We may use such information to verify your identity, the nature and ownership of your business, to evaluate the risk of doing business with you, or for other purposes related to the provision of the Stripe Atlas Service. You are responsible for ensuring that all information provided by you is accurate and complete.

Upon review of your Stripe Atlas Application or any related information, or at any time thereafter, we reserve the right, in our sole and absolute discretion, to choose not to provide any aspect of the Stripe Atlas Service to you. You will have no recourse, and we will have no liability, if upon evaluation of your Stripe Atlas Application or any related information, or at any time thereafter, either we or any Service Providers, or our partners or collaborators in Stripe Atlas decline to do business with you.

c. Entity Formation; Registered Agent: When your Stripe Atlas Application has been approved and you have signed the documents required to set up the Legal Entity, the Incorporation Service will form a Delaware entity based on the information provided in your Stripe Atlas Application. You understand and agree that, in order to streamline the process to form the Legal Entity, the packet of documents that will be sent to you for signatures to setup the company may be sent to all of the individuals who need to sign all such documents. Each recipient will be able to see the full contents of such documents, which may include the equity holdings of each stakeholder, the positions within the Legal Entity of each stakeholder, the social security number and/or individual tax identification number of a stakeholder, and other potentially sensitive information.

As part of the Stripe Atlas Service, you authorize the Delaware registered agent designated by us from time to time to serve as your Delaware registered agent (“Registered Agent”) when the Legal Entity is formed. We will notify you of the identity of the Registered Agent and, prior to forming the Legal Entity, you may be required to accept the terms of service and any related agreements with the Registered Agent and/or Incorporation Service. Further, as a requirement for your continued use of the Stripe Atlas Service, we may require that you work with a new Registered Agent, and you may be required to accept the terms of service and any related agreements with the Registered Agent, after forming the Legal Entity. Such terms of service and any related agreements will govern the relationship between you and the Registered Agent and/or Incorporation Service. You are solely and exclusively responsible for updating your address, contact, and other business information with the Registered Agent through your Stripe Atlas account or by contacting us.

The Registered Agent services may automatically renew, and you are obliged to pay any such renewal fees for any renewal period. You may cancel the Registered Agent’s appointment at any time by providing us with at least 30 days advance notice prior to the date of renewal to [email protected]. However, if you exercise this cancellation right, the Registered Agent may remain your registered agent until you appoint a new registered agent, and you will be responsible for the Registered Agent’s fees until such time as this occurs. If your entity is dissolved, either voluntarily or involuntarily, it is your responsibility to notify us of this dissolution so that we may inform the Registered Agent of this fact. If you cancel the Registered Agent’s appointment, or the appointment is otherwise terminated, you will not be entitled to a refund for any prepaid fees, including fees for the time period between cancellation or termination and the appointment of a new registered agent. If you do not make full payment when due, your Registered Agent services may be terminated. You agree to bear any risk and under no circumstances will we or the Registered Agent be liable or responsible for any damage or inconvenience caused or alleged to be caused by termination of the Registered Agent services.

d. Designated Incorporator: If your Stripe Atlas Application to form a corporation is accepted, we (or a designee of ours) may, but are not required to, serve as the Incorporator (as such term is used in the Delaware General Corporation Law, or “DGCL”) of the Legal Entity and you authorize us to execute the Certificate of Incorporation (as such term is used in the DGCL) for the Legal Entity and for the Incorporation Service to file the Certificate of Incorporation with the Delaware Secretary of State to formally create the Legal Entity. In the event that we, or our designee, serves as the Incorporator of the Legal Entity, after we receive the filed Certificate of Incorporation, you authorize us to execute an official action to (i) appoint the individuals you specified in your Stripe Atlas Application to the Board of Directors (as such term is used in the DGCL) of the Legal Entity and (ii) adopt the Bylaws (as such term is used in the DGCL) for the Legal Entity. After approval of the Stripe Atlas Application, we will provide you with the template Certificate of Incorporation, Bylaws, and official action of the Incorporator.

e. Stock issuance: If you choose to issue stock using the stock issuance tool made available to you as part of the Stripe Atlas Service, you will issue stock with a value of $0.00001 per share (equivalent to the par value that is set in the initial company formation documents). If your company’s value has increased, we strongly recommend that you consult a lawyer before proceeding, as this could have significant tax consequences. Examples of events that can cause an increase in a company’s value are raising funding or acquiring material assets. By proceeding, you confirm that you have either received independent legal advice on this issue, or that you understand the potential risks and have consciously chosen not to obtain such advice.

f. Bank Account: If you choose to establish a Deposit Account, you must provide the Bank with all requisite formation and constituent documents and all personal and tax identification information necessary to open and maintain a Deposit Account. You may provide the Bank with this information directly, or we may give you the option for you to direct us to provide this information to the Bank on your behalf. After this information is provided to the Bank, the Bank will review the application using its own criteria, including its prudential standards, anti-money laundering program, and other regulatory obligations. You must meet the Bank’s eligibility criteria before the Bank will open a Deposit Account for you. You acknowledge that the Bank may have separate documentation and disclosures for you to review and sign prior to opening a Deposit Account (“Deposit Agreement”).

You must direct any service or support questions relating to your Deposit Account to the Bank for resolution. You acknowledge that we are not responsible for any of your service or support questions relating to your Deposit Account.

g. Professional Information: As part of the Stripe Atlas Service, you will receive access to guides, information and documentation related to starting and running a business. Such materials may include guides prepared by Tax Partners, Legal Partners, and other partners and Service Providers, as well as the Stripe Atlas Documentation. You acknowledge that such materials are made available solely for informational and educational purposes and do not constitute tax or legal advice.

h. Stripe Atlas Forum: Users are invited to join the Stripe Atlas Forum. Your participation in the forum is subject to this Agreement and any other terms that are displayed on the forum.

i. New Services: Unless explicitly stated otherwise, any new features, communications, or services that change or add to the current Stripe Atlas Service are subject to this Agreement.

j. Limitations: You acknowledge, understand, and agree that: (i) we are not a law firm nor an accounting firm and as such we provide no legal, tax or accounting advice of any kind whatsoever, (ii) you alone are responsible for all corporate, tax, securities and other legal reporting, payment and compliance aspects of your personal and business activities, (iii) all information, forms, and materials provided through the Stripe Atlas Service are provided to you for informational and educational purposes only and do not constitute tax or legal advice, and (iv) none of the Stripe Atlas Documentation, website, Dashboard, Forum, or this Agreement is intended to create an attorney-client relationship, and if you communicate with us then your communication will not be subject to any attorney-client privilege. If you require legal advice at any time, you should consult with a licensed attorney.

k. Additional Limitations: The Stripe Atlas Service provides users with access to a collection of content and services. Content available through the Stripe Atlas Service may be supplied by third parties. Any opinions, advice, statements, services, offers, or other information that constitute part of the content expressed or made available by third parties, including Service Providers, are those of the authors or distributors and not of us or our affiliates or any of our officers, directors, employees or agents. We do not endorse and we are not responsible for the accuracy or reliability of any opinion, advice, submission, posting, or statement made through the Stripe Atlas Service. Under no circumstances will we, or our affiliates, be liable for any loss or damage caused by your reliance on any content or other information obtained through the Stripe Atlas Service. Further, you understand and agree that we are not a party to any agreement between you and any third party, including Service Providers, with whom you establish a relationship in connection with your use of the Stripe Atlas Service.

l. Compliance with Laws: You must comply with applicable Laws at all times, including the sanctions laws of the United States as administered by the Office of Foreign Asset Controls, and you must not use the Stripe Atlas Services in connection with any unlawful gambling, unlawful internet gambling, or other “restricted transactions” under the federal Unlawful Internet Gambling Enforcement Act of 2006 or any state laws.

3. Use of Data and Data Protection; Privacy

Protecting, securing, and maintaining the information processed and handled through the Stripe Atlas Service is one of our top priorities, and it should be yours, too. This section describes our respective obligations when handling and storing information connected with the Stripe Atlas Service. The Services Agreement provisions dealing with Data are incorporated into this Agreement.

a. General: You consent to our disclosure of the Data you provide to us including your name and address, and information about the transactions that you process through the Services to the Bank and other Service Providers, to facilitate providing the Stripe Atlas Services to you. You also consent to our, the Service Providers’, and the Bank’s use of Data provided to or collected by us as part of providing the Stripe Atlas Service for internal analyses and fraud monitoring, aggregated and anonymized reporting, and as permitted by the Services Agreement provisions dealing with Data (which incorporates the Stripe Privacy Policy).

b. Confidentiality: We will maintain User Data in our possession as your confidential information, and will only use such User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will maintain any Data you receive through the Stripe Atlas Services that is not User Data as our confidential information, may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Stripe Atlas Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data for marketing purposes unless it has received the express consent from a specific person to do so.

c. Privacy: Protection of Personal Data is very important to us. The Stripe Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

We may collect additional Data about you from Service Providers regarding your use of their services to enhance the Services we provide to you. The Data we may receive varies by provider and is controlled by that provider. The collection, sharing and use of Data by our Service Providers is governed by their respective privacy policies. Our use of Data we receive about you from Service Providers is governed by this Agreement and our Privacy Policy.

You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Stripe Atlas Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to us — or allow us to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect using cookies or other similar means.

We will comply with our obligations under applicable Laws if we become aware that we caused a loss, theft, or breach of Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact.

4. Service Fees

We provide the Stripe Atlas Service to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. These include one-time Fees for incorporation and related filing services and costs; and may include ongoing fees for maintaining your Registered Agent or for providing the Stripe Atlas Service. If we collect fees for services provided by Service Providers, our sole role is to collect and remit fees to these Service Providers. We do not assume any obligation with respect to the delivery of the relevant services. All fees charged by us will be reflected in your Dashboard or in communications sent to you by us, and you agree that we have the right to deduct fees from amounts processed for you, and, to the extent applicable, you agree to be bound by the NACHA rules for any such fees deducted via the ACH system. Fees for Services other than the Stripe Atlas Service (such as processing a payment) are charged separately. We may revise the Fees at any time.

If you do not understand the Fee Schedule or you have a question about Fees, please contact us.

5. Indemnification

You agree to defend, indemnify, and hold harmless us and the Service Providers, as well as the affiliates and respective employees and agents of each (each an “Indemnitee”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to: (i) your breach of any provision of this Agreement, (ii) any disputes between you and your customers or any other third party, (iii) your negligence, recklessness, or wrongful intentional acts, (iv) your contractual, or other, obligations between you and any third party, including any Service Provider, (v) any claim against us in our capacity (or our designee’s capacity) as Incorporator of the Legal Entity or (vi) your use of the Stripe Atlas Service in a manner that is illegal, violates applicable Laws, or is inconsistent with the Stripe Atlas Documentation.

6. Representations and Warranties

You represent and warrant to us that you will: (i) ensure that you comply with your obligations under this Agreement, (ii) comply with all Laws, and (iii) not use the Stripe Atlas Service in a manner that is illegal, or could be considered unfair or deceptive.

You may use the Stripe Atlas Service for the purposes described in this Agreement and in a manner consistent with the Stripe Atlas Documentation. Except as expressly stated to the contrary, no license, ownership or other interest is transferred under this Agreement.

Except as expressly provided in this Agreement, we provide the Stripe Atlas Service to you on an “as is” and “as available” basis, without any warranties, express implied, or statutory.

7. Limitations of Liability

We are not responsible for and disclaim all liability for your, your employees’, and your agents’: (i) acts or omissions in providing products or services to your customers, or accurately describing such products or services, (ii) compliance or failure to comply with applicable Laws and obligations related to your business, (iii) providing customer service, notifications, or receipts, handling refunds or consumer complaints, or taking other actions related to your business, and (iv) compliance with any contractual or other obligations between you and any third party, including any Service Provider.

In no event will any Indemnitee be liable for any lost profits or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, or in connection with, or relating to this Agreement, the Stripe Atlas Service, or any other Service, including the use of, inability to use, or unavailability of Services. Under no circumstances will any Indemnitee be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Stripe Atlas Service, other Services, or information that you provide.

The Indemnitees assume no liability or responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from use of the Stripe Atlas Service, to the maximum extent permitted by applicable Laws, (ii) unauthorized access to or use of third-party servers used in connection with the Stripe Atlas Service or any data stored therein, (iii) any interruption or cessation of the Stripe Atlas Service or other Services, (iv) any software bugs, viruses, Trojan horses, or other harmful code that may be transmitted to or through the services used to provide the Stripe Atlas Service or harmful code that may be transmitted to or through the services used to provide the Stripe Atlas Service, (v) errors, inaccuracies, or omissions of information, or any losses incurred, resulting from the use of the Stripe Atlas Service, (vi) information transmitted through the Stripe Atlas Service that is defamatory, offensive, or illegal, or (vii) the conduct of any third party.

Without limiting the foregoing provisions, the Indemnitees’ cumulative liability will be limited to direct damages and in all events will not exceed the aggregate amount of the fees paid by you for use of the Stripe Atlas Service during the three (3) month period immediately preceding the event giving rise to the claim for liability.

This Limitation of Liability section applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if the Indemnitees have been advised of the possibility of such damage.

8. Other General Legal Terms

a. Term, Termination, and the Effects of Termination: The term of this Agreement will begin when you submit your Stripe Atlas Application and will end when terminated by you or by us as described in this Agreement. We may terminate this Agreement or suspend your access to some or all of the Stripe Atlas Services (i) immediately, if you are in breach of this Agreement or the Services Agreement, if your Services Agreement is terminated, or if your Stripe account is suspended, (ii) upon 30 days’ notice for any reason, (iii) if your participation in Stripe Atlas or use of the Stripe Atlas Service presents, in our sole discretion, a heightened risk of legal or regulatory non-compliance or an unacceptable risk of harm to Stripe or a Service Provider, (iv) if you become the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, (v) upon the demand of the Bank or any other Service Provider, (vi) if you fail to provide any information we request to verify your identity, the nature and ownership of your business, or evaluate the risk of doing business with you, or (vii) if required to do so under court or legal order or as required by applicable Laws. Termination of this Agreement will not affect any continuing compliance obligations to which you may be subject including corporate filing, governance, and taxation obligations.

The sections of this Agreement that by their sense and context are intended to survive termination shall survive.

b. Dispute Resolution; Agreement to Arbitrate: The provisions of the Services Agreement governing dispute resolution are incorporated into this Agreement.

c. Right to Amend: We may amend this Agreement upon notice to you, which may be provided through email, the Dashboard, or our website. You agree that any changes to this Agreement will be binding on you upon notice. If you elect to not accept any changes to this Agreement, you must terminate this Agreement by providing notice to us. Failure to provide such notice or any continued use of the Stripe Atlas Services shall be deemed to be your affirmative consent to such changes.

d. Assignment: You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Stripe Atlas account or services to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. We may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

e. No Third Party Beneficiaries: This Agreement is not intended to and shall not be construed to give any third party any interest or rights (including any third party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

f. Entire Agreement: This Agreement constitutes the entire agreement between you and us with respect to the Stripe Atlas Service. This Agreement describes our entire liability to you and sets forth your exclusive remedies with respect to the Stripe Atlas Service. If any part of this Agreement is held to be invalid or unenforceable under applicable Laws, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Laws, and the remaining provisions will continue in full force and effect.

g. Construction; Waiver: No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.