Covetrus Payments powered by Stripe Terms of Service

I. COVETRUS PAYMENTS POWERED BY STRIPE SERVICE TERMS

These terms and conditions (the “Payment Service Terms”) govern your (“you,” “your” or “Client”) use of the Covetrus Payments Powered by Stripe Service (“Stripe Service”). These Payment Service Terms are supplemental to the Covetrus Terms of Service – Covetrus (“Covetrus Terms of Service”). Capitalized terms not defined in these Payment Service Terms have the meanings given in the Covetrus Terms of Service. Except as otherwise set out herein, in the event of a conflict between these Payment Service Terms and the Covetrus Terms of Service, these Payment Service Terms shall prevail.

1. Introduction. The Covetrus Payments Powered by Stripe Service is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with Stripe, Inc., a third-party payment processor on behalf of Covetrus, as further detailed herein. You hereby appoint us as your agent to deliver information and instructions on your behalf to Stripe, Inc. Covetrus is not a financial institution but rather a supplier of the Stripe Service, as further elaborated in these Payment Service Terms. By accepting these Payment Service Terms, you are also accepting and agreeing to be bound by the Processor Terms (as defined in Section 3 below), which constitute the legal agreement between you and Stripe. Covetrus reserves the right to collect certain additional information from you as necessary to provide the Stripe Service. Client agrees to provide all requested information to Covetrus promptly and acknowledge that they may not access or use the Stripe Service until such information is provided.

2. Stripe Payments Service Features

a) If you register for or use the Stripe Service, Covetrus will be able to process card payments through your Stripe account, process refunds, and enable your customers to electronically process their payments. Covetrus will also store and manage end-user cards, allow you to view transactions, deliver automated receipts, and receive notifications of payment disputes.

b)Business Purposes:The Stripe Service may only be used for business purposes. You agree not to use the Stripe Service for personal, household, or family purposes.

3. Payment Processor. The Stripe Service is provided by Stripe, Inc. as the payment processor (“Stripe” or the “Processor”), on the terms of Stripe’s standard agreement(s) as further set forth in Section 4 below (“Processor Terms”).

4. Processor Terms and Payment Terms

a)Stripe Terms:In order to use the Stripe Service, you must first agree to the Stripe Connected Account Agreement (available at https://stripe.com/legal/connect-account) and any other applicable Stripe terms as determined by Stripe (“Stripe Terms”), all of which are hereby incorporated by reference into these Payment Service Terms. By ordering, registering for, or using the Stripe Service, you represent and warrant that you have read the Stripe Terms and agree to be bound by them. You agree to pay all fees associated with the Stripe Service.

5. Registration & Payment Information

a)Accuracy of Information:You are responsible for all information provided in connection with registering for and using the Stripe Service. You represent and warrant that you are providing true, accurate, and complete information to Covetrus and shall indemnify Covetrus for any losses arising from your failure to provide accurate information.

b)User Authorization:By subscribing to or enabling the Stripe Service, you authorize Covetrus to collect and process payment information and data for the purposes of providing the Stripe Service.

c)Customer Consents:It is your responsibility to obtain customer consent for each transaction or recurring billing in compliance with applicable legal requirements and card network rules.

d)External Deposit Account:You must provide Covetrus with account information for an external deposit account owned by you to use the Stripe Service. You agree to promptly notify Covetrus of any changes to your external deposit account.

6. Termand Termination. These Payment Service Terms are effective upon the date you agree to it (by electronically indicating acceptance) and continue for a period of 36 months (“Initial Term”). Following the end of the Initial Term, these Payment Service Terms renew for periods of twelve (12) months (each a “Renewal Term”). Either you or Covetrus may terminate these Payment Service Terms at any time, for convenience and without cause, upon thirty (30) days’ written notice to the other party. If you terminate these Payment Service Terms before the end of the Initial Term, including for convenience and otherwise without cause, you agree to pay an early termination fee of an amount equal to the greater of: (a) $495.00; or (b) the monetary amount and/or monetary value (e.g., free equipment) received from Covetrus in connection with any Stripe Service enrollment promotion. You agree that the early termination fee is not a penalty, but rather is reasonable in light of the financial harm caused by your early termination. Notwithstanding the above, no early termination fee will be charged to the extent it is prohibited by applicable laws.

7. User Covenants. You agree to comply with all applicable laws and regulations and to refrain from using the Stripe Service for personal, illegal, deceptive, or fraudulent activities. Covetrus reserves the right to suspend or terminate your account if there is suspicion of fraudulent or illegal activities.

8. Authorization to Charge Payment Methods on File. You authorize Covetrus to charge any payment method on file for you to cover any losses incurred related to transactions or other obligations under these Payment Service Terms.

9. Payment-Related Issues

a)Chargebacks; Account Balance Issues & Refund Functionality:You are solely responsible for chargebacks and account balance issues, including refunds.

b)Negative Account Balances & Repayment Plans:Negative account balances constitute a debt owed to Covetrus. You may be required to enter a repayment plan agreement.

c)Payment Disputes:Covetrus is not liable for payment disputes between you and your customers.

10. Covetrus Limitation of Liability. Covetrus disclaims all liability for technical issues, unauthorized access, or any other damages arising from the Processor’s platform. Covetrus cannot guarantee customer transaction completion.

1. As used in these Stripe Terminal Terms:
   1. “Client” means the party agreeing to these Stripe Terminals Terms with Company, and is a person or entity that uses a Stripe Terminal Product that Company sells or distributes.
   2. “Company” means Covetrus, Inc., Covetrus Software Services, LLC and any other Company affiliates involved in the sale of the Stripe Terminal Product or provision of Stripe Services.
   3. “Covetrus Documentation” means the resources and documentation that Company makes available to Client regarding the Stripe Terminal Product.
   4. “Device EULA” means the end user Software License Agreement, available at https://stripe.com/legal/terminal-device-eula.
   5. “Documentation” means, collectively, the Stripe Terminal Documentation and the Covetrus Documentation.
   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.
   7. “IP Rights” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights.
   8. “Laws” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.
   9. “Stripe” means Stripe, Inc.
   10. “Stripe Services” means payment processing and other business services that are offered by Stripe, including Stripe Terminal Services.
   11. “Stripe Connected Account Agreement” means the agreement(s) under which Stripe provides Stripe Services to Client, available at https://stripe.com/legal/connect-account.
   12. “Stripe Terminal Documentation” means the resources and documentation that Stripe makes available, directly or through Company, to Client, including the Documentation (as defined in the Stripe Services Agreement, available at https://stripe.com/legal/ssa).
   13. “Stripe Terminal Product” means a Stripe hardware product, instrument or piece of Stripe equipment that Client purchases or otherwise receives from Company, 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.
   14. “Stripe Terminal Purchase Terms” means the agreement that applies to the purchase or receipt of Stripe Terminal Products (as defined therein), including the Stripe Terminal Product, available at https://stripe.com/legal/terminal-purchase.
   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.
   16. “Terminal Device Software” has the meaning given it in the Device EULA.

2. ORDER TERMS. Except as provided herein, the Stripe Terminal Product is a third-party offering made available by Stripe. In addition to the terms contained herein, if you purchase or otherwise receive a Stripe Terminal Product, you also agree to the Stripe Terminal Purchase Terms, the Stripe Connected Account Agreement, and the Device EULA.

3. LIMITED WARRANTY.Covetrus provides a one-year limited warranty against defective materials and faulty workmanship in a Stripe Terminal Product. The warranty period starts on the date of your original purchase of the Stripe Terminal Product from Covetrus, and ends one year after that date. If you submit a claim during this warranty period that is within the scope of the limited warranty, and you follow our instructions for returning the Stripe Terminal Product, we will at our option, to the extent permitted by applicable Laws, either repair the Stripe Terminal Product, replace the Stripe Terminal Product, or refund to you all or part of the purchase price of the Stripe Terminal Product. This limited warranty applies only to unaltered hardware components of the Stripe Terminal Products that are used in accordance with these Stripe Terminals Terms and not subject to accident, misuse, or neglect. This limited warranty gives you specific rights and is personal to you. You may not transfer this warranty to any other person. You may have additional rights under applicable Laws, and this limited warranty does not affect those rights. To make a warranty claim, please contact Covetrus Support at https://software.covetrus.com/help.

4. USER OBLIGATIONS.
   1. General Obligations.For each Stripe Terminal Product that Client purchases or otherwise receives from Company, Client represents as of the date of receipt, and warrants during the period of time that it owns or controls that Stripe Terminal Product, that it will:
      1. only purchase or otherwise request the Stripe Terminal Product for Client’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;
      2. 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;
      3. 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;
      4. if Client ships the Stripe Terminal Product, package the product appropriately and sufficiently to avoid damage caused in transit as a result of insufficient packaging;
      5. only use the Stripe Terminal Product for the purpose for which it is provided and in accordance with all relevant Stripe Terminal Documentation; and
      6. 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.

1. For each Stripe Terminal Product that Client purchases or otherwise receives from Company, Client represents as of the date of receipt, 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:
   1. use the Stripe Terminal Product in any country other than the country to which that product was shipped by or on behalf of Company, except as Company otherwise expressly approves in writing;
   2. 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;
   3. 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;
   4. use the Stripe Terminal Product to enable Client 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 Client by or on behalf of Company);
   5. use the Stripe Terminal Product for non-commercial use (including personal, family, or household use);
   6. 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;
   7. work around any of the technical limitations implemented in the Stripe Terminal Product or enable functionality that is disabled or prohibited;
   8. reverse engineer or attempt to reverse engineer the Stripe Terminal Product except as expressly permitted by Laws;
   9. perform or attempt to perform any action that would interfere with the normal operation of the Stripe Terminal Product;
   10. use the Stripe Terminal Product, directly or indirectly, in any fraudulent or potentially fraudulent manner; or
   11. ship the Stripe Terminal Product outside of the country to which the product was shipped to Client by or on behalf of Company.

5. UNAUTHORIZED OR ILLEGAL USE.If Stripe or Company 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 Client, Company, Stripe, or others to risks unacceptable to Company, then Stripe or Company, as applicable, may limit or disable the functionality of the Stripe Terminal Product until Client demonstrates to Stripe’s or Company’s, as applicable, reasonable satisfaction that Company’s suspicion was unfounded, or Client provides Stripe or Company, as applicable, with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.

6. As between Client on the one hand and Stripe on the other hand, Client agrees that Stripe and its 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.

7. TERMINAL DEVICE SOFTWARE.Notwithstanding anything to the contrary in these Covetrus Terminal Terms: (a) the Terminal Device Software is licensed under the Device EULA, not sold by Company under these Covetrus Terminal Terms; and (b) no ownership rights in the Terminal Device Software are transferred to Client under these Covetrus Terminal Terms.