Under what circumstances does Stripe's obligation to defend against IP claims NOT apply to Bonchon?

According to Bonchon's 2025 Franchise Disclosure Document, Stripe's obligation to defend against IP claims does not apply if the allegations do not specify that the Stripe Technology, Services, or Mark of a Stripe Entity is the basis of the IP Claim. Additionally, Stripe is not obligated to defend Bonchon against IP claims under the following circumstances: (i) if the Stripe Technology or Services are used in combination with software, hardware, data, or processes not provided by Stripe; (ii) if Bonchon fails to implement, maintain, and use the Stripe Technology or Services in accordance with the Documentation and the Agreement; (iii) if Bonchon breaches the Agreement; or (iv) if Bonchon demonstrates negligence, fraud, or willful misconduct.

In practical terms, this means that Bonchon franchisees must adhere strictly to Stripe's documentation and agreement terms when using Stripe's technology and services. Any deviation from these terms, such as integrating Stripe's services with non-approved software or failing to maintain the services as instructed, could void Stripe's obligation to defend Bonchon against intellectual property claims. This underscores the importance of proper training and diligent adherence to the specified protocols for using Stripe's technology.

Furthermore, Bonchon franchisees should be aware that any breach of their agreement with Stripe or any actions characterized as negligence, fraud, or willful misconduct could also negate Stripe's responsibility to defend against IP claims. This highlights the need for franchisees to operate with integrity and in full compliance with all contractual obligations. Franchisees should ensure they have a clear understanding of their responsibilities and the potential consequences of non-compliance to avoid jeopardizing their protection against IP claims.

In summary, while Stripe provides a defense against IP claims under normal circumstances, Bonchon franchisees must ensure they use Stripe's technology and services as directed, adhere to all agreement terms, and avoid any actions that could be construed as a breach of contract or misconduct. Failure to do so could leave the franchisee vulnerable to legal action without the support of Stripe's defense and indemnification.