Subscription Orchestration Terms 

These Subscription Orchestration Terms sets out the terms that govern Client's use of Piano Activation's subscription platform ("Subscription Orchestration"). It is subject to the Master Services Agreement or other applicable agreement between Client and Piano governing the provision and use of Piano Activation ("Agreement"). All capitalized terms not defined in these terms shall have the meanings given in the Agreement.

1. Use of Subscription Orchestration

1.1 Third‑Party Services. Client acknowledges that Piano Activation’s subscription platform (“Subscription Orchestration”) is provided by Stripe, Inc. and/or its Affiliates (collectively, “Stripe”). Client’s use of Subscription Orchestration is subject to Stripe’s then‑current terms and policies, including its Services Agreement located at https://stripe.com/legal/ssa and Privacy Policy located at https://stripe.com/en-de/privacy (collectively, the "Stripe Terms").  By using Subscription Orchestration, Client agrees to be bound by the Stripe Terms.

1.2 Client Bank Account. Client must designate one Client Bank Account in connection with Subscription Orchestration. Client must not grant or assign any lien on or interest in funds related to its use of Subscription Orchestration to any third party. 

1.3 Business Use Only. Client may only use Subscription Orchestration for legitimate business purposes and in compliance with all applicable laws. Client may not use Subscription Orchestration related to any activity that is fraudulent, deceptive or harmful, or in breach of this Agreement.

1.4 Restricted Business. Client must not use Subscription Orchestration to conduct a Restricted Business or transact with any Restricted Business. 

2. Compliance and Information Obligations.

2.1 Client Information. Upon request, Client must promptly provide to Piano, or at Piano’s election, to Stripe, all information reasonably required by Piano to comply with its obligations to Stripe including, without limitation, information about Client’s: (i) beneficial ownership, (ii) financial situation; and (iii) regulatory compliance.  Client acknowledges that Stripe may refuse Client’s access to Subscription Orchestration or limit its functionality until Stripe is satisfied that it has received sufficient information about Client. 

2.2 Suspension Rights. Stripe may suspend its provision of Subscription Orchestration if: 

(a) Client fails to timely respond to Stripe or Piano’s request for information set forth in Section 2.1;

(b) Client’s use of Subscription Orchestration creates or is likely to create a security, fraud, legal, contractual, compliance, reputational, financial, stability or reliability risk for Piano or for Stripe;

(c) Client’s use of Subscription Orchestration:

(i) increases, or is reasonably likely to increase, the rate of fraud Stripe observes,

(ii) degrades, or is reasonably likely to degrade, the security, privacy, stability or reliability of Subscription Orchestration or any third party’s system; or

(iii) enables or facilitates illegal transactions.

(d) Piano may only exercise its suspension rights set forth in Section 2.2 if for the duration and to the extent it believes is reasonably necessary and until Client remediates the cause of suspension. Piano will endeavor to notify Client of (i) potential suspension; or (ii) Client activity warranting suspension. Piano will also endeavor to give Client a reasonable period to remediate the cause of suspension. 

2.3 Assessed Fines. Client is responsible for all Assessed Fines and must reimburse Piano for its payment of Assessed Fines except to the extent the Assessed Fines result from Piano’s breach of applicable law, the Agreement, or Financial Services Terms, or negligence. 

2.4 Accuracy. Client represents and warrants that all information provided hereunder is true, accurate, and complete and shall promptly notify Piano of any changes. 

2.5 Information Updates. Client must promptly notify Piano, and provide to Piano, updated information if: (a) Client experiences a Change of Control; (b) Client experiences or will experience a material adverse change in its business or financial condition where such change materially affects Client’s relationship with Piano or its ability to perform its obligations under any agreements with Piano, or anticipates that it is reasonably likely to experience a material change in Client’s business or financial condition where such change materially affects Client’s relationship with Piano or its ability to perform its obligations under any agreements with Piano; (c) the regulatory status of the business for which Client is using Subscription Orchestration, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a government authority has notified Client that its business is the subject of an active investigation. 

2.6 Changes to Business Activity. If Client wishes to use Subscription Orchestration in connection with a different business activity or category of good or service, Client must notify Piano and seek its consent. Client must not use Subscription Orchestration with such new business activity or category until and unless it receives Piano’s consent. 

2.7 Documentation and Financial Partners. During the Term, Client’s use of Subscription Orchestration must comply with the Documentation and the Financial Services Terms and must not engage in any activity that a Financial Partner identifies as damaging to its brand. 

3. Privacy and Data Use.

3.1 Privacy Policies. Client will make available a Privacy Policy that complies with applicable law. “Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses its Personal Data practices and commitments. 

3.2 Personal Data Disclosure. When Client provides Personal Data to Stripe, either directly or to Piano to pass on to Stripe, or authorizes Stripe, or Piano on Stripe’s behalf, to collect Personal Data, Client must procure that all necessary notices, rights and consents are provided to or obtained from its end-users and customers sufficient to enable the lawful collection and processing of the Personal Data. Client shall determine the content of such notices it provides to its end-users or customers in this regard, and remains solely responsible for the adequacy, clarity, and lawfulness of such notices and consents, in compliance with all applicable data protection laws.

3.3 Client Account Data. In addition to Section 3.2, Client authorizes Piano to share any Client Account Data with Stripe.

3.4 Personal Data Disclosure. When Client provides Personal Data to Stripe, either directly or to Piano to pass on to Stripe, or authorizes Stripe, or Piano on Stripe’s behalf, to collect Personal Data, Client must procure that all necessary notices, rights and consents are provided to or obtained from its end-users and customers sufficient to enable the lawful collection and processing of the Personal Data. Client shall determine the content of such notices it provides to its end-users or customers in this regard, and remains solely responsible for the adequacy, clarity, and lawfulness of such notices and consents, in compliance with all applicable data protection laws.

3.5 Data Processing Roles and Obligations. Stripe processes Personal Data either as a Data Processor on behalf of Client, or as a Joint Controller when providing certain services. 

3.6 Sub-processors and Data Transfers. Client consents to Stripe’s use of Sub-processors as detailed at stripe.com/service-providers/legal, and to cross-border transfers of Personal Data necessary to provide the services, including transfers to Stripe Inc. in the United States under appropriate safeguards.

4. Data Incidents.

4.1 Notification. If Client experiences a Data Incident, it shall notify Piano immediately. The notification shall describe in reasonable detail:

       (a) the type of Personal Data that was the subject of the Data Incident; 

(b) the categories and potential number of individuals or records affected (including their countries); and

(c) the status of Client’s investigation and current or planned remediation, and Client shall provide regular updates to Piano as its investigation progresses. 

5. Modifications.

Client acknowledges that Piano may modify its terms, policies, or requirements applicable to Subscription Orchestration as necessary to comply with changes to law, financial partner requirements, changes mandated by Stripe, changes to the Stripe Terms or other regulatory obligations. Piano may update these terms to reflect such changes, and such updates will become binding on Client upon notice. Where practicable, Piano will provide Client at least 30 days’ notice before such changes take effect. Piano will endeavor to ensure that any such modifications are reasonable, proportionate, and necessary to maintain compliance or service continuity. Continued use of Subscription Orchestration after the effective date of any change constitutes Client’s acceptance of the updated terms.

6. Limitation on Liability.

Client acknowledges that Stripe is solely responsible for the provision, operation, and security of Subscription Orchestration. Piano provides access to Subscription Orchestration solely as an intermediary and has no control over Stripe’s systems or services. Accordingly, Piano shall have no liability to Client, and shall provide no indemnity, for any loss, damage, cost, claim, or liability arising out of or relating to Subscription Orchestration, except to the extent caused by Piano’s own gross negligence, willful misconduct, or fraud.

7. Definitions.

“Account Data” means data about Client’s account associated with Subscription Orchestration and Activity which may include (i) Client information and Personal Data; and (ii) data that Client obtains via Subscription Orchestration, including (i) information relating to the Stripe API interactions; (ii) information Stripe uses for security or fraud prevention; and (iii) all aggregated information Stripe generates from Subscription Orchestration. 

“Activity” means any action taken on or related to Subscription Orchestration that Client initiates, submits or performs, through Subscription Orchestration. 

“Assessed Fines” means assessments, penalties, fines and fees imposed by government authorities or Financial Partners arising out of or relating to Client’s use of Stripe Billing. 

“Client Bank Account” means a bank or other financial institution account Client identifies to Stripe or Piano 

“Data Incident” means an unauthorized or unlawful processing, use, access loss, disclosure, destruction or alteration of Personal Data in a party’s or its Affiliates, or a party’s or its Affiliate’s subcontractor’s, agent’s or representative’s possession or control. 

“Documentation” means the sample code, instructions, requirements and other documentation available on Stripe’s websites, the first page of which is located at https://stripe.com/docs.

“Financial Partner” means an entity that provides financial services and with which Stripe or its Affiliate interacts to provide Subscription Orchestration 

“Financial Services Terms” means (a) the rules and terms a Financial Partner specifies that apply to that entity’s services; and (b) PCI-DSS and PCI-SSF, including successor standards (if any).

“PCI-DSS” means the Payment Card Industry Data Security Standards.

“PCI-SSF” means the Payment Card Industry Software Security Framework.  

“Restricted Business” means any category of business or business practice for which Subscription Orchestration cannot be used, as identified on the Stripe Restricted Business List located at https://stripe.com/en-mx/legal/restricted-businesses.