Piano Subscriptions: Subscription Management + Billing (Stripe Billing) Terms
These Piano Subscriptions: Subscription Management + Billing (Stripe Billing) Terms sets out the terms that govern Client's use of Piano Subscription’s subscription and billing management platform, which may be labelled as either Piano Subscriptions, Piano VX, Piano Subscriptions: Subscription Management + Billing, Subscription Management + Billing or Stripe Billing in the relevant Order Form or Schedule between Piano and Client (hereafter collectively referred to as "Stripe Billing"). It is subject to the Master Services Agreement or other applicable agreement between Client and Piano governing the provision and use of Piano Subscriptions: Subscription Management + Billing (or by any other name hereinafter referred to as “Piano Subscriptions”) ("Agreement"). All capitalized terms not defined in these terms shall have the meanings given in the Agreement.
Use of Subscription Orchestration
1.1 Third Party Services. Client acknowledges that Stripe Billing is provided by Stripe, Inc. and/or its Affiliates (collectively, “Stripe”). Client’s use of Stripe Billing is subject to Stripe’s then current terms and policies, including the Stripe Connected Account Agreement located at https://stripe.com/legal/connect-account, which Stripe enters into directly with Client and which incorporates by reference Stripe's 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 agreeing to these Terms and using Stripe Billing, Client is considered to have enter into, and maintain in effect for so long as it uses Stripe Billing, a Connected Account Agreement with Stripe, and must not disconnect its Stripe account from Piano Subscriptions without Piano's prior written consent. Client acknowledges that Stripe may modify or terminate the Connected Account Agreement in accordance with its terms. The Connected Account Agreement governs the relationship between Client and Stripe.
1.2 Client Bank Account. Client must designate one Client Bank Account in connection with Stripe Billing. Client must not grant or assign any lien on or interest in funds related to its use of Stripe Billing to any third party.
1.3 Business Use Only. Client may only use Stripe Billing for legitimate business purposes and in compliance with all applicable laws. Client may not use Stripe Billing related to any activity that is fraudulent, deceptive or harmful, or in breach of this Agreement.
1.4 Restricted Business. Client must not use Stripe Billing to conduct a Restricted Business or transact with any Restricted Business.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 Stripe Billing 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 Stripe Billing 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 Stripe Billing 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 Stripe Billing:
(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 Stripe Billing 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 Stripe Billing, 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 Stripe Billing 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 Stripe Billing 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 Stripe Billing 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.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 Account Data and Activity. In addition to Section 3.2, Client authorizes Piano to access, use and share Account Data with Stripe as necessary to provide Stripe Billing and Piano Subscriptions, to operate and improve the Piano Subscriptions platform, and to comply with applicable law and the Stripe Terms.
3.4 Data Processing Roles and Obligations. In connection with Client's use of Stripe Billing, Piano processes Personal Data as a processor on behalf of Client (as controller), except that where Piano instructs Stripe to process Personal Data in performing Activity on Client's behalf, Piano acts as a controller for that processing as contemplated by the Connected Account Agreement. Stripe does not act as Piano's sub-processor in respect of Client's use of Stripe Billing; Stripe processes Personal Data as a processor directly for Client under the Connected Account Agreement. Separately, Stripe processes limited Personal Data as an independent controller solely for the purposes of identity verification (KYC), anti-money laundering, fraud prevention, regulatory compliance, and determining the routing of payment transactions, as described in the Stripe Terms. Each party will comply with applicable data protection laws in respect of such processing.
3.5 Sub-processors and Data Transfers. Stripe’s use of Sub-processors and Stripe's cross-border transfers of Personal Data are governed by the Connected Account Agreement directly between Client and Stripe, including the Stripe sub-processor list at stripe.com/service-providers/legal. Client consents to Piano's use of sub-processors as notified to Client under the Agreement, and to cross-border transfers of Personal Data necessary to provide Stripe Billing under appropriate safeguards.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.Modifications.
Client acknowledges that Piano may modify its terms, policies, or requirements applicable to Stripe Billing 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 Stripe Billing after the effective date of any change constitutes Client’s acceptance of the updated terms.Limitation on Liability.
Client acknowledges that Stripe is solely responsible for the provision, operation, and security of Stripe Billing. Piano provides access to Stripe Billing 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 Stripe Billing, except to the extent caused by Piano’s own gross negligence, willful misconduct, or fraud.Definitions.
“Account Data” means data about Client’s account associated with Stripe Billing and Activity which may include (i) Client information and Personal Data; and (ii) data that Client obtains via Stripe Billing, 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 Stripe Billing.
“Activity” means any action taken on or related to Stripe Billing that Client initiates, submits or performs, through Stripe Billing.
“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 Stripe Billing
“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 Stripe Billing cannot be used, as identified on the Stripe Restricted Business List located at https://stripe.com/en-mx/legal/restricted-businesses.
