a. Transaction and Activity Limits; Application and License
You may only use HubSpot Payments for business purposes in connection with the business identified by you in your HubSpot Payments application. You may not use it for personal, family, or household purposes, or in connection with any other business.
We reserve the right to establish limits on the number or dollar volume of Transactions you may submit and impose other HubSpot Payments Account activity limits. These may be aggregate limits (e.g., a limit on the number or dollar volume of Transactions permissible at any given time) or velocity limits (e.g., a limit on the number or dollar volume of Transactions in a given day or other period). We will make reasonable efforts to notify you by email or other reasonable means (determined by us in our discretion) if your limits decrease, but you agree that we may impose and adjust these limits in our discretion, and are not required to notify you of limits we have established.
In order to use HubSpot Payments, you must apply to use HubSpot Payments via your HubSpot Account. As further described below, we will review all applications to determine your eligibility to use HubSpot Payments. We and the Payment Processor may reject or approve your application to use HubSpot Payments at any time, for any reason or for no reason, in our sole and absolute discretion.
You may request or may be approved for certain Transaction volume and activity limits. If you attempt to initiate Transactions outside your approved limits we reserve the right to reject the Transaction(s) and/or instruct the Payment Processor to hold the payout of such Transaction(s) for up to one-hundred and eighty (180) days from the date of the last Transaction processed under your terms with your customer, plus the period of any warranty, guarantee, and/or return policy on goods and/or services sold. We may request, and you shall provide us with, additional information (including but not limited to financial or business information) regarding your business. Failure to provide such information may result in us suspending or terminating your ability to use HubSpot Payments, changes to your Transaction limits, or changes to your Payout Schedule (as defined in the Processor Terms).
Upon approval of your application to use HubSpot Payments, we grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the HubSpot Payments. This license shall terminate upon the earliest of (i) the termination of your use of HubSpot Payments; (ii) termination of this Agreement, (iii) termination of the Processor Terms; or (iv) termination of your HubSpot Account as per the ToS. Neither this license nor any other part of this Agreement shall grant to you any rights in HubSpot Payments or any other intellectual property rights, except for the limited license described herein.
You are required to comply with all applicable laws, rules, and regulations in connection with your use of HubSpot Payments (including but not limited to those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). Additionally, in conjunction with the requirements and restrictions our HubSpot Acceptable Use Policy (“AUP”) you shall not: (i) permit any third party to access to HubSpot Payments except as permitted in this Agreement; (ii) create derivative works based on HubSpot Payments; (iii) copy, frame or mirror any part of the content of HubSpot Payments other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any part of HubSpot Payments; (v) use HubSpot Payments in a manner which violates applicable laws or regulations; (vi) circumvent or exceed the Transaction and activity limits we set, including but not limited to those listed in our Product and Services Catalog, (vii) allow a customer to use a Payment Method directly or indirectly to obtain cash advances (including, e.g., by providing cash refunds for purchases paid by credit card, except to the extent permitted by applicable Payment Network Rules); (viii) submit any Transaction for processing that does not arise from the sale of your goods or services to a customer; (ix) act as a payment intermediary or aggregator or otherwise resell HubSpot Payments to or on behalf of any third party; (x) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (xi) use HubSpot Payments in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or (xii) collect sensitive payment information from your customers orally or by phone.
You further agree not to permit any unauthorized third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from HubSpot Payments via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer or assign any rights granted to you under this Agreement; (v) work around any of the technical limitations of HubSpot Payments; or (vi) use any tool to enable features or functionalities that are otherwise disabled in HubSpot Payments.
Additionally, you shall not submit directly or indirectly any Transaction which: (i) you know or should know is fraudulent, illegal, or not authorized; (ii) is outside the the normal course of your business (as described in the HubSpot Payments application you submitted to us); or (iii) may be self-serving and/or not related to your business.
c. Your Customers
You will not impose any fee or surcharge on a customer for using a particular Payment Method if such fee or surcharge is prohibited by applicable law, Payment Network Rules, or the Processor Terms. HubSpot Payments will automatically render a customer receipt for each Transaction; however, it is up to you to ensure that you provide an informational slip, invoice, or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law or regulation.
It is your responsibility to obtain your customers’ consent and authorization to be billed for each Transaction (or, as the case may be, on a recurring basis) in compliance with applicable law and the applicable Payment Network Rules. You will also comply with all rules, regulations, and industry best practice guides (including but not limited to NACHA best practices) regarding payments and recurring payments. You will provide your customers with cancellation rights for authorized Transactions (including but not limited to recurring Transactions) to the extent required by applicable law, Payment Network Rules, or the Processor Terms. We, at our sole discretion, may provide you with assistance with this compliance, such as obtaining your customers’ consent and authorization. We do not assume any liability for our role or assistance with compliance requirements you are subject to and responsible for under applicable law.
d. Data Security and Privacy
i) Data privacy
You also acknowledge that the Payment Processor is required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard (“MATCH List”) maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules.
We collect information about your Transactions including:
- Your customer’s name and company name
- Email address of your customers
- Card details such as tokenized card number, expiration date, name on card, country, and zip code
- Bank account details- tokenized account number and routing number
- Billing address and shipping address
By using HubSpot Payments, you agree that HubSpot may use information about your Transactions for its own internal purposes, including but not limited to product improvement and product development. The Payment Processor collects information about your Transactions as well. For more information about the Payment Processor’s data practices, please see the Processor Terms.
You are solely responsible for disclosing to your customers that we will collect and process their data by providing HubSpot Payments to you, and that we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.
If you receive information about others through the use of HubSpot Payments, you must keep such information secure and only use it in connection with your use of HubSpot Payments.
ii) HubSpot Data Protection
Please see HubSpot’s Data Processing Agreement (Annex 2) for information on how we protect and secure your data.
iii) Your Data Security
You agree to comply with all applicable laws, regulations, and rules in connection with your use of HubSpot Payments. Without limiting the generality of the foregoing, you agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to immediately provide us with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request and as applicable. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules.
e. Suspicion of Unauthorized or Illegal Use
We reserve the right not to proceed with any Transaction you submit that we believe violates this Agreement, or that may expose you, us, the Payment Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud or other criminal or prohibited acts. By using HubSpot Payments you are hereby granting us authorization to share information with law enforcement or regulatory authorities about you, your Transactions, or your HubSpot Payments Account.
f. Payment Network Rules
The Payment Networks have established the Payment Network Rules, and you are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, Discover, and American Express are available on the Internet at the following links: Visa, MasterCard, Discover, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. We reserve the right to change this Agreement at any time, without prior notice to you, as may be necessary to comply with the Payment Network Rules or otherwise.
g. Disclosures and Notices
You agree that we can provide disclosures and notices, including tax forms, regarding HubSpot Payments to you by (at our sole option) mailing or emailing such notices to you according to the information provided by you, or posting them to your HubSpot Payments Account. Such disclosures and notices shall be considered to be received by you upon posting to your HubSpot Payments Account or within twenty-four (24) hours of the time it is emailed or upon mailing, unless we receive notice from the applicable email provider or mail carrier within twenty-four (24) hours that the email or mailing was not delivered.
h. Audit Rights
If we believe that you have had a security breach, personal data breach, or other compromise of data may have occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us and, at our discretion and applicability, to the Payment Processor, its Financial Services Provider, the Payment Networks, and law enforcement, at your sole cost and expense.
i. Restricted Industries
In addition to those restricted industries contained in our AUP and any other industry we or our providers may choose to restrict from time to time, we do not allow certain industries to use HubSpot Payments, due to restrictions by Payment Networks and the Payment Processor’s requirements. This list (as maintained by the Payment Processor) represents (but is not exhaustive) businesses and business practices that are prohibited from using HubSpot Payments. If you have any questions as to whether this list applies to you, please contact us.