Last Modified: July 24, 2023
PLEASE READ THESE TERMS CAREFULLY.
Hello and thank you for using HubSpot’s Stripe Integration (the “Stripe Integration”). These “HubSpot Stripe Integration Beta Terms (or the “Addendum”) apply when you use our platform integration with Payment Processor, and are incorporated as part of the HubSpot Customer Terms of Service. We are currently offering the Stripe Integration as a beta program, subject to the HubSpot Beta Terms.
At this time, the Stripe Integration beta is only available to entities operating a business in the United States with a United States bank account.
“Chargeback” means a Transaction that is disputed at your request or your card issuer’s request and includes retrieval requests for additional information on a Transaction.
“Financial Services Provider” means a person that is engaged in the business of providing a financial service and includes financial institutions.
“HubSpot Account” means the account you established to use HubSpot’s Subscription Services (as defined in the HubSpot Customer Terms of Service).
“Payment Method” means credit, debit, ACH, and certain other types of electronic payment methods that we may make available from time to time.
“Payment Network(s)” means a card network, clearinghouse, or other payment system through which payment transactions process, clear, or settle. Examples of Payment Networks include Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express, and the ACH transaction clearinghouses, such as the National Automated Clearing House Association.
“Payment Network Rules” means the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted, and as amended from time to time, by the relevant Payment Network.
“Payment Processor” means a separate entity not affiliated with HubSpot, which provides its own technical services and processing of payments to you through the Stripe Integration. The current Payment Processor is Stripe, Inc. (“Stripe”).
“Payment Processor Account” means your account with your Payment Processor to collect payments.
“Transactions” means payments made to you with respect to sales of your products or services initiated by your customers through a Payment Method via the Stripe Integration but processed by Payment Processor.
Capitalized terms used in this Agreement but not otherwise defined in this Agreement will have the definition provided in our HubSpot Customer Terms of Service.
2. STRIPE INTEGRATION
a. HubSpot's Role
The Stripe Integration is a Subscription Service we provide which allows you to integrate your existing Payment Processor Account with your HubSpot Account, thereby allowing you to use our commerce tools to collect payments via your Payment Processor Account.
HubSpot provides the ability to integrate your HubSpot Account and your Payment Processor Account, but payments are processed by your Payment Processor. HubSpot is not a bank, payment institution, money service business, or payment processor; rather we supply the HubSpot products and services, including the SaaS technology for the Stripe Integration.
We provide you with support to help resolve issues relating to the Stripe Integration as described at https://help.hubspot.com based on your subscription level for the Subscription Services as shown in your HubSpot Account. The Payment Processor has the sole and exclusive responsibility for the processing of Transactions (as described below), including the settlement of funds, and the support for those services.
b. The Payment Processor’s Role
The Payment Processor’s role is to enable you to i) accept payments by, among other things, facilitating the clearing and settlement of Transactions, and ii) process payments through your designated Payment Method, with respect to sales of your products and services through the Stripe Integration.
By using the Stripe Integration, you are agreeing to the Stripe Connected Account Agreement available at https://stripe.com/connect-account/legal, the United States Stripe Services Agreement available at https://stripe.com/en-us/legal, including the applicable Financial Services Terms, and to the extent you use a Payment Method that is subject to additional terms, the Payment Terms available at https://stripe.com/payment-terms/legal (collectively, the “Processor Terms”), which together constitutes a legal agreement between you and the Payment Processor. The Payment Processor’s obligations to you are governed by the Processor Terms, not by this Agreement, so please read them carefully. HubSpot is not a party to the Processor Terms, and we have no obligations to you under them. In particular, HubSpot is not responsible for ensuring that funds for Transactions are transmitted to you in accordance with the Processor Terms. HubSpot does not receive funds in connection with the settlement of Transactions and is not liable to you for settlements.
c. Your Role
You assume all responsibility for your use of the Stripe Integration, including any additional responsibilities as described in the Processor Terms. You agree that you are solely and exclusively responsible for delivering your products and services to your customers. For the avoidance of doubt, this includes instances where you use the Subscription Services to provide your own products or services to customers; for example, if you use Paid Meetings to offer consulting services to your customers.
You are also responsible for providing support to your customers for all issues related to your products and services.
In addition to this support, you agree to provide your customers with any support required related to their checkout experience through the Stripe Integration. You also agree that you are solely responsible for verifying the identity of your customers and the eligibility of Payment Methods used by your customers to pay for delivering your products and services. You are solely responsible for all reversed Transactions or Chargebacks regardless of the reason for, or timing of the reversal or Chargeback; for the avoidance of doubt, HubSpot does not guarantee or assume any liability for any Transactions authorized and completed that may later be identified as reversed Transactions or Chargebacks.
3. SIGNING UP FOR THE STRIPE INTEGRATION
You must have a HubSpot Account and be in good standing with HubSpot to be eligible to apply to use the Stripe Integration. To use the Stripe Integration for your business, you are required to register for both a HubSpot Account and a Payment Processor Account. To use the Stripe Integration, please visit the HubSpot App Marketplace and follow the steps to install the Stripe Integration. You may stop using the Stripe Integration at any time by opting out within your HubSpot Account by following these steps [include link to KB article]. By opting out, you are also terminating this Addendum in accordance with the ‘Term and Termination’ section.
The Stripe Integration beta may currently only be used by customers in the United States. By using the Stripe Integration, you are confirming that you are either a legal resident of the United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in the United States.
4. PLATFORM FEE AND TAXES
a. Platform Fee
We charge a platform fee for each Transaction (“Platform Fee”) to enable you to use our commerce tools to create a payment experience with your customers. These Transactions are then processed by your Payment Processor. You agree to pay the Platform fee, which will be collected from you by Payment Processor.
Notwithstanding anything to the contrary in the ‘Fee Adjustment at Renewal Section’ in our HubSpot Customer Terms of Service, the Stripe Integration and the related Platform Fee are consumption based. This means that they are treated differently than other Subscription Services that are subscription and renewal based. Therefore, we reserve the right to change the Platform Fees at any time, and will provide you with at least thirty (30) days’ prior notice which may be given by email, in your HubSpot Account, or through any other means we reasonably determine. If you continue to use the Stripe Integration after such thirty (30) days, then you are deemed to have accepted the change in Platform Fees as notified.
You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Stripe Integration ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority in the applicable jurisdiction(s). We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. You will indemnify and hold us harmless from and against any and all liability related to Taxes, except for any taxes owed by us for our net income. If you are tax-exempt, you must provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us on our request.
5. USING THE STRIPE INTEGRATION
a. Acceptable Use
You may only use the Stripe Integration for business purposes in line with our HubSpot Acceptable Use Policy. You may not use it for personal, family, or household purposes, or in connection with any other prohibited business.
You are required to comply with all applicable laws, rules, and regulations in connection with your use of the Stripe Integration (including but not limited to those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). Additionally, in addition to the requirements and restrictions our HubSpot Acceptable Use Policy, you will not: (i) submit any Transaction for processing that does not arise from the sale of your goods or services to a customer; (ii) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (iii) use the Stripe Integration 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 (iv) collect sensitive payment information from your customers orally or by phone.
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. The Stripe Integration 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:
1. Your customer’s name and company name
2. Email address of your customers
3. Card details such as tokenized card number, expiration date, name on card, country, and zip code
4. Bank account details- tokenized account number and routing number
5. Billing address and shipping address
By using the Stripe Integration, 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 the Stripe Integration 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 the Stripe Integration, you must keep such information secure and only use it in connection with your use of the Stripe Integration.
ii) HubSpot Data Protection
Please see the HubSpot 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 the Stripe Integration. Without limiting the generality of the foregoing, you agree that at all times you will 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 available at https://www.pcisecuritystandards.org. 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 to notify your Payment Processor regarding any activity or 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 the Stripe Integration you are hereby granting us authorization to share information with law enforcement or regulatory authorities about you, your Transactions, or your HubSpot Account.
f. Payment Network Rules and Payment Methods
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. We or the Payment Processor may add or remove one or more types of Payment Networks or Payment Methods, at our or the Payment Processor’s sole discretion, at any time, without prior notice to you.
We may make changes to the Stripe Integration that materially reduce the functionality provided to you during the Subscription Term. We also reserve the right to change the Payment Processor, or add additional Payment Processors at any time, with or without prior notice to you.
6. CHECKOUT EXPERIENCE FOR TRANSACTIONS
a. Submission of Valid Transactions
You are responsible for all Transactions submitted by your customers at checkout for this Integration. You must not submit any Transactions which: (a) have not been approved by the card or bank account holder or is known by you to be fraudulent; (b) are outside your normal course of business; or (c) are made by you (including but not limited to your personal accounts or credit cards), your family members, principals, or employees which are not for the purchase of goods or services or represent a credit for such purchases.
If we reasonably believe that a Transaction violates any of the provisions or terms of this Agreement or that a Transaction is fraudulent, we may at our sole discretion, and in addition to any other remedies we may have, (i) refuse to allow a Transaction to be submitted for processing; (ii) process the Transaction and retain the funds received from such processing until such time that we are able to ascertain the validity of the Transaction in accordance with applicable rules and regulations; (iii) suspend processing Transactions on your behalf and/or terminate this Agreement; or (iv) modify this Agreement.
b. Security Interest
As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on (i) all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms) and any other bank accounts associated with your HubSpot Account, (ii) your Reserve (as defined below), and (iii) any funds facilitated through the Stripe Integration. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us from your use of the Subscription Services. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.
To the extent applicable, you will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any bankruptcy proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and will allow the pursuit of any other action available to us under the applicable Payment Network Rules, equity, or law.
c. Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement, including overdue fees owed to us for your use of our products and services, including the Subscription Services or HubSpot payments, by deducting the corresponding amounts from your Reserve (as that term is defined below) or from funds payable to you. Platform Fees will be assessed at the time of checkout for a Transaction and will be first deducted from the funds you will receive for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the Authorized Payment Method associated with your HubSpot Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection of your delinquent HubSpot Account in addition to the amount owed, including, without limitation, any Chargebacks, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of your business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
You agree that all communication in relation to delinquent accounts may be made by mail, electronic mail, or by phone, to any contact information provided to HubSpot by you.
Funds held in reserves are amounts of money set aside to cover your payment obligations under this Agreement (the "Reserve"). If a reserve is established for your HubSpot Account, we will set the terms of your Reserve and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve. We reserve the right to limit your use of the Stripe Integration if you fail to agree to the terms of the Reserve.
7. LIABILITIES AND WARRANTIES
a. Your Warranties, Liabilities, and Indemnities
Nothing in this Agreement limits your liability under the Processor Terms or this Agreement. You warrant to us that: (i) you and all Transactions initiated on your behalf will comply with this Agreement, all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (ii) any Transactions submitted on your behalf will represent a bona fide sale by you for your goods and/or services; (iii) you will accurately describe the goods and/or services sold and delivered to a customer; (iv) you will fulfill all of your obligations to each customer for their respective Transaction and will resolve any disputes or complaints directly with your customers; (v) you will not use the Stripe Integration, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use or others’ use of the Stripe Integration; and (vi) any information you provide to us will be accurate and complete.
b. HubSpot’s Warranties
THE STRIPE INTEGRATION AND ALL ACCOMPANYING DOCUMENTATION AND SERVICES ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. USE OF THE STRIPE INTEGRATION IS AT YOUR OWN RISK. HUBSPOT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH THE STRIPE INTEGRATION FROM US, WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER YOUR PRODUCTS OR SERVICES THAT ARE PAID FOR BY YOUR CUSTOMERS THROUGH THE STRIPE INTEGRATION, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
c. Functionality Limitations
The Stripe Integration is a commercial service intended to be used by business professionals. The service and outputs from the service are not a substitute for professional judgment or independent validation. You are responsible for establishing the adequacy, reliability, accuracy, completeness, and other characteristics of any output of the Stripe Integration, including, without limitation, validating the output through independent sources and obtaining legal, accounting, and other qualified professional advice regarding the use of such output.
The Stripe Integration is intended for use in creating an online payments and checkout experience. Telephone orders are not currently supported.
8. TERM AND TERMINATION
This Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Stripe Integration or until terminated by you or by HubSpot in accordance with this Agreement.
You may terminate this Addendum by opting out of the Stripe Integration or by closing your HubSpot Account at any time.
We may terminate this Addendum and your access to the Stripe Integration, at any time, for any reason or for no reason, including if: (i) we or the Payment Processor determine your use of the Stripe Integration involves significant credit or fraud risk, or for any other reason as determined by us; (ii) you do not comply with any of the provisions of this Agreement, the Processor Terms, or our HubSpot Customer Terms of Service; or (iii) upon request of the Payment Network, the Payment Processor, or a card issuer. Termination of the Processor Terms may, at the discretion of HubSpot, result in a termination of this Agreement.
c. Effects of Termination
Upon termination of this Addendum, we will immediately discontinue your access to the Stripe Integration. You agree to complete all pending Transactions and stop accepting new Transactions through the Stripe Integration. You will not be refunded the remainder of any Platform Fees that you have paid for the Stripe Integration if your access to or use of the Stripe Integration is terminated or suspended. Any funds in the Payment Processor’s custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).
You understand that losing access to the Stripe Integration means that your customers will no longer be able to pay you through the Stripe Integration. Additionally, all subscriptions with your customers created through the Stripe Integration will be canceled and payments will no longer be collected.
Termination of this Addendum and your use of the Stripe Integration does not relieve you of your obligations as defined in this Addendum, and the Payment Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Addendum, including, but not limited to, Chargebacks, fees, refunds, or other investigations or proceedings.
Upon termination you agree: (i) to immediately cease your use of the Stripe Integration; (ii) that we reserve the right (but have no obligation other than those imposed by applicable laws or regulations) to delete all of your information and account data stored on our servers; (iii) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Stripe Integration, or any termination or suspension of your use of the Stripe Integration, or deletion of your information or account data; and (iv) that you will still be liable to us for any fees, fines, or other financial obligations you owe us related to your use of the Stripe Integration prior to termination.
9. GENERAL LEGAL TERMS
You agree that any Disputes arising out of or relating to this Agreement or the Stripe Integration will be resolved in accordance with this Section 7(a). Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than six (6) months after the cause of action has accrued.
HubSpot may, or may direct the Payment Processor to, respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we reasonably believe to be valid. The Payment Processor or any applicable Financial Services Provider may deliver or hold any funds or any data as required under such Legal Process, even if you are receiving funds or data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
We may modify any part or all of this Agreement by posting a revised version at https://legal.hubspot.com/stripe-integration-beta-terms. The revised version will become effective and binding the next business day after it is posted.
You agree to receive electronic notices by general notice via the Subscription Service, as well as via electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
Sections 2, 4, 5, 6, and 7 of this Agreement will survive termination of this Agreement.