Squarespace Payments Terms
Effective Date: August 28, 2023
These Squarespace Payments Terms (these “Payments Terms”) are entered into by and between you and Squarespace Payments LLC (“SPL”), a Squarespace group company and registered Delaware limited liability company. References in these Payments Terms to “Squarespace”, “us”, “we” and “our” mean SPL. References in these Payments Terms to “you”, “your” and similar terms shall refer either to (a) you, or (b) to the organization on whose behalf you are acting. These Payments Terms apply to your access to and use of the Payments Services (as defined below). If you don’t agree to all the terms in these Payments Terms, you may not use or access the Payments Services. If you have any comments or questions about these Payments Terms, feel free to contact us.
1. General Terms
1.1. Applicability of these Payments Terms. These Payments Terms apply solely to your access to and use of the Payments Services.
1.2. Incorporation of the Squarespace Terms of Service. These Payments Terms hereby incorporate all of the terms and conditions of the Squarespace Terms of Service (including all policies and other legal terms referenced therein), without affecting the separate and distinct nature of the Squarespace Terms of Service and their applicability to you outside the scope of these Payments Terms. The Squarespace Terms of Service will apply in their entirety to these Payments Terms, as though restated herein, provided that: (a) references to “this Agreement” in the Squarespace Terms of Service, shall be deemed to include these Payments Terms; (b) references to “Squarespace”, “us”, “we” and “our” in the Squarespace Terms of Service shall be deemed to be references to SPL; and (c) references to “Services” in the Squarespace Terms of Service, shall be deemed to include these Payments Services. Any capitalized term (or lowercase term specifically defined in the Squarespace Terms of Service) not defined in these Payments Terms shall have the meaning set forth in the Squarespace Terms of Service.
1.3. Conflicts. Except as otherwise expressly set forth in these Payments Terms, in the event of a conflict or inconsistency between (a) these Payments Terms and Squarespace Terms of Service, these Payments Terms shall prevail, (b) these Payments Terms and the Payment Processor Terms (as defined below), these Payments Terms shall prevail, except in the event of any conflict or inconsistency between these Payments Terms and the Payment Processor Terms that concerns the Processing Services or the Payment Processor Account (each defined below), in which case the Payment Processor Terms shall prevail, and (c) any provision of any part of these Payments Terms and the Payment Network Rules (as defined below), the Payment Network Rules shall prevail.
2. Payments Services, Payment Processor, Processing Services and Payment Processor Terms
2.1. Payments Services
a. As part of the Services provided by Squarespace, including without limitation during free trials, on the websites and associated domains of www.squarespace.com, www.acuityscheduling.com, www.unfold.com, www.exploretock.com and www.bio.site, and on Squarespace web, mobile and other applications (the “Squarespace Platform”), we provide (i) payment account onboarding; (ii) payment underwriting; and (iii) payment data transmission services that help you integrate with a payment processor. Squarespace facilitates the integration of the Processing Services (as defined below) with your website and other related services on the Squarespace Platform so you can accept payments from your End Users. The Processing Services, together with the activities and services provided by Squarespace and set forth in these Payments Terms, constitute the “Payments Services”. You authorize Squarespace to enable the Processing Services, to submit Transactions (as defined below) on your behalf, to access and use the data relating to Transactions submitted on your behalf, to debit your Payment Processor Account, and to take such other actions in connection with the provision of the Payments Services. You further authorize Squarespace to share and receive information from and with the Payment Processor and our third party service providers for the Payments Services in accordance with our Privacy Policy and these Payments Terms.
b. In order to use the Payments Services, you must be approved for a Payment Processor Account (as defined below), have an Account with Squarespace, Inc. or Squarespace Ireland Limited, as applicable, in accordance with the Squarespace Terms of Service, and have agreed to the Squarespace Terms of Service. The Squarespace Terms of Service separately govern your use of the Squarespace Platform. The Payments Services are only available to you if you are located in the United States of America or any other jurisdiction approved by Squarespace (the “Permitted Jurisdictions”).
c. Squarespace hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Payments Services in accordance with these Payments Terms during the Term. Nothing in these Payments Terms shall grant any rights in the Payments Services or other intellectual property rights except as expressly set forth herein.
d. No Squarespace entity, including Squarespace, Inc., Squarespace Ireland Limited and SPL, is a money services business, money transmitter, payment processor, bank or financial institution or performing services pursuant to these Payments Terms that only such an entity can perform.
2.2. Payment Processor and Processing Services. The payment processor for the Payments Services is Stripe, Inc. (the “Payment Processor”), its affiliates, and the acquiring bank. The processing services, provided by the Payment Processor, include the acceptance, processing and settlement of Transactions (as defined below), and the settlement of funds and other related services, including all services related to the control of, and the physical transfer of, Transaction funds (the “Processing Services”).
2.3. Payment Processor Terms
a. The Processing Services are carried out by the Payment Processor under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Stripe Payments Terms (collectively, the “Payment Processor Terms”). In order to receive the Payments Services, you are required to have agreed to the Payment Processor Terms, and for such Payment Processor Terms to be in full force and effect. By accepting these Payments Terms, you are also accepting and agreeing to be bound by the Payment Processor Terms, which shall constitute a separate legal agreement between you and the Payment Processor. We reserve the right to change the Payment Processor from time to time, subject to the terms of our agreement with the Payment Processor and our modification of these Payments Terms in accordance with Section 15.
b. Squarespace is not a party to the Payment Processor Terms, has no responsibilities or obligations under the Payment Processor Terms, and is not liable to you in respect thereof. By accepting these Payments Terms and the Payment Processor Terms, you are agreeing to the creation of a virtual account with the Payment Processor for Processing Services to be used to account for and settle amounts as part of your use of the Payments Services (the “Payment Processor Account”). When you provide personal information in connection with the Processing Services, the Payment Processor will receive that personal information and process it in accordance with the Stripe Privacy Policy. The Payment Processor may share any information provided to it in connection with the Processing Services with Squarespace.
c. The Payment Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions”). If applicable, point-of-sale equipment permits the transmission of data to the Payment Processor from in-person, point-of-sale transactions (“Card Present Transactions”), as well as manually entered transactions (“Keyed Transactions”). Card Not Present Transactions, Card Present Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions” and each, a “Transaction.”
3. Your Responsibilities
3.1. Use of Payments Services. You assume sole and exclusive responsibility for the use of the Payments Services. You also assume sole and exclusive responsibility for each Transaction. Without limiting the generality of the foregoing, you are solely and exclusively responsible for (a) verifying the identity of your End Users and of the eligibility of a presented Card used to purchase your products and services, and Squarespace does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back and (b) all reversed or charged back transactions regardless of the reason for, or timing of, the reversal or chargeback.
3.2. Commercial Use Only. The Payments Services may only be used for commercial purposes. You may not use the Payments Services for non-commercial, personal, family or household purposes.
3.3. Transaction Consent. You have the sole and exclusive responsibility to obtain your End Users’ consent for each Transaction or, as the case may be, on a recurring basis, in compliance with (a) all applicable federal, state, and local, laws, regulations, and other legal requirements (collectively, “Applicable Law”), and (b) the guidelines, bylaws, rules, and regulations established by the Payment Networks (as defined below) (collectively, the “Payment Network Rules”), including providing any necessary disclosures and obtaining End User consents prior to the commencement of any recurring transaction, as well as the disclosure and method for canceling the recurring transactions.
3.4. Your Product and Service Disclosures. You have the sole and exclusive responsibility for proper and accurate disclosure and description of your products and services, Transactions, prices, amounts charged and currencies. You shall not engage in unfair, deceptive or abusive acts or practices.
3.5. End User Support. You’re solely and exclusively responsible for handling any comments, complaints or any support issues related to your use of the Payments Services, including without limitation any issues related to payments, refunds or chargebacks. You shall have the sole and exclusive responsibility in regard to the relationship with your End Users.
3.6. Card Surcharges or Fees. If prohibited by Applicable Law or Payment Network Rules, you will not impose any fee or surcharge on an End User that seeks to use an eligible Card. You will provide a proper and accurate receipt to your End Users at the conclusion of the Transaction that includes all information required under Payment Network Rules and Applicable Law.
3.7. Restricted Use. You shall not, and shall not permit any other person or entity to: (a) access the Payments Services, to carry out Transactions or to benefit from the Payments Services, in each case, except as expressly permitted herein; (b) create derivate works based on the Payments Services or access the Payments Services in order to build a competitive product or service; (c) copy, frame, mirror, republish, post, reproduce, upload, resell or distribute any part of the content of the Payments Services or any other material from us; (d) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; (e) work around any of the technical limitations of the Payments Services or Squarespace’s checkout, or use any tool to enable features or functionalities that are otherwise disabled in the Payments Services; (f) perform any actions that would interfere with the proper working, or present a risk to the security, of the Payments Services, the Squarespace Platform or would otherwise violate the Payment Network Rules; or (g) attempt to do any of the foregoing.
3.8. Restricted Businesses. You may not use the Payments Services to offer or sell any products or services, conduct a business, engage or attempt to engage in any transactions, or provide any information or content, in each case which are prohibited by law, included in the Payment Processors’ Prohibited and Restricted Businesses List (as such list may be updated from time to time), seen as high risk by any of the Payment Networks, or otherwise prohibited under these Payments Terms and/or the Payment Processor Terms.
3.9. Compliance with Laws, Regulations and Payment Network Rules. You represent and warrant that you are solely and exclusively responsible for compliance with Applicable Law and Payment Network Rules related to your use of the Payments Services, and covenant to comply with such Applicable Law and Payment Network Rules, including without limitation you will not use or assist others to use the Payments Services to send or receive funds: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, UK Sanctions List and HM Treasury Department Consolidated List, United Nations Consolidated List or European Union Consolidated List, or other applicable export or import controls and regulations and sanctions.
3.10. Privacy Policies. By using the Services, you confirm that you have read and understood our Privacy Policy, Data Processing Addendum and the Payment Processor’s Privacy Policy, which shall apply to your use of the Payments Services and any Transactions thereunder.
3.11. Data Protection, Security And Privacy Laws. You represent, warrant, and covenant that you are solely and exclusively responsible when using the Payments Services for complying with Applicable Laws regarding data protection, security and privacy, including any notice and consent requirements. If Applicable Law requires, you must provide and make available to your End Users a legally compliant privacy policy, and your privacy policy shall be consistent with your obligations under these Payments Terms. You represent and warrant that you have obtained all necessary rights and consents under Applicable Law to allow Squarespace and the Payment Processor to collect, use, retain and disclose any End User information that you provide to, or authorize us to collect, including information that we may collect directly from your End Users as part of the Payments Services and Processing Services.
3.12. Data Security. You assume sole and exclusive responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all Applicable Laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information. 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 promptly provide Squarespace with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. 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. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all Payment Network Rules.
3.13. Collection & Sharing of Information. The collection, use, storage and sharing of your information, including Registration Information (as defined below), is subject to the provisions of our Privacy Policy. You expressly acknowledge and agree that, in connection with the operation or management of the Payments Services, Squarespace may share, and may provide instructions on your behalf as may be received from you from time to time or as otherwise provided herein to share, with third parties (such as the Payment Processor and/or any affiliates, any replacement or additional Payment Processor, applicable acquiring and issuing banks, other payment method providers (such as ACH, Apple Pay) with which you wish to accept payments, the Payment Networks and competent authorities) information related to Transactions conducted through the use of the Payments Services, information regarding your Account and/or your Payment Processor Account, the Registration Information or any other information and documentation you provided during your Registration or otherwise, and any other information held by Squarespace and/or the Payment Processor. You further authorize Squarespace to review any information related to your Transactions made through the Squarespace Platform with any other payment provider. By using the Payments Services you grant Squarespace and our designated Payments Services third party service providers the authority to act on your behalf to access, store, process and transmit Transaction, payment and personal information in accordance with our and their respective privacy policies. You should read our designated Payments Services third party service providers privacy policies to understand how they use your information.
4. Payment Networks and Payment Network Rules Transactions
4.1. Payment Networks. The Payments Services support most Cards issued by Visa, MasterCard, American Express or other applicable Card networks’ (collectively, the “Payment Networks”). Squarespace or the Payment Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.
4.2. Payment Network Rules. The Payment Network Rules for each of the Payment Networks are available online via their applicable websites. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of these Payments Terms and/or the Payment Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend these Payments Terms at any time, as may be necessary to comply with the Payment Network Rules.
5. Registration, Registration Information and Verification
5.1. Registration. In order to use the Payments Services, you are required to register and provide certain information to Squarespace or the Payment Processor (“Registration”). Such information may include personal information (such as name, birthdate and identification number), physical address, phone number, tax identification details, email address, bank account details, company registration or business number, other identification information, your business or trade name, information about owners, directors or officers, a full description of the products sold and/or services you provide, billing descriptor and other information as requested by Squarespace (collectively, “Registration Information”). Squarespace may further require you to provide documentation supporting your Registration Information and/or documentation regarding your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents.
You understand and agree that by registering for the Payments Services and accepting these Payments Terms, you are also authorizing Squarespace to (a) instruct the Payment Processor to establish a Payment Processor Account, (b) provide the Payment Processor with any and all information collected by or on behalf of Squarespace in connection with Registration in order for Payment Processor to establish your Payment Processor Account and to provide the Processing Services, (c) take any action together with the Payment Processor in order for you to use the Processing Services, all in accordance with and subject to these Payments Terms and the Payment Processor Terms and (d) contact and share information about you and your application (including whether you are approved or declined), your Account, and the Payment Processor Account with its affiliates, the Payment Processor and other third parties in order to perform the Payments Services, including information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Payments Services; (iii) to create and update our and their records about you, and to assist us and them in better serving you; and (iv) to conduct our and their risk management process, identity verification and fraud analysis.
All Registration Information and documentation you provide in connection with the Payments Services as part of the Registration process or otherwise, must be complete, up-to-date and accurate in all respects. You are solely and fully liable for the accuracy, consistency and completeness of such information and documentation. You are further responsible to ensure that such information and documentation remains true, complete, accurate and valid at all times. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out-of-date, inaccurate or partial information. Squarespace may request, at any time, in its sole and exclusive discretion, and you will be obligated to promptly provide, additional information and/or documentation as Squarespace or the Payment Processor may deem necessary in order to allow you to use and access Payments Services and to ensure your compliance with these Payments Terms, the Payment Processor Terms, Payment Network Rules, Applicable Laws and any terms applicable to the Payment Processor Account.
5.2. Verification and Underwriting. Your Registration Information and documentation (as required), together with other information about you, will be used to verify and assess your eligibility to use the Payments Services. After we’ve collected and verified all of your information, Squarespace (and our partners and third party service providers) will review your Account and determine if you are eligible to use the Payments Services. We will notify you of your status and if approved, will, on your behalf, instruct the Payment Processor to establish a Payment Processor Account. Notwithstanding the above, Squarespace and/or the Payment Processor may, at any time and in its sole discretion, reserve the right to terminate, suspend, or limit access to the Payments Services. Squarespace may further limit your use of the Payments Services (including based on the amounts you processed) and the Payment Processor Account, and require further information and documentation in order to allow the use, or continued use, of the Payments Services or the payout of any Settlement Amounts (as defined below).
If your Registration process is not completed within the period of time defined by Squarespace, if you do not provide Squarespace with all of the requested information or documentation, or Squarespace or the Payment Processor are not able to verify your information or documentation, Squarespace or the Payment Processor may suspend and/or block your ability to accept payments from End Users, and further terminate these Payments Terms and/or return all Transaction amounts made prior to such time to your End Users. Squarespace may send you a notice prior to such actions. However, whether notice is provided or not, this does not derogate in any way from your responsibility to ensure your compliance with these requirements.
You hereby acknowledge and agree that in the event that your Registration is rejected, or your use of the Payments Services is discontinued, the funds already allocated or deposited to your Payment Processor Account shall not be paid to you, and such funds shall be held by the Payment Processor (and treated according to its procedures) and/or refunded to the relevant End Users. You hereby assume all liability for any loss, cost or damage you may incur due to the rejection of your Registration, and release Squarespace and any third party from any such liability.
5.3. Payout Account. In order to receive payouts, you must provide details of an active bank account under your control and ownership and establish under your business name, which shall be the account to which all Transaction amounts shall be settled (“Payout Account”). The Payout Account shall be subject to our and the Payment Processor’s verification and approval. You hereby represent and warrant that the Payout Account is registered under your name (or in the event of a legal entity, under the name of the legal entity). You are solely responsible for the accuracy of Payout Account details you provide to Squarespace and/or the Payment Processor. You must ensure that your Payout Account remains active, in good standing and fully capable of being used in connection with the Payments Services, for as long as the Transactions conducted by you are subject to Transaction Cancellation (and as otherwise specified or required by the Payment Network(s) and/or the Payment Processor), and you shall be solely responsible for all loss or liability that is caused by the failure, or delay, of the settlement of any Transaction amounts to your Payout Account.
6. Your Representations, Warranties and Covenants
6.1. Your Representations and Warranties. You hereby represent and warrant that: (a) the person that accepted these Payments Terms is of legal age of the majority in their jurisdiction, and in any event is above the age of eighteen (18), and is authorized to enter into these Payments Terms on behalf of you and bind you to these Payments Terms; (b) you have the right, power and ability to enter into and perform under these Payments Terms and are authorized to conduct business in the jurisdictions in which you operate; (c) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government, UK or European Union list of prohibited or restricted parties; (d) your business is located and you are conducting your business solely from one or more of the Permitted Jurisdictions; (e) you will use the Payments Services only for your business activities and not for the benefit of any third party; (f) all the Registration Information provided is complete and accurate; and (g) you have not had services previously provided to you that have been terminated by Squarespace or the Payment Processor. These representations and warranties shall remain true, valid and effective throughout your use of the Payments Services.
6.2. Your Covenants. You hereby covenant to us that: (a) any Transactions submitted by you will be in connection with a bona fide sale of good and/or services; (b) any Transaction submitted will accurately describe the goods and/or services sold and delivered to your End User; (c) you will fulfill all of your obligations to each End User for which you submit a Transaction and will resolve any End User disputes or complaints directly with your End User; (d) your use of the Payments Services and all Transactions initiated by you will comply (i) with all Applicable Laws, including, without limitation, applicable export or import controls and regulations and sanctions as set forth above in Sections 3.9 and 6.1, (ii) with all Payment Network Rules, and (iii) with all of your contractual requirements under these Payments Terms, the Payment Processor Terms, and any other contractual arrangements with Squarespace or the Payment Processor; (e) you will not use the Payments Services, directly or indirectly, for any fraudulent or potentially fraudulent undertaking or in any manner so as to interfere with the use of the Payments Services; (f) you will not act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; and (g) promptly, and in any event within no later than seven (7) days following any request, provide Squarespace with any information and documents in relation to the full performance of the obligations under these Payments Terms and the Payment Processor Terms, to enable the verification of your compliance.
7. Merchant of Record, Chargebacks, Refunds and Taxes
7.1. Merchant of Record. You agree that you are the merchant of record and assume all merchant responsibilities, including those under the Payment Network Rules, with respect to each Transaction. You shall be solely responsible and liable for any and all Transactions between you and your End Users, and for all liabilities arising from the offering of your products and services, including, but not limited to, compliance with Applicable Law and your legal obligations. It is your responsibility to ensure the accuracy and legitimacy of your Transactions, and to verify with your End Users prior to completing any suspicious Transactions.
7.2. Chargebacks and Refunds. As between you and Squarespace, you are responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties arising in connection with your use of the Payments Services, including any negative balance in the Payment Processor Account that occurs during or after the Term. Squarespace may collect any such funds owed to Squarespace by instructing the Payment Processor to deduct or set off such funds from your Payment Processor Account. You further agree that (a) you will be solely liable for any losses incurred by Squarespace or the Payment Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of the Payments Services, including any use made in breach of these Payments Terms by any of you, your End Users, or any of your employees, agents, representatives or contractors, and (b) Squarespace shall have no liability or obligation whatsoever in connection with any act or omission of the Payment Processor, the acquiring bank and the Payment Networks. Without derogating from any other right, Squarespace may collect such losses described herein, amounts owed to it, or restore any negative balance, by taking any of the actions set forth in Section 10.2.
7.3. Taxes. 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 Payments Services (“Taxes”). It is solely your responsibility to assess, collect, report, and remit the correct Taxes to the proper tax authority, whether in End Users’ jurisdictions, your jurisdiction or elsewhere. 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. Squarespace retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Squarespace deems such reporting necessary. You agree to receive all federal, state or other tax statements or forms in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement or forms are available by posting a notice in your Squarespace Payments Dashboard or by emailing it to the email address listed in your Account, with instructions on how to access and download. You may withdraw consent to receive such statements or forms via electronic format at any time prior to the receipt of the electronic version by sending an email to contact us. Squarespace may, if we notify you by email in advance, send any tax statements or forms in a paper format by ordinary postal service. You hereby indemnify and hold Squarespace harmless from and against any and all claims or liability related to Taxes and filings made by Squarespace in respect thereof.
8. Fees and Settlement
8.1. Payment Processing. To enable the Payments Services to process Transactions for you, you hereby authorize and direct Squarespace, the Payment Processor, acquiring banks and other service providers in connection with the Payments Services to receive and settle any payment Transaction amounts owed to you through the Payments Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account.
8.2. Payment Service Fees. Your use of the Payments Services is subject to your payment of the fees and charges as set forth on this page and/or your Squarespace Payments Dashboard (“Payment Service Fees”), which is hereby incorporated by reference, as may be amended or otherwise modified from time to time as set forth in Section 15 below. No revisions to the Payment Service Fees will apply retroactively. All Payment Service Fees are non-refundable. If you don't agree to any changes to the Payment Service Fees, you have the right to reject the change by terminating the Payments Services.
8.3. Payment of the Payment Service Fees. You hereby authorize Squarespace to instruct the Payment Processor to deduct the Payment Service Fees (including any applicable taxes) from your Payment Processor Account balance or as set forth in Section 10.2.
8.4. Settlement. All Transaction amounts shall be allocated to your Payment Processor Account and held by the Payment Processor and its banking partners in pooled accounts. You shall not be entitled to any interest in such amounts or to any right of withdrawal. Subject to the other provisions herein, the positive balance in your Payment Processor Account, as reduced by all Payment Service Fees, Transaction Cancellation (as defined below) costs and any other amount owed by you to Squarespace or the Payment Processor, or otherwise deducted pursuant to these Payments Terms (such net amount, the “Settlement Amount”) shall be transferred to your Payout Account by the Payment Processor upon such amounts becoming available for settlement, and in accordance with the settlement schedule, available in the Squarespace Payments Dashboard. If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement shall be made on the first subsequent business day on which they are open for business. The Settlement Amount will be paid to you only if your Payout Account is active and in full compliance with these Payments Terms and the Payment Processor Terms. If you leave any funds dormant in your Payment Processor Account and you do not give us instructions where to send them, we will act according to the instruction of the Payment Processor and Applicable Law. You must file all disputes regarding the Settlement Amount with Squarespace in writing, within 60 days following the date of settlement. No disputes or complaints by you shall be accepted after 60 days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.
8.5. Holding Period. Squarespace reserves the right to enforce a holding period prior to the settlement of the Settlement Amount, change the settlement schedule at any time, including due to the following reasons: (a) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by Squarespace in its sole discretion; (b) in the event that we suspect or become aware of suspicious activity; or (c) where we are required by law or court order. Squarespace will notify you once it exercises its right to withhold the Settlement Amount. The Payment Processor, acquiring banks or other financial institutions holding your Payout Account may also require a holding period before the settlement of the Settlement Amount to the Payout Account. Squarespace is not responsible for any delay of your Settlement Amount in accordance with these Payments Terms or ordered by any third party.
8.6. Squarespace Payments Dashboard. You can verify your balances and Settlement Amounts payable through the Squarespace Payments Dashboard. Squarespace disclaims all liability and responsibility for the accuracy and/or availability of such information. In the event of any discrepancy between the Squarespace Payments Dashboard and the Transactions, you shall immediately notify Squarespace, which shall then work together with the Payment Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. You will promptly provide such information and assistance to Squarespace as we may request in connection with any such investigation. Squarespace shall not be responsible for any act or omission of the Payment Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.
8.7. Record keeping. Except as otherwise required by Applicable Law, you are solely responsible for maintaining Transactions records and other data associated with your Payment Account in accordance with Applicable Law.
9. Transaction Cancellation
9.1. Transaction Cancellation and Cancellation Costs. You shall be solely and exclusively responsible for the Transactions, any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund (as defined below) of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by Squarespace, Payment Networks, other payment method providers, the Payment Processor or acquiring banks (a “Transaction Cancellation”). Squarespace is not responsible or liable to you for any Transaction Cancellation, and you shall be liable to Squarespace for the Transaction Cancellation amount and all related costs, fines, Payment Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. Squarespace and the Payment Processor shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amount payable to you and as set forth in Section 10.2. If Squarespace is not able to deduct the amounts or otherwise collect such amounts as set forth in Section 10.2, you shall pay the Transaction Cancellation amount and Cancellation Costs immediately upon Squarespace’s first notice. All Transaction Cancellations must be done through the Payments Services and may require the payment of certain Payment Service Fees.
9.2. Disputing Transaction Cancellation. In accordance with the Payment Network Rules, you may challenge Transaction Cancellation orders initiated by your End User (including chargebacks) (each, a “Dispute”) through the Payments Services by providing relevant information and documentation. Squarespace may provide you with assistance in connection with a Dispute, but you acknowledge and agree that Squarespace will not have any liability with respect to the provision of such services. You further agree that the information and documentation provided will be shared with your End User, its payment providers and other relevant financial institutions. Failure to provide Squarespace with complete and accurate information and documentation in a timely manner may not allow you to dispute a Transaction Cancellation. Payment Networks or other payment method providers may either accept or deny your challenge. Squarespace and the Payment Processor will deduct the Dispute amount from your Payment Processor Account upon a Dispute, including in accordance with its rights as set forth in Section 10.2, and will credit your account if your challenge is accepted by applicable issuing and acquiring banks. You acknowledge and agree that Squarespace is not a party to the Dispute challenging process and does not assume any liability for our role or any assistance we provide in any Dispute. If your End User’s issuing bank or the Payment Networks do not resolve a Dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in these Payments Terms. We reserve the right, upon notice to you, to charge a fee for mediating or investigating any Disputes.
9.3. Refunds. You shall bear all costs and expenses associated with or resulting from any Refund (including any Payment Service Fees incurred due to the original Transaction, which shall not be refunded). For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by you and results in the reimbursement to the End User for all or some of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of sufficient balance in the Payment Processor Account, such that it is possible to offset the refunded amount from the Settlement Amount. Squarespace and the Payment Processor shall have the right to withhold funds in the Payment Processor Account and/or deduct the associated Refund amount from the Settlement Amount, as required to process and pay Refunds. Squarespace may further decline any Refund when Squarespace believes that such an order increases the risk of a negative balance, or will otherwise risk your ability to meet your liabilities under these Payments Terms.
10. Reserve Account and Rights to Payment
10.1. Reserve Account. You authorize Squarespace to instruct the Payment Processor to establish and maintain (by itself or by financial institution partner(s)) a reserve amount as to be determined by Squarespace from time to time, to cover any amounts that may become due from you to Squarespace or the Payment Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations or negative balance (whether incurred during or after the Term), customer complaints, the nature of your business, and your activity through the Payments Services (“Reserve Account”). We, at our discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on your payment processing history or as requested by the Payment Processors. The reserve shall be funded by debiting your Payout Account or any bank account associated with your Account, by using funds in your Payment Processor Account, or by requesting that you deposit or transfer certain funds in other accounts, and in such event you shall immediately provide such funds upon Squarespace’s request. You agree that: (a) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (b) you have no right to direct that account; (c) you have no legal interest in those funds or that account; and, (d) you may not assign any interest in those funds or that account.
10.2. Payment Rights. You agree to pay all amounts due or owed to Squarespace, in relation with any of your accounts with Squarespace on demand. Your failure to pay amounts owed to Squarespace under these Payments Terms, the Payment Processor Terms, the Payment Network Rules and/or any Applicable Law, is a breach, and you will be liable for any costs we incur during collection in addition to the amount you owe. Squarespace (by itself or by instructing the Payment Processor) may collect and/or set-off any amount due to Squarespace from you, including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by taking one or more of the following actions: (a) instructing the Payment Processor to deduct such amounts from your Payment Processor Account balance or from the Reserve Account, and remit such deducted amounts to Squarespace; (b) withdrawing funds from any other Squarespace account held for you; or (c) debiting the bank account, credit card or any other payment method on file with Squarespace, whether provided for registering to the Payments Services or otherwise (including any such payment methods associated with any other Squarespace account held under your name);
11. Warranty Disclaimers
11.1. Disclaimers. To the fullest extent permitted by Applicable Law, Squarespace makes no warranties, either express or implied, about the Payments Services. The Payments Services are provided “as is” and “as available”. Squarespace and its agents, affiliates and service providers disclaim any and all warranties of any kind, either express, implied or statutory, including without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement. No advice or information, whether oral or written, obtained by you through the Payments Services or from Squarespace, the Payment Processor or any other party providing any portion of the Payments Services shall, in each case, create any warranty. You specifically acknowledge that we do not have any control over the products or services that are paid for with the Payments Services and we cannot ensure that your End Users will complete a Transaction or are authorized to do so. Furthermore, none of Squarespace, the Payment Processor and any other party providing any portion of the Payments Services makes any warranty or representation that the Payments Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; (c) be available at any particular time or location or (d) be free from viruses or other harmful components.
11.2. Exceptions. Under certain circumstances, some jurisdictions don't permit the disclaimers set forth in Section 11.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by Applicable Law. You may have other statutory rights and nothing in these Payments Terms affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by Applicable Law.
12. Limitation of Liability
You acknowledge and agree that to the fullest extent permitted by Applicable Law, in no event will Squarespace and the Payment Processor, their affiliates and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Payments Services or these Payments Terms for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Payment Processor Account or parts or all of the Payments Services, including without limitation interruption of use or cessation or modification of any aspect of the Payments Services; or (d) any Losses related to unavailability, degradation, loss, corruption, theft, hacking, tampering, unauthorized access or use of or, unauthorized alteration of, the Payments Services, your Account, your Payment Processor Account or the information contained in any of the foregoing. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Squarespace has been informed of the possibility of such damage, and even if a remedy set forth in these Payments Terms is found to have failed its essential purpose. To the fullest extent permitted by Applicable Law, in no event shall the aggregate liability of Squarespace for all claims arising out of or related to the Services and these Payments Terms exceed the greater of one hundred dollars ($100) or the amounts paid by you to Squarespace in the twelve (12) months immediately preceding the event that gave rise to such claim.
13. Indemnification
To the fullest extent permitted by law, you agree to indemnify and hold harmless Squarespace and its affiliates and each of their respective directors, officers, employees and agents (“Squarespace Indemnified Parties”) from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, “Losses”) arising out of or related to: (a) your breach of these Payments Terms, the Payment Processor Terms or the Payment Network Rules; (b) any fees, fines, penalties, disputes, reversals, returns, chargebacks or any other liability any Squarespace Indemnified Party incurs that results from your use or access to the Payments Services; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law, regulation, or the rights or good name of any third party; (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which Squarespace may be held jointly and severally liable; (f) your negligence, fraud or willful misconduct; (g) any actions taken by Squarespace, the Payment Processor or our service providers in accordance with or in good faith reliance upon information (including Registration Information) or instructions provided by you or any of your agents or representatives; (h) any claim by your End User, or any obligation owed to any End User or other third party by you, or any third party you retained; (i) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party; and (j) third party indemnity obligations Squarespace incurs as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Payment Processor or any Payment Networks. Your indemnification obligations under this Section 13 shall not apply to the extent directly caused by Squarespace’s breach of these Payments Terms. You shall not compromise or settle a Claim against any Squarespace Indemnified Party without such Squarespace Indemnified Party’s prior written consent.
Squarespace will have the final decision-making authority with respect to Losses, including, without limitation, Losses from claims for Transaction Cancellations or Refunds for purchased items that are filed with us by you or your End Users. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases, you may not receive the item back). You will not receive a refund of any Payments Service Fees or other fees paid to us. If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
14. Term and Termination
14.1. Term. These Payments Terms will remain in effect until terminated by either you or us pursuant to the terms of these Payments Terms or the Squarespace Terms of Service (the “Term”).
14.2. Termination, Suspension or Other Measures. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to parts or all of the Payments Services or its functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Payments Services (a) to comply with Applicable Law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (b) if you violate these Payments Terms, the Squarespace Terms of Service, the Payment Network Rules, the Payment Processors’ Prohibited and Restricted Businesses List, Applicable Law, or third party rights, (c) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a payment method, Registration Information or Payout Account, (d) if any amounts you owe under these Payments Terms are past due or in default, or (e) if Squarespace believes in good faith that such action is reasonably necessary to protect the personal safety or property of Squarespace, its users, or third parties, or to prevent fraud or other illegal activity. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Payments Services. You may terminate these Payments Terms at any time by ceasing your use of the Payments Services, closing your Account or Payment Processor Account.
14.3. Effects of Termination. Upon termination: (a) we will immediately terminate your access to, you shall immediately cease your use of, the Payments Services; (b) the right to use the Payments Services granted under these Payments Terms shall be terminated immediately; (c) Squarespace reserves the right to withhold any amount payable to you until it believes that the risk of disputes or other risks with respect to your account are removed; (d) you shall complete all pending Transactions and stop accepting new Transactions through the Payments Services; (e) Squarespace will not be liable to you for compensation, reimbursement or damages in connection with your use of the Payments Services, or any termination or suspension of such use, or deletion of your information; and (f) you will continue to be liable to Squarespace for any fees or fines, or other financial obligation incurred by you or through your use of the Payments Services prior to the termination. Upon termination, Squarespace shall have the right to retain all or a portion of the amounts in your Reserve Account for up to two hundred ten (210) days, to the extent that Squarespace reasonably believes such amounts are necessary to be retained for the purposes described in Section 10.1, at which time Squarespace shall return to you the balance remaining of your Reserve Account. The termination of these Payments Terms, for any reason, shall not release you from any other obligations to Squarespace under these Payments Terms, and Squarespace (or the Payment Processor) may withhold amounts in your account, as may be required to enforce such obligations.
14.4. Survival. All sections of these Payments Terms that by their nature should survive termination shall survive termination.
15. Modifications
We may modify these Payments Terms (or any portion thereof) from time to time with or without notice and will post the most current version on our site and/or in the Squarespace Payments Dashboard. For any changes to the Payment Service Fees, or if a modification meaningfully reduces your rights, we’ll notify you in accordance with the procedures set forth in the Squarespace Terms of Service. By continuing to use or access the Payments Services after any modifications come into effect, you agree to be bound by the modified Payments Terms and any applicable price changes. If you disagree with our changes, then you must stop using the Payments Services.
16. Entire Agreement, Waiver, Severability and Assignment
These Payments Terms, together with the Squarespace Terms of Service (and the policies and terms referred to therein), constitute the entire agreement between you and us with respect to the Payments Services. Our failure or delay to enforce any provision of these Payments Terms is not a waiver of our right to do so later. If any provision of these Payments Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign these Payments Terms or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. Subject to compliance with all applicable Payment Network Rules, we may delegate, transfer or assign these Payments Terms or some or all of our rights and obligations hereunder and/or transfer ownership rights and title in the Payments Services, in our sole discretion, to any of our affiliates or subsidiaries, to any successor in interest of any business or assets associated with the Payments Services, or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice.
17. Permitted Jurisdiction
The Payments Services may only be used in a Permitted Jurisdiction. We make no representations that the Payments Services are appropriate or available for use in other jurisdictions. By registering for the Payments Services, you are obliged to identify the location from where you are operating the business that will use the Payments Services.
18. Audit
If Squarespace believes that a compromise of data, security breach or personal data breach may have occurred on your system, site or app, Squarespace may require you to have a Squarespace approved third party auditor to conduct a security audit of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. A report shall be provided to Squarespace and, at Squarespace’s discretion, to the Payment Processor, its financial services provider, Payment Networks, and law enforcement, at your sole cost and expense.
19. Translation
These Payments Terms were originally written in English. We may translate these Payments Terms into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by Applicable Law.
20. Construction
The headings, captions, headers, footers and version numbers contained in these Payments Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Payments Terms. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to these Payments Terms as a whole and not to any particular section, sub-section, or clause contained in these Payments Terms. The terms “include” and “including” are not limiting. Reference to any other terms, agreement or other document includes any permitted modifications, supplements, amendments and replacements.
21. Notices
You agree that Squarespace can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your Squarespace Payments Dashboard, emailing them to the email address listed in your Account, or mailing them to the address listed in your Squarespace Payments Dashboard. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Squarespace Payments Dashboard or emailed or mailed to you, unless we receive notice that the email or mail was not delivered.