Embedded Account Agreement
Latest Revision: January 23, 2024
This agreement governs Embedded Accounts’ use of Straddle Embed Services, and describes how Embedded Accounts and their third-party platform provider(s) may use the Straddle Embed Services. This Straddle Embedded Account Agreement (“Embedded Account Agreement”) forms a legal agreement between Straddle Payments, Inc. (“Straddle”) and you or the entity you represent (“you” and “your”). This Embedded Account Agreement governs your rights and obligations when your Straddle Account is enrolled with a third-party platform provider using Straddle Embed Services (“Straddle Embed Platform”). The Straddle Services Agreement is incorporated into this Embedded Account Agreement by this reference. Capitalized terms not defined in this Embedded Account Agreement (either inline or by hyperlink), are defined in the Straddle Services Agreement. To the extent that there is a conflict between the Straddle Services Agreement and this Embedded Account Agreement related to your use of the Straddle Embed Services, this Embedded Account Agreement will prevail.
You and Straddle agree as follows:
1. Key Definitions.
The following terms are defined in the Straddle Services Agreement, but are repeated below for your convenience (you are a Platform User and Embedded Account as the Straddle Services Agreement defines those terms):
“Activity” means any action taken on or related to a Embedded Account that a Straddle Embed Platform or a Embedded Account initiates, submits or performs, either through the Straddle Technology or through the Straddle Embed Services, including communication regarding the Services relating to that Embedded Account.
“Platform Services” means the products and services that Platform Users receive from a Straddle Embed Platform, regardless of whether fees are charged (e.g., web development, customer support or hosting services).
“Platform Provider Agreement” means, as to each Embedded Account, collectively, the agreements that a Straddle Embed Platform has with that Embedded Account.
2. Your Straddle Account.
Straddle Embed Platforms can help you use the Services, which may include the Straddle Payments Services. A Straddle Embed Platform may help you to create your Straddle Account, or enroll your existing Straddle Account with the Straddle Embed Platform. A Straddle Embed Platform may conduct Activity on your behalf and act as a data controller to instruct Straddle to process Your Data (as defined below), as long as it does so according to your Platform Provider Agreement. Activity may be submitted, initiated or performed through the Straddle Dashboard or through the Straddle API, and this includes the communication of information about Transactions (if applicable), as well as other features as described in the https://docs.straddle.com or https://straddle.dev
A Straddle Embed Platform may restrict your ability to (a) terminate the Straddle Embed Platform’s access to your Straddle Account; and (b) view, access or activate certain Services. You should read your Platform Provider Agreement carefully to understand the nature of the Platform Services and the Activity that a Straddle Embed Platform may conduct on your behalf. Straddle only provides the Services described in this Embedded Account Agreement and the Straddle Services Agreement.
3. Representation and Warranty; Your Responsibilities.
You represent as of the Effective Date, and warrant at all times during the Term, that the information that you provide to Straddle directly or through a Straddle Embed Platform is accurate and complete. You are solely responsible for, and Straddle disclaims all liability for, the provision of goods and services sold to your Customers as part of your use of the Services, and any obligations you may owe to your Customers. If you use the Straddle Payments Services, you are always financially liable to Straddle for the full amount of all Disputes (including chargebacks), Refunds, and fines that arise from your use of the Straddle Payments Services, regardless of whether you have agreed to share this liability with a Straddle Embed Platform. These obligations are described in more detail in the Straddle Services Agreement
4. Straddle Dashboard.
Depending on how the Straddle Embed Platform has implemented the Straddle Embed Services, you may be able to directly manage your Straddle Account through the Straddle Dashboard. If you are able to access the Straddle Dashboard, you are responsible for all actions taken on your Straddle Account through the Straddle Dashboard. If you do not have access to the Straddle Dashboard, you must contact the Straddle Embed Platform if you need support or have any questions relating to the Services, this Embedded Account Agreement or the Straddle Services Agreement.
5. Relationship to Straddle Embed Platforms.
5.1 Your Data.
(a) You instruct Straddle to (a) share any data it collects relating to you and to Activity on your Straddle Account (“Your Data”) with your Straddle Embed Platforms as necessary to provide you with the Straddle Embed Services and the Platform Services; and (b) process Your Data as described in this Embedded Account Agreement and Straddle’s Privacy Policy. Your Data includes:
(i) data regarding your Transactions;
(ii) your Personal Data, and the Personal Data of your Representatives, employees, contractors and agents;
(iii) your Customers’ Personal Data; and
(iv) data regarding Activity on any Straddle Account you have enrolled with a Straddle Embed Platform.
(b) You acknowledge that Straddle Embed Platforms may share Your Data with Straddle.
(c) You represent as of the Effective Date and warrant to Straddle at all times during the Term that, to the extent you provide Personal Data to Straddle or instruct Straddle to collect Personal Data, you have provided all notices and obtained all rights and consents necessary to enable Straddle to lawfully collect, use, retain and disclose that Personal Data as described in this Embedded Account Agreement, the Straddle Services Agreement and the Straddle Privacy Policy.
5.2 Pricing and Fees.
Straddle’s standard Fees for the Services are posted on the Straddle Pricing Page; but Straddle may have agreed to Fees with a Straddle Embed Platform that are different from these Fees. Straddle's Fees will either be disclosed to you separately or will be consolidated with the fees for the Platform Services. Straddle does not control and is not responsible for fees imposed by a Straddle Embed Platform, which should be made clear to you in your Platform Provider Agreement. At the Straddle Embed Platform’s request, Straddle may deduct from your Straddle Account balance both Straddle's Fees and the fees for Platform Services the Straddle Embed Platform specifies to Straddle.
6. Disclaimer; Limitations on Straddle's Liability.
Straddle is not responsible for, and disclaims all liability arising from or relating to:
(a) any Straddle Embed Platform’s acts or omissions in providing services to you or your customers, or for any Straddle Embed Platform’s failure to comply with the terms of your Platform Provider Agreement;
(b) your obligations to your Customers (including to properly describe and deliver the goods or services being sold to your Customers); or
(c) your compliance with Laws and obligations related to your provision of goods or services to your Customers, or receipt of charitable donations, including any obligation to provide customer service, notify and handle refunds or consumer complaints, provide receipts, register your legal entity, and other actions not related to the Services.
This section is in addition to, and does not limit, the provisions of the Straddle Services Agreement that disclaim or limit Straddle’s liability.
7. Other General Legal Terms.
7.1 Term, Termination, and the Effects of Termination.
(a) The term of this Embedded Account Agreement begins when you enroll your Straddle Account with a Straddle Embed Platform and continues until you or Straddle terminate this Embedded Account Agreement under this Section. You may terminate this Embedded Account Agreement by (a) closing your Straddle Account or (b) unenrolling your Straddle Account from the Straddle Embed Platform Provider. Straddle may terminate this Embedded Account Agreement at any time for any reason by notifying you.
(b) Terminating this Embedded Account Agreement will not immediately terminate the Straddle Services Agreement. Straddle and you may only terminate the Straddle Services Agreement according to its terms. This Embedded Account Agreement will automatically terminate if the Straddle Services Agreement terminates.