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</ul> Opens in a new windowOpens an external siteOpens an external site in a new window Shopify Payments Terms of Service <p>The Terms and Conditions described herein constitute a legal agreement
(“Agreement” or “Shopify Payments Terms”) between you (if your business
is a sole proprietorship) or your business (if you are signing up on
behalf of a corporation or other legal entity) (the “Merchant”, “you” or
“your”) and Shopify Payments (USA) Inc., organized under the laws of
Delaware with offices at 251 Little Falls Drive, Wilmington, Delaware
19808 (“Shopify”, “we”, “us”, or “our”).</p> A.
The Shopify Payments Service <ol>
<li>
<p>
<strong>Our Role</strong>
The Shopify Payments service (“Shopify
Payments” or the “Payments Services”) is a: (i) payment account
boarding.
(ii) payment underwriting.
and, (iii) payment data
transmission service that helps you integrate with a payment
processor (the “Processor”), as described more fully in this
Agreement.
The Payments Services may also apply to your use of
point-of-sale equipment (“POS Equipment”), subject to
availability and to your election to procure the same.
You
hereby appoint us as your agent to deliver information and
instructions on your behalf to the Processor.</p>
<p>Under the separate Shopify Platform Terms of
Service (the “Shopify
Platform Terms”), Shopify Inc.
provides you with its online
storefront, shopping cart, store management, marketing, and
other services (collectively, the “Shopify Platform Services”).
The Shopify Platform Terms are incorporated herein by reference
and by accepting this Agreement you are also accepting them.</p>
<p>Neither Shopify Inc.
nor Shopify Payments (USA) Inc.
is a
bank, payment institution, or money services business, but are
instead, respectively, a supplier of the Shopify Platform
Services supplied under the Shopify Platform Terms and of the
Payments Services under this Agreement.</p>
</li>
<li>
<p>
<strong>The Processor</strong>
The Processor is Stripe, Inc., organized under the laws of
California, which is a technical
services provider and may offer the services as an agent of one
or more financial institutions in United States (each, a “Financial
Services Provider”).
The processing and settlement of
Transactions (as defined below) (“Payment Processing”) is
carried out by the Processor and any of the Financial Services
Providers 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 Payment
Terms (collectively,
the “Processor Terms”).
By accepting this Agreement, you are
also accepting and agreeing to be bound by the Processor Terms,
which is the legal agreement between you and the Processor.</p>
<p>Shopify is not a party to the Processor Terms and is not liable
to you in respect thereof.
By accepting this Agreement and the
Processor Terms you are agreeing to the creation of an account
with the Processor for Payment Processing (the “Processor
Account”).
We reserve the right to change the Processor, subject
to the terms of our agreement with the Processor.
In the event
of any inconsistency between this Agreement and the Processor
Terms, this Agreement shall prevail, except in the event of any
inconsistency between this Agreement and the Processor Terms
concerning Payment Processing or the Processor Account, in which
case the Processor Terms shall prevail.</p>
<p>The 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" or
“CNP Transactions”).
If applicable, POS Equipment permits
transmission of data to the Processor from in-person,
point-of-sale transactions (“Card Present Transactions" or “CP
Transactions”), as well as manually entered transactions (“Keyed
Transactions”).
CNP Transactions, CP Transactions and Keyed
Transactions shall be referred to herein, collectively, as
“Transactions”.</p>
</li>
<li>
<p>
<strong>Your Role</strong>
To utilize the Services, you must be a business located in
United States.</p>
</li>
<li>
<p>
<strong>The Payments Services</strong>
Shopify hereby grants you a
non-exclusive, non-transferable, non-sublicensable, limited,
revocable right to use the Payments Services (the “License”).
The License shall be for the term of this Agreement only.
Neither the License nor any other provision hereof shall grant
any rights in the Payments Services or other intellectual
property rights except the limited License of use set out above.</p>
<p>You shall not: (i) permit any third party to access the Payments
Services, including, but not limited to, your Shopify Admin on
our website (the “Shopify Admin”), except as permitted herein,
and to carry out Transactions.
(ii) create derivate works based
on the Payments Services.
(iii) copy, frame or mirror any part
of the content of the Payments Services, other than copying or
framing for your internal business purposes.
(iv) reverse
engineer, disassemble, decompile, or otherwise attempt to
discover the source code or trade secrets for any of the
Payments Services.
or, (v) access the Payments Services in order
to build a competitive product or service.</p>
<p>It is your responsibility to obtain your customers’ consent to
be billed for each Transaction or, as the case may be, on a
recurring basis, in compliance with applicable legal
requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa
Canada Inc.
and Visa International (collectively, “Visa”),
MasterCard International Incorporated (“MasterCard”), American
Express or other applicable Card networks’ (such networks being,
collectively, the “Payment Networks”) payment rules (the
“Payment Network Rules”).</p>
</li>
<li>
<p>
<strong>POS Equipment</strong>
If applicable, you may elect to purchase
POS Equipment from Shopify that will allow you to accept CP
Transactions and Keyed Transactions.
POS hardware may be
purchased on the Shopify hardware store located here:
www.shopify.com/pos/hardware
(the “POS Equipment Store”).
POS software may be downloaded for
iOS devices from the Apple App Store under the title “Shopify
POS” or “Shopify”.
Your use of the Shopify POS hardware and
software is subject to the applicable sections of the Shopify
Platform Terms of Service.</p>
</li>
<li>
<p>
<strong>Payment Methods</strong>
The Payments Services support most
Payment Network Cards, including credit, debit, pre-paid, or
gift cards.
You assume sole and exclusive responsibility for the
use of the Payments Services.
You also assume sole and exclusive
responsibility for Transactions under the Processor Terms.
You
are solely responsible for verifying the identity of customers
and of the eligibility of a presented Card used to purchase your
products and services, and Shopify does not guarantee or assume
any liability for Transactions authorized and completed that may
later be reversed or charged back (see section D5 below).
You
are solely responsible for all reversed or charged back
transactions regardless of the reason for, or timing of the
reversal or chargeback.
Shopify or the 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.</p>
</li>
<li>
<p>
<strong>Customer Service</strong>
Shopify will use its commercially
reasonable efforts to provide you with customer support to help
resolve issues relating to the Payments Services.
The Processor
retains sole and exclusive responsibility for Payment Processing
of Transactions, including the settlement of funds, but Shopify
will provide reasonable assistance in liaising between you and
the Processor concerning the Payment Processing services.
You
assume sole and exclusive responsibility for providing customer
service or support to your customers for any and all issues
related to your products and services, including, but not
limited to, issues arising from the processing of Cards through
the Payments Services.</p>
</li>
<li>
<p>
<strong>Taxes</strong>
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, or remit the correct
Taxes to the proper tax authority, whether in customers’
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.
Shopify 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 Shopify
deems such reporting necessary.
You hereby indemnify and hold
Shopify harmless from and against any and all liability related
to Taxes and filings made by Shopify in respect thereof.
You
agree that we may send you any tax-related information
electronically.</p>
</li>
<li>
<p>
<strong>Your Customers</strong>
If prohibited by law, you will not impose
any fee or surcharge on a customer that seeks to use an eligible
Card.
You will provide an informational slip or receipt to your
customer at the conclusion of the Transaction that includes all
information required under Payment Network Rules and applicable
law.</p>
</li>
<li>
<p>
<strong>Security</strong>
We maintain commercially reasonable
administrative, technical and physical procedures to protect all
the personal information regarding you and your customers that
is stored in our servers from unauthorized access, accidental
loss, or modification.
Shopify cannot, however, guarantee that
unauthorized third parties will never be able to defeat those
measures or use such personal information for improper purposes.</p>
</li>
<li>
<p>
<strong>Data Security</strong>
You assume full 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 (collectively, “Data", and as pertains to your
customers, “Cardholder Data”).
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 Shopify 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.
You must not store CVV2 data at any
time.
Information on PCI-DSS can be found on the PCI Council’s
website.
It is your
responsibility to comply with these standards and all the
Payment Network Rules.</p>
</li>
<li>
<p>
<strong>Audit Right</strong>
If Shopify believes that a security breach,
personal data breach, or other compromise of data may have
occurred, Shopify may require you to have a third-party auditor
that is approved by Shopify conduct a security audit of your
systems and facilities and issue a report to be provided to
Shopify and, at Shopify’s discretion, to the Processor, its
Financial Services Provider, Payment Networks, and law
enforcement, at your sole cost and expense.</p>
</li>
<li>
<p>
<strong>Privacy</strong>
Your privacy and the protection of your data
are very important to us.
You acknowledge that you have
received, read in full, and agree with the terms of our Privacy
Policy, our Data
Processing Addendum, and the
Processor’s Privacy Policy.
Our Privacy Policy and Data Processing Addendum are hereby
incorporated into this Agreement.
Shopify’s Privacy Policy and
the Processor’s Privacy Policy contain important information
about the collection, use, retention, and disclosure of personal
information, as well as other important matters, and explains
how and for what purposes we and the Processor collect, use,
retain, disclose and safeguard the information you provide to
us.
You agree that Shopify’s Privacy Policy and the Processor’s
Privacy Policy may be modified at Shopify’s or the Processor’s
option, if necessary, and you will check each Privacy Policy on
a regular basis.
You also acknowledge that the 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.
Additionally, you
agree that Shopify’s collection, use, retention, and disclosure
of personal information is subject to our Data Processing
Addendum.</p>
<p>We will at all times comply with the provisions of applicable
data protection law, including the EU General Data Protection
Regulation (“GDPR”), as applicable.
If we process any of your
personal data when performing our obligations under this
Agreement, we will do so as a “data controller”, as defined by
the GDPR.
If we process any Cardholder Data on your behalf, we
and you both agree that it is our intention that you shall be
the “data controller” and we shall be the “data processor” in
relation to that data, as those terms are defined in the GDPR.
We shall process the personal data only in accordance with the
terms of this Agreement and any lawful instructions reasonably
given by you to us from time to time.
Additionally, you
acknowledge that the Processor and MaxMind, a fraud detection
service, each independently serve as “data controllers” with
regards to any personal data that they may processes under this
Agreement and that we are not responsible for how they process
such data.
MaxMind’s Privacy Policy may be found here:
www.maxmind.com/en/privacy-policy.</p>
<p>We will notify you (within a reasonable time frame) if we
receive a request from a person to have access to, or to erase
that person’s personal data, a complaint or request relating to
your obligations under applicable data protection legislation,
or any other communication relating directly to the processing
of any personal data in connection with this Agreement.
You
acknowledge that such requests may be subject to independent
legal retention or confidentiality requirements, as permitted by
the GDPR.</p>
<p>We will provide you with reasonable co-operation and assistance
in relation to any complaint or request made in respect of any
personal data processed by us on your behalf, including by
providing you with details of the complaint or request, helping
you to comply with any data subject access requests (within the
relevant timescales set out in applicable data protection
legislation), and providing you with any personal data we hold
in relation to a person making a complaint or request (again,
within a reasonable timescale).</p>
<p>You acknowledge that we are relying on you for direction as to
the extent to which we are entitled to use and process the
personal data in the Cardholder Data that you provide us with.
Consequently, we will not be liable for any claim brought by a
data subject arising from any action or omission by us, to the
extent that such action or omission resulted from your
instruction.</p>
<p>You consent to the exchange of your information between the
account you have established through the Shopify Platform
Services and the Payments Services established under this
Agreement.
Shopify will commingle such accounts and refers to
them together in this Agreement as the “Shopify Payments
Account”.</p>
<p>Where a data subject is located in the European Economic Area,
that data subject’s personal data will be processed by Shopify
International Limited, in accordance with our Privacy Policy.
As
part of providing the Payments Services, this personal data may
be transferred to other regions, including to Canada and the
United States.
Additionally, in order to process, use, record,
and disclose your personal information, information related to
your business, and Data, we or our agents may transfer such
information to and receive it from the Processor, its Financial
Services Provider, or their respective agents and, in so doing,
we may transmit or possess it outside of your jurisdiction.</p>
<p>Additionally, in order to provide the Payments Services, we use
a variety of third party “sub-processors” that fall into many
broad categories—for example, we use sub-processors to help us:
(i) protect you and Shopify from potentially risky transactions,
security threats, or fraud.
(ii) perform administrative tasks.
(iii) deliver portions of the Payments Services (e.g., third
parties that work with us to actually process credit card
payments or conduct any shipping).
(iv) develop and improve our
products and the Payments Services.
(v) generate analytics or
other information relating to the Payments Services.
and, (vi)
build our technical infrastructure (e.g., using cloud storage
providers or information security vendors).
By using the
Payments Services, you consent to our use of sub-processors,
which is described in more detail in our Privacy
Policy.</p>
</li>
<li>
<p>
<strong>Privacy of Others</strong>
You represent to us that you are in
compliance with all applicable privacy laws and that you
maintain a publicly accessible privacy policy that accurately
discloses how you collect, use, and disclose personal data,
including through the Payments Services.
Additionally, you
represent to us that you have obtained all necessary rights and
consents under applicable law to allow us and the Processor to
collect, use, retain, and disclose any Cardholder Data that you
provide to, or authorize us to collect, including information
that we may collect directly from you of your customers via
cookies or other means and to use that data to provide the
Payments Services (e.g., to process Transactions and to screen
for fraud or compliance purposes).</p>
<p>Further, you represent that we will not be in breach of any such
laws by collecting, receiving, using, and disclosing such
information in connection with the Payments Services as
described in our Privacy
Policy.
As between the
parties to this Agreement, you are solely responsible for
disclosing to your customers that we will collect and process
their Cardholder Data in our supply of the Payments Services to
you, and that in so doing 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.</p>
<p>If you receive information about others, including cardholders
and other customers, through the use of the Payments Services,
you must keep such information confidential and only use it in
connection with the Payments Services or as otherwise permitted
by the subject of such information.</p>
<p>You may not disclose or distribute any such information to a
third party or use any such information for marketing purposes
unless you receive the express consent of the subject thereof to
do so.
You may not disclose Cardholder Data to any third party
other than in connection with processing a Transaction requested
by your customer.</p>
</li>
<li>
<p>
<strong>Restricted Use</strong>
You are required to obey all laws,
rules, and regulations applicable to your use of the Payments
Services (e.g., including those governing financial services,
consumer protections, unfair competition, anti-discrimination,
or false advertising).
In addition to any other requirements or
restrictions set forth in this Agreement, you shall not: (i)
utilize the credit available on any Card to provide cash
advances to cardholders.
(ii) submit any Transaction for
processing that does not arise from your sale of goods or
service to a customer.
(iii) act as a payment intermediary or
aggregator or otherwise resell the Payments Services on behalf
of any third party.
(iv) send what you believe to be potentially
fraudulent authorizations or fraudulent Transactions.
or, (v)
use the Payments Services or the Payment Processing services 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.</p>
<p>You further agree not to permit any third party to do any of the
following: (i) access or attempt to access our systems,
programs, or data that are not made available for public use.
(ii) copy, reproduce, republish, upload, post, transmit, resell,
or distribute, in any way, material from us.
(iii) permit any
third party to use and benefit from the Payments Services via a
rental, lease, timesharing, service bureau, or other
arrangement.
(iv) transfer any rights granted to you under this
Agreement.
(v) work around any of the technical limitations of
the Payments Services, use any tool to enable features or
functionalities that are otherwise disabled in the Payments
Services, or decompile, disassemble, or otherwise reverse
engineer the Payments Services, except to the extent that such
restriction is expressly prohibited by law.
(vi) perform or
attempt to perform any actions that would interfere with the
proper working of the Payments Services, prevent access to or
use of the Payments Services by our other users, or impose an
unreasonable or disproportionately large load on our
infrastructure.
or, (vii) otherwise use the Payments Services
except as expressly allowed under this section.</p>
</li>
<li>
<p>
<strong>Suspicion of Unauthorized or Illegal Use</strong>
We reserve the
right to not provide the Payments Services in respect of any
Transaction you submit that we believe, in our sole discretion,
is in violation of this Agreement, any other Shopify or
Processor agreement, or exposes you, Shopify, the Processor, or
any other third party to actual or potential risk or harm,
including, but not limited to, fraud and other criminal acts.
You are hereby granting us authorization to share information
with law enforcement about you, your Transactions, or your
Shopify Payments Account.</p>
</li>
<li>
<p>
<strong>Payment Network Rules</strong>
The Payment Networks have
established guidelines, bylaws, rules, and regulations in the
form of the Payment Network Rules.
You are required to comply
with all applicable Payment Network Rules.
The Payment Network
Rules for Visa, MasterCard and American Express are available on
the Internet at the following links:
Visa,
MasterCard
and American
Express.
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
this Agreement and/or the Processor Terms are inconsistent with
the Payment Network Rules, the Payment Network Rules shall
prevail.
We reserve the right to amend this Agreement at any
time, with notice to you, as may be necessary to comply with the
Payment Network Rules.</p>
</li>
<li>
<p>
<strong>Disclosures and Notices</strong>
You agree that Shopify 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 Shopify Admin,
emailing them to the email address listed in your Shopify
Account, or mailing them to the address listed in your Shopify
Account.
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 Shopify Admin or emailed to you, unless we
receive notice that the email was not delivered.</p>
</li>
<li>
<p>
<strong>Automatic Reminders</strong>
We may use automated telephone
dialing, text messaging systems, and email to provide messages
to you about your Shopify Payments Account.
The telephone
messages may be played by a machine automatically when the
telephone is answered, whether answered by you or another party.
These messages may also be recorded by your answering machine or
voicemail.
You give us permission to call or send a text message
to any telephone number that you have given us and to play
pre-recorded messages or send text messages with information
about this Agreement or your account over the phone.
You agree
that we will not be liable to you for any such calls or
electronic communications even if information is communicated to
an unintended recipient.
You understand that when you receive
such calls or electronic communications you may incur a charge
from the company that provides you with telecommunications,
wireless and/or Internet services.
You agree that we have no
liability for such charges.
You agree to immediately notify us
if you change telephone numbers or are otherwise no longer the
subscriber or customary user of a telephone number or email
address you have previously provided to us.</p>
</li>
</ol> B.
Getting a Payments Services Account <ol>
<li>
<p>
<strong>Registration</strong>
The Payments Services are only made
available to persons in United States that operate a business selling
goods and services.
You may not use the Payments Services for
non-commercial, personal, family, or household purposes.
To use
Shopify Payments for your business, you are required to register
for a Shopify Payments Account.
When you register for a Shopify
Payments Account, we will collect information such as your name
(if you are a sole proprietor), your business or trade name,
your address, email, phone number, business identification or
registration number, and certain other information that we
require.
We may also collect personal information (including
name, birthdate, and government-issued identification number)
about your beneficial owners or principals.</p>
<p>You may register as an individual (sole proprietor) or as a
corporation or other legal entity.
If you register as a
corporation or other legal entity, you must be authorized to act
on behalf of such entity, have the authority to bind the entity
to this Agreement, and you must agree to this Agreement on
behalf of such entity.
If you have so agreed, the term
"Merchant", “you” or “your” will mean you, the natural person
acting as a business, if you are a sole proprietor, or if you
have registered as a corporation or other legal entity, it will
mean that entity.
You understand that by registering for a
Shopify Payments Account, you are also registering for a
Processor Account under the Processor Terms and that you are
simultaneously providing your information to Shopify for the
purpose of opening a Shopify Payments Account, and to the
Processor for the purpose of establishing your Processor
Account.</p>
</li>
<li>
<p>
<strong>Company Descriptions and Site URL</strong>
As part of your
registration, you must provide the name under which you do
business (which may be the business’ legal name or a "doing
business name") (e.g.
MyStore Online Widgets) and a billing
descriptor.
These two fields and your site URL may appear in your
customers’ credit or debit card statements.
To avoid customer
confusion and Transaction disputes it is important that you
enter a description that clearly identifies your business.
You
hereby agree to indemnify us from any costs, liabilities,
losses, or expenses from disputes due to your failure to do so.</p>
</li>
<li>
<p>
<strong>Verification and Underwriting</strong>
To verify your identity,
we may require additional information, including your company
registration number or business number, your HST, GST, or tax
number, and, if applicable, your date of birth.
We may also ask
for additional information to help verify your identity and
assess your business risk, including, but not limited, to
business invoices, reseller authorization or distributor
information, a driver’s license or other government issued
identification, or business license, for you or for any of the
owners or principals of your business.
We may ask you for your
financial statements.
We may request your permission to do a
physical inspection at your place of business and to examine
books and records that pertain to your compliance with this
Agreement.
Your failure to comply with any of these requests
within five (5) days may result in suspension or termination of
your Shopify Payments Account and the Processor Account.
You
authorize us to retrieve additional information about you from
third parties and other identification services.
We reserve the
right to hold funds in your Shopify Payments Account while
awaiting the information requested above.
Shopify may use your
information to apply for card merchant acquiring accounts on
your behalf with certain Payment Networks (such as American
Express).</p>
<p>After we have collected and verified all your information, we
will review your account and determine if you are eligible to
use the Payments Services.
We will notify you once your Shopify
Payments Account has been either approved or deemed ineligible
for use of the Payments Services.</p>
<p>By accepting the terms of this Agreement, you are providing us
with authorization to retrieve information about you by using
third parties, including credit bureaus and other information
providers.
You acknowledge that such information retrieved may
include your name, address history, credit history, and other
data about you.
We may periodically update this information to
determine whether you continue to meet the eligibility
requirements for a Shopify Payments Account.</p>
<p>You agree that Shopify is permitted to contact and share
information about you and your application (including whether
you are approved or declined), your Shopify Payments Account,
and the Processor Account with the Processor and other third
parties in order to perform the Payments Services.
This includes
sharing 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 customer records about you, and
to assist us and them in better serving you.
and, (iv) to
conduct our and their risk management process.</p>
</li>
<li>
<p>
<strong>Designated Country</strong>
In registering for a Shopify Payments
Account, you are obliged to identify the location from where you
are operating the business that will use the Payments Services
in United States.
By registering for a Shopify Payments Account, you
are confirming that you are either a legal resident of United States or
you are duly established and, if necessary, registered or
licensed as a business entity authorized to conduct business in
United States.
The Payments Services and Shopify Payments Account may
only be used in United States.
By accepting this Agreement, you confirm
that you will satisfy these requirements.</p>
</li>
<li>
<p>
<strong>Prohibited Businesses</strong>
The following categories of businesses and business practices
are prohibited from using the Payments Services (“Prohibited
Businesses”).
Prohibited Business categories may be imposed by
law or through the Payment Network Rules, by Shopify or the
requirements of the Processor’s Financial Services Providers.
The types of businesses listed below are representative but not
exhaustive.
If you are uncertain as to whether your business is
a Prohibited Business or have questions about how these
requirements apply to you, please contact
us.
We may
add to or update the Prohibited Business list at any time.</p> Financial and professional services <dl>
<dt>Investment and credit services</dt>
<dd>
Securities brokers.
mortgage consulting or debt reduction
services.
credit counseling or repair.
investment services.
real
estate opportunities.
lending instruments
</dd>
<dt>Money and legal services</dt>
<dd>
Financial institutions, money transmitters and money services
businesses, check cashing, wire transfers, money orders.
currency
exchanges or dealers.
bill-pay services.
crowdfunding.
insurance.
bail bonds.
collections agencies.
law firms collecting funds for
any purpose other than to pay fees owed to the firm for services
provided by the firm (e.g., firms cannot use Stripe to hold client
funds, collection or settlement amounts, disputed funds, etc.)
</dd>
<dt>Virtual currency or stored value</dt>
<dd>
Virtual currency that can be monetized, resold, or converted to
physical or digital products and services or otherwise exit the
virtual world (e.g., Bitcoin).
cryptocurrency mining equipment.
initial coin offerings.
digital wallets, sale of stored value or
credits maintained, accepted and issued by anyone other than the
seller
</dd>
</dl> IP Infringement, regulated or illegal products and services <dl>
<dt>Adult content and services</dt>
<dd>
Pornography and other obscene materials (including literature,
imagery and other media) depicting nudity or explicitly sexual
acts.
sites offering any sexually-related services such as
prostitution, escorts, pay-per view, adult live chat features.
sexually oriented items (e.g., adult toys).
adult video stores
and sexually oriented massage parlors.
gentleman’s clubs, topless
bars, and strip clubs.
sexually oriented dating services
</dd>
<dt>Counterfeit or unauthorized goods</dt>
<dd>
Counterfeit goods.
unauthorized sale or resale of brand name or
designer products or services.
sale of goods or services that are
illegally imported or exported
</dd>
<dt>Gambling</dt>
<dd>
Lotteries.
bidding fee auctions.
sports forecasting or odds making
for a monetary or material prize.
fantasy sports leagues with cash
prizes.
internet gaming.
contests.
sweepstakes.
games of chance
including legal or illegal forms of gambling, internet gambling,
sweepstakes and contests with a buy-in or cash prize.
charity
sweepstakes and raffles for the explicit purpose of fundraising
</dd>
<dt>Intellectual property or proprietary rights infringement</dt>
<dd>
Sales, distribution, or access to counterfeit music, movies,
software, or other licensed materials without the appropriate
authorization from the rights holder.
any product or service that
directly infringes or facilitates infringement upon the trademark,
patent, copyright, trade secrets, or proprietary or privacy rights
of any third party.
use of Shopify intellectual property without
express consent from Shopify.
use of the Shopify name or logo,
including use of Shopify trade or service marks inconsistent with
the Shopify Trademark Usage Guidelines,
or in a manner that otherwise harms Shopify or the Shopify brand.
any action that implies an untrue endorsement by or affiliation with
Shopify
</dd>
<dt>Regulated or illegal products or services</dt>
<dd>
Cannabis dispensaries and related businesses.
sale of tobacco,
e-cigarettes, and e-liquid.
online pharmacies.
prescription-only
products including card-not-present pharmaceuticals.
peptides and
research chemicals.
fake references or ID-providing services.
age
restricted goods or services.
weapons and munitions.
gunpowder and
other explosives.
fireworks and related goods.
toxic, flammable,
and radioactive materials.
products and services with varying
legal status on a state-by-state basis.
goods or services, the
sale of which is illegal under applicable law in the jurisdictions
to which your business is targeted or directed
</dd>
<dt>Sanctions</dt>
<dd>
Use of the Payments Services or use of Shopify Payments in or for
the benefit of a country, organization, entity, or person embargoed
or blocked by any government, including any person/entity on
government sanctions lists
</dd>
</dl> Products or services that are otherwise prohibited by law or our financial partners <dl>
<dt>Aggregation</dt>
<dd>
Engaging in any form of licensed or unlicensed aggregation of
funds owed to third parties, factoring, or other activities
intended to obfuscate the origin of funds.
payment facilitation
</dd>
<dt>Drug paraphernalia</dt>
<dd>
Any equipment designed for making or using drugs, such as bongs,
vaporizers, and hookahs
</dd>
<dt>High risk businesses</dt>
<dd>
Bankruptcy lawyers.
remote technical support.
psychic services.
essay mills.
chain letters.
door-to-door sales.
medical benefit
packages.
telemedicine and telehealth services.
travel reservation
services and clubs.
airlines.
cruises.
timeshares.
circumvention,
jamming and interference devices.
prepaid phone cards, phone
services.
telemarketing, offering substantial rebates or special
incentives as an inducement to purchase products or services.
telecommunications manipulation equipment.
forwarding brokers.
negative response marketing.
subscriptions over one year.
extended
warranties.
government grants.
embassy, foreign consulate, or
other foreign governments.
charities without proper registration.
credit card and identity theft protection.
the use of credit to
pay for lending services.
any businesses that we believe poses
elevated financial risk, legal liability, or violates card network
or bank policies.
any business or organization that a.
engages in,
encourages, promotes or celebrates unlawful violence or physical
harm to persons or property, or b.
engages in, encourages,
promotes or celebrates unlawful violence toward any group based on
race, religion, disability, gender, sexual orientation, national
origin, or any other immutable characteristic
</dd>
<dt>Multi-level marketing</dt>
<dd>
Pyramid schemes network marketing and referral marketing programs
</dd>
<dt>Pseudo pharmaceuticals</dt>
<dd>
Nutraceuticals, pseudo-pharmaceuticals and other products that
make health claims that have not been approved or verified by the
applicable local and/or national regulatory body
</dd>
<dt>Social media activity</dt>
<dd>
Sale of Twitter followers, Facebook likes, YouTube views, Instagram
followers, and other forms of social media activity
</dd>
<dt>Substances designed to mimic illegal drugs</dt>
<dd>
Sale of a legal substance that provides the same effect as an
illegal drug (e.g., salvia, kratom)
</dd>
<dt>Use of Shopify Payments in a manner inconsistent with its intended use or as expressly prohibited in the Processor Terms</dt>
<dd>
Use of Shopify Payments principally as a virtual terminal
(e.g., submitting card transactions by manually inputting card
information).
processing where there is no bona fide good or
service sold, or donation accepted.
card testing.
evasion of
card network chargeback monitoring programs.
cross-border
acquiring.
sharing cardholder information with another
merchant for payment cross-sell product or service
</dd>
<dt>Video game or virtual world credits</dt>
<dd>
Sale of in-game currency unless the merchant is the operator of the
virtual world
</dd>
</dl> Unfair, predatory, or deceptive practices <dl>
<dt>Get rich quick schemes</dt>
<dd>
Investment opportunities or other services that promise high rewards
</dd>
<dt>Mug shot publication or pay-to-remove sites</dt>
<dd>
Platforms that facilitate the publication and removal of content
(such as mug shots), where the primary purpose of posting such
content is to cause or raise concerns of reputational harm
</dd>
<dt>No-value-added services</dt>
<dd>
Sale or resale of a service without added benefit to the buyer.
resale of government offerings without authorization or added value.
sites that we determine in our sole discretion to be unfair,
deceptive, or predatory towards consumers
</dd>
</dl>
</li>
</ol> C.
Processing Card Transactions and Receiving Your Funds <ol>
<li>
<p>
<strong>Shopify Payments Fees</strong>
You agree to pay the fees for
processing that are set out in your Shopify Admin, which are
incorporated herein by reference (the "Processing Fees").
Processing Fees shall be collected from you by the Processor on
our behalf in accordance with the terms of the Stripe Connected
Account
Agreement.</p>
<p>If applicable, fees for POS Equipment are posted here:
www.shopify.com/pos/hardware
and here:
www.shopify.com/pricing (the
“POS Equipment Fees”).
At our discretion, POS Equipment Fees
will be collected on our behalf by the Processor pursuant to the
Processor Terms or by such other means as we may prescribe from
time to time.</p>
<p>Fees for Shopify Platform Services are collected by Shopify
pursuant to the Shopify Platform Terms of
Service (the "Shopify
Platform Services Fees").
Processing Fees, Equipment Fees, and
Shopify Platform Services Fees shall be referred to herein
collectively as the "Fees".</p>
<p>You are obligated to pay all applicable taxes, fees and other
charges imposed by any governmental authority, including,
without limitation, any value added tax, goods and services tax,
harmonized sales tax and/or provincial or territorial sales tax,
on the Payments Services provided under this Agreement.
If you
are tax-exempt, you will provide us with an appropriate
certificate or other evidence of tax exemption that is
satisfactory to us.</p>
<p>We reserve the right to change the Fees at any time, subject to
a thirty (30) day notice period to you in accordance with
Section A18.
If you continue to use the Payments Services and
the Processor Services for such thirty (30) days, then you are
deemed to have accepted the change in Fees contemplated by such
notice.</p>
<p>In addition to the Fees, you are also responsible for any
penalties and fines imposed on you or on us by any bank, money
services business, payment network, financial institution, or
other financial intermediary resulting from your use of the
Payments Services in a manner not permitted by this Agreement or
by such financial intermediary’s rules and regulations.</p>
</li>
<li>
<p>
<strong>Security Interest</strong>
As security for performance of your
obligations under this Agreement, you grant us a first priority
lien and security interest on all funds processed and deposited
into all Payout Accounts (as defined in the Processor Terms),
and any other bank accounts associated with your Shopify
Payments Account, and in any funds processed using the Payment
Processing services.
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.
You will
execute, deliver and pay the fees for any documents we request
to create, perfect, maintain, and enforce this security
interest.</p>
</li>
<li>
<p>
<strong>Our Collection Rights</strong>
To the extent permitted by law, we
may collect any obligations you owe us under this Agreement by
requesting that the Processor deduct the corresponding amounts
from the Reserve Account (as that term is defined below) or from
funds payable to you arising from the settlement of
Transactions.
Fees will be assessed at the time a Transaction is
processed and will be first deducted from the funds received for
such Transaction.
If these amounts are not sufficient to meet
your obligations to us, we may charge the payment method
associated with your Shopify Payments 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 in addition to the
amount owed, including, without limitation, attorneys’ fees and
expenses, costs of any arbitration or court proceeding,
collection agency fees, and any applicable interest.</p>
<p>Additionally, we may require a personal guarantee from a
principal of a business for funds owed under this Agreement.
If
we require a personal guarantee we will specifically inform you
in advance.</p>
<p>In addition to the amount due, delinquent accounts may be
charged with fees that are incidental to the collection of
delinquent accounts and chargebacks, including, but not limited
to, collection fees and convenience fees and other third-party
charges.</p>
<p>You hereby explicitly agree that all communication in relation
to delinquent accounts will be made by electronic mail or by
phone, as provided to Shopify by you.
Such communication may be
made by Shopify or by anyone on its behalf, including, but not
limited to, a third-party collection agent.</p>
</li>
<li>
<p>
<strong>Reserves</strong>
Funds held in reserves are amounts of money set
aside to cover chargebacks, refunds, or other payment
obligations under this Agreement (the "Reserve Account").
We, in
our discretion, will set the terms of your Reserve Account 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 Account.
We, in 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 our payment processors.</p>
<p>We may require you to fund the Reserve Account by means of: (i)
any funds payouts made or due to you for Transactions submitted
to the Payments Services.
or, (ii) amounts available in your
bank account by means of ACH debit to your Shopify Payments
Account.
or, (iv) other sources of funds associated with your
Shopify Payments Account.
or, (iv) requesting that you provide
funds to us for deposit to the Reserve Account.</p>
<p>You agree that: (i) you are not entitled to any interest or
other compensation associated with the funds held in the Reserve
Account.
(ii) you have no right to direct that account.
(iii)
you have no legal interest in those funds or that account.
and,
(iv) you may not assign any interest in those funds or that
account.</p>
</li>
<li>
<p>
<strong>Contesting Chargebacks</strong>
You or Shopify may elect to
contest chargebacks assessed to your account.
Shopify may
provide you with assistance, including notifications and
software to help contest your chargebacks.
We do not assume any
liability for our role or assistance in contesting chargebacks.</p>
<p>You grant us permission to share records or other information
required with the cardholder, the cardholder’s financial
institution, and your financial institution to help resolve any
chargeback.
You acknowledge that your failure to provide us with
complete and accurate information in a timely manner may result
in an irreversible chargeback being assessed.</p>
<p>If the cardholder’s issuing bank or the Payment Network does not
resolve a dispute in your favor, we may recover the chargeback
amount and any associated fees from you as described in this
Agreement.</p>
<p>We reserve the right, upon notice to you, to charge a fee for
mediating or investigating chargeback disputes.</p>
</li>
</ol> D.
Termination and Other General Legal Terms <ol>
<li>
<p>
<strong>Term</strong>
The Agreement is effective upon the date you agree
to it (by electronically indicating acceptance) and continues so
long as you use the Payments Services or until terminated by you
or by Shopify.</p>
</li>
<li>
<p>
<strong>Termination</strong>
You may terminate this Agreement by closing
your Shopify Payments Account at any time by following the
instructions in your Shopify Admin.
We may terminate this
Agreement and close your Shopify Payments Account at any time,
for any reason, upon notice to you in accordance with Section
A18 above.
We may suspend your Shopify Payments Account and your
access to the Payments Services and any rights in respect of
your Shopify Payments Account, or terminate this Agreement, at
any time, for any reason, including if: (i) we determine that
you may be ineligible for the Payments Services because of the
risk associated with your Shopify Payments Account, including,
without limitation, significant credit or fraud risk, or for any
other reason.
(ii) you do not comply with any of the provisions
of this Agreement or the Processor Terms.
or, (iii) upon request
of the Payment Network, the Processor, or a Card issuer.
Termination of the Processor Terms may, at the discretion of
Shopify, result in a termination of this Agreement.
Termination
of this Agreement shall entitle Shopify to cause the Processor
to terminate the Processor Terms.</p>
<p>If the Processor terminates the Processor Terms or indicates its
intention to do so, or if you elect to cease processing with
such Processor, we have the right, but not the obligation, to
offer you a substitute payment processor that is integrated with
the Shopify Payments Account.
Upon your acceptance of the terms
of service of such substitute payment processor, they shall be
deemed to have replaced the Processor contemplated herein,
provided that your liabilities to the Processor herein shall not
be diminished on account of accepting the terms of the
substitute payment processor.</p>
</li>
<li>
<p>
<strong>Effects of Termination</strong>
Upon termination and closing of
your Shopify Payments Account, we will immediately discontinue
your access to the Payments Services.
You agree to complete all
pending Transactions, immediately remove all logos for Cards,
and stop accepting new Transactions through the Payments
Services.
You will not be refunded the remainder of any Fees
that you have paid for the Payments Services if your access to
or use of the Payments Services is terminated or suspended.
Any
funds in the Financial Services Provider’s custody will be paid
out to you subject to the terms of your Payout Schedule (as
defined in the Processor Terms).</p>
<p>Termination does not relieve you of your obligations as defined
in this Agreement, and the Processor may elect to continue to
hold any funds deemed necessary, pending resolution of any other
terms or obligations defined in this Agreement, including, but
not limited to, chargebacks, fees, refunds, or other
investigations or proceedings.</p>
<p>Termination of this Agreement will not necessarily terminate
your Shopify Platform Terms, unless Shopify determines
otherwise.</p>
<p>Upon termination you agree: (i) to immediately cease your use of
the Payments Services.
(ii) to discontinue use of any Shopify or
Processor trademarks and to immediately remove any Shopify or
Processor references and logos from your website and/or physical
location, if applicable.
(iii) that the license granted under
this Agreement shall end.
(iv) that we reserve the right (but
have no obligation) to delete all of your information and
account data stored on our servers.
(v) that we 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 the Payments Services, or deletion
of your information or account data.
and, (vi) that you will
still be liable to us for any fees or fines, or other financial
obligation incurred by you or through your use of the Payments
Services prior to termination.</p>
</li>
<li>
<p>
<strong>Ownership</strong>
The Payments Services are licensed and not
sold.
We reserve all rights not expressly granted to you in this
Agreement.
The Payments Services are protected by copyright,
trade secret, and other intellectual property laws.
We own the
title, copyright, and other worldwide Intellectual Property
Rights (as defined below) in the Payments Services and all
copies of the Payments Services.
This Agreement does not grant
you any rights to our trademarks or service marks.</p>
<p>For the purposes of this Agreement, “Intellectual Property
Rights" means all patent rights, copyright rights, mask work
rights, moral rights, rights of publicity, trademark, trade
dress and service mark rights, goodwill, trade secret rights and
other intellectual property rights as may now exist or hereafter
come into existence, and all applications therefore and
registrations, renewals and extensions thereof, under the laws
of any state, country, territory or other jurisdiction.</p>
<p>You may choose to, or we may invite you to submit comments or
ideas about the Payments Services, including, without
limitation, about how to improve the Payments Services or our
products (“Ideas”).
By submitting any Idea you agree that your
disclosure is gratuitous, unsolicited and without restriction,
and will not place us under any fiduciary or other obligation,
and that we are free to use the Idea without any additional
compensation to you, and/or to disclose the Idea on a
non-confidential basis or otherwise to anyone.
You further
acknowledge that, by acceptance of your submission, we do not
waive any rights to use similar or related ideas previously
known to us, or developed by our employees, or obtained from
sources other than you.</p>
</li>
<li>
<p>
<strong>Your Liability and Indemnification Concerning Liabilities</strong>
Nothing in this Agreement shall serve to diminish
your liability under the Processor Terms or Shopify Platform
Terms.
You are obliged to fulfill your obligations under this
Agreement and those under the Processor Terms and Shopify
Platform Terms.</p>
<p>Shopify has agreed to indemnify and hold the Processor harmless
for some, and, in some cases, all of your liabilities occurring
under the Processor Terms, including, but not limited to,
disputes (including, but not limited to, chargebacks), refunds,
reversals, returns and fines (as such terms are defined in the
Processor Terms).
Insofar as Shopify becomes liable to the
Processor or any other third party for any penalties, fines,
fees, or other liabilities under or in respect of the Processor
Terms, the Payments Services, the Payment Processing services,
or the Payment Network Rules, you agree to indemnify and hold
Shopify harmless from and against any and all such liabilities.</p>
<p>Additionally, we may require a personal guarantee from a
principal of a business for funds owed under this Agreement.</p>
<p>You agree to indemnify and defend Shopify, our affiliates, and
their respective employees, agents and service providers (each,
a “Shopify Entity”) against any claim, suit, demand, loss,
liability, damage, action, or proceeding (each, a “Claim”)
brought by a third party against a Shopify Entity, and you agree
to fully reimburse the Shopify Entities for any Claims that
result from: (i) your breach of any provision of this Agreement.
(ii) any fees, fines, penalties, disputes, reversals, returns,
chargebacks (as such terms are defined in the Processor Terms),
or any other liability we incur that results from your use of
the Payments Services.
(iii) negligent or willful misconduct of
your owners, employees, contractors, or agents.
(iv) contractual
or other relationships between you and your customers.
or, (v)
third-party indemnity obligations we incur as a direct or
indirect result of your acts or omissions, including, but not
limited to, indemnification of the Processor or any Payment
Network.</p>
<p>We will have the final decision-making authority with respect to
Claims, including, without limitation, claims for refunds for
purchased items that are filed with us by you or your customers.
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
Fees paid to us.</p>
<p>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.</p>
</li>
<li>
<p>
<strong>Your Representations, Warranties and Covenants</strong>
You represent and warrant to us that: (i) if you are a sole
proprietor, you are at least eighteen (18) years of age or, if
you are a corporation or other entity, that the person entering
into this Agreement on your behalf is at least eighteen (18)
years of age, is authorized to act on your behalf, and has the
authority to bind you to this Agreement.
(ii) you are eligible
to register and use the Payments Services and have the right,
power, and ability to enter into and perform under this
Agreement.
(iii) the name identified by you when you registered
is your name or business name under which you sell goods and
services and the information that you have provided to us is
accurate and complete.
(iv) you are not a member of an organized
crime group, a party who has been a member of an organized crime
group in the past five years, a quasi-member of an organized
crime group, a corporate racketeer, or other similar party, nor
are any of your officers or employees a member of the foregoing.
and, (v) you will not carry out, nor use a third party to carry
out, any of the following unlawful acts: (a) the act of making
violent demands.
(b) the act of making unreasonable demands
exceeding legal responsibilities.
(c) the act of using
threatening behavior or violence in relation to a transaction.
(d) the act of spreading rumors, using fraudulent means, or
using force to harm the other party’s reputation or obstruct the
party’s business.
(e) the act of selling products for the
purpose of money laundering.
(f) the act of using a Card held by
you for a sale without reasonable grounds or another act similar
to those set forth in (a) through (f).</p>
<p>You hereby covenant to us that: (i) any Transactions submitted
by you will represent a bona fide sale by you.
(ii) any
Transaction submitted by you will accurately describe the goods
and/or services sold and delivered to a customer.
(iii) you will
fulfill all of your obligations to each customer for which you
submit a Transaction and will resolve any disputes or complaints
directly with your customers.
(iv) you and all Transactions
initiated by you will comply with all applicable laws, rules,
and regulations applicable to your business, including, but not
limited to, any applicable tax laws and regulations.
(v) except
in the ordinary course of business, no Transaction submitted by
you through the Payments Services will represent a sale to any
principal, partner, proprietor, or owner of your entity.
(vi)
you will not use the Payments Services, directly or indirectly,
for any fraudulent undertaking or in any manner so as to
interfere with the use of the Payments Services.
and, (vii) any
information you provide to us will be accurate and complete.</p>
</li>
<li>
<p>
<strong>NO WARRANTIES</strong>
THE PAYMENTS SERVICES AND ALL ACCOMPANYING
DOCUMENTATION 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, AND
NON-INFRINGEMENT.
USE OF THE PAYMENTS SERVICES IS AT YOUR OWN
RISK.</p>
<p>NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM OR THROUGH THE PAYMENTS SERVICES OR FROM: (I) SHOPIFY.
(II) THE PROCESSOR, SUPPLIERS OR LICENSORS OF SHOPIFY OR THE
PROCESSOR.
OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS,
DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR
(II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND
INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL 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 CUSTOMERS WILL
COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.</p>
<p>WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT
WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS
PROVIDED THROUGH THE PAYMENTS SERVICES IS ACCURATE, RELIABLE OR
CORRECT.
(II) THE PAYMENTS SERVICES WILL MEET YOUR REQUIREMENTS.
(III) THE PAYMENTS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR
TIME OR LOCATION.
(IV) THE PAYMENTS SERVICES WILL FUNCTION IN AN
UNINTERRUPTED MANNER OR BE SECURE.
(V) ANY DEFECTS OR ERRORS
WILL BE CORRECTED.
OR, (VI) THE PAYMENTS SERVICES ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.</p>
<p>ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE PAYMENTS SERVICES IS DOWNLOADED AT YOUR OWN RISK AND
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY
OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
THE DISCLAIMING
ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG
WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.</p>
<p>THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE PAYMENTS SERVICES, OR ANY
HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND NEITHER SHOPIFY, THE PROCESSOR, NOR THE
FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY
MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
PRODUCTS OR SERVICES.</p>
</li>
<li>
<p>
<strong>Limitation of Liability and Damages</strong>
IN NO EVENT SHALL A
DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST
PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN
CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE PAYMENTS
SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY
TO USE, OR UNAVAILABILITY OF THE PAYMENTS SERVICES.
UNDER NO
CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE
RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM
HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
PAYMENTS SERVICES OR YOUR SHOPIFY PAYMENTS ACCOUNT, OR THE
INFORMATION CONTAINED THEREIN.</p>
<p>THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PAYMENTS
SERVICES.
(II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED
IN CONNECTION WITH THE PAYMENTS SERVICES AND/OR ANY AND ALL
PERSONAL INFORMATION STORED THEREIN.
(III) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM THE PAYMENTS SERVICES.
(IV)
ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE
THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYMENTS SERVICES.
(V)
ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR
INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE
USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED,
STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE
PAYMENTS SERVICES.
AND/OR (VI) USER CONTENT OR THE DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.</p>
<p>WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8,
THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE
LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN
THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SHOPIFY DURING
THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR LIABILITY.</p>
<p>THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE
LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT
LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR ANY OTHER BASIS.
THE LIMITATIONS APPLY EVEN IF
SHOPIFY OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.</p>
<p>THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST
EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.</p>
<p>The Payments Services are controlled and operated from
facilities in Canada and the United States.
We make no
representations that the Payments Services are appropriate or
available for use in other locations.
Those who access or use
the Payments Services from other jurisdictions do so at their
own volition and are entirely responsible for compliance with
all applicable United States, Canada, foreign and local laws and
regulations, including, but not limited to, export and import
regulations.
You may not use the Payments Services if you are a
resident of a sanctioned country embargoed by the United States,
Canada, or the European Union, or are a foreign person or entity
blocked or denied by the governments of the United States,
Canada or the European Union.</p>
</li>
<li>
<p>
<strong>Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous</strong>
You agree that any disputes arising out of or
relating to this Agreement or the Payments Services shall be
resolved in accordance with this Section D9.</p>
<p>This Agreement is governed by the laws of Delaware except for any
security interest created pursuant to Section C2 above, which
will be governed by and construed in accordance with the laws of
the applicable country, state, province, territory, or other
jurisdiction in which such security interest is registered, and
in each case without regard to its choice of law provisions to
the contrary.
The exclusive venue for any actions or claims
arising under or related to this Agreement shall be a court of
competent jurisdiction in Delaware.</p>
<p>Shopify may, or may direct the Processor to respond to and
comply with any subpoena, warrant, or other legal order (“Legal
Process”) that we believe to be valid.
The 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.</p>
<p>Headings are included for convenience only and shall not be
considered in interpreting this Agreement.
The Agreement does
not limit any rights that we may have under trade secret,
copyright, patent, or other laws.
Our failure to assert any
right or provision under this Agreement shall not constitute a
waiver of such right or provision.
No waiver of any term of this
Agreement shall be deemed a further or continuing waiver of such
term or any other term.</p>
</li>
<li>
<p>
<strong>Right to Amend</strong>
We have the right to change or add to
the terms of this Agreement at any time, and to change, delete,
discontinue, or impose conditions on any feature or aspect of
the Payments Services or software with notice that we in our
sole discretion deem to be reasonable in the circumstances,
including such notice in your Shopify Admin, or any other
website maintained or owned by us for the purposes of providing
services in terms of this Agreement.
Any use of the Payments
Services after our publication of any such changes shall
constitute your acceptance of this Agreement as modified.</p>
</li>
<li>
<p>
<strong>Assignment</strong>
This Agreement, and any rights and licenses
granted hereunder, may not be transferred or assigned by you
without our prior written consent, but may be assigned by us
without consent or other restriction.</p>
</li>
<li>
<p>
<strong>Change of Business</strong>
You agree to give us at least thirty
(30) days prior notification of your intent to change your
current product or services types, your business or trade name,
or the manner in which you accept payment.
You agree to provide
us with prompt notification within three (3) days if you are the
subject of any voluntary or involuntary bankruptcy or insolvency
application, petition or proceeding, receivership, bankruptcy,
or similar action or proceeding initiated by or against you or
any of your principals (any of the foregoing, a “Bankruptcy
Proceeding”).
You also agree to promptly notify us within three
(3) days of any adverse change in your financial condition, any
planned or anticipated liquidation or substantial change in the
basic nature of your business, any transfer or sale of
twenty-five percent (25%) or more of your total assets, or any
change in the control or ownership of your or your parent
entity.
You will also notify us within three (3) days of any
judgment, writ, warrant of attachment or execution, or levy
against twenty-five percent (25%) or more of your total assets.</p>
<p>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 shall allow the
pursuit of any other action available to us under the applicable
Payment Network Rules or law.</p>
</li>
<li>
<p>
<strong>Parties</strong>
This Agreement binds you and your respective
heirs, representatives, and permitted and approved successors
(including those by merger and acquisition), or any permitted
assigns.</p>
</li>
<li>
<p>
<strong>Third-Party Services and Links to Other Web Sites</strong>
You may be offered services, products, and promotions provided by
third parties and not by us.
If you decide to use these
third-party services, you will be responsible for reviewing and
understanding the terms and conditions associated with these
services.
You agree that we are not responsible for the
performance of these services.
The Shopify website may contain
links to third-party websites as a convenience to you.
The
inclusion of any website link does imply an approval,
endorsement, or recommendation by us.
You agree that your access
to any such website is at your own risk, and that the site is
not governed by the terms and conditions contained in this
Agreement.
We expressly disclaim any liability for these
websites.
Please remember that when you use a link to go from
our website to another website, our Privacy Policy is no longer
in effect.
Your browsing and interaction on any other website,
including those that have a link on our website, is subject to
that website’s own rules and policies.</p>
</li>
<li>
<p>
<strong>Force Majeure</strong>
No party will be liable for delays in
processing or other non-performance caused by such events as
fires, telecommunications failures, utility failures, power
failures, equipment failures, labor strife, riots, war,
terrorist attack, non-performance of our vendors or suppliers,
acts of God, or other causes over which the respective party has
no reasonable control, except that nothing in this section will
affect or excuse your liabilities and obligations under Sections
C1 or D5, including, without limitation, for reversals,
chargebacks, claims, fines, fees, refunds or unfulfilled
products and services.</p>
</li>
<li>
<p>
<strong>Entire Agreement and Remedies</strong>
These terms and
conditions, and all policies and procedures that are
incorporated herein by reference, constitute the entire
agreement between you and Shopify with respect to the provision
of the Payments Services.
Except as otherwise set out herein, in
the event of a conflict between this Agreement and any other
Shopify or Processor agreement or policy, this Agreement shall
prevail on the subject matter of this Agreement.
Except as
expressly provided in this Agreement, these terms describe the
entire liability of Shopify and our vendors and suppliers and
sets forth your exclusive remedies with respect to the Payments
Services and your access and use of the Payments Services.
If
any provision of this Agreement (or portion thereof) is held to
be invalid or unenforceable under applicable law, then it shall
be changed and interpreted to accomplish the objectives of such
provision to the greatest extent possible under applicable law,
and the remaining provisions will continue in full force and
effect.</p>
<p>This Agreement has been reviewed by you with the benefit of
independent legal counsel to the extent you consider necessary,
and any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply to the
construction or interpretation of this Agreement.
The rights
conferred upon us in this Agreement are not intended to be
exclusive of each other or of any other rights and remedies we
may have at law or in equity.
Rather, each and every right we
may have under this Agreement, at law or in equity, is
cumulative and concurrent, and in addition to every other right.</p>
<p>This Agreement may be available in languages other than English.
To the extent of any inconsistencies or conflicts between this
English Agreement and the Agreements available in another
language, the most current English version of the Agreement will
prevail.</p>
</li>
<li>
<p>
<strong>Survival</strong>
In addition to any provision that is
reasonably necessary to accomplish or enforce the purpose of
this Agreement, the following sections of this Agreement survive
and remain in effect in accordance with their terms upon the
termination of this Agreement: Sections A6 Payment Methods.
A8
Taxes.
A10 Security.
A11 Data Security.
A12 Audit Right.
A13
Privacy.
A14 Privacy of Others.
A15 Restricted Use.
A16
Suspicion of Unauthorized or Illegal Use.
A17 Payment Network
Rules.
A18 Disclosures and Notices.
A19 Automatic Reminders.
Section C Processing Card Transactions and Receiving Your Funds.
in its entirety.
and, Section D Termination and Other General
Legal Terms in its entirety.</p>
</li>
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