Shopify Payments Terms of Service - Japan
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 Commerce Singapore Pte. Ltd., organized under the laws of Singapore, with offices at 77 Robinson Road, 13-00 Robinson 77, Singapore 068896 (“Shopify”, “we”, “us”, or “our”).
A. The Shopify Payments Service
Our Role
- 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.
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.
Neither Shopify Inc. nor Shopify Commerce Singapore Pte. Ltd. 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.
The Processor
- The Processor is Stripe Japan Co., Ltd., organized under the
- laws of Japan, which is a technical
- services provider and may offer the services as an agent of one
- or more financial institutions in Japan (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 Japan 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.
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.
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”.
Your Role
- To utilize the Services, you must be a business located in
- Japan.
The Payments Services
- 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.
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.
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”).
POS Equipment
- 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.
Payment Methods
- 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.
Customer Service
- 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.
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, 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.
Your Customers
- 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.
Security
- 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.
Data Security
- 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. We may request additional security measures
- at any time and reserve the right to adjust these requirements at
- our discretion.
Audit Right
- 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.
Privacy
- 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.
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 acts as a “data controller”,
- or as otherwise agreed between you and the Processor, with
- regards to any personal data that they may process under this
- Agreement and that we are not responsible for how they process
- such data.
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.
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).
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.
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”.
Where a data subject is located in the U.K. or 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.
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.
Privacy of Others
- 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).
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.
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.
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.
Restricted Use
- 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; (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; or, (vi) work around any of the technical
- limitations of the Payments Services or Shopify’s checkout, 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.
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 or Shopify’s checkout, 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.
Suspicion of Unauthorized or Illegal Use
- 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.
Payment Network Rules
- 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.
Disclosures and Notices
- 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.
Automatic Reminders
- 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.
B. Getting a Payments Services Account
Registration
- The Payments Services are only made
- available to persons in Japan 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.
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.
Company Descriptions and Site URL
- 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.
Verification and Underwriting
- 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).
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.
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.
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.
Designated Country
- 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 Japan. By registering for a Shopify Payments Account, you
- are confirming that you are either a legal resident of Japan or
- you are duly established and, if necessary, registered or
- licensed as a business entity authorized to conduct business in
- Japan. The Payments Services and Shopify Payments Account may
- only be used in Japan. By accepting this Agreement, you confirm
- that you will satisfy these requirements.
Prohibited Businesses
- 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.
Financial and professional services
- Credit and finance products
- Credit counseling, reimbursement, credit improvement operators, mortgage reduction services, lease finance products, securities brokers
- Financial or legal services
- Bail guarantee, chain mail, cashing, payment facilitation service, collection operator, money, commodity exchange, money transfer business, money transfer, and money service provider
- Virtual currency, electronic money
- A virtual currency that can be monetized, resold or exchanged for merchandise or digital goods or services, or used outside the virtual space (such as bitcoin); the monetary value of electronic money issued by an electronic money issue
Illegal goods or services
- Adult content and services
- Pornography and other obscene material (including printed materials, depictions, other media); websites providing sex-related services (including prostitution, escorts, viewing, live chat, etc.)
- Article creation service
- Thesis preparation agency
- Counterfeit or illegal goods
- Unauthorized brand/designer products; counterfeit goods, illegally imported/exported goods/services, deposits, cannabis, and related businesses; weapons and ammunition; toxic, flammable, or radioactive materials
- Damage to intellectual property rights and intellectual property rights
- Music, movies and software sold, distributed, or accessed without permission by the author or copyright holder; trademarks, copyrights, trade secrets, goods or services that infringe on third-party ownership, or privacy rights; 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
- Gambling
- Services including, but not limited to, lottery, online games, contests, lotteries, etc.; game predictions or odds making; penny auctions
- Regulated products and services
- Tobacco sales (including electronic cigarettes); non-face-to-face/MOTO; age-restricted products or services; contact lenses; seals; worker dispatch; drug sales sites; sales of products and services that are illegal under the laws of the purchaser
- Sanctions
- 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
Predatory acts that are fraudulent or deceive
- Get rich quick schemes
- Investment opportunities or other services that promise high rewards
- Valueless service
- 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
Products or services that are otherwise prohibited by law or our financial partners
- Aggregation
- Aggregators aiming to obscure funding sources such as storage agents or payment agents
- Animals
- Living animals
- Donation
- Donations and donations to individuals
- Embassy, foreign consulate or other foreign government
- Embassy, foreign consulate or other foreign government
- High risk businesses
- Bankruptcy lawyer; intensive reservation service; travel agency; travel club; aviation; cruise ship; credit card and identity the protection; prepaid telephone card; telephone service and mobile phone; delivery and transportation broker; telecommunications equipment and phone sales; mobile phones; chain sales transactions, business offer invitation sales; timeshare programs; door-to-door sales; negative response marketing; personal computer technical support; psychic/spiritual services (advocates fortune-telling and luck, amulet); information fees for home trading, etc.; program survey fees (how to apply for low interest credit cards, etc.) (Koshishinsho etc.); detectives; flash marketing; products that cannot be transferred or resold (mileage cards, point cards, members); wig sale; violation of purchasing agency services; businesses that pay a reward by sharing, dating, or eating and drinking (garage drinks, business trip host/hostess, etc.); any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property; or, 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
- Narcotics
- Drug-related (including syringe)
- Procurement of products on the list of prohibited member stores
- Procurement of products listed on the list of prohibited member stores (including gambling winning law, items that are likely to be used for crimes)
- Pseudo pharmaceuticals
- Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body (including, but not limited to, anti-aging tablets, sexual nutrients, diet-related tablets, etc.)
- Social media activities
- Sales of social media-related activities such as Twitter followers, Facebook likes, YouTube viewing, Instagram followers, etc.
- Substances designed to imitate illegal drugs
- Selling legal substances designed to mimic the effects of illegal drugs
- Telemarketing
- Outbound telemarketers; telemarketing companies that offer free gifts, giveaways or lotteries, or contest enrollment to solicit purchases of goods or services; up-sell inbound telemarketing, and telemarketing companies sell products and services on behalf of third parties
- Use of Shopify Payments in a manner inconsistent with its intended use or as expressly prohibited in the Processor Terms
- 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; sharing cardholder information with another merchant for payment or upsell cross-sell product service
- Various services
- Industrial waste treatment, water purifier, waste disposal machine, health equipment, etc.
- Video games and virtual world credits
- In-game currency sales by non-virtual space operators
C. Processing Card Transactions and Receiving Your Funds
Shopify Payments Fees
- 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.
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.
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".
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.
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.
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.
Security Interest
- 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.
Our Collection Rights
- 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.
Further, we may deduct, or request that the Processor deduct, from
- any accounts associated with your Shopify Payments Account, including
- the Processor Account and the Reserve Account, any amounts that you
- owe to us under this Agreement or any other agreement you have
- entered into with us or our affiliates.
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.
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.
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.
Reserves
- 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.
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, (iii) 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.
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.
Contesting Chargebacks
- 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.
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.
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.
We reserve the right, upon notice to you, to charge a fee for
- mediating or investigating chargeback disputes.
D. Termination and Other General Legal Terms
Term
- 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.
Termination
- 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.
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.
Effects of Termination
- 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).
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.
Termination of this Agreement will not necessarily terminate
- your Shopify Platform Terms, unless Shopify determines
- otherwise.
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.
Ownership
- 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.
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.
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.
Your Liability and Indemnification Concerning Liabilities
- 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.
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.
Additionally, we may require a personal guarantee from a
- principal of a business for funds owed under this Agreement.
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.
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.
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.
Your Representations, Warranties and Covenants
- 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).
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.
NO WARRANTIES
- 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.
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.
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.
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.
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.
Limitation of Liability and Damages
- 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.
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.
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.
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.
THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST
- EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
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.
Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous
- 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.
This Agreement is governed by the laws of Singapore 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 Singapore.
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.
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.
Right to Amend
- 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.
Assignment
- 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.
Change of Business
- 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.
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.
Parties
- This Agreement binds you and your respective
- heirs, representatives, and permitted and approved successors
- (including those by merger and acquisition), or any permitted
- assigns.
Third-Party Services and Links to Other Web Sites
- 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 not 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.
Force Majeure
- 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.
Entire Agreement and Remedies
- 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.
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.
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.
Survival
- 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.