Shopify Payments Terms of Service - United States

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”).

A. The Shopify Payments Service

  1. Our Role

  2. The Shopify Payments service (“Shopify
  3. Payments” or the “Payments Services”) is a: (i) payment account
  4. boarding; (ii) payment underwriting; and, (iii) payment data
  5. transmission service that helps you integrate with a payment
  6. processor (the “Processor”), as described more fully in this
  7. Agreement. The Payments Services may also apply to your use of
  8. point-of-sale equipment (“POS Equipment”), subject to
  9. availability and to your election to procure the same. You
  10. hereby appoint us as your agent to deliver information and
  11. instructions on your behalf to the Processor.

    Under the separate Shopify Platform Terms of

  12. Service (the “Shopify
  13. Platform Terms”), Shopify Inc. provides you with its online
  14. storefront, shopping cart, store management, marketing, and
  15. other services (collectively, the “Shopify Platform Services”).
  16. The Shopify Platform Terms are incorporated herein by reference
  17. and by accepting this Agreement you are also accepting them.

    Neither Shopify Inc. nor Shopify Payments (USA) Inc. is a

  18. bank, payment institution, or money services business, but are
  19. instead, respectively, a supplier of the Shopify Platform
  20. Services supplied under the Shopify Platform Terms and of the
  21. Payments Services under this Agreement.

  22. The Processor

  23. The Processor is Stripe, Inc., organized under the laws of
  24. Delaware, which is a technical
  25. services provider and may offer the services as an agent of one
  26. or more financial institutions in United States (each, a “Financial
  27. Services Provider”). The processing and settlement of
  28. Transactions (as defined below) (“Payment Processing”) is
  29. carried out by the Processor and any of the Financial Services
  30. Providers under a separate Stripe Connected Account
  31. Agreement,
  32. including the United States Stripe Services
  33. Agreement and the applicable
  34. Financial Services Terms, and
  35. to the extent you use a payment method that is subject to
  36. additional terms, the Payment
  37. Terms (collectively,
  38. the “Processor Terms”). By accepting this Agreement, you are
  39. also accepting and agreeing to be bound by the Processor Terms,
  40. which is the legal agreement between you and the Processor.

    Shopify is not a party to the Processor Terms and is not liable

  41. to you in respect thereof. By accepting this Agreement and the
  42. Processor Terms you are agreeing to the creation of an account
  43. with the Processor for Payment Processing (the “Processor
  44. Account”). We reserve the right to change the Processor, subject
  45. to the terms of our agreement with the Processor. In the event
  46. of any inconsistency between this Agreement and the Processor
  47. Terms, this Agreement shall prevail, except in the event of any
  48. inconsistency between this Agreement and the Processor Terms
  49. concerning Payment Processing or the Processor Account, in which
  50. case the Processor Terms shall prevail.

    The Processor’s role is to accept and process credit card, debit

  51. card and other types of payments (collectively “Cards”) with
  52. respect to sales of your products and services through
  53. internet-based transactions (“Card Not Present Transactions" or
  54. “CNP Transactions”). If applicable, POS Equipment permits
  55. transmission of data to the Processor from in-person,
  56. point-of-sale transactions (“Card Present Transactions" or “CP
  57. Transactions”), as well as manually entered transactions (“Keyed
  58. Transactions”). CNP Transactions, CP Transactions and Keyed
  59. Transactions shall be referred to herein, collectively, as
  60. “Transactions”.

  61. Shop Pay Installments

  62. You may enable Shop Pay Installments through your merchant portal
  63. or through your use of Shop Pay Installments, and by accepting this
  64. Agreement, you accept and agree to be bound by the Shop Pay
  65. Installments Terms
  66. and the Merchant Agreement (Shop Pay Installments)
  67. with Affirm.

  68. Your Role

  69. To utilize the Services, you must be a business located in
  70. United States.

  71. The Payments Services

  72. Shopify hereby grants you a
  73. non-exclusive, non-transferable, non-sublicensable, limited,
  74. revocable right to use the Payments Services (the “License”).
  75. The License shall be for the term of this Agreement only.
  76. Neither the License nor any other provision hereof shall grant
  77. any rights in the Payments Services or other intellectual
  78. property rights except the limited License of use set out above.

    You shall not: (i) permit any third party to access the Payments

  79. Services, including, but not limited to, your Shopify Admin on
  80. our website (the “Shopify Admin”), except as permitted herein,
  81. and to carry out Transactions; (ii) create derivate works based
  82. on the Payments Services; (iii) copy, frame or mirror any part
  83. of the content of the Payments Services, other than copying or
  84. framing for your internal business purposes; (iv) reverse
  85. engineer, disassemble, decompile, or otherwise attempt to
  86. discover the source code or trade secrets for any of the
  87. Payments Services; or, (v) access the Payments Services in order
  88. to build a competitive product or service.

    It is your responsibility to obtain your customers’ consent to

  89. be billed for each Transaction or, as the case may be, on a
  90. recurring basis, in compliance with applicable legal
  91. requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa
  92. Canada Inc. and Visa International (collectively, “Visa”),
  93. MasterCard International Incorporated (“MasterCard”), American
  94. Express or other applicable Card networks’ (such networks being,
  95. collectively, the “Payment Networks”) payment rules (the
  96. “Payment Network Rules”).

  97. POS Equipment

  98. If applicable, you may elect to purchase
  99. POS Equipment from Shopify that will allow you to accept CP
  100. Transactions and Keyed Transactions. POS hardware may be
  101. purchased on the Shopify hardware store located here:
  102. www.shopify.com/pos/hardware
  103. (the “POS Equipment Store”). POS software may be downloaded for
  104. iOS devices from the Apple App Store under the title “Shopify
  105. POS” or “Shopify”. Your use of the Shopify POS hardware and
  106. software is subject to the applicable sections of the Shopify
  107. Platform Terms of Service.

  108. Payment Methods

  109. The Payments Services support most
  110. Payment Network Cards, including credit, debit, pre-paid, or
  111. gift cards. You assume sole and exclusive responsibility for the
  112. use of the Payments Services. You also assume sole and exclusive
  113. responsibility for Transactions under the Processor Terms. You
  114. are solely responsible for verifying the identity of customers
  115. and of the eligibility of a presented Card used to purchase your
  116. products and services, and Shopify does not guarantee or assume
  117. any liability for Transactions authorized and completed that may
  118. later be reversed or charged back (see section D5 below). You
  119. are solely responsible for all reversed or charged back
  120. transactions regardless of the reason for, or timing of the
  121. reversal or chargeback. Shopify or the Processor may add or
  122. remove one or more types of Payment Networks or Cards, in their
  123. sole discretion, at any time, without prior notice to you.

  124. Customer Service

  125. Shopify will use its commercially
  126. reasonable efforts to provide you with customer support to help
  127. resolve issues relating to the Payments Services. The Processor
  128. retains sole and exclusive responsibility for Payment Processing
  129. of Transactions, including the settlement of funds, but Shopify
  130. will provide reasonable assistance in liaising between you and
  131. the Processor concerning the Payment Processing services. You
  132. assume sole and exclusive responsibility for providing customer
  133. service or support to your customers for any and all issues
  134. related to your products and services, including, but not
  135. limited to, issues arising from the processing of Cards through
  136. the Payments Services.

  137. Taxes

  138. You have sole and exclusive responsibility to
  139. determine what, if any, taxes apply to the sale of your goods
  140. and services and/or the payments you receive in connection with
  141. your use of the Payments Services ("Taxes"). It is solely your
  142. responsibility to assess, collect, report, or remit the correct
  143. Taxes to the proper tax authority, whether in customers’
  144. jurisdictions, your jurisdiction or elsewhere. We are not
  145. obligated to, nor will we, determine whether Taxes apply, or
  146. calculate, collect, report, or remit any Taxes to any tax
  147. authority, arising from any Transaction. Shopify retains the
  148. right, but not the obligation, at its sole discretion, to
  149. complete and file tax or related reports with tax authorities
  150. regarding Transactions in those jurisdictions where Shopify
  151. deems such reporting necessary. You hereby indemnify and hold
  152. Shopify harmless from and against any and all liability related
  153. to Taxes and filings made by Shopify in respect thereof.

    You agree to receive all federal and state tax statements in an

  154. electronic format and acknowledge that paper tax statements
  155. will not be provided. We will notify you when an electronic
  156. statement is available by posting a notice in your Shopify Admin
  157. or emailing it to the email address listed in your Shopify Account.
  158. Specific instructions for access and download will be included.

    In the event you withdraw consent with the Shopify Platform Terms

  159. and/or these terms, you will receive all electronic tax-related
  160. statements for the duration of time the agreement was authorized.

  161. Your Customers

  162. If prohibited by law, you will not impose
  163. any fee or surcharge on a customer that seeks to use an eligible
  164. Card. You will provide an informational slip or receipt to your
  165. customer at the conclusion of the Transaction that includes all
  166. information required under Payment Network Rules and applicable
  167. law.

  168. Security

  169. We maintain commercially reasonable
  170. administrative, technical and physical procedures to protect all
  171. the personal information regarding you and your customers that
  172. is stored in our servers from unauthorized access, accidental
  173. loss, or modification. Shopify cannot, however, guarantee that
  174. unauthorized third parties will never be able to defeat those
  175. measures or use such personal information for improper purposes.

  176. Data Security

  177. You assume full responsibility for the
  178. security of data on your website or otherwise in your possession
  179. or control. You agree to comply with all applicable laws and
  180. rules in connection with your collection, security, and
  181. dissemination of any personal, financial, Card, or Transaction
  182. information (collectively, “Data", and as pertains to your
  183. customers, “Cardholder Data”). You agree that at all times you
  184. shall be compliant with applicable Payment Card Industry Data
  185. Security Standards (“PCI-DSS”) and, as applicable, the Payment
  186. Application Data Security Standards (“PA-DSS”). You agree to
  187. promptly provide Shopify with documentation evidencing your
  188. compliance with PCI-DSS and/or PA-DSS upon request. You also
  189. agree that you will use only PCI-DSS and PA-DSS compliant
  190. service providers in connection with the storage or transmission
  191. of Card information, including a cardholder’s account number,
  192. expiration date, and CVV2. You must not store CVV2 data at any
  193. time. Information on PCI-DSS can be found on the PCI Council’s
  194. website. It is your
  195. responsibility to comply with these standards and all the
  196. Payment Network Rules. We may request additional security measures
  197. at any time and reserve the right to adjust these requirements at
  198. our discretion.

  199. Audit Right

  200. If Shopify believes that a security breach,
  201. personal data breach, or other compromise of data may have
  202. occurred, Shopify may require you to have a third-party auditor
  203. that is approved by Shopify conduct a security audit of your
  204. systems and facilities and issue a report to be provided to
  205. Shopify and, at Shopify’s discretion, to the Processor, its
  206. Financial Services Provider, Payment Networks, and law
  207. enforcement, at your sole cost and expense.

  208. Privacy

  209. Your privacy and the protection of your data
  210. are very important to us. You acknowledge that you have
  211. received, read in full, and agree with the terms of our Privacy
  212. Policy, our Data
  213. Processing Addendum, and the
  214. Processor’s Privacy Policy.
  215. Our Privacy Policy and Data Processing Addendum are hereby
  216. incorporated into this Agreement. Shopify’s Privacy Policy and
  217. the Processor’s Privacy Policy contain important information
  218. about the collection, use, retention, and disclosure of personal
  219. information, as well as other important matters, and explains
  220. how and for what purposes we and the Processor collect, use,
  221. retain, disclose and safeguard the information you provide to
  222. us. You agree that Shopify’s Privacy Policy and the Processor’s
  223. Privacy Policy may be modified at Shopify’s or the Processor’s
  224. option, if necessary, and you will check each Privacy Policy on
  225. a regular basis. You also acknowledge that the Processor is
  226. required to report your business name and the name of your
  227. principals to the Member Alert to Control High-Risk merchants
  228. list of MasterCard (“MATCH List”) maintained by MasterCard and
  229. accessed and updated by American Express, to the VMAS database
  230. upheld by Visa Europe, and/or to the Consortium Merchant
  231. Negative File maintained by Discover, if applicable, pursuant to
  232. the requirements of the Payment Network Rules. Additionally, you
  233. agree that Shopify’s collection, use, retention, and disclosure
  234. of personal information is subject to our Data Processing
  235. Addendum.

    We will at all times comply with the provisions of applicable

  236. data protection law, including the EU General Data Protection
  237. Regulation (“GDPR”), as applicable. If we process any of your
  238. personal data when performing our obligations under this
  239. Agreement, we will do so as a “data controller”, as defined by
  240. the GDPR. If we process any Cardholder Data on your behalf, we
  241. and you both agree that it is our intention that you shall be
  242. the “data controller” and we shall be the “data processor” in
  243. relation to that data, as those terms are defined in the GDPR.
  244. We shall process the personal data only in accordance with the
  245. terms of this Agreement and any lawful instructions reasonably
  246. given by you to us from time to time. Additionally, you
  247. acknowledge that the Processor acts as a “data controller”,
  248. or as otherwise agreed between you and the Processor, with
  249. regards to any personal data that they may process under this
  250. Agreement and that we are not responsible for how they process
  251. such data.

    We will notify you (within a reasonable time frame) if we

  252. receive a request from a person to have access to, or to erase
  253. that person’s personal data, a complaint or request relating to
  254. your obligations under applicable data protection legislation,
  255. or any other communication relating directly to the processing
  256. of any personal data in connection with this Agreement. You
  257. acknowledge that such requests may be subject to independent
  258. legal retention or confidentiality requirements, as permitted by
  259. the GDPR.

    We will provide you with reasonable co-operation and assistance

  260. in relation to any complaint or request made in respect of any
  261. personal data processed by us on your behalf, including by
  262. providing you with details of the complaint or request, helping
  263. you to comply with any data subject access requests (within the
  264. relevant timescales set out in applicable data protection
  265. legislation), and providing you with any personal data we hold
  266. in relation to a person making a complaint or request (again,
  267. within a reasonable timescale).

    You acknowledge that we are relying on you for direction as to

  268. the extent to which we are entitled to use and process the
  269. personal data in the Cardholder Data that you provide us with.
  270. Consequently, we will not be liable for any claim brought by a
  271. data subject arising from any action or omission by us, to the
  272. extent that such action or omission resulted from your
  273. instruction.

    You consent to the exchange of your information between the

  274. account you have established through the Shopify Platform
  275. Services and the Payments Services established under this
  276. Agreement. Shopify will commingle such accounts and refers to
  277. them together in this Agreement as the “Shopify Payments
  278. Account”.

    Additionally, when you elect to use a third party sales

  279. channel integration made available through the Shopify
  280. Platform Services (e.g. choosing to sell your products on
  281. Facebook) your transactions on such third party sales channel
  282. (“Third Party Channel”) may be processed by Shopify Payments.
  283. Where Shopify Payments process transactions on your behalf on
  284. a Third Party Channel, you agree and consent to Shopify
  285. sharing or disclosing your data (including personal
  286. information) with the operator of the Third Party Channel in
  287. the context of a data breach or audit, if Shopify is required
  288. to do in connection with its performance of the Payments
  289. Services.

    Where a data subject is located in the U.K. or the European

  290. Economic Area that data subject's personal data will be processed
  291. by Shopify International Limited, in accordance with our Privacy
  292. Policy. As part of providing the Payments Services, this personal
  293. data may be transferred to other regions, including to Canada and
  294. the United States. Additionally, in order to process, use, record,
  295. and disclose your personal information, information related to
  296. your business, and Data, we or our agents may transfer such
  297. information to and receive it from the Processor, its Financial
  298. Services Provider, or their respective agents and, in so doing,
  299. we may transmit or possess it outside of your jurisdiction.

    Additionally, in order to provide the Payments Services, we use

  300. a variety of third party “sub-processors” that fall into many
  301. broad categories—for example, we use sub-processors to help us:
  302. (i) protect you and Shopify from potentially risky transactions,
  303. security threats, or fraud; (ii) perform administrative tasks;
  304. (iii) deliver portions of the Payments Services (e.g., third
  305. parties that work with us to actually process credit card
  306. payments or conduct any shipping); (iv) develop and improve our
  307. products and the Payments Services; (v) generate analytics or
  308. other information relating to the Payments Services; and, (vi)
  309. build our technical infrastructure (e.g., using cloud storage
  310. providers or information security vendors). By using the
  311. Payments Services, you consent to our use of sub-processors,
  312. which is described in more detail in our Privacy
  313. Policy.

  314. Privacy of Others

  315. You represent to us that you are in
  316. compliance with all applicable privacy laws and that you
  317. maintain a publicly accessible privacy policy that accurately
  318. discloses how you collect, use, and disclose personal data,
  319. including through the Payments Services. Additionally, you
  320. represent to us that you have obtained all necessary rights and
  321. consents under applicable law to allow us and the Processor to
  322. collect, use, retain, and disclose any Cardholder Data that you
  323. provide to, or authorize us to collect, including information
  324. that we may collect directly from you of your customers via
  325. cookies or other means and to use that data to provide the
  326. Payments Services (e.g., to process Transactions and to screen
  327. for fraud or compliance purposes).

    Further, you represent that we will not be in breach of any such

  328. laws by collecting, receiving, using, and disclosing such
  329. information in connection with the Payments Services as
  330. described in our Privacy
  331. Policy. As between the
  332. parties to this Agreement, you are solely responsible for
  333. disclosing to your customers that we will collect and process
  334. their Cardholder Data in our supply of the Payments Services to
  335. you, and that in so doing we may transmit or possess it outside
  336. of your or their jurisdiction, and that it may be subject to
  337. disclosure as required by applicable law.

    If you receive information about others, including cardholders

  338. and other customers, through the use of the Payments Services,
  339. you must keep such information confidential and only use it in
  340. connection with the Payments Services or as otherwise permitted
  341. by the subject of such information.

    You may not disclose or distribute any such information to a

  342. third party or use any such information for marketing purposes
  343. unless you receive the express consent of the subject thereof to
  344. do so. You may not disclose Cardholder Data to any third party
  345. other than in connection with processing a Transaction requested
  346. by your customer.

  347. Restricted Use

  348. You are required to obey all laws,
  349. rules, and regulations applicable to your use of the Payments
  350. Services (e.g., including those governing financial services,
  351. consumer protections, unfair competition, anti-discrimination,
  352. or false advertising). In addition to any other requirements or
  353. restrictions set forth in this Agreement, you shall not: (i)
  354. utilize the credit available on any Card to provide cash
  355. advances to cardholders; (ii) submit any Transaction for
  356. processing that does not arise from your sale of goods or
  357. service to a customer; (iii) act as a payment intermediary or
  358. aggregator or otherwise resell the Payments Services on behalf
  359. of any third party; (iv) send what you believe to be potentially
  360. fraudulent authorizations or fraudulent Transactions; (v)
  361. use the Payments Services or the Payment Processing services in
  362. a manner that a Payment Network reasonably believes to be an
  363. abuse of the Payment Network or a violation of the Payment
  364. Network Rules; or, (vi) work around any of the technical
  365. limitations of the Payments Services or Shopify’s checkout, use
  366. any tool to enable features or functionalities that are otherwise
  367. disabled in the Payments Services, or decompile, disassemble, or
  368. otherwise reverse engineer the Payments Services, except to the
  369. extent that such restriction is expressly prohibited by law.

    You further agree not to permit any third party to do any of the

  370. following: (i) access or attempt to access our systems,
  371. programs, or data that are not made available for public use;
  372. (ii) copy, reproduce, republish, upload, post, transmit, resell,
  373. or distribute, in any way, material from us; (iii) permit any
  374. third party to use and benefit from the Payments Services via a
  375. rental, lease, timesharing, service bureau, or other
  376. arrangement; (iv) transfer any rights granted to you under this
  377. Agreement; (v) work around any of the technical limitations of
  378. the Payments Services or Shopify’s checkout, use any tool to enable features or
  379. functionalities that are otherwise disabled in the Payments
  380. Services, or decompile, disassemble, or otherwise reverse
  381. engineer the Payments Services, except to the extent that such
  382. restriction is expressly prohibited by law; (vi) perform or
  383. attempt to perform any actions that would interfere with the
  384. proper working of the Payments Services, prevent access to or
  385. use of the Payments Services by our other users, or impose an
  386. unreasonable or disproportionately large load on our
  387. infrastructure; or, (vii) otherwise use the Payments Services
  388. except as expressly allowed under this section.

  389. Suspicion of Unauthorized or Illegal Use

  390. We reserve the
  391. right to not provide the Payments Services in respect of any
  392. Transaction you submit that we believe, in our sole discretion,
  393. is in violation of this Agreement, any other Shopify or
  394. Processor agreement, or exposes you, Shopify, the Processor, or
  395. any other third party to actual or potential risk or harm,
  396. including, but not limited to, fraud and other criminal acts.
  397. You are hereby granting us authorization to share information
  398. with law enforcement about you, your Transactions, or your
  399. Shopify Payments Account.

  400. Payment Network Rules

  401. The Payment Networks have
  402. established guidelines, bylaws, rules, and regulations in the
  403. form of the Payment Network Rules. You are required to comply
  404. with all applicable Payment Network Rules. The Payment Network
  405. Rules for Visa, MasterCard and American Express are available on
  406. the Internet at the following links:
  407. Visa,
  408. MasterCard
  409. and American
  410. Express.
  411. The Payment Networks may amend the Payment Network Rules at any
  412. time and without notice to us or to you. Insofar as the terms of
  413. this Agreement and/or the Processor Terms are inconsistent with
  414. the Payment Network Rules, the Payment Network Rules shall
  415. prevail. We reserve the right to amend this Agreement at any
  416. time, with notice to you, as may be necessary to comply with the
  417. Payment Network Rules.

  418. Disclosures and Notices

  419. You agree that Shopify can
  420. provide disclosures and notices, including tax forms, that we
  421. deem appropriate regarding the Payments Services to you by
  422. posting such disclosures and notices in your Shopify Admin,
  423. emailing them to the email address listed in your Shopify
  424. Account, or mailing them to the address listed in your Shopify
  425. Account. You also agree that electronic disclosures and notices
  426. have the same meaning and effect as if we had provided you with
  427. a paper copy. Such disclosures and notices shall be considered
  428. to be received by you within twenty-four (24) hours of the time
  429. it is posted to your Shopify Admin or emailed to you, unless we
  430. receive notice that the email was not delivered.

  431. Automatic Reminders

  432. We may use automated telephone
  433. dialing, text messaging systems, and email to provide messages
  434. to you about your Shopify Payments Account. The telephone
  435. messages may be played by a machine automatically when the
  436. telephone is answered, whether answered by you or another party.
  437. These messages may also be recorded by your answering machine or
  438. voicemail. You give us permission to call or send a text message
  439. to any telephone number that you have given us and to play
  440. pre-recorded messages or send text messages with information
  441. about this Agreement or your account over the phone. You agree
  442. that we will not be liable to you for any such calls or
  443. electronic communications even if information is communicated to
  444. an unintended recipient. You understand that when you receive
  445. such calls or electronic communications you may incur a charge
  446. from the company that provides you with telecommunications,
  447. wireless and/or Internet services. You agree that we have no
  448. liability for such charges. You agree to immediately notify us
  449. if you change telephone numbers or are otherwise no longer the
  450. subscriber or customary user of a telephone number or email
  451. address you have previously provided to us.

B. Getting a Payments Services Account

  1. Registration

  2. The Payments Services are only made
  3. available to persons in United States that operate a business selling
  4. goods and services. You may not use the Payments Services for
  5. non-commercial, personal, family, or household purposes. To use
  6. Shopify Payments for your business, you are required to register
  7. for a Shopify Payments Account. When you register for a Shopify
  8. Payments Account, we will collect information such as your name
  9. (if you are a sole proprietor), your business or trade name,
  10. your address, email, phone number, business identification or
  11. registration number, and certain other information that we
  12. require. We may also collect personal information (including
  13. name, birthdate, and government-issued identification number)
  14. about your beneficial owners or principals.

    You may register as an individual (sole proprietor) or as a

  15. corporation or other legal entity. If you register as a
  16. corporation or other legal entity, you must be authorized to act
  17. on behalf of such entity, have the authority to bind the entity
  18. to this Agreement, and you must agree to this Agreement on
  19. behalf of such entity. If you have so agreed, the term
  20. "Merchant", “you” or “your” will mean you, the natural person
  21. acting as a business, if you are a sole proprietor, or if you
  22. have registered as a corporation or other legal entity, it will
  23. mean that entity. You understand that by registering for a
  24. Shopify Payments Account, you are also registering for a
  25. Processor Account under the Processor Terms and that you are
  26. simultaneously providing your information to Shopify for the
  27. purpose of opening a Shopify Payments Account, and to the
  28. Processor for the purpose of establishing your Processor
  29. Account.

  30. Company Descriptions and Site URL

  31. As part of your
  32. registration, you must provide the name under which you do
  33. business (which may be the business’ legal name or a "doing
  34. business name") (e.g. MyStore Online Widgets) and a billing
  35. descriptor. These two fields and your site URL may appear in your
  36. customers’ credit or debit card statements. To avoid customer
  37. confusion and Transaction disputes it is important that you
  38. enter a description that clearly identifies your business. You
  39. hereby agree to indemnify us from any costs, liabilities,
  40. losses, or expenses from disputes due to your failure to do so.

  41. Verification and Underwriting

  42. To verify your identity,
  43. we may require additional information, including your company
  44. registration number or business number, your HST, GST, or tax
  45. number, and, if applicable, your date of birth. We may also ask
  46. for additional information to help verify your identity and
  47. assess your business risk, including, but not limited, to
  48. business invoices, reseller authorization or distributor
  49. information, a driver’s license or other government issued
  50. identification, or business license, for you or for any of the
  51. owners or principals of your business. We may ask you for your
  52. financial statements. We may request your permission to do a
  53. physical inspection at your place of business and to examine
  54. books and records that pertain to your compliance with this
  55. Agreement. Your failure to comply with any of these requests
  56. within five (5) days may result in suspension or termination of
  57. your Shopify Payments Account and the Processor Account. You
  58. authorize us to retrieve additional information about you from
  59. third parties and other identification services. We reserve the
  60. right to hold funds in your Shopify Payments Account while
  61. awaiting the information requested above. Shopify may use your
  62. information to apply for card merchant acquiring accounts on
  63. your behalf with certain Payment Networks (such as American
  64. Express).

    After we have collected and verified all your information, we

  65. will review your account and determine if you are eligible to
  66. use the Payments Services. We will notify you once your Shopify
  67. Payments Account has been either approved or deemed ineligible
  68. for use of the Payments Services.

    By accepting the terms of this Agreement, you are providing us

  69. with authorization to retrieve information about you by using
  70. third parties, including credit bureaus and other information
  71. providers. You acknowledge that such information retrieved may
  72. include your name, address history, credit history, and other
  73. data about you. We may periodically update this information to
  74. determine whether you continue to meet the eligibility
  75. requirements for a Shopify Payments Account.

    You agree that Shopify is permitted to contact and share

  76. information about you and your application (including whether
  77. you are approved or declined), your Shopify Payments Account,
  78. and the Processor Account with the Processor and other third
  79. parties in order to perform the Payments Services. This includes
  80. sharing information: (i) about Transactions for regulatory or
  81. compliance purposes; (ii) for use in connection with the
  82. management and maintenance of the Payments Services; (iii) to
  83. create and update our and their customer records about you, and
  84. to assist us and them in better serving you; and, (iv) to
  85. conduct our and their risk management process.

  86. Designated Country

  87. In registering for a Shopify Payments
  88. Account, you are obliged to identify the location from where you
  89. are operating the business that will use the Payments Services
  90. in United States. By registering for a Shopify Payments Account, you
  91. are confirming that you are either a legal resident of United States or
  92. you are duly established and, if necessary, registered or
  93. licensed as a business entity authorized to conduct business in
  94. United States. The Payments Services and Shopify Payments Account may
  95. only be used in United States. By accepting this Agreement, you confirm
  96. that you will satisfy these requirements.

  97. Prohibited Businesses

  98. The following categories of businesses and business practices
  99. are prohibited from using the Payments Services (“Prohibited
  100. Businesses”). Prohibited Business categories may be imposed by
  101. law or through the Payment Network Rules, by Shopify or the
  102. requirements of the Processor’s Financial Services Providers.
  103. The types of businesses listed below are representative but not
  104. exhaustive. If you are uncertain as to whether your business is
  105. a Prohibited Business or have questions about how these
  106. requirements apply to you, please contact
  107. us. We may
  108. add to or update the Prohibited Business list at any time.

Financial and professional services

Investment and credit services
Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instruments
Money and legal services
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.)
Virtual currency or stored value
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

IP Infringement, regulated or illegal products and services

Adult content and services
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
Counterfeit or unauthorized goods
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
Gambling
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
Intellectual property or proprietary rights infringement
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
Regulated or illegal products or services
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
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

Products or services that are otherwise prohibited by law or our financial partners

Aggregation
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
Drug paraphernalia
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
High risk businesses
Bankruptcy lawyers; remote technical support; 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
Multi-level marketing
Pyramid schemes network marketing and referral marketing programs
Pseudo pharmaceuticals
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
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, Instagram followers, and other forms of social media activity
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
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; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service
Video game or virtual world credits
Sale of in-game currency unless the merchant is the operator of the virtual world

Unfair, predatory, or deceptive practices

Get rich quick schemes
Investment opportunities or other services that promise high rewards
Mug shot publication or pay-to-remove sites
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
No-value-added services
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

C. Processing Card Transactions and Receiving Your Funds

  1. Shopify Payments Fees

  2. You agree to pay the fees for
  3. processing that are set out in your Shopify Admin, which are
  4. incorporated herein by reference (the "Processing Fees").
  5. Processing Fees shall be collected from you by the Processor on
  6. our behalf in accordance with the terms of the Stripe Connected
  7. Account
  8. Agreement.

    If applicable, fees for POS Equipment are posted here:

  9. www.shopify.com/pos/hardware
  10. and here:
  11. www.shopify.com/pricing (the
  12. “POS Equipment Fees”). At our discretion, POS Equipment Fees
  13. will be collected on our behalf by the Processor pursuant to the
  14. Processor Terms or by such other means as we may prescribe from
  15. time to time.

    Fees for Shopify Platform Services are collected by Shopify

  16. pursuant to the Shopify Platform Terms of
  17. Service (the "Shopify
  18. Platform Services Fees"). Processing Fees, Equipment Fees, and
  19. Shopify Platform Services Fees shall be referred to herein
  20. collectively as the "Fees".

    You are obligated to pay all applicable taxes, fees and other

  21. charges imposed by any governmental authority, including,
  22. without limitation, any value added tax, goods and services tax,
  23. harmonized sales tax and/or provincial or territorial sales tax,
  24. on the Payments Services provided under this Agreement. If you
  25. are tax-exempt, you will provide us with an appropriate
  26. certificate or other evidence of tax exemption that is
  27. satisfactory to us.

    We reserve the right to change the Fees at any time, subject to

  28. a thirty (30) day notice period to you in accordance with
  29. Section A19. If you continue to use the Payments Services and
  30. the Processor Services for such thirty (30) days, then you are
  31. deemed to have accepted the change in Fees contemplated by such
  32. notice.

    In addition to the Fees, you are also responsible for any

  33. penalties and fines imposed on you or on us by any bank, money
  34. services business, payment network, financial institution, or
  35. other financial intermediary resulting from your use of the
  36. Payments Services in a manner not permitted by this Agreement or
  37. by such financial intermediary’s rules and regulations.

  38. Security Interest

  39. As security for performance of your
  40. obligations under this Agreement, you grant us a first priority
  41. lien and security interest on all funds processed and deposited
  42. into all Payout Accounts (as defined in the Processor Terms),
  43. and any other bank accounts associated with your Shopify
  44. Payments Account, and in any funds processed using the Payment
  45. Processing services. These security interests and liens will
  46. secure payment and performance of all of your obligations under
  47. this Agreement and any other agreements now existing or later
  48. entered into between us and you, including, without limitation,
  49. your obligation to pay any amounts due and owing to us. You will
  50. execute, deliver and pay the fees for any documents we request
  51. to create, perfect, maintain, and enforce this security
  52. interest.

  53. Our Collection Rights

  54. To the extent permitted by law, we
  55. may collect any obligations you owe us under this Agreement by
  56. requesting that the Processor deduct the corresponding amounts
  57. from the Reserve Account (as that term is defined below) or from
  58. funds payable to you arising from the settlement of
  59. Transactions. Fees will be assessed at the time a Transaction is
  60. processed and will be first deducted from the funds received for
  61. such Transaction. If these amounts are not sufficient to meet
  62. your obligations to us, we may charge the payment method
  63. associated with your Shopify Payments Account for any amounts
  64. owed to us. Your failure to fully pay amounts that you owe us on
  65. demand will be a breach of this Agreement. You will be liable
  66. for our costs associated with collection in addition to the
  67. amount owed, including, without limitation, attorneys’ fees and
  68. expenses, costs of any arbitration or court proceeding,
  69. collection agency fees, and any applicable interest.

    Further, we may deduct, or request that the Processor deduct, from

  70. any accounts associated with your Shopify Payments Account, including
  71. the Processor Account and the Reserve Account, any amounts that you
  72. owe to us under this Agreement or any other agreement you have
  73. entered into with us or our affiliates.

    Additionally, we may require a personal guarantee from a

  74. principal of a business for funds owed under this Agreement. If
  75. we require a personal guarantee we will specifically inform you
  76. in advance.

    In addition to the amount due, delinquent accounts may be

  77. charged with fees that are incidental to the collection of
  78. delinquent accounts and chargebacks, including, but not limited
  79. to, collection fees and convenience fees and other third-party
  80. charges.

    You hereby explicitly agree that all communication in relation

  81. to delinquent accounts will be made by electronic mail or by
  82. phone, as provided to Shopify by you. Such communication may be
  83. made by Shopify or by anyone on its behalf, including, but not
  84. limited to, a third-party collection agent.

  85. Reserves

  86. Funds held in reserves are amounts of money set
  87. aside to cover chargebacks, refunds, or other payment
  88. obligations under this Agreement (the "Reserve Account"). We, in
  89. our discretion, will set the terms of your Reserve Account and
  90. notify you of such terms, which may require that a certain
  91. amount (including the full amount) of the funds received for a
  92. Transaction are held for a period of time, or that additional
  93. amounts are held in the Reserve Account. We, in our discretion,
  94. may elect to change the terms of the Reserve Account at any
  95. time, for any reason, based on your payment processing history
  96. or as requested by our payment processors.

    We may require you to fund the Reserve Account by means of: (i)

  97. any funds payouts made or due to you for Transactions submitted
  98. to the Payments Services; or, (ii) amounts available in your
  99. bank account by means of ACH debit to your Shopify Payments
  100. Account; or, (iii) other sources of funds associated with your
  101. Shopify Payments Account; or, (iv) requesting that you provide
  102. funds to us for deposit to the Reserve Account.
  103. In accordance with the Processor Terms you authorize us to debit
  104. your bank account without separate notice, and according to
  105. the applicable User Bank Account Debit Authorization (as defined
  106. in the Processor Terms),
  107. to collect amounts you owe under this Agreement.

    You agree that: (i) you are not entitled to any interest or

  108. other compensation associated with the funds held in the Reserve
  109. Account; (ii) you have no right to direct that account; (iii)
  110. you have no legal interest in those funds or that account; and,
  111. (iv) you may not assign any interest in those funds or that
  112. account.

  113. Contesting Chargebacks

  114. You or Shopify may elect to
  115. contest chargebacks assessed to your account. Shopify may
  116. provide you with assistance, including notifications and
  117. software to help contest your chargebacks. We do not assume any
  118. liability for our role or assistance in contesting chargebacks.

    You grant us permission to share records or other information

  119. required with the cardholder, the cardholder’s financial
  120. institution, and your financial institution to help resolve any
  121. chargeback. You acknowledge that your failure to provide us with
  122. complete and accurate information in a timely manner may result
  123. in an irreversible chargeback being assessed.

    If the cardholder’s issuing bank or the Payment Network does not

  124. resolve a dispute in your favor, we may recover the chargeback
  125. amount and any associated fees from you as described in this
  126. Agreement.

    We reserve the right, upon notice to you, to charge a fee for

  127. mediating or investigating chargeback disputes.

  1. Term

  2. The Agreement is effective upon the date you agree
  3. to it (by electronically indicating acceptance) and continues so
  4. long as you use the Payments Services or until terminated by you
  5. or by Shopify.

  6. Termination

  7. You may terminate this Agreement by closing
  8. your Shopify Payments Account at any time by following the
  9. instructions in your Shopify Admin. We may terminate this
  10. Agreement and close your Shopify Payments Account at any time,
  11. for any reason, upon notice to you in accordance with Section
  12. A19 above. We may suspend your Shopify Payments Account and your
  13. access to the Payments Services and any rights in respect of
  14. your Shopify Payments Account, or terminate this Agreement, at
  15. any time, for any reason, including if: (i) we determine that
  16. you may be ineligible for the Payments Services because of the
  17. risk associated with your Shopify Payments Account, including,
  18. without limitation, significant credit or fraud risk, or for any
  19. other reason; (ii) you do not comply with any of the provisions
  20. of this Agreement or the Processor Terms; or, (iii) upon request
  21. of the Payment Network, the Processor, or a Card issuer.
  22. Termination of the Processor Terms may, at the discretion of
  23. Shopify, result in a termination of this Agreement. Termination
  24. of this Agreement shall entitle Shopify to cause the Processor
  25. to terminate the Processor Terms.

    If the Processor terminates the Processor Terms or indicates its

  26. intention to do so, or if you elect to cease processing with
  27. such Processor, we have the right, but not the obligation, to
  28. offer you a substitute payment processor that is integrated with
  29. the Shopify Payments Account. Upon your acceptance of the terms
  30. of service of such substitute payment processor, they shall be
  31. deemed to have replaced the Processor contemplated herein,
  32. provided that your liabilities to the Processor herein shall not
  33. be diminished on account of accepting the terms of the
  34. substitute payment processor.

  35. Effects of Termination

  36. Upon termination and closing of
  37. your Shopify Payments Account, we will immediately discontinue
  38. your access to the Payments Services. You agree to complete all
  39. pending Transactions, immediately remove all logos for Cards,
  40. and stop accepting new Transactions through the Payments
  41. Services. You will not be refunded the remainder of any Fees
  42. that you have paid for the Payments Services if your access to
  43. or use of the Payments Services is terminated or suspended. Any
  44. funds in the Financial Services Provider’s custody will be paid
  45. out to you subject to the terms of your Payout Schedule (as
  46. defined in the Processor Terms).

    Termination does not relieve you of your obligations as defined

  47. in this Agreement, and the Processor may elect to continue to
  48. hold any funds deemed necessary, pending resolution of any other
  49. terms or obligations defined in this Agreement, including, but
  50. not limited to, chargebacks, fees, refunds, or other
  51. investigations or proceedings.

    Termination of this Agreement will not necessarily terminate

  52. your Shopify Platform Terms, unless Shopify determines
  53. otherwise.

    Upon termination you agree: (i) to immediately cease your use of

  54. the Payments Services; (ii) to discontinue use of any Shopify or
  55. Processor trademarks and to immediately remove any Shopify or
  56. Processor references and logos from your website and/or physical
  57. location, if applicable; (iii) that the license granted under
  58. this Agreement shall end; (iv) that we reserve the right (but
  59. have no obligation) to delete all of your information and
  60. account data stored on our servers; (v) that we will not be
  61. liable to you for compensation, reimbursement, or damages in
  62. connection with your use of the Payments Services, or any
  63. termination or suspension of the Payments Services, or deletion
  64. of your information or account data; and, (vi) that you will
  65. still be liable to us for any fees or fines, or other financial
  66. obligation incurred by you or through your use of the Payments
  67. Services prior to termination.

  68. Ownership

  69. The Payments Services are licensed and not
  70. sold. We reserve all rights not expressly granted to you in this
  71. Agreement. The Payments Services are protected by copyright,
  72. trade secret, and other intellectual property laws. We own the
  73. title, copyright, and other worldwide Intellectual Property
  74. Rights (as defined below) in the Payments Services and all
  75. copies of the Payments Services. This Agreement does not grant
  76. you any rights to our trademarks or service marks.

    For the purposes of this Agreement, “Intellectual Property

  77. Rights" means all patent rights, copyright rights, mask work
  78. rights, moral rights, rights of publicity, trademark, trade
  79. dress and service mark rights, goodwill, trade secret rights and
  80. other intellectual property rights as may now exist or hereafter
  81. come into existence, and all applications therefore and
  82. registrations, renewals and extensions thereof, under the laws
  83. of any state, country, territory or other jurisdiction.

    You may choose to, or we may invite you to submit comments or

  84. ideas about the Payments Services, including, without
  85. limitation, about how to improve the Payments Services or our
  86. products (“Ideas”). By submitting any Idea you agree that your
  87. disclosure is gratuitous, unsolicited and without restriction,
  88. and will not place us under any fiduciary or other obligation,
  89. and that we are free to use the Idea without any additional
  90. compensation to you, and/or to disclose the Idea on a
  91. non-confidential basis or otherwise to anyone. You further
  92. acknowledge that, by acceptance of your submission, we do not
  93. waive any rights to use similar or related ideas previously
  94. known to us, or developed by our employees, or obtained from
  95. sources other than you.

  96. Your Liability and Indemnification Concerning Liabilities

  97. Nothing in this Agreement shall serve to diminish
  98. your liability under the Processor Terms or Shopify Platform
  99. Terms. You are obliged to fulfill your obligations under this
  100. Agreement and those under the Processor Terms and Shopify
  101. Platform Terms.

    Shopify has agreed to indemnify and hold the Processor harmless

  102. for some, and, in some cases, all of your liabilities occurring
  103. under the Processor Terms, including, but not limited to,
  104. disputes (including, but not limited to, chargebacks), refunds,
  105. reversals, returns and fines (as such terms are defined in the
  106. Processor Terms). Insofar as Shopify becomes liable to the
  107. Processor or any other third party for any penalties, fines,
  108. fees, or other liabilities under or in respect of the Processor
  109. Terms, the Payments Services, the Payment Processing services,
  110. or the Payment Network Rules, you agree to indemnify and hold
  111. Shopify harmless from and against any and all such liabilities.

    Additionally, we may require a personal guarantee from a

  112. principal of a business for funds owed under this Agreement.

    You agree to indemnify and defend Shopify, our affiliates, and

  113. their respective employees, agents and service providers (each,
  114. a “Shopify Entity”) against any claim, suit, demand, loss,
  115. liability, damage, action, or proceeding (each, a “Claim”)
  116. brought by a third party against a Shopify Entity, and you agree
  117. to fully reimburse the Shopify Entities for any Claims that
  118. result from: (i) your breach of any provision of this Agreement;
  119. (ii) any fees, fines, penalties, disputes, reversals, returns,
  120. chargebacks (as such terms are defined in the Processor Terms),
  121. or any other liability we incur that results from your use of
  122. the Payments Services; (iii) negligent or willful misconduct of
  123. your owners, employees, contractors, or agents; (iv) contractual
  124. or other relationships between you and your customers; or, (v)
  125. third-party indemnity obligations we incur as a direct or
  126. indirect result of your acts or omissions, including, but not
  127. limited to, indemnification of the Processor or any Payment
  128. Network.

    We will have the final decision-making authority with respect to

  129. Claims, including, without limitation, claims for refunds for
  130. purchased items that are filed with us by you or your customers.
  131. You will be required to reimburse us for your liability. Your
  132. liability will include the full purchase price of the item plus
  133. the original shipping cost (and in some cases you may not
  134. receive the item back). You will not receive a refund of any
  135. Fees paid to us.

    If you are liable for any amounts owed to us, we may immediately

  136. remove such amounts from your Reserve Account and deduct the
  137. amounts owed to us from such Reserve Account funds. If you do
  138. not have sufficient funds in the Reserve Account to cover your
  139. liability, you will be required to immediately add additional
  140. funds to your Reserve Account to cover funds owed to us. If you
  141. do not do so, we may engage in collections efforts to recover
  142. such amounts from you at your cost and expense.

  143. Your Representations, Warranties and Covenants

  144. You represent and warrant to us that: (i) if you are a sole
  145. proprietor, you are at least eighteen (18) years of age or, if
  146. you are a corporation or other entity, that the person entering
  147. into this Agreement on your behalf is at least eighteen (18)
  148. years of age, is authorized to act on your behalf, and has the
  149. authority to bind you to this Agreement; (ii) you are eligible
  150. to register and use the Payments Services and have the right,
  151. power, and ability to enter into and perform under this
  152. Agreement; (iii) the name identified by you when you registered
  153. is your name or business name under which you sell goods and
  154. services and the information that you have provided to us is
  155. accurate and complete; (iv) you are not a member of an organized
  156. crime group, a party who has been a member of an organized crime
  157. group in the past five years, a quasi-member of an organized
  158. crime group, a corporate racketeer, or other similar party, nor
  159. are any of your officers or employees a member of the foregoing;
  160. and, (v) you will not carry out, nor use a third party to carry
  161. out, any of the following unlawful acts: (a) the act of making
  162. violent demands; (b) the act of making unreasonable demands
  163. exceeding legal responsibilities; (c) the act of using
  164. threatening behavior or violence in relation to a transaction;
  165. (d) the act of spreading rumors, using fraudulent means, or
  166. using force to harm the other party’s reputation or obstruct the
  167. party’s business; (e) the act of selling products for the
  168. purpose of money laundering; (f) the act of using a Card held by
  169. you for a sale without reasonable grounds or another act similar
  170. to those set forth in (a) through (f).

    You hereby covenant to us that: (i) any Transactions submitted

  171. by you will represent a bona fide sale by you; (ii) any
  172. Transaction submitted by you will accurately describe the goods
  173. and/or services sold and delivered to a customer; (iii) you will
  174. fulfill all of your obligations to each customer for which you
  175. submit a Transaction and will resolve any disputes or complaints
  176. directly with your customers; (iv) you and all Transactions
  177. initiated by you will comply with all applicable laws, rules,
  178. and regulations applicable to your business, including, but not
  179. limited to, any applicable tax laws and regulations; (v) except
  180. in the ordinary course of business, no Transaction submitted by
  181. you through the Payments Services will represent a sale to any
  182. principal, partner, proprietor, or owner of your entity; (vi)
  183. you will not use the Payments Services, directly or indirectly,
  184. for any fraudulent undertaking or in any manner so as to
  185. interfere with the use of the Payments Services; and, (vii) any
  186. information you provide to us will be accurate and complete.

  187. NO WARRANTIES

  188. THE PAYMENTS SERVICES AND ALL ACCOMPANYING
  189. DOCUMENTATION ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE"
  190. BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR
  191. STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
  192. OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
  193. NON-INFRINGEMENT. USE OF THE PAYMENTS SERVICES IS AT YOUR OWN
  194. RISK.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY

  195. YOU FROM OR THROUGH THE PAYMENTS SERVICES OR FROM: (I) SHOPIFY;
  196. (II) THE PROCESSOR, SUPPLIERS OR LICENSORS OF SHOPIFY OR THE
  197. PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS,
  198. DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR
  199. (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND
  200. INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY.
  201. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL
  202. OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE
  203. PAYMENTS SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL
  204. COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.

    WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT

  205. WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS
  206. PROVIDED THROUGH THE PAYMENTS SERVICES IS ACCURATE, RELIABLE OR
  207. CORRECT; (II) THE PAYMENTS SERVICES WILL MEET YOUR REQUIREMENTS;
  208. (III) THE PAYMENTS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR
  209. TIME OR LOCATION; (IV) THE PAYMENTS SERVICES WILL FUNCTION IN AN
  210. UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS
  211. WILL BE CORRECTED; OR, (VI) THE PAYMENTS SERVICES ARE FREE OF
  212. VIRUSES OR OTHER HARMFUL COMPONENTS.

    ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE

  213. USE OF THE PAYMENTS SERVICES IS DOWNLOADED AT YOUR OWN RISK AND
  214. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY
  215. OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING
  216. ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG
  217. WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

    THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR

  218. ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
  219. OFFERED BY A THIRD PARTY THROUGH THE PAYMENTS SERVICES, OR ANY
  220. HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR
  221. OTHER ADVERTISING, AND NEITHER SHOPIFY, THE PROCESSOR, NOR THE
  222. FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY
  223. MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF
  224. PRODUCTS OR SERVICES.

  225. Limitation of Liability and Damages

  226. IN NO EVENT SHALL A
  227. DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST
  228. PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL,
  229. SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN
  230. CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE PAYMENTS
  231. SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY
  232. TO USE, OR UNAVAILABILITY OF THE PAYMENTS SERVICES. UNDER NO
  233. CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE
  234. RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM
  235. HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE
  236. PAYMENTS SERVICES OR YOUR SHOPIFY PAYMENTS ACCOUNT, OR THE
  237. INFORMATION CONTAINED THEREIN.

    THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY

  238. FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE
  239. WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PAYMENTS
  240. SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED
  241. IN CONNECTION WITH THE PAYMENTS SERVICES AND/OR ANY AND ALL
  242. PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR
  243. CESSATION OF TRANSMISSION TO OR FROM THE PAYMENTS SERVICES; (IV)
  244. ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE
  245. THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYMENTS SERVICES; (V)
  246. ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR
  247. INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE
  248. USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED,
  249. STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE
  250. PAYMENTS SERVICES; AND/OR (VI) USER CONTENT OR THE DEFAMATORY,
  251. OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8,

  252. THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE
  253. LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN
  254. THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SHOPIFY DURING
  255. THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
  256. GIVING RISE TO THE CLAIM FOR LIABILITY.

    THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE

  257. LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT
  258. LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
  259. LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF
  260. SHOPIFY OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF
  261. SUCH DAMAGE.

    THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST

  262. EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

    The Payments Services are controlled and operated from

  263. facilities in Canada and the United States. We make no
  264. representations that the Payments Services are appropriate or
  265. available for use in other locations. Those who access or use
  266. the Payments Services from other jurisdictions do so at their
  267. own volition and are entirely responsible for compliance with
  268. all applicable United States, Canada, foreign and local laws and
  269. regulations, including, but not limited to, export and import
  270. regulations. You may not use the Payments Services if you are a
  271. resident of a sanctioned country embargoed by the United States,
  272. Canada, or the European Union, or are a foreign person or entity
  273. blocked or denied by the governments of the United States,
  274. Canada or the European Union.

  275. Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous

  276. You agree that any disputes arising out of or
  277. relating to this Agreement or the Payments Services shall be
  278. resolved in accordance with this Section D9.

    This Agreement is governed by the laws of Delaware except for any

  279. security interest created pursuant to Section C2 above, which
  280. will be governed by and construed in accordance with the laws of
  281. the applicable country, state, province, territory, or other
  282. jurisdiction in which such security interest is registered, and
  283. in each case without regard to its choice of law provisions to
  284. the contrary. The exclusive venue for any actions or claims
  285. arising under or related to this Agreement shall be a court of
  286. competent jurisdiction in Delaware.

    Shopify may, or may direct the Processor to respond to and

  287. comply with any subpoena, warrant, or other legal order (“Legal
  288. Process”) that we believe to be valid. The Processor or any
  289. applicable Financial Services Provider may deliver or hold any
  290. funds or any Data as required under such Legal Process, even if
  291. you are receiving funds or Data on behalf of other parties.
  292. Where permitted by law, we will make reasonable efforts to
  293. provide you notice of such Legal Process by sending a copy to
  294. the email address we have on file for you. We are not
  295. responsible for any losses, whether direct or indirect, that you
  296. may incur as a result of our response or compliance with a Legal
  297. Process.

    Headings are included for convenience only and shall not be

  298. considered in interpreting this Agreement. The Agreement does
  299. not limit any rights that we may have under trade secret,
  300. copyright, patent, or other laws. Our failure to assert any
  301. right or provision under this Agreement shall not constitute a
  302. waiver of such right or provision. No waiver of any term of this
  303. Agreement shall be deemed a further or continuing waiver of such
  304. term or any other term.

  305. Right to Amend

  306. We have the right to change or add to
  307. the terms of this Agreement at any time, and to change, delete,
  308. discontinue, or impose conditions on any feature or aspect of
  309. the Payments Services or software with notice that we in our
  310. sole discretion deem to be reasonable in the circumstances,
  311. including such notice in your Shopify Admin, or any other
  312. website maintained or owned by us for the purposes of providing
  313. services in terms of this Agreement. Any use of the Payments
  314. Services after our publication of any such changes shall
  315. constitute your acceptance of this Agreement as modified.

  316. Assignment

  317. This Agreement, and any rights and licenses
  318. granted hereunder, may not be transferred or assigned by you
  319. without our prior written consent, but may be assigned by us
  320. without consent or other restriction.

  321. Change of Business

  322. You agree to give us at least thirty
  323. (30) days prior notification of your intent to change your
  324. current product or services types, your business or trade name,
  325. or the manner in which you accept payment. You agree to provide
  326. us with prompt notification within three (3) days if you are the
  327. subject of any voluntary or involuntary bankruptcy or insolvency
  328. application, petition or proceeding, receivership, bankruptcy,
  329. or similar action or proceeding initiated by or against you or
  330. any of your principals (any of the foregoing, a “Bankruptcy
  331. Proceeding”). You also agree to promptly notify us within three
  332. (3) days of any adverse change in your financial condition, any
  333. planned or anticipated liquidation or substantial change in the
  334. basic nature of your business, any transfer or sale of
  335. twenty-five percent (25%) or more of your total assets, or any
  336. change in the control or ownership of your or your parent
  337. entity. You will also notify us within three (3) days of any
  338. judgment, writ, warrant of attachment or execution, or levy
  339. against twenty-five percent (25%) or more of your total assets.

    You will include us on the list and matrix of creditors as filed

  340. with any bankruptcy, commercial or civil court in connection
  341. with any Bankruptcy Proceeding, whether or not a claim may exist
  342. at the time of filing. Failure to do so will be cause for
  343. immediate termination of this Agreement and shall allow the
  344. pursuit of any other action available to us under the applicable
  345. Payment Network Rules or law.

  346. Parties

  347. This Agreement binds you and your respective
  348. heirs, representatives, and permitted and approved successors
  349. (including those by merger and acquisition), or any permitted
  350. assigns.

  351. Third-Party Services and Links to Other Web Sites

  352. You may be offered services, products, and promotions provided by
  353. third parties and not by us. If you decide to use these
  354. third-party services, you will be responsible for reviewing and
  355. understanding the terms and conditions associated with these
  356. services. You agree that we are not responsible for the
  357. performance of these services. The Shopify website may contain
  358. links to third-party websites as a convenience to you. The
  359. inclusion of any website link does not imply an approval,
  360. endorsement, or recommendation by us. You agree that your access
  361. to any such website is at your own risk, and that the site is
  362. not governed by the terms and conditions contained in this
  363. Agreement. We expressly disclaim any liability for these
  364. websites. Please remember that when you use a link to go from
  365. our website to another website, our Privacy Policy is no longer
  366. in effect. Your browsing and interaction on any other website,
  367. including those that have a link on our website, is subject to
  368. that website’s own rules and policies.

  369. Force Majeure

  370. No party will be liable for delays in
  371. processing or other non-performance caused by such events as
  372. fires, telecommunications failures, utility failures, power
  373. failures, equipment failures, labor strife, riots, war,
  374. terrorist attack, non-performance of our vendors or suppliers,
  375. acts of God, or other causes over which the respective party has
  376. no reasonable control, except that nothing in this section will
  377. affect or excuse your liabilities and obligations under Sections
  378. C1 or D5, including, without limitation, for reversals,
  379. chargebacks, claims, fines, fees, refunds or unfulfilled
  380. products and services.

  381. Entire Agreement and Remedies

  382. These terms and
  383. conditions, and all policies and procedures that are
  384. incorporated herein by reference, constitute the entire
  385. agreement between you and Shopify with respect to the provision
  386. of the Payments Services. Except as otherwise set out herein, in
  387. the event of a conflict between this Agreement and any other
  388. Shopify or Processor agreement or policy, this Agreement shall
  389. prevail on the subject matter of this Agreement. Except as
  390. expressly provided in this Agreement, these terms describe the
  391. entire liability of Shopify and our vendors and suppliers and
  392. sets forth your exclusive remedies with respect to the Payments
  393. Services and your access and use of the Payments Services. If
  394. any provision of this Agreement (or portion thereof) is held to
  395. be invalid or unenforceable under applicable law, then it shall
  396. be changed and interpreted to accomplish the objectives of such
  397. provision to the greatest extent possible under applicable law,
  398. and the remaining provisions will continue in full force and
  399. effect.

    This Agreement has been reviewed by you with the benefit of

  400. independent legal counsel to the extent you consider necessary,
  401. and any rule of construction to the effect that ambiguities are
  402. to be resolved against the drafting party shall not apply to the
  403. construction or interpretation of this Agreement. The rights
  404. conferred upon us in this Agreement are not intended to be
  405. exclusive of each other or of any other rights and remedies we
  406. may have at law or in equity. Rather, each and every right we
  407. may have under this Agreement, at law or in equity, is
  408. cumulative and concurrent, and in addition to every other right.

    This Agreement may be available in languages other than English.

  409. To the extent of any inconsistencies or conflicts between this
  410. English Agreement and the Agreements available in another
  411. language, the most current English version of the Agreement will
  412. prevail.

  413. Survival

  414. In addition to any provision that is
  415. reasonably necessary to accomplish or enforce the purpose of
  416. this Agreement, the following sections of this Agreement survive
  417. and remain in effect in accordance with their terms upon the
  418. termination of this Agreement: Sections A7 Payment Methods; A9
  419. Taxes; A11 Security; A12 Data Security; A13 Audit Right; A14
  420. Privacy; A15 Privacy of Others; A16 Restricted Use; A17
  421. Suspicion of Unauthorized or Illegal Use; A18 Payment Network
  422. Rules; A19 Disclosures and Notices; A20 Automatic Reminders;
  423. Section C Processing Card Transactions and Receiving Your Funds;
  424. in its entirety; and, Section D Termination and Other General
  425. Legal Terms in its entirety.