Shopify Payments Terms of Service - Romania

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 International Limited, organized under the laws of Ireland, with offices at 2nd Floor Victoria Buildings 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland (“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 International Limited 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 Payments Europe, Ltd.,
organized under the laws of Ireland, which is a technical
services provider and may offer the services as an agent of one
or more financial institutions in Romania (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 Romania 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
style="text-decoration:underline;"> (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 Payments Services you must be a business located
in Romania.
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 derivative 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 cooperation 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
Romania 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 Romania. By registering
for a Shopify Payments Account, you are confirming that you are
either a legal resident of Romania or you are duly established
and, if necessary, registered or licensed as a business entity
authorized to conduct business in Romania. The Payments Services
and Shopify Payments Account may only be used in Romania. By
accepting this Agreement, you confirm that you will satisfy
these requirements.
Prohibited and Restricted Businesses
The use of Shopify Payments for any dealings, engagement, or sale of
goods/services linked directly or indirectly with any jurisdictions,
organizations, entities or persons that Shopify, or the Processor, has deemed
high risk (including, but not limited to, Cuba, Iran, North Korea, Syria, and
the Crimea, Donetsk, and Luhansk Regions) is prohibited. 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.

You must not use Shopify Payments for the following activities.

Illegal products and services: Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs; Fake references or ID-providing services; Telecommunications manipulation equipment including jamming devices; 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; Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to
Products and services that infringe intellectual property rights: Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization; Counterfeit goods; illegally imported or exported products; Unauthorized sale of brand name or designer products or services; Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party
Products and services that are unfair, predatory, or deceptive: Pyramid schemes; ‘Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase; No value added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value; Sales of online traffic or engagement; Negative response marketing and telemarketing; Predatory mortgage consulting, lending, credit repair and counseling services; Predatory investment opportunities with no or low money down; Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales; Any other businesses that Shopify considers unfair, deceptive, or predatory towards consumers
Adult content and services: Pornography and other mature audience content (including literature, imagery and other media) depicting nudity or explicit sexual acts; Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features; Adult video stores; Gentleman's clubs, topless bars, and strip clubs
Certain legal services: Law firms collecting funds for purposes other than legal service fee payment; Bankruptcy attorneys; Bail bonds
Firearms, explosives and dangerous materials: Guns, gunpowders, ammunitions, weapons, fireworks and other explosives; Peptides, research chemicals, and other toxic, flammable and radioactive materials
Gambling: Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with a monetary or material prize; Sports forecasting or odds making with a monetary or material prize; Lotteries; Bidding fee auctions
Marijuana: Cannabis products; Cannabis dispensaries and related businesses; Products containing any amount of CBD/THC
Misuse of Shopify products: Use of Shopify products with false, manipulated, inaccurate, or misleading information regarding your identity, business entity, the nature of business, and any other information requested by Shopify (you must inform us immediately of any changes to your personal and business information); Use of Shopify products to facilitate transactions on behalf of another undisclosed merchant or for products/services that were not disclosed in your Shopify account application; Use of Shopify 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 where the business address of the Merchant is outside of the jurisdiction of the acquiring Shopify entity unless permitted under the card network rules; Sharing cardholder information with another merchant for payment cross-sell products or services; Use of Shopify’s intellectual property without prior written consent from Shopify; use of the Shopify name or logo including use of Shopify trade or service marks in a manner inconsistent with the Shopify Platform Terms, or in a manner that otherwise harms Shopify or the Shopify brand; any action that implies an untrue endorsement by or affiliation with Shopify

You must not use Shopify Payments for the following activities, unless you have received our prior written approval (“Restricted Businesses”). Restricted Business categories may be imposed through card network rules, requirements of financial partners, or due to compliance and legal obligations. If your business falls into one of the restricted categories, please contact us.

Regulated industries such as:

Financial products and services: Investment and brokerage services; Lending services; Buy Now Pay Later services; Crowdfunding; Debt collection agencies; Insurance services including medical benefit packages; Money transmitters, currency exchange services and other money services businesses; Neobanks / challenger banks; Other financial institutions
Government services: Government grants; Embassy, foreign consulate, or other foreign governments
Pharmaceuticals and telemedicine: Online pharmacies; Prescription-only products including card-not-present pharmaceuticals; Telemedicine and telehealth services
Tobacco: Tobacco products including e-cigarettes and e-liquid
Others: Credit card and identity theft protection services; Other age restricted goods or services

Businesses that may pose elevated financial risk such as:

Travel: Travel reservation services and clubs; Airlines and cruises; Timeshare services
Non-fiat currency and stored value: Virtual and cryptocurrencies, non-fungible tokens (NFTs), and mining services; Prepaid phone cards, sim cards, and phone services; Sale of stored value or credits maintained, accepted and issued by anyone other than the seller; Sale of in-game currency or game items, unless the Merchant is the operator of the virtual world

Business models that may be particularly prone to abuse by ‘bad actors’ such as:

Multi-level marketing: Businesses where sellers get their revenue both from selling items and from signing up new sellers; Network marketing and referral marketing programs; Shipping and forwarding brokers
Shipping: Shipping brokers; Forwarding brokers; Drop shipping
Others: Charity sweepstakes and raffles for the explicit purpose of fundraising

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
https://www.shopify.com/pos/hardware
and here https://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, (iv)
other sources of funds associated with your Shopify Payments Account;
or, (iv) requesting that you provide funds to us for deposit to the
Reserve Account.
In accordance with the Processor Terms you authorize us to debit
your bank account without separate notice, and according to
the applicable User Bank Account Debit Authorization (as defined
in the Processor Terms),
to collect amounts you owe under this Agreement.
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 Ireland 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 Ireland.
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.