Payments Terms of Service
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business listed as the “Merchant” in the Shopify Payments service registration page (the “Merchant”, “you” or “your”) and Shopify International Limited, an Irish private company limited by shares with offices at 3rd Floor, Europa House, Harcourt Building, Harcourt Street, Dublin 2 (“Shopify”, “we”, “us”, or “our”).
A. The Shopify Payments Service (the "Service")
The Shopify Payments service (“Shopify Payments” or the “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 Services may also include the supply 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 Terms of Service (the “Shopify Terms”), Shopify provides its online storefront, shopping cart, store management, marketing, SEO and other core services (collectively, the “Shopify Services”). The Shopify Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.
Shopify is not a bank, payment institution or money services business, but is instead a supplier of the Services set out herein and those supplied under the Shopify Terms.
The Processor is Stripe New Zealand Limited, a limited company incorporated under the laws of New Zealand, which is a technical service provider and may offer the services as an agent of one or more financial institutions in New Zealand (each, a “Financial Services Provider”). The processing and settlement of your Transactions (“Payment Processing”) are carried out by Stripe and the applicable Financial Services Provider under a separate Stripe Connected Account Agreement, including the New Zealand Terms of Service (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms. 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 Processor. In the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, 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”). 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”.
To utilize the Services, you must be a business, small or large, located in the Designated Country (as defined below).
Shopify hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the 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 Service 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 Services, including but not limited to the Software, except as permitted herein and to carry out Transactions; (ii) create derivate works based on the Services; (iii) copy, frame or mirror any part of the content of the 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 Services; or (v) access the 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”) and MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card network (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
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, https://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 Mobile”.
The 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 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 payment Card used to purchase products and services, and Shopify does not guarantee or assume any liability for Transactions authorized and completed which may later be reversed or charged back. Shopify or the Processor may add or remove one or more types of Payment Networks or Cards as a supported payment Card or Payment Network in their sole discretion at any time without prior notice to you.
Shopify will use its commercially reasonable efforts to provide customer support to help resolve issues relating to the Service. The Processor retains sole and exclusive responsibility for processing Transactions and the settlement of funds, but Shopify will provide reasonable assistance in liaising between you and the Processor concerning the 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 Customers’ Cards through the Service.
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 Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority, whether in Customer jurisdiction, your jurisdiction or elsewhere. Shopify is 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.
We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and 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.
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" or “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and 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 Data, including 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.
If Shopify believes that a security breach or 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, Processor, its acquiring bank, Payment Networks and law enforcement, at your sole cost and expense.
We will at all times comply with the provisions of applicable data protection law. If we process any personal data on your behalf when performing our obligations under this Agreement, 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. 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.
We will notify you (within a reasonable time frame) if we receive a request from a person to have access to 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.
We will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, complying 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 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 instructions.
You consent to the exchange of your information between the account you have established through the Shopify Services and that established under this Agreement; Shopify will comingle such accounts and refers to them, together, in this Agreement as the Shopify Payments Account.
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 Processor, its acquiring bank or their respective agents, and in so doing we may transmit or possess it outside of your jurisdiction.
Privacy of Others
You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to allow us and Processor to collect, use, retain and disclose any Cardholder Data that you provide to or authorizes us to collect, including information that we may collect directly from you of Customers via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to Customers that we will use their Cardholder Data in our supply of the Services to you and that in so doing we may transmit or possess it outside of your or their jurisdiction.
If you receive information about others, including Cardholders and other Customers, through the use of the Service, you must keep such information confidential and only use it in connection with the Service 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 Card Transaction requested by the Customer.
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, 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 Card Transaction for processing that does not arise from your sale of goods or service to a buyer Customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Card Transaction, or (v) use the Service or the Processing Services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network Rules.
You further agree not to, nor 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 Service 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 Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, 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 Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
Suspicion of Unauthorized or Illegal Use
We reserve the right to not provide Services in respect of any Transaction you submit which we believe in our sole discretion is in violation of this Agreement, any other Shopify or Processor agreement, or exposes you, Shopify or 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 (as defined below).
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 Payment Network Rules that are applicable to merchants all of which are incorporated herein by reference. The Payment Network Rules for Visa and MasterCard are available on the Internet at the following links: Visa and MasterCard. The Payment Networks reserve the right to amend the Payment Network Rules. In so far as the terms of this Agreement are inconsistent with the Payment Network Rules, the latter shall prevail.
Disclosures and Notices
You agree that Shopify can provide disclosures and notices, including tax forms that we deem appropriate regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in the Shopify Account profile, or mailing them to the address listed therein. 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 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
We may use automated telephone dialling, text messaging systems and email to provide messages to you about your Shopify Payments Account (as defined below). 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 which 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 you have previously provided to us.
B. Getting a Service Account
The Service is only made available to persons in the Designated Country that operate a business selling goods and services, and the Service is not made available to persons to accept Card payments for personal, family or household purposes. To use Shopify Payments for your business, you are required to register for a Shopify Payments service account (“Shopify Payments Account”). When you register for a Shopify Payments Account, we will collect basic information including your name, business owner information, company name, location, email address, business registration information and phone number.
You may choose to register as an individual (sole proprietor) or as a company or other business organization. If you register as a company or business, you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “Merchant”, “you” or “your” will mean you, the natural person acting as a business, as well as the business you represent. 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 Processor for the purpose of establishing you 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’s legal name or a “doing business name”) (e.g. MyStore Online Widgets), and a billing descriptor. These two fields and your site URL (e.g. www.mystore.com) 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, at our discretion, require additional information including your company registration number, your GST number and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license for you or any of the owners or principals of your business. We may ask you for 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 Processor Account. You authorize us to retrieve additional information about you from third parties and other identification services. 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 Service. We will notify you once your account has been either approved or deemed ineligible for use of the Service.
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 Processor Account with the Processor and other third parties in order to perform the Services. This includes sharing information (i) about your Transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Service, (iii) to create and update their Customer records about you and to assist them in better serving you, and (iv) to conduct our risk management process.
Shopify Payments Account
In registering for a Shopify Payments Account, you are obliged to identify the jurisdiction from where you are operating the business that will use the Services (the “Designated Country”). By registering for a Shopify Payments Account, you are confirming that you are either a legal resident of the Designated Country or you are duly licensed as a business entity authorized to conduct business in the Designated Country. The Service and Shopify Payments Account may only be used in the Designated Country.
By accepting this Agreement you confirm that you will satisfy these requirements.
You will not impose any fee or surcharge on a customer that seeks to use an eligiblepayment card. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Payment Network rules and applicable law.
The following categories of businesses and business practices are prohibited from using the Shopify Payments Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Payment Network Rules or the requirements of the Processor’s Financial Services Providers. The types of businesses listed below are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us. We may add to or update the Prohibited Business list at any time.
Financial and professional services
Investment & credit services Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments Money and legal services Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; 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 Shopify Payments 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); sale of stored value, quasi-cash or credits maintained, accepted and issued by anyone other than the seller
IP Infringement, regulated or illegal products and services
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 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 Counterfeit or unauthorized 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; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance Regulated products and services Marijuana dispensaries and related businesses; alcohol or alcoholic beverages; sale of tobacco, e-cigarettes, or accessories including e-juice or e-liquid; online pharmacies or pharmacy referral 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 Adult content and services Pornography and other obscene materials (including literature, imagery and other media). Sites offering any sexually-related products or services such as prostitution, massage parlours, dating-services, companion/escort services; international match-making and mail-order brides; pay-per view, adult live chat or call features; child pornography, fetish gear and services including S&M paraphernalia; hard-core sexually oriented products and services; sex shows, sex clubs, topless bars, strip shows, and other adult entertainment; widgets that allow you to access pornography or pornographic ads
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
Products or services that are otherwise prohibited by 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 Drug paraphernalia Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs Event Tickets Event or festival tickets, event ticket resellers, including theme park ticket reseller Government Services Embassies, foreign consulates or other foreign governments High risk businesses Human hair, fake hair, or hair-extensions; age verification services; bankruptcy lawyers; computer technical support; psychic services; extended warranties; travel reservation services and clubs; airlines; cruises; timeshares; chain-letters; essay mills; flea markets; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; shipping or forwarding brokers; door-to-door sales; negative response marketing; 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 Multi-level marketing Pyramid schemes, network marketing, and referral marketing programs Pharmaceuticals or Pseudo pharmaceuticals Pharmaceuticals and other pseudo-pharmaceutical products that make health claims (e.g. retinol creams, lash growth serums, products containing hyaluronic acid, etc.) and medical devices Social media activity Sale of Twitter followers, Facebook likes, YouTube views, 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) Video game or virtual world credits Sale of in-game currency unless the merchant is the operator of the virtual world Use of Shopify Payments in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service Use of Shopify Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment of upsell or cross-sell product or service; offering substantial rebates or incentives to the cardholder subsequent to the original purchase
C. Processing Card Transactions and Receiving Your Funds
Categories of Fees
Fees for Processing are set out in the fee schedule at the end of this Agreement (the “Processing Fees”). Processing Fees shall be paid pursuant to the Processor Terms and shall be collected from you by Processor thereunder.
If available, fees for POS Equipment are posted here www.shopify.com/POS/hardware (the “POS Equipment Fees”). At our discretion, POS Equipment Fees will be collected on our behalf by Processor pursuant to the Processor Terms or by such other means as we may prescribe from time to time.
Fees for Shopify Services are collected by Shopify pursuant to the Shopify Terms (the “Shopify Service Fees”).
Shopify Service Fees, Processing Fees and Equipment Fees shall be referred to herein as the “Fees”.
We reserve the right to change the Fees at any time, subject to a thirty (30) day notice period to you. If you continue to use the Services and Processor Services for such thirty (30) days then you are deemed to have accepted the change in Fees contemplated by such notice.
Indemnification Concerning Fees
Shopify has agreed to indemnify and hold Processor harmless for some, and in some cases, all of your unpaid Processing Fees and other liabilities occurring under Processor Terms. In so far as Shopify becomes liable to Processor or any other third party for any Processing Fees or other liabilities under or in respect of the Processor Terms, you agree to indemnify and hold Shopify harmless from and against any and all such liabilities.
Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement.
As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest in funds maintained as a reserve account by the Processor or its acquiring bank under the Processor Terms (the “Reserve Account”), all Card Transactions (including future Card Transactions), any rights to receive credits or payments under the Processor Terms, and all deposits and other property of your possessed or maintained by Processor on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
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 Service or until terminated by Shopify.
Termination You may terminate this Agreement by closing your Shopify Payments Account at any time by following the instructions on our website in your Account profile. We may terminate this Agreement and close your Shopify Payments Account at any time for any reason. We may suspend your Shopify Payments Account and your access to the Service and any rights in respect of your Shopify Payments Account, or terminate this Agreement at any time or for any reason, including if (i) we determine in our sole discretion that you may be ineligible for the Service 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 may not comply with any of the provisions of this Agreement, or (iii) upon request of Payment Network, 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 Processor to terminate the Processor Terms.
If 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 Processor that is integrated with the Shopify Payments Account. Upon your acceptance of the terms of service of such substitute 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 Processor.
Effects of Termination Upon termination and closing of your Shopify Payments Account, we will immediately discontinue your access to the Service. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Service. You will not be refunded the remainder of any Fees that you have paid for the Service if you access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your Payment Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and 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 Terms, unless Shopify determines otherwise.
Upon termination you agree: (i) to immediately cease your use of the Service (ii) to discontinue use of any Shopify or Processor trademarks and to immediately remove any Shopify or Processor references and logos from Merchant Site (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, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.
Ownership The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is 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 Service and all copies of the Service. 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 Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that you 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 Nothing in this Agreement shall serve to diminish your liability under the Processor Terms or Shopify Terms. You are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and Shopify Terms.
Representation and Warranties You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales Transaction submitted by you will represent a bona fide sale by you; (e) any sales Transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each Customer for which you submit a Transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales Transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
NO WARRANTIES THE SERVICE 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 SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) SHOPIFY; (II) PROCESSOR, SUPPLIERS OR LICENSORS OF SHOPIFY OR 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 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 THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE 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 SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER SHOPIFY, STRIPE NOR WELLS FARGO 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 SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) 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 SERVICE; AND/OR (F) 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 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 Service is controlled and operated from facilities in Canada and the United States. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service 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 Service if you are a resident of a country embargoed by the United States, Canada or are a foreign person or entity blocked or denied by the United States government or the Government of Canada.
Disputes; Choice of Law; Jurisdiction and Venue You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 9.
This Agreement is governed by the laws of the Province of Ontario, Canada (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in Ottawa, Ontario, Canada. 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 Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at http://www.shopify.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service 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 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us 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 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 of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
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.
Force Majeure No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance 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 Section D6, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
Entire Agreement; 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 Service. 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 Service and your access and use of the Service. 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.
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, A9 Security, A10 Data Security, A11 Audit Right, A12 Privacy, A13 Privacy of Others, A14 Restricted Use, A16 Payment Network Rules, A17 Disclosures and Notices, Section C Processing Card Transactions and Receiving Your Funds, Section D Termination and Other General Legal Terms.