Shop Pay Merchant Terms

1. Accelerated Checkout (Shop Pay)

1. Shopify’s accelerated checkout (“Shop Pay”) allows customers (each, a “Customer”) to have their payment credentials saved for future transactions on Merchant e-commerce store sites (each, a “Store”) that have enabled Shop Pay as a payment method for its Customers. When a Customer completes an order using Shop Pay for the first time on a Store, the Customer will be asked on the checkout page if they would like to save their information. Shopify will collect and store certain personal information from the Customer, such as the Customer’s name, email address, mobile phone number (“Account Information”); the Customer’s credit card information and billing address (“Payment Information”); the Customer’s shipping address and the shipping method the Customer selects on the checkout page of the Store (“Shipping Information”); and information about the Store and the Customer’s order details of goods and services purchased (including information such as the type or size or other variants) (“Order Information”). Together, the Customer’s Account Information, Payment Information, Shipping Information and Order Information are the Customer’s “Saved Information”. Existing Shop Pay Customers will be able to select and checkout with Shop Pay using their Saved Information.

2. Merchant Obligations and Shopify’s role

1. You agree that:

   1. The sale of goods or services using via Shop Pay are solely between you, as the Merchant, and the Customer. Shopify is not a party to these transactions, and only enables payment processing through the sharing of payment credentials;

   2. Shopify is not and will not be responsible for any aspect of the products or services you sell;

   3. Shopify is not responsible for the acts of Customers, whether or not they complete a transaction;

   4. Shop Pay is not a payment processing service. Processing a transaction using Shop Pay does not mean that the transaction will be authorized or processed, or that the transaction will not later result in a chargeback or other reversal;

   5. Shopify is not responsible for the acts of third party platforms who offer Shop Pay as a payment method on their platform;

   6. You are solely responsible for investigating and resolving disputes with a Customer and Shopify will not be a party to or responsible for any disputes;

   7. You shall comply with all applicable laws related to your Store and all goods or services offered through your Store;

   8. You are solely responsible for any taxes, fees, and duties imposed by governmental entities related to payment transactions facilitated through Shop Pay; and

   9. You will comply with any additional service-specific terms applicable to any third party platforms, software, applications, products and services, or websites accessed or used by your Store in connection with your use of Shop Pay (collectively, “Third Party Terms”).

2. We cannot intervene in any dispute between you and a Customer for any transactions processed using Shop Pay. We make no warranties with respect to the products, services or information sold or provided on a Store, and we are not responsible or liable for: (a) product liability claims; (b) claims that the offer or sale of products or services sold using Shop Pay fail to conform to any applicable legal or regulatory requirement; (c) claims respecting the Merchant’s products, services, or practices arising under consumer protection or similar legislation; or (d) any inaccurate, incomplete or out of date information offered by the Merchant.

3. Shop Pay may not be available in all languages or in all countries, and Shopify makes no representation that Shop Pay would be appropriate, accurate or available for use in any particular location or for any particular product or service.

4. In connection with your use of Shop Pay on your Store, you agree to share with Shopify the following information in a manner which enables Shopify to provide the Shop Pay services: (i) all Saved Information of your Customers who use Shop Pay, including but not limited to: Order Information such as transaction date, product name, product description and image, quantity sold, product cost details (e.g. price, currency, tax, applicable discounts), payment and authorization status, and refund status (if applicable); and Shipping Information such as shipping costs, shipping carrier code, tracking number, order tracking notifications; and (ii) other information relating to your Store necessary to allow Shopify to provide the Shop Pay services. Any Saved Information you share with Shopify that is comprised of Personal Data will be governed by the Shopify Privacy Policy.

3. Support

1. Shopify makes no guarantees to you in relation to the availability or uptime of Shop Pay and Shopify is not obligated to provide any maintenance, technical or other support related thereto. Shopify does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed in connection with Shop Pay. To the extent you choose to use Shop Pay, you are responsible for your reliance on any such data or information. It is your responsibility to maintain appropriate alternate backup of all information and data, including but not limited to any information and data that you may provide to Shopify in connection with your use of Shop Pay.

4. Data Protection and Security Obligations

1. You are solely responsible for ensuring that your use of any personally identifiable information or any personal financial information relating to a Customer, end-user or other personal data, including Saved Information (collectively, “Personal Data”) complies with applicable law, your agreements with your card acquiring bank, your privacy policy and any other applicable rules. You will only use the Personal Data to process the then current transaction and perform any post-transaction activities for that transaction (e.g. chargebacks), unless that Customer has expressly consented to allow you to use his or her information for other purposes. You agree to (a) provide clear and complete information to Customers regarding your collection, use and disclosure of Personal Data, including, at a minimum, a link to your privacy policy from your Store; (b) take appropriate steps to protect from unauthorized access, use or disclosure of Personal Data; and (c) comply with all applicable laws and regulations regarding privacy and data collection with respect to any collection, use or disclosure of Personal Data. If a Customer or end user ceases to consent or affirmatively revokes consent for your or collection, use or disclosure of their Personal Data, you must promptly cease all such use, and advise Shopify of any changes to consent impacting Personal Data you may have provided to Shopify. Furthermore, you shall not transmit any Personal Data in connection with the Store unless you use encryption to transmit such Personal Data. If Shopify makes available new versions of Shop Pay to address a security breach or security vulnerability regarding Personal Data, then you agree to update all of your Stores to incorporate such new version within a reasonable time period.

5. Confidential Information

1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Shopify’s Confidential Information includes all information that you receive relating to us, or to any of our services or products, that is not known to the general public including information related to our security program and practices.

2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, or by a party’s legal or financial advisors, each who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.

6. Shopify Trademarks

1. Shopify grants to you, during the Term, a personal, non-exclusive, non-sublicensable, non-transferrable, worldwide, royalty free, license to use the Shop Pay trademarks, logos, service marks and trade names of Shopify Inc. and any Affiliates, whether registered or unregistered, including but not limited to the word mark Shop Pay (the “Shop Pay Marks”), solely for the purpose of accepting Shop Pay transactions from or through your Store. You shall not use the Shop Pay Marks in such a way as to suggest that Shopify endorses or approves of your Store, or any products or services offered on your Store. All other rights in and regarding the Shop Pay Marks, whether express or implied, are expressly reserved to Shopify. You acknowledge and agree that: (a) you will use the Shop Pay Marks only as permitted under these Terms; (b) you will use the Shop Pay Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Shopify in writing from time to time; (c) the Shop Pay Marks are and will remain the sole property of Shopify; (d) nothing in these Terms will confer in you any right of ownership in the Shop Pay Marks and all use thereof by you will inure to the benefit of Shopify; (e) you will not, now or in the future, apply for or contest the validity of any Shop Pay Marks; and (f) you will not, now or in the future, apply for or use any term or mark confusingly similar to any Shop Pay Marks.

7. Term and Termination

1. These Terms are effective upon the date you accept these Terms and shall continue as long as you use Shop Pay as a payment method on your Store (the “Term”) or until terminated in accordance with this Section 7.

2. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we may terminate these Terms at any time without notice to you and accordingly we may terminate your access to Shop Pay or any part thereof.

3. We reserve the right to modify or terminate Shop Pay for any reason, without notice at any time.

4. We reserve the right to refuse service to anyone for any reason at any time.

5. Except as expressly permitted by Shopify, upon termination or expiration of these Terms, you will immediately: (a) cease all use of Shop Pay; and (b) cease all use of the Shop Pay Marks.

8. Representations and warranties

1. By using Shop Pay you represent and warrant that: (i) you are at least 18 years of age; (ii) the information you provide to Shopify in using Shop Pay is true and correct; (iii) you will not use Shop Pay for any fraudulent, unlawful or abusive purpose; (iv) your use of Shop Pay is not in violation of any obligation imposed on you; and (v) you will comply with any Third Party Terms.

9. Prohibited Uses

1. In addition to other prohibitions as set forth in the Terms, you are prohibited from using Shop Pay, or any related content or services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, state or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of any service provided by Shopify, including Shop Pay, or any related website or application, other website or application, or the Internet; (l) in such a way that could overburden, attack, damage, or otherwise negatively impact the performance of Shop Pay, or any other user’s use of Shop Pay; or (m) use any robot, spider or similar process, to access Shop Pay for any purpose. We reserve the right to terminate your use of Shop Pay or any related website or application for violating any of the prohibited uses.

10. Limitation of liability; Disclaimer of warranties

1. To the extent permitted by applicable law, you expressly understand and agree that in no event shall Shopify, its Affiliates or their respective its employees, agents, suppliers or independent contractors (the “Disclaiming Entities”) be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses which may be incurred in connection with your use of Shop Pay, your Store, or any goods, services, or information purchased, received, sold, or paid for by way of Shop Pay, regardless of the type of claim or the nature of the cause of action, even if the Disclaiming Entity has been advised of the possibility of such damage or loss. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

2. You agree to indemnify, defend and hold harmless Shopify and the Disclaiming Entities from all claims, losses, damages, penalties, liability and costs, including reasonable attorneys’ fees, of any kind or nature arising out of or related to a claim: (a) alleging that your use of Shop Pay infringes or violates the rights of a third party (including any Merchant) or violates applicable law; or (b) arising out of your breach of these Terms, any Third Party Terms, or the documents they incorporate by reference.

3. Your use of Shop Pay is at your sole risk and is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

4. To the fullest extent permitted by law, Shopify and the Disclaiming Entities make no representation or warranty of any kind whatsoever for Shop Pay, the content, materials, information and/or functions available through Shop Pay, or for any breach of security associated with the transmission of information (including sensitive information) through Shop Pay.

5. Any reliance on the material or information made available through Shop Pay is at your own risk. We do not warrant that Shop Pay will be uninterrupted, timely, secure, or error-free, or that any errors will be corrected. We do not warrant that the result obtained from use of Shop Pay will be accurate or reliable.

11. Governing law

1. These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario, without regard to principles of conflicts of laws. You and we irrevocably and unconditionally submit to the exclusive jurisdiction of the provincial and federal courts of Ontario with respect to any dispute or claim arising out of or in connection with these Terms or your use of Shop. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.

12. Assignment

1. You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Terms and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

13. Waiver, Severability and Complete Agreement

1. The failure of Shopify to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms shall remain in full force and effect.

2. These Terms, Shopify’s Privacy Policy, and any other policies or operating rules incorporated into these Terms or posted by us in respect to Shop Pay, constitute the entire agreement between you and Shopify and govern your use of Shop Pay on your Store, superseding any prior agreements between you and Shopify (including, but not limited to, any prior versions of the Terms). Notwithstanding the foregoing, if you are an existing Shopify merchant who uses services offered by Shopify which are governed by the Shopify Terms of Service, these Terms supplement, but do not amend, the Shopify Terms of Service. In the event of any conflict or inconsistency between these Terms and the Shopify Terms of Service, these Terms will govern your use of Shop Pay to the extent necessary to resolve the conflict or inconsistency.

3. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Shopify, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms.

14. Survival

1. Upon termination of your use of Shop Pay or termination of these Terms for any reason, the following sections shall survive termination: Sections 2, 4, 5, 6, 7 and 10 through 14.