Shopify Credit Program Terms

By submitting an application for “Shopify Credit”, which includes the Card Account and the Cards (as defined below), you are agreeing to be bound by the following terms and conditions (these “Program Terms”).

These Program Terms constitute a legal agreement 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 Capital Inc., organized under the laws of Virginia with offices at 100 Shockoe Slip, 2nd Floor, Richmond, Virginia 23219 (“Shopify”, “we”, “us”, or “our”). These Program Terms may be updated or amended from time to time.

Under the separate Shopify Merchant Terms of Service (the “Shopify Merchant Terms”), Shopify Inc. provides you with its online storefront, shopping cart, store management, marketing, and other services (collectively, the “Shopify Merchant Services”).

Additionally, under the separate Shopify Payments Terms of Service (the “Shopify Payments Terms”), Shopify Payments (USA) Inc. provides you with: (i) payment account boarding; (ii) payment underwriting; and (iii) payment data transmission services that help you integrate with a payment processor, as described more fully in the Shopify Payments Terms (such services, the “Shopify Payments Services”).

Shopify reserves the right to update and change these Program Terms at any time, including by posting updates and changes to the Shopify website, providing notice in your Shopify Admin, or by providing notice of such changes to you electronically. Your continued use of Shopify Credit will constitute acceptance of any amended or new terms.

1 . Definitions

The following terms have the meanings set forth below.

“Administrator” means a person appointed by you in accordance with the Issuing Bank Terms to manage your participation in Shopify Credit.

“Amounts Due” means, at any given time, the total outstanding balance on your Card Account, which will include, without limitation, any unpaid Statement Balances, Charges, fees, penalties, and other amounts incurred through the use of your Cards or posted to your Card Account.

“Applicable Law” means all applicable laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction.

“Authorized Representative” means any individual who has been authorized by Merchant to obtain the Card Account and has authority to accept these Program Terms on behalf of Merchant.

"Authorized User” means any person in the Territory that: (i) is authorized by you to use Cards and make purchases and other Charges on behalf of your business, including but not limited to your employees, independent contractors and representatives; (ii) has an existing Staff Account; and (iii) has accepted and agreed to be bound by the Authorized User Terms.

“Authorized User Terms” means the Authorized User Terms, between you and your Authorized Users, located at https://www.shopify.com/legal/shopify-credit-authorized-user-terms, as may be updated from time to time.

"Billing Cycle” means the time interval covered by a Card Statement. Each Billing Cycle is one calendar month.

“Card” means a business charge card (whether a physical or virtual card) issued by the Issuing Bank and linked to your Card Account. Cards are enabled for transactions over the Card Network’s systems. For the avoidance of doubt, such Cards may also be referred to as “pay-in-full business credit cards” under Shopify Credit.

“Card Account” means the charge card account maintained with Issuing Bank through which you may access and use the Card Services.

“Card Network” means the payment card network operated by Visa®.

“Card Network Rules” means the operating rules and regulations of Visa®.

“Card Partners” means Stripe and the Issuing Bank.

“Card Statement” means the periodic statement identifying (a) the Statement Balance, and (b) the Charges and other amounts incurred through the use of your Cards or posted to your Card Account, and any payments, refunds, Disputed Charges or other amounts credited to your Card Account, during each Billing Cycle. Card Statements are available following the Closing Date of each Billing Cycle.

“Card Transaction” means a transaction initiated by you or an Authorized User to make a payment with a Card for the purchase of goods or services.

“Cardholder Event of Default” means an Event of Default, as defined under the Issuing Bank Terms.

“Charge” means the use of a Card to complete a Card Transaction.

"Closing Date” means the date of the last Day of a Billing Cycle, as specified in your Card Statement.

“Credit Limit” means the maximum amount of credit available from the Issuing Bank for Card Transactions through your Card Account.

“Day” means any calendar Day.

“Disputed Charge” means a Charge that you report as erroneous or unauthorized.

“Issuing Bank” means the financial institution, identified in the Issuing Bank Terms, that issues a Card.

“Obligations” means, collectively, all of Merchant’s obligations under the Issuing Bank Terms, including your obligation to pay the Amounts Due, and any other amounts, claims, damages, fees or expenses due under these Issuing Bank Terms (including, without limitation, the reasonable attorney’s fees and expenses that arise upon an Event of Default).

“Owner” means any parent company or any individual who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of a legal entity, sole proprietor, principal, or member of Cardholder.

“Payment Due Date” means the twenty-fifth (25th) Day after the Closing Date of a Billing Cycle; provided that, if such date is not a business day, then the next business day. For clarity, as examples, the Payment Due Date for a September Billing Cycle would be October 25th and the Payment Due Date for an October Billing Cycle would be November 25th.

“Shopify Account” means the Shopify account provided to the Merchant by Shopify Inc. and its affiliates in respect of the Shopify Services.

“Shopify Account Credits” means all funds from transactions associated with your Shopify Store while you have a Card and Card Account, regardless of source, whether those funds are credited through cash, bank checks, credit cards, debit cards, or other types of payment cards, electronic money transfers, such as Automated Clearing House or “ACH” debits and PayPal® money transfers or other forms of payment.

“Shopify Balance Account” means a business financial account that is offered under the separate Shopify Balance services.

“Shopify Merchant Bank Account” means the bank account, the Shopify Balance Account or other business stored-value account of the Merchant set out in the Shopify Admin, into which the Shopify Account Credits settle (less any transaction or other related fees).

“Shopify Services” means the e-commerce software and services, including the Shopify Platform Services and the Shopify Payments Services, provided to the Merchant by Shopify Inc. and its affiliates.

“Shopify Terms of Service” means any agreement, including the Shopify Merchant Terms, Shopify Privacy Policy, Shopify Acceptable Use Policy, Shopify Payments Terms and any other documents incorporated by reference, as may be amended from time to time, under which Shopify Inc. or its affiliates provides Merchant with Shopify Services.

“Staff Account” refers to a staff account on the Shopify platform that allows Merchants to grant certain access and permissions to their Shopify Account to certain individuals, such as employees, independent contractors or representatives.

“Statement Balance” means the total amount incurred through use of your Cards or posted to your Card Account (which will include, without limitation, Charges, fees, penalties, and any other amounts) during each Billing Cycle, as reflected on a Card Statement and due on each Payment Due Date.

“Territory” means the United States, including Puerto Rico but excluding all other United States territories and protectorates.

“Transaction History” means the record of Card Transactions and payments made on your Card Account.

“USD” means the lawful currency of the United States of America.

2. OVERVIEW OF CARD SERVICES

2.1. Role of Stripe and Issuing Bank

Through the “Card Services”, you may apply for Cards issued by the Issuing Bank, allow the use of such Cards by Authorized Users, manage and review Card Statements, and repay Amounts Due and the amount of any other Obligations due under the Issuing Bank Terms. Stripe, Inc. acts as a program manager and processor for such Cards. Please note that issuance and use of your Card will be governed by the Issuing Bank Charge Card Terms between the Issuing Bank and you (the “Issuing Bank Terms”). Refer to the Issuing Bank Terms for additional details regarding your access to and use of Cards.

The Card Services are only made available to entities or persons in the Territory that operate a business selling goods and/or services. The Card Services are intended for business purposes only and may not be used for personal, family or household purposes. By applying for a Card Account, you represent and warrant that you are a commercial enterprise, and you agree that your Card Account and all Cards will be used for business purposes only. You will not use your Card Account or Cards for personal, family or household purposes. You understand that you are not receiving a consumer charge card and that statutory and regulatory protections for consumers will not apply to your Card Account or Cards.

2.2. Acceptance of Issuing Bank Terms

Upon applying for a Card Account, you will be prompted to read, review and accept the Issuing Bank Terms. While Shopify is not a party to the Issuing Bank Terms, you acknowledge and agree that you are subject to and will comply with the Issuing Bank Terms in connection with your access to and use of the Card Services through Shopify Credit. In the event of any conflict or inconsistency between any provision in the Issuing Bank Terms and any provision in these Program Terms, the applicable provision in the Issuing Bank Terms will control and prevail for Shopify Credit.

You agree and acknowledge that the Issuing Bank may be changed at any time and from time to time for any or no reason. If the Issuing Bank is changed, we will notify you of such change. You agree and acknowledge that, in such event, you may be required to reapply for a new Card and accept new Issuing Bank Terms if you wish to continue your access to and use of the Card Services.

3. ACCESS TO CARD ACCOUNT AND CARD SERVICES

3.1. Eligibility

By clicking “Submit Application”, you accept these Program Terms and are requesting access to a Card Account and use of Cards through Shopify Credit. You acknowledge and agree that your access to and use of the Cards through Shopify Credit is subject to the approval of the Issuing Bank. Issuing Bank reserves the right to decline to provide you a Card Account in its sole discretion, for any reason permitted by Applicable Law.

To assess your eligibility, and from time to time in connection with the Card Services, we, on behalf of Issuing Bank, may obtain and review any information on you, Owners, Administrator, Authorized Representative, or Authorized Users that we are permitted by Applicable Law to obtain and review for this purpose, including (a) your Shopify Account history; (b) information about any financial accounts you may have with third-party institutions, including transaction data with respect to such accounts, which we may obtain directly or through third party services; and (c) information that identifies you, your Owners, Administrator, Authorized Representative, and Authorized Users, together with any necessary identification documents, collected and verified in accordance with federal anti-money laundering laws, terrorist financing and other financial regulations (such information, the “Merchant Information”). This Merchant Information may include your name, your business or trade name, address, email, phone number, business identification or registration number, personal information regarding your Owners, Administrator, Authorized Representative, Authorized Users and other relevant business personnel and certain other information we may require. We provide this Merchant Information to Card Partners to determine your eligibility for the Cards. If the Merchant Information you provide is incomplete, inaccurate or out-of-date, we may decline to proceed with your request to open a Card Account and access and use Cards.

You authorize us to obtain account information from third party services for the purpose of authenticating or obtaining information about accounts you have with financial institutions. You acknowledge that you may be required to provide such authorization directly to such third parties. If you do not provide the required authorization to the third party services described above, we may decline to proceed with your request to access and use the Cards.

3.2. Shopify Admin

Shopify will develop, operate, maintain, and host a secure application programming interface between Stripe’s site and systems and Shopify’s systems to enable access to and use of the Card Services, including access to Card Accounts, through the Shopify Admin (“Shopify Admin”). Access to and use of the Shopify Admin requires that you have an active and valid Shopify Account. You agree to use the Shopify Admin in accordance with all procedures that may be provided by Shopify from time to time.

3.3. Authorized Users

Through the Card Services, you may authorize Authorized Users, which will allow them to use the Card Services and access certain functionalities of your Card Account. You are responsible for all use of Cards by Authorized Users. You are responsible for ensuring that Authorized Users are aware of and comply with your obligations under these Program Terms and the Issuing Bank Terms. If an Authorized User permits another person to have access to your Card Account or Card, you will be liable for all Charges and fees incurred by that person.

You may set monthly spending limits for your Authorized Users, and are responsible for communicating such limits to your Authorized Users. You are responsible for notifying Authorized Users of, and administering, your corporate expense and spend management policies and resolving any disputes relating to your maintenance or administration of such policies.

3.4. Approval

Following submission of your application, the Issuing Bank will determine your eligibility to obtain Cards. This determination may be an approval, denial, or request for additional information. Shopify will communicate the Issuing Bank’s determination on your application through the Shopify Admin.

If your application is approved by the Issuing Bank, you will be provided access to a Card Account through the Shopify Admin. You must activate a physical Card prior to use. All Cards issued to you are linked to your Card Account. Once a Card is activated, Authorized Users may use the Card to initiate Charges on your behalf.

3.5. Credit Limit

Based on your application, the Issuing Bank will establish your Credit Limit for the Card Account. Your Credit Limit will be disclosed when you are approved for a Card Account and will be available to view in your Shopify Admin. Your Credit Limit will be the maximum aggregate USD amount available for Card Transactions across all Cards associated with your Card Account. Your Credit Limit may increase or decrease at any time in accordance with the Issuing Bank Terms.

4. USE OF YOUR ACCOUNT AND CARDS

4.1. Fees.

There are no fees to use the Card Services. Notwithstanding the foregoing, we reserve the right to charge and/or change the fees at any time. If you continue using Shopify Credit, then you are deemed to have accepted the change in fees contemplated by such Notice.

4.2. Requirements and Prohibited Activities.

The Card Services are made available to you solely for lawful purposes and use. You agree to, and will ensure that your Authorized Users, comply with Applicable Laws and Card Network Rules. You further represent and warrant that you shall comply with Applicable Laws at all times in the performance of your obligations under these Program Terms and in connection with your use of the Card Account and Card Services.

We reserve the right to suspend or terminate access to the Card Services, and Issuing Bank may suspend or terminate access to Card Accounts, that we know or believe in our sole discretion are engaged in any of the prohibited activities identified in the Shopify Acceptable Use Policy, the Shopify Terms of Service, or any other restricted category as determined by Shopify or any Card Partner in their sole discretion. Where the Merchant is engaged in certain restricted activities, Shopify, on behalf of itself or a Card Partner, may require you to provide additional information to open or maintain your Card Account. We or a Card Partner may update the list of prohibited or restricted activities at any time and from time to time.

4.3. Rewards.

Shopify offers a rewards program in connection with Card use. We may determine when, how and under what conditions Merchant may qualify for or earn rewards associated with Card use. Rewards are subject to the Shopify Credit Rewards Program Terms and these Program Terms. Certain transactions may not be eligible for some or any rewards, including cashback rewards. Rewards may also be subject to limits, revocation, or forfeiture as set forth in the Shopify Credit Reward Program Terms. Any right to rewards or benefits shall terminate upon the termination of these Program Terms, the suspension or closure of your Card Account, or in the event of any breach of these Program Terms.

4.3. Transaction History; Card Statements.

Your Transaction History and Card Statements will be available on your Shopify Admin.

5. CUSTOMER SUPPORT

5.1. Customer Support.

If you have any issues or problems with Shopify Credit, you may contact Shopify Support. Shopify, on behalf of itself and the Card Partners, will provide you with customer support necessary to resolve issues relating to Shopify Credit to the extent not prohibited by Applicable Law. You understand that, as the providers of the Card Accounts, Stripe and the Issuing Bank retain a level of control over the Card Services that may require us to escalate an issue to them in order to resolve it. If so, Shopify will be responsible for interacting and working with Stripe and the Issuing Bank to resolve your issue. We do not assume any liability for our role or assistance in providing you with customer support.

5.2. Shopify Account Security.

You agree to keep your Shopify Account, including access to and use of your Shopify Account, secure and to only provide access to your Shopify Account to individuals that you have authorized. You will immediately disable Authorized User access to the Card Services if you know or believe your Card Account has or may have been compromised or has been or may be misused; and you will promptly notify us of any known or reasonably suspected unauthorized access or use.

6. NOTIFICATIONS AND COMMUNICATIONS

You agree to provide and maintain true, accurate, complete, and current information about your Card Account and Cards and to notify us of any change to it by either updating your Shopify Admin or contacting Shopify Support.

You agree to promptly notify us in writing after any of the following occur: (i) you become subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (ii) there is a material adverse change in your financial condition, business operation or business ownership; (iii) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (iv) you transfer or sell 25 percent or more of your total assets or there is any change in the control or ownership of your business or parent entity; (v) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent of more of your assets; or (vi) you become aware of any Cardholder Event of Default, the occurrence or existence of an event which, with the passage of time or the giving of notice or both, would constitute a Cardholder Event of Default (each items (i) through (vi), a “Notice Event”).

You consent to accept notices and communications under these Program Terms electronically and understand that such notices and communications have the same legal effect as if we had provided you with a paper copy. Shopify, on behalf of itself and Card Partners, may send notices and communications to you (the “Notices”) by posting such Notices in your Shopify Admin, or sending such Notices to the email address, phone number or mailing address listed in your Shopify Account. Notices posted to your Shopify Admin or emailed to you shall be considered received by you at the time it is posted or emailed, unless we receive notice that the email was not delivered.

You understand that you may not use the Card Services unless you consent to receive electronic disclosures and notices as provided herein. Consent to receive notices electronically may be withdrawn only by closing your Card Account.

We may use automated telephone dialing, text messaging systems and electronic mail to provide messages to you about your Card Account, including any outstanding Obligations. The telephone messages may be played by a machine automatically when the telephone is answered, whether 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 that you or your Administrator have given us and to play pre-recorded or artificial messages or send text messages with information about these Program Terms or your Card 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. We may monitor, tape, or electronically record our telephone calls with you to assure the quality of our service. By entering in these Program Terms, you give us express consent to do so.

7. TERM AND TERMINATION

7.1. Effective Date.

These Program Terms are effective upon the date you agree to it (by electronically indicating acceptance) and continue so long as you access or use Shopify Credit or until terminated by you or by Shopify in accordance with the terms of these Program Terms.

7.2. Termination; Suspension.

You may request to close or terminate your Card Account (including your Cards), or terminate these Program Terms, by contacting Shopify Support and paying all amounts owed (including Amounts Due and the amount of any other Obligations) under the Issuing Bank Terms prior to such closure or termination. Your payment and Shopify’s acceptance of any amounts, on behalf of Card Partners or their assigns, does not extinguish or waive any of Shopify’s rights hereunder.

We may limit, suspend or close your access to and use of the Card Services or any portion of Shopify Services, or terminate these Program Terms, or Card Partners may limit, suspend or close your Card Account or any Card at any time, for any reason without prior notice, including, without limitation, if: (i) required by Applicable Law; (ii) a Cardholder Event of Default has occurred, or we have reason to believe a Cardholder Event of Default is likely to occur; (iii) there is a Notice Event; (iv) you are in breach or violation of these Program Terms, the Issuing Bank Terms, Shopify Terms of Service, Applicable Law, or the Card Network Rules; (v) we suspect you may be, or have reason to believe you have been, a victim of fraud; (vi) you use the Card Services for a purpose that we deem to be fraudulent or unlawful; (vii) upon request of a Card Partner; or (viii) your Issuing Bank Terms have been terminated. Upon termination or closure of your Card Account, any related Cards will immediately expire.

Upon termination and closing of your Card Account, we will immediately discontinue your access to and use of Shopify Credit. Termination of these Program Terms will not necessarily terminate your Shopify Merchant Terms, Shopify Payments Terms or other Shopify Terms of Service, unless Shopify determines otherwise.

Upon termination of these Program Terms, you agree: (i) to immediately cease your use of Shopify Credit; (ii) that any license granted under these Program Terms shall end; (iii) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iv) that we will not be liable to you for any damages in connection with your use of Shopify Credit, any termination or suspension of your access to or use of Shopify Credit, or any deletion of your information or account data; and (v) that you will remain liable for any outstanding Obligations under the Issuing Bank Terms, including but not limited to unpaid Charges, fees, fines, or other financial obligations incurred by you or through your access to or use of your Card Account.

7.3. Survival

6 (Notifications and Communications), 7 (Term and Termination), 9.1 (Indemnification), 9.2 (Limitation of Liability), 10.1 (Governing Law) and 10.3 (Assignment), and any other provisions of these Program Terms giving rise to continued obligations of the parties will survive termination of these Program Terms.

8. YOUR REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties made by you under the Shopify Merchant Terms, Shopify Payments Terms and other Shopify Terms of Service, 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 Authorized Representative entering into these Program Terms 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 these Program Terms; (ii) if you are a sole proprietor, you reside in the Territory or, if you are a corporation or other entity, you are organized and registered in the Territory and the owner of such entity resides in the Territory; (iii) you are eligible to register and use Shopify Credit and have the right, power, and ability to enter into and perform under these Program Terms; (iv) Administrators have requisite organizational power and authority to conduct business on and manage your Card Account in all respects, including delegating access or authority to other Authorized Users, and you have irrevocably authorized each and every action taken by any Administrator that relates to these Program Terms, the Card Services, or any Card; (v) you, Administrators, Authorized Representative and Authorized Users will not engage in activities prohibited by these Program Terms, and (vi) all Merchant Information provided to Shopify is and shall be complete, accurate and current.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1. Indemnification.

IN ADDITION TO YOUR INDEMNIFICATION OBLIGATIONS UNDER THE SHOPIFY MERCHANT TERMS, THE SHOPIFY PAYMENTS TERMS AND THE OTHER SHOPIFY TERMS OF SERVICE, YOU WILL FOREVER DEFEND, INDEMNIFY AND HOLD HARMLESS SHOPIFY AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND SUPPLIERS (EACH, AN “INDEMNIFIED PARTY”), FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, DAMAGES, LOSSES, JUDGMENTS, SETTLEMENTS, PENALTIES, FINES, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES) AND ALL OTHER LIABILITIES OF EVERY KIND (THE “LOSSES”), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, INCURRED BY ANY SHOPIFY ENTITY IN CONNECTION WITH ANY ACTION OR THREATENED ACTION, SUIT, CLAIM, OR PROCEEDING, REGARDLESS OF MERIT, BROUGHT BY ANY THIRD PARTY, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH (I) ANY BREACH BY YOU, AN ADMINISTRATOR, AN AUTHORIZED REPRESENTATIVE OR AN AUTHORIZED USER OF THE OBLIGATIONS OR UNDERTAKINGS, COVENANTS OR REPRESENTATIONS OR WARRANTIES UNDER THESE PROGRAM TERMS; (II) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH YOUR PERFORMANCE OF YOUR OBLIGATIONS UNDER THESE PROGRAM TERMS; (III) ANY VIOLATION BY YOU, AN ADMINISTRATOR, AN AUTHORIZED REPRESENTATIVE OR AN AUTHORIZED USER OF APPLICABLE LAWS, THE ISSUING BANK TERMS, CARD NETWORK RULES OR ANY OTHER AGREEMENTS THAT OTHERWISE RELATE TO THE CARD SERVICES, CARD ACCOUNT OR CARDS; (IV) ACTIONS OR OMISSIONS BY YOU, AN ADMINISTRATOR, AN AUTHORIZED REPRESENTATIVE OR AN AUTHORIZED USER OR OTHERWISE ON YOUR BEHALF IN RESPECT OF YOUR CARD ACCOUNT AND CARDS; OR (V) YOUR CARDS, CHARGES, DISPUTES (INCLUDING DISPUTED CHARGES) AND REFUNDS AND ANY FAILURE TO PAY ANY AMOUNTS DUE OR OTHER OBLIGATIONS IN CONNECTION WITH SHOPIFY CREDIT.

9.2. Limitation of Liability.

NOTWITHSTANDING ANY LIMITATIONS OF LIABILITY UNDER THE SHOPIFY MERCHANT TERMS, THE SHOPIFY PAYMENTS TERMS OR THE OTHER SHOPIFY TERMS OF SERVICE, AS BETWEEN SHOPIFY AND YOU, SHOPIFY’S COMPLETE FINANCIAL LIABILITY TO YOU FOR THE SERVICES PROVIDED UNDER THESE PROGRAM TERMS, INCLUDING ACCESS TO THE CARD SERVICES VIA SHOPIFY CREDIT, SHALL NOT EXCEED SIX (6) MONTHS OF FEES PAID BY YOU TO SHOPIFY. AS BETWEEN SHOPIFY AND YOU, SHOPIFY IS NOT RESPONSIBLE FOR ANY LOSSES OR LIABILITY ASSOCIATED WITH THE CARD SERVICES OR CARDS, OR ANY OPERATIONS RELATED TO OR REQUIRED TO SUPPORT THE CARD SERVICES OR CARDS. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

THE CARD SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE.

10. CHOICE OF LAW, VENUE AND MISCELLANEOUS

10.1. Governing Law.

These Program Terms are governed by and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. The exclusive venue for any actions or claims arising under or related to these Program Terms shall be a court of competent jurisdiction in Delaware.

10.2. Modifications; Amendments.

We have the right to add to or change the terms of these Program Terms and any documents referenced in these Program Terms at any time, and to change, delete, discontinue or impose conditions on any feature or aspect of the Card Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including by posting updates and changes to the Shopify website, providing notice in your Shopify Admin, or providing notice of changes to you electronically. Your continued use of the Card Services will constitute your acceptance of these Program Terms as modified. If you do not accept any such modification, you must cancel your Card Account.

10.3. Assignment.

These Program Terms, 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.

10.4. Waiver; Remedies.

We reserve the right, at any time and in our sole and absolute discretion, not to exercise any of our rights under these Program Terms and, should we do so, we will not waive our right to exercise the right as set forth in these Program Terms in the future. No failure on our part to exercise, and no delay in exercising, any right under these Program Terms constitutes a waiver of such right, nor will any single or partial exercise of any right under these Program Terms preclude any other or further exercise of that right or the exercise of any other right. The remedies provided in these Program Terms are cumulative and not exclusive of any remedies provided by law or equity.

10.5. Severability.

In case any of the provisions in these Program Terms are found to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of any other provision contained herein will not in any way be affected or impaired, and that court will have the power to rewrite that provision to the maximum extent enforceable and the remainder of these Program Terms will continue in full force and effect.

10.6. Feedback.

Shopify welcomes any ideas and/or suggestions regarding improvements or additions to the Card Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Card Services (collectively, “Feedback”) to Shopify be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Shopify, you waive any and all rights in the Feedback and Shopify is free to implement and use the Feedback if desired, as provided by you or modified by Shopify, without obtaining permission or license from you or from any third party.

10.7. Electronic Signatures.

Electronic signatures will be deemed manual signatures, and each party to these Program Terms may rely on an electronic signature as an original for purposes of enforcing these Program Terms. For the avoidance of doubt, Merchant’s acceptance of these Program Terms by clicking “Submit Application” will be deemed to constitute such party’s electronic signature and effective as a manual signature of each such party.

Last updated: February 5, 2024