Shopify Credit Issuing Bank Terms

Fees & Repayment (see Section 5 for details)
Statement Fee	Varies by Cardholder	This fee is a percentage of the Statement Balance and is due at the end of the Repayment Period for the Card Statement associated with such Statement Balance.
Daily Payment Percentage	Varies by Cardholder	This is a percentage of your daily sales that will be remitted towards your Statement Balance, starting from the first day of the second calendar month subsequent to the Closing Date of the Statement Balance, until the Statement Balance has been repaid in full.
Monthly Late Fee	2%	This monthly fee equals a percentage of the Statement Balance that remains outstanding at the end of the Repayment Period for the Card Statement associated with such Statement Balance.
Repayment Period	10 calendar months	This is the maximum period of time from the Closing Date of a Statement Balance that a Cardholder has to repay such Statement Balance.

These Celtic Bank Issuing Bank Charge Card Terms (these “Issuing Bank Terms”) constitute a legal agreement between Celtic Bank Corporation (“Issuing Bank”, “we”, “us” or “our”) and the individual (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity) that has applied or qualified for participation in the Shopify Credit Charge Card Program (the “Program”) and established a Card Account (“Cardholder”, “you”, or “your”). Issuing Bank has appointed Stripe, Inc. as its program manager for the Program (“Program Manager” or "Stripe") and access to the Program has been provided to you by Shopify Capital Inc. (“Platform Provider” or “Shopify”). These Issuing Bank Terms may be updated or amended from time to time.

BY APPLYING FOR A CARD ACCOUNT, BY ACTIVATING A CARD, OR BY OTHERWISE PARTICIPATING IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE ISSUING BANK TERMS.

1. DEFINITIONS

The following terms have the meanings set forth below.

“Account Data” means personal or business information provided by you or on your behalf to Issuing Bank (through Platform Provider or Program Manager) to provide you with access to and use of the Program, as well as information associated with eligibility criteria, your Card Account, Cards (including CVVs and PINs), Authorized Users, Card Transactions, access credentials, records, regulatory compliance data, and any other information used or generated in connection with your use of the Program.

“Administrator” means a person appointed by you to manage your participation in a Program.

“Amounts Due” means, at any given time, your total payment obligations under these Issuing Bank Terms that are due, including, without limitation, any unpaid Statement Balances, Statement Fees, Monthly Late Fees, Charges, fees, penalties, and other amounts incurred through use of your Cards or posted to your Card Account.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the referenced entity.

“Amounts Owed” means, at any given time, your total payment obligations under these Issuing Bank Terms, whether due or not due, including, without limitation, any unpaid Statement Balances, Charges (including prior to the Closing Date of the Billing Cycle in which the Charges were incurred), Statement Fees, Monthly Late Fees, fees, penalties, and other amounts incurred through 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 Cardholder to obtain the Card Account and has authority to accept these Issuing Bank Terms on behalf of Cardholder.

“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, as may be updated from time to time.

“Available Spend” means the aggregate dollar amount available for Card Transactions on all Cards. Available Spend is equal to your Credit Limit minus the amount of any Amounts Owed and holds on your Cards.

"Billing Cycle” means the time interval covered by a Card Statement. Each Billing Cycle is one calendar month, except the first and last Billing Cycles, which may be shorter or longer.

“Card” means a business charge card issued by the Issuing Bank and linked to your Card Account. Cards are enabled for transactions over a Card Network’s systems and may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number. For clarity, such Cards may also be referenced as “pay-in-full business credit cards” under the Program.

“Card Account” means the account maintained with Issuing Bank through which you may access a Program and request the issuance of Cards.

“Card Program Terms” means the Shopify Credit Program Terms, between you and the Platform Provider, governing your use of the Program.

“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 the Statement Balance and the Charges, fees 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 you or an Authorized User initiates to make a payment with a Card for the purchase of goods or services.

“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 Issuing Bank for Card Transactions through your Card Account.

“Daily Payment” means a payment equal to the Shopify Account Credits attributed to Cardholder’s Shopify Account for a given Day and for any immediately preceding non-business days and preceding Days for which a Daily Payment failed, multiplied by the Daily Payment Percentage, up to the total Amount Owed.

“Daily Payment Percentage” means the percentage indicated in the table above; provided that Cardholder may elect to increase this percentage in their Shopify Admin, in which case such percentage designated by Cardholder shall apply.

“Day” means any calendar day.

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

“Monthly Late Fee” means a fee equal to the percentage indicated in the table above of the outstanding Statement Balance.

“Obligations” means, collectively, all of Cardholder’s obligations under these Issuing Bank Terms, whether presently due or not, whether payment obligations or non-payment obligations, including, without limitation, your obligation to pay the Amounts Owed and the Amounts Due, the total outstanding balance on your Card Account 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).

“Other Business Account” means, collectively, all bank accounts and other business stored-value accounts associated with Shopify Services accounts or stores of Cardholder, or Owners, Affiliates of Cardholder, and into which funds related to Other Business Credits are deposited, as well as any bank accounts and other business stored-value accounts from which an attempt to pay Amounts Owed, other than the Shopify Merchant Bank Account.

“Other Business Credits” means any funds of a business owned or operated by Cardholder or Owners, Affiliates of Cardholder, other than the Shopify Store, including any funds that are credited to one or more Accounts or Shopify Services accounts of Cardholder or Owner, Affiliates of Cardholder, regardless of source.

“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.

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Program.

“Repayment Period” means the period indicated in the table above that is calculated from the Closing Date for such Card Statement.

“Shopify Account” means the Shopify account provided to you 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 Admin” means Shopify's administrative dashboard associated with Cardholder’s Shopify Account.

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

“Shopify Payments Services” refers to the separate Shopify Payments services described more fully and governed by the Shopify Payments Terms of Service between you and Shopify Payments (USA) Inc.

“Shopify Services” means the separate e-commerce software and services, including the Shopify Payments Services, provided by Shopify Inc. and its Affiliates to you.

“Shopify Store” means an online storefront that is hosted on the Shopify platform, associated with Cardholder’s Shopify Account and used in your application for Shopify Credit.

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

“Staff Account” refers to a staff account on the Shopify platform that allows you to grant specific access and permissions to your 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, and any other amounts) during each Billing Cycle, as reflected on a Card Statement.

“Statement Fee” means a fee equal to the percentage indicated in the table above of the Statement Balance, subject to any discounts described in Section 5.7.1.

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

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

2. OVERVIEW OF THE PROGRAM

2.1. General.

Through the Program, you will have the ability to request and receive Cards issued by Issuing Bank, allow the use of such Cards by Authorized Users to access credit for business purposes and initiate Card Transactions, and repay Amounts Owed, subject to and in accordance with these Issuing Bank Terms. Each Card will be issued by Issuing Bank to you subject to a license from the applicable Card Network and in accordance with these Issuing Bank Terms. The Program Manager will provide the Program services (through a Platform Provider) and will arrange for the opening of a Card Account, the issuance of Cards by Issuing Bank linked to such Card Account, and the provision of such Cards to Authorized Users. As the issuer of Cards, Issuing Bank must enter into an accountholder agreement with you, and these Issuing Bank Terms constitute your accountholder agreement with Issuing Bank. This Program for a Shopify Credit Charge Card requires you to pay each monthly Statement Balance in full within the Repayment Period provided in the table above via Daily Payments in accordance with Section 5 and includes a Statement Fee. The Statement Fee will be waived if the Statement Balance is paid in full on or before the last business day of the calendar month subsequent to the Closing Date of the relevant Card Statement.

2.2. Program Manager.

Program Manager will facilitate your access to and use of a Card Account (through Platform Provider) and will perform certain related software, account management, and processing services on Issuing Bank’s behalf. The Card Program Terms supplement these Issuing Bank Terms. In the case of any conflict between the Card Program Terms and these Issuing Bank Terms, these Issuing Bank Terms shall govern.

2.3. Communications.

All communications regarding your Card Account and the Program will be communicated to you on Issuing Bank’s behalf by the Platform Provider.

3. APPLICATION AND CARD ACCOUNT OPENING

3.1. Card Account Use.

The Program is exclusively available for business purposes. Any use of the Program for personal, family or household purposes shall result in immediate termination of these Issuing Bank Terms and your ability to participate in the Program. You represent and warrant that you are a commercial enterprise, and you agree that all Cards issued to you will be used for business purposes only.

3.2. Eligibility.

To establish a Card Account, you must (a) submit a complete application through Platform Provider (including any information needed to verify your identity or the identity of your Owners); (b) agree to these Issuing Bank Terms and Card Program Terms; (c) maintain an active Shopify Payments Services account in good standing; and (d) designate an Administrator to act on your behalf in connection with these Issuing Bank Terms. Additionally, if you are a sole proprietor, you must reside in the Territory. If you are an entity, you must be organized or registered in the Territory and the owner of such entity must reside in the Territory.

By clicking on “Submit Application”, you accept these Issuing Bank Terms and are making a request for Issuing Bank to complete its review of your application and make a Card Account available to you. For this review, Issuing Bank, Program Manager and/or Platform Provider may obtain and review any information on the Cardholder, Owners, Administrator, Authorized Representative or Authorized Users that we are permitted by applicable law to obtain and review for this purpose, including but not limited to: (i) your Shopify Account history; and (ii) information that allows us to verify your identity, together with any necessary identification documents, collected and verified in accordance with federal anti-money laundering, terrorist financing and other financial regulations.

3.3. Identity Verification.

You must provide information identifying you and your Owners, Administrators, Authorized Representative, Authorized Users, and representatives and other information requested by Issuing Bank, Program Manager, and/or your Platform Provider, on behalf of Issuing Bank, from time to time in connection with the Program. Your failure to promptly provide requested information may result in the immediate suspension or termination of your participation in the Program. Each time you provide such information, you represent and warrant that such information is true, accurate, complete, and current. You agree to keep all such information current and to notify your Platform Provider of any change affecting you, the nature of your business activities, or your Owners, Administrators, Authorized Representative, Authorized Users, or representatives. You acknowledge that Issuing Bank, Program Manager and/or Platform Provider, on behalf of Issuing Bank, may use any information provided by you to screen and monitor you and your Owners from time to time in connection with the Program, including to determine whether you or any of your Owners or representatives is included on any U.S. Office of Foreign Asset Control (“OFAC”) or other governmental authority list. You represent, warrant, and agree that neither you nor your Owners or representatives are or will be subject to any Applicable Law or list of any governmental authority that prohibits or limits their participation in the Program.

3.4. Information from Third Parties.

You authorize Issuing Bank, Program Manager, and your Platform Provider, on behalf of Issuing Bank, to retrieve information about you from third parties from time to time, and you authorize and direct such third parties to compile and provide such information to Issuing Bank, Program Manager, and your Platform Provider, on behalf of Issuing Bank. Issuing Bank, Program Manager, and your Platform Provider, on behalf of Issuing Bank, may periodically update any information about you as part of their underwriting criteria and risk analysis procedures. You acknowledge that Issuing Bank or Platform Provider, on behalf of Issuing Bank, may report information about your Obligations under these Issuing Bank Terms to credit bureaus. A default under these Issuing Bank Terms may be reflected in your credit report.

3.5. Identity Verification Disclosure.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A CARD ACCOUNT

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS A CARD ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN A CARD ACCOUNT, THE PLATFORM PROVIDER WILL ASK FOR YOUR NAME, ADDRESS AND EMPLOYER IDENTIFICATION NUMBER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH OWNER THAT WILL ALLOW THE PROGRAM MANAGER AND PLATFORM PROVIDER TO IDENTIFY YOU AND YOUR OWNERS ON ISSUING BANK’S BEHALF. ISSUING BANK, THE PROGRAM MANAGER AND/OR THE PLATFORM PROVIDER MAY ALSO ASK TO SEE A COPY OF EACH OWNER’S DRIVER’S LICENSE OR OTHER IDENTIFICATION DOCUMENTS.

3.6. Approval.

Following submission of your application, the Issuing Bank will determine your eligibility to participate in the Program. This determination may be an approval, denial, or request for additional information. The Platform Provider will communicate Issuing Bank’s determination on your application through the Shopify Admin or by email. Issuing Bank reserves the right to decline to provide you a Card Account in its sole discretion, for any reason permitted by Applicable Law.

4. USING YOUR ACCOUNT

4.1. Cards and Card Account.

All Cards issued to you are linked to your Card Account. Subject to these Issuing Bank Terms and the Card Program Terms, Authorized Users may use Cards to initiate Card Transactions on your behalf. When Authorized Users make a Card Transaction, and Issuing Bank (or Program Manager on Issuing Bank’s behalf) approves it, Issuing Bank will extend credit to you to fund the Card Transaction, and you agree to repay Issuing Bank for the Card Transaction in accordance with these Issuing Bank Terms. All Cards remain the property of Issuing Bank and must be returned upon request. Issuing Bank may cancel, revoke, repossess, or restrict the use of Cards at any time.

4.2. Card Transactions.

You may use your Cards to purchase goods or services from participating merchants. You authorize Issuing Bank (or Program Manager on Issuing Bank’s behalf) to charge your Card Account for all purchases made or incurred by you and Authorized Users. You are responsible for payment in full of all Charges, fees and other amounts incurred through use of your Cards or posted to your Card Account. In accordance with these Issuing Bank Terms, you are responsible for and agree to pay the total Amounts Owed on the Card Account. The Amounts Due, the Statement Balance as well as other relevant information will be provided with each Card Statement.

4.3 Authorized Users.

At your request, we may issue Cards to Authorized Users. Authorized Users do not have Card Accounts with us, but may use your Card Account subject to the terms of these Issuing Bank Terms, the Card Program Terms and the Authorized User Terms. You are responsible for providing these Issuing Bank Terms, the Card Program Terms and the Authorized User Terms to your Authorized Users, and you must ensure that all Authorized Users comply with the terms of these Issuing Bank Terms, the Card Program Terms and the Authorized User Terms. You must maintain records of your Authorized User’s acceptance of the Authorized User Terms for five years. In addition, you must inform Authorized Users that we may obtain, provide and use information about them, and you authorize Issuing Bank and Platform Provider (on Issuing Bank’s behalf) to give Authorized Users certain information about your Card Account and to discuss it with them. Authorized Users will be able to view Charges made using their Cards in their Staff Account.

You are responsible for all use of Cards and your Card Account by Authorized Users. If an Authorized User permits another person to have access to your Card Account or Card, Issuing Bank will treat this as if you authorized that person to use your Card Account or Card, and you will be liable for all Card Transactions and fees incurred by that person. You must pay for all Charges made by Authorized Users. If you would like to cancel an Authorized User’s right to use your Card Account (and cancel their Cards), you may do so through your Shopify Admin.

4.4. Administrators.

Each Card Account must specify at least one Administrator. If you are a sole proprietor, you agree to be designated as an Administrator, and if you are a corporation or other entity, then you agree to designate the Authorized Representative as an Administrator. Administrators can add, remove, or mandate additional Administrators and Authorized Users, request and manage Cards, view transactions, run reports and download statements, connect or change your Shopify Merchant Bank Account or other accounts connected to your Card Account, consent to new or updated terms and conditions and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Administrators, Authorized Users, and those using credentials issued to Administrators or Authorized Users to access your Card Account.

4.5. Restricted Businesses and Activities.

You will not permit the Card Account or Cards to be used for any unlawful purpose, or for any personal, family, or household purpose. You will not permit the Card Account or Cards to be used in connection with any activities identified by Issuing Bank, Program Manager or Platform Provider as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Program and Cards in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any lists published by OFAC. Issuing Bank, Program Manager and Platform Provider may periodically add to or revise businesses designated as Restricted Businesses.

4.6. International Use.

Issuing Bank reserves the right to prevent Cards from functioning outside of the Territory. If Cards are used to make international Card Transactions, Issuing Bank will convert any charges made in a currency other than USD into USD. Issuing Bank or the applicable Card Network will select exchange rates from a range of exchange rates available on the date the Card Transactions are cleared over the applicable Card Network; thus, the exchange rate on the clearing date may vary from the exchange rate at the time of the Card Transaction.

4.7. Fees and Penalties.

Please see Section 5.7 for more details. Issuing Bank reserves the right to charge and/or change the rates and fees at any time. If you continue participating in the Program, then you are deemed to have accepted the change in rates or fees contemplated by such notice.

4.8. Disputing Charges; Reporting Errors.

If you have a dispute with a merchant or seller regarding the product or service that is the subject of a Charge, you should first contact the merchant or seller to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may contact Shopify Support for assistance to submit a chargeback. Chargebacks can only be initiated by you. Authorized Users are not authorized to submit chargebacks on your Card Account. You acknowledge that chargebacks are subject to the Card Network Rules and may not be successful. Neither Issuing Bank, Program Manager nor Platform Provider assumes any liability for their role or assistance in contesting chargebacks. If you believe a Charge was unauthorized, or if you believe a Card Statement contains any errors, you should contact Shopify Support immediately.

You must report to Shopify Support any Disputed Charge or error no more than 60 Days (or longer as prescribed by Applicable Law or Card Network Rules) after the Disputed Charge is posted to your Card Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Disputed Charge, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. Subject to Applicable Law, you shall pay the Disputed Charge while the validity of the dispute is being determined, except where a provisional credit has been issued by Issuing Bank. If the dispute is deemed valid, Issuing Bank will credit the Disputed Charge amount back to your Card Account. The credit for such Disputed Charge will first be applied to the oldest outstanding Statement Balance, and subsequently to each next oldest outstanding Statement Balance in sequence, and then to the current Billing Cycle, if any, until the credit is fully utilized, regardless of the Billing Cycle in which the Disputed Charge was incurred or the credit was issued.

You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Issuing Bank, Card Networks or other intermediary service providers (including merchant acquirers) may deny or reverse Charges for any reason.

4.9. Lost or Stolen Cards.

Subject to Applicable Law, the Card Account is a commercial account and does not provide all consumer protections for lost or stolen Cards or unauthorized Card Transactions. You must contact Shopify Support IMMEDIATELY and promptly lock your Card(s) (including any Cards held by Authorized Users) via your Shopify Admin if you believe or reasonably suspect: (a) a Card has been lost, breached or stolen, (b) someone has gained unauthorized access to or use of any account credentials, or (c) someone has transferred or may transfer funds from the Card Account without your permission. In such cases, you may request the issuance of replacement Cards by Issuing Bank by promptly contacting Shopify Support. Authorized Users may also lock the Cards held by them through their Staff Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, such transactions may not be completed.

Issuing Bank may suspend access to your Card Account or Cards if it is believed that your Card Account or Cards have been compromised or that not doing so may pose a risk to Issuing Bank or any third parties. You will not be liable for any unauthorized use that occurs after you provide notification of the loss, theft or possible unauthorized use of your Card Accounts or Cards in accordance with these Issuing Bank Terms.

4.10. Complaint Handling.

If you have any complaints regarding the Program, you should contact Shopify Support.

5. CARD TRANSACTIONS

5.1. General.

You may not make any Card Transactions that would cause you to exceed or violate any of the limits set forth in these Issuing Bank Terms.

5.2. Card Statements.

Card Statements are issued once per month following the Closing Date of a Billing Cycle. Each Card Statement identifies the Charges, fees, and other amounts incurred through the use of your Cards or posted to your Card Account, as well as any payments, refunds, Disputed Charges or other amounts credited to your Card Account, during each Billing Cycle. The Statement Balance and the Available Spend shown on Card Statements do not take into account any Charges, fees, or other amounts which are posted or credited to your Card Account after the Closing Date of that Card Statement.

5.3. Credit Limit and Available Spend.

Based on your application, the Issuing Bank will establish your Credit Limit for the Program. Your Credit Limit will be disclosed when you are approved for a Card Account and will be available for review in your Shopify Admin. You agree that you will not use your Card Account in any way that would cause you to exceed or violate your Credit Limit. In certain circumstances, Charges using your Cards or Card Account may be approved even if they result in your balance exceeding your Credit Limit. In the event that you do use your Card or Card Account in a manner that results in your balance exceeding your Credit Limit, you are liable for and must repay the excess amount according to these Issuing Bank Terms.

Additionally, the Issuing Bank may, at its discretion, periodically offer increases to your Credit Limit (such increases, “Credit Limit Increases”). These Credit Limit Increases will be determined by the Issuing Bank and will be available for review in your Shopify Admin. You acknowledge that you have the option to accept or decline any Credit Limit Increase offered to you. If you choose to accept a Credit Limit Increase, your increased Credit Limit will be immediately available and reflected in your Shopify Admin.

The Issuing Bank may also, at its discretion, decrease your Credit Limit at any time, for any reason permitted by Applicable Law. Any such changes will be reflected in your Shopify Admin. Changes to your Credit Limit will become effective immediately upon the update being made in your Shopify Admin.

5.4. Other Limits.

5.4.1. Limits Established by Issuing Bank.

Initial or additional limits established by Issuing Bank are disclosed when you are approved for a Card Account and are available in your Shopify Admin. You are responsible for communicating any applicable limits or restrictions, including any spending limits, to your Authorized Users.

5.4.2. Additional Limits on Transactions.

At all times, Issuing Bank (or Program Manager on Issuing Bank’s behalf) reserve the right to (a) decline to authorize any Card Transaction that would cause you to exceed any applicable limit; (b) decline to authorize Card Transactions at merchants characterized by a Card Network, the Issuing Bank, or the Program Manager as prohibited or restricted merchants or Restricted Businesses; and (c) decline to authorize Card Transactions, reverse Card Transactions, and suspend Cards, if: (i) an attempt to collect any authorized amounts to be collected fails; (ii) you breach these Issuing Bank Terms, Applicable Law, or the Card Network Rules; (iii) upon Issuing Bank (or Program Manager on Issuing Bank’s behalf) reasonably suspects fraud; (iv) you file for dissolution or bankruptcy; (v) you misrepresent a fact in your application, or use or maintain an Card Account using inaccurate or false information; (vi) an Event of Default has occurred, or an event has occurred that, with notice or the passage of time or both, would likely result in an Event of Default; or (vii) you or your Authorized Users pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank.

5.5. Holds.

Issuing Bank (or Program Manager on Issuing Bank’s behalf) reserves the right to place a hold on a Card and/or the associated Card Account for any Card Transaction. When you use a Card to initiate a Card Transaction at a hotel, restaurant, gas station, rental car company, and certain other merchants where the amount of the final Card Transaction is unknown at the time of authorization, a hold will be placed on your Card Account for an amount equal to or in excess of the final Card Transaction amount. When a hold is placed on your Card Account, the amount of the hold will reduce the Available Spend until the hold is released.

5.6. Refunds and Reversals.

If any Charge is fully or partially refunded, reversed, or otherwise successfully credited, such amount will be applied in the following order, without regard to the nature of the Charge being credited, (a) first to Cardholder’s oldest outstanding Statement Balance, and subsequently to each next oldest outstanding Statement Balance in sequence, if any; (b) second, to the current Billing Cycle, if any, and (c) third, to any other Amounts Owed, as allocated in the discretion of Issuing Bank or any Issuing Bank assignee.

5.7. Fees.

5.7.1. Statement Fee.

For each Statement Balance, Cardholder agrees to pay a Statement Fee as indicated in the table above, subject to the discount described herein, no later than the end of the Repayment Period for the Card Statement associated with such Statement Balance. Each Statement Fee will be added to the Statement Balance and will reduce your Available Spend.

The Statement Fee will be discounted at the following rates: (i) 100%, if the Statement Balance is paid in full prior on or before the last business day of the calendar month subsequent to the Closing Date of the relevant Card Statement; and (ii) if the Statement Balance is paid in full prior to the end of the Repayment Period, a discount on the Statement Fee such that the annualized Statement Fee does not exceed a rate of more than 27% per year calculated on the Statement Balance (such discount, a “Statement Fee Discount”). For the avoidance of doubt, you will only receive a Statement Fee Discount if you pay your Statement Balance in full prior to the end of the Repayment Period. Please review any applicable Statement Fee Discounts in your Shopify Admin.

5.7.2. Monthly Late Fee.

Cardholder agrees to pay a Monthly Late Fee as indicated in the table above in the event that the Statement Balance is not paid in full when due or by the expiration of the Repayment Period, and each calendar month thereafter to the extent such Statement Balance remains unpaid at the end of such calendar month, even if Issuing Bank has not declared you to be in default. Each Monthly Late Fee may be added to the Statement Balance for the Billing Cycle in which the Monthly Late Fee was incurred and will reduce your Available Spend.

5.8. Repayment.

Cardholder must pay Issuing Bank, and its successors and assigns, in USD, all Amounts Owed, in full and without delay, in accordance with the terms of these Issuing Bank Terms. If any payment is reversed or disputed, then any credit to the Amounts Owed applied as a result of such payment will be reversed as of the date it was applied and you will continue to be obligated to repay all Amounts Owed in accordance with these Issuing Bank Terms. Cardholder agrees to pay the outstanding Statement Balances in full no later than their Repayment Periods and as provided herein. To the extent that any Statement Balance remains unpaid at the end of its Repayment Period, such outstanding Statement Balance will become immediately due and payable.

5.8.1. Daily Payments.

If your Statement Balance has not been paid in full by the last business day of the calendar month subsequent to the Closing Date of the relevant Card Statement, you agree to pay your outstanding Statement Balance in Daily Payments, starting from the first day of the second calendar month subsequent to the Closing Date of such Statement Balance, until your outstanding Statement Balances have been repaid in full.

You agree that Daily Payments shall be allocated first to the oldest outstanding Statement Balance, and subsequently to each next oldest outstanding Statement Balance in sequence. You acknowledge and agree that Daily Payments are based on total sales, which includes the total of gross sales, shipping and tax, and does not account for any refunds, returns, or cancellations of any buyer transactions or of any Charges. If you successfully make a Daily Payment, the Amounts Due, Amounts Owed, and the Available Spend will be adjusted by the amount of such Daily Payment.

5.8.2. Automatic Statement Payments.

You may authorize, in your discretion, the automatic payment of your Statement Balance in full on the last business day of the first calendar month after the Closing Date (each payment, an “Automatic Statement Payment”).

If an Automatic Statement Payment fails for an outstanding Statement Balance, Automatic Statement Payments will be automatically disabled. Automatic Statement Payments can be enabled or disabled in your Shopify Admin when you have no outstanding Statement Balances that are past the last business day of the first month of its Repayment Period, the effect of which shall immediately apply to all future payments.

Automatic Statement Payments may be made only by ACH through the Shopify Merchant Bank Account, or such other method permitted under the Program. If you successfully make an Automatic Statement Payment, the Amounts Due, Amounts Owed, and the Available Spend will be adjusted by the amount of such Automatic Statement Payment.

5.8.3. Manual Repayments.

You may make one or more additional payments for any amount up to and including your Amount Owed (each manual payment, a “Manual Payment”) to your Card Account. Manual Payments can be made from your Shopify Admin and may be made only by ACH through the Shopify Merchant Bank Account, or such other method permitted under the Program.

In the event that you make a Manual Payment, your Manual Payment will be applied: (a) first, to the oldest outstanding Statement Balance and subsequently to each next oldest outstanding Statement Balance in sequence; (b) second, to the current Billing Cycle, if any; and (c) third, to any other Amounts Owed, as allocated in the discretion of Issuing Bank or any Issuing Bank assignee. If you successfully make a Manual Payment, the Amounts Due, Amounts Owed, and the Available Spend will be adjusted by the amount of such Manual Payment. Attempts to make a Manual Payment in an amount greater than the Amounts Owed will not be permitted.

5.8.4. Reversed Payments.

If any payment previously made towards a Statement Balance that was subsequently marked as closed and paid in full is reversed (such payment, a “Reversed Payment” and such Statement Balance, an “Affected Statement Balance”) and the Repayment Period of that Affected Statement Balance has not yet expired, then any payments made since the closure of that Affected Statement Balance (such payments, “Post Statement Closure Payments”) shall be reapplied as if that Reversed Payment had never occurred. If the Post Statement Closure Payments is less than the Reversed Payment, then the Affected Statement Balance (along with any other affected Statement Balances) shall be reopened and any Statement Fee Discount to that Affected Statement Balance shall be reversed and recalculated at the time when the Affected Statement Balance is fully paid again. If the Post Statement Closure Payments is equal or more than the Reversed Payment, then the Affected Statement Balance shall remain closed and there will be no changes to any Statement Fee Discount to that Affected Statement Balance. In the event that the Repayment Period of the Affected Statement Balance has already expired, then the amount of the Reversed Payment will become immediately due and payable.

5.9. Default; Failure to Pay; Collections.

5.9.1. Event of Default.

In addition to the events of default identified elsewhere in these Issuing Bank Terms, you will be in default under these Issuing Bank Terms and an “Event of Default” will be deemed to have occurred if:

you fail to pay any Amount Due, including failing to pay any outstanding Statement Balance in full by the end of its Repayment Period;
Card Partners or any of their assigns, or Platform Provider on their behalf, initiates five (5) or more transfers or debits for Daily Payments that fail, whether due to insufficient funds or otherwise;
you initiate a Card Transaction that would exceed or violate any limits established for your use of the Program if approved;
you take or fail to take an action that hinders Card Partners or any of their assigns, or Platform Provider on their behalf, from collecting any payments that you have authorized;
you breach any of the representations or warranties in these Issuing Bank Terms or Card Program Terms, or any other term of these Issuing Bank Terms or Card Program Terms;
you breach any Applicable Laws or the Card Network Rules;
you are in default of any loan agreement entered into via the Shopify platform including loans originated by Shopify Capital Inc., its Affiliate, or one of their bank partners;
you fail to perform, complete, comply or in any way breach any covenant in these Issuing Bank Terms;
you make a misrepresentation or omission in your application for the Program or during the course of the Program;
you have or attempted to pause, close, suspend or terminate your Shopify Account, Shopify Payments Services account, Card Account, Shopify Merchant Bank Account, or any substitute Account, or your Shopify Account is not in good standing;
you become insolvent, file for bankruptcy protection, become subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action, have a planned or anticipated liquidation, dissolve, die or become incapacitated;
you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent or more of your assets;
you attempt to terminate these Issuing Bank Terms or Card Program Terms while there are Obligations under the Program;
you authorize any third party to divert payments away from your Shopify Merchant Bank Account or substitute Account resulting in insufficient funds to make authorized payments, including of outstanding Statement Balances, Daily Payments, Automatic Statement Payments or the amount of any other Amounts Due or amounts authorized to be paid under these Issuing Bank Terms;
you transfer or sell 25 percent or more of your total assets to a third party or there is any change in the control or ownership, whether directly or indirectly, of your business or parent entity;
you face an adverse change in your financial condition, or materially change the operation of your business (including shutting down, ceasing operations or changing industry, concept, size, etc.);
you stop accepting a particular method of payment while you remain open for business;
you change your legal name or jurisdiction of formation, or carry-on business through a different business entity;
you breach any other agreement you have with us, the Program Manager or the Platform Provider, including, but not limited to, the Card Program Terms and the Shopify Terms of Service;
you decide, for whatever reason, to cease doing business;
you have had had no sales on your Shopify Store for thirty (30) consecutive Days;
you have issued a stop payment order or submitted a dispute to your financial institution on a payment or daily debit made towards any outstanding balance;
you provide to us an invalid bank or financial account number for repayment or have closed the provided bank or financial account; or
you pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank.

5.9.2. Consequences of Event of Default.

Upon an Event of Default, Issuing Bank, and its successors and assigns, in its sole and absolute discretion may, in addition to exercising all rights and remedies available under Applicable Law, and as otherwise set forth in these Issuing Bank Terms, and without waiver of any such rights and remedies:

declare some or all Amounts Owed to be immediately due and payable; and/or
take any or all of the following actions, or direct Platform Provider, on behalf of Issuing Bank or any Issuing Bank assignee, in order to enforce the rights of Issuing Bank, and its successor and assigns:

collect Daily Payments of some or all Amounts Owed;
set-off, recoup, debit and/or deduct the amount of some or all Amounts Owed from any Account in one or more transactions;
offset any amounts owed under these Issuing Bank Terms against amounts to which you may be entitled under any agreement you have entered into with Issuing Bank, and its successors and assigns, or an Affiliate;
deem Cardholder ineligible for any future financing from Issuing Bank, and its successors and assigns; and/or
freeze, suspend, halt, terminate, or otherwise cease in any manner, any services Issuing Bank, and its successors and assigns, or an Affiliate, may provide Cardholder or Cardholder’s Affiliates, including restricting the availability of your Cards (including locking Cards held by you and your Authorized Users), Available Spend or Card Account, ceasing to authorize Charges, or terminating or reducing your Credit Limit.

In addition to the Amounts Owed, you are responsible for all costs and expenses associated with collection, including, without limitation, attorneys’ fees and expenses, collection agency fees, convenience fees, and any applicable interest. Subject to Applicable Law, you agree to pay Issuing Bank, and its successors and assigns, any and all damages Issuing Bank, and its successors and assigns, incurs, including, without limitation, reasonable attorney’s fees and court costs in any way relating to the Card Account, the Cards, these Issuing Bank Terms, any Account, any substitute account, or an Event of Default, and agree to hold Issuing Bank, and its successors and assigns, harmless from any liability it may have to any other party as a result of the Event of Default, the Card Account, the Cards or any Obligation.

You hereby explicitly agree that all communications in relation to delinquent Card Accounts will be made by electronic mail or by phone. Such communications may be made by Issuing Bank, or by Platform Provider or a third party on its behalf.

5.10. ACH Authorization.

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR SHOPIFY MERCHANT BANK ACCOUNT AND OTHER BUSINESS ACCOUNT FOR ALL AMOUNTS YOU OWE UNDER THESE ISSUING BANK TERMS.

You explicitly authorize and direct the Card Partners and each of their assigns, and Platform Provider on their behalf, to collect any and all amounts owed under these Issuing Bank Terms by debiting funds from the Shopify Merchant Bank Account or any Other Business Account (collectively, the “Account”) using the Automated Clearing House (“ACH”) network governed by the rules established by Nacha. These debits are bound by Nacha rules for business-related ACH debits. You agree that the Account is used for business purposes and not for personal, family consumer or household purposes, and to the extent you are signing up on behalf of a corporation or other legal entity, you are an authorized signatory on the Account.

You explicitly authorize and direct the Card Partners and each of their assigns, and Platform Provider on their behalf, to debit the Account for all amounts owed under these Issuing Bank Terms, including but not limited to: (a) the Amounts Due, including, without limitation, in an Event of Default that Issuing Bank, and its successors and assigns, declare all Amounts Owed to be immediately due and payable; (b) the Daily Payment on each business day during which you have Amounts Owed, including in an Event of Default; (c) any outstanding Statement Balance that remains at the end of a Repayment Period, including any Reversed Payment amount that stems from a Statement Balance whose Repayment Period has already expired; (d) any Manual Payment initiated from your Shopify Admin; and (e) if you have elected to enable Automatic Statement Payment, the amount of each Statement Balance on the last business day of the first calendar month after the Closing Date for each Card Statement. In the event that an ACH is returned unpaid, you authorize the Card Partners and each of their assigns, and Platform Provider on their behalf, to reinitiate the ACH, including by initiating a new debit to Shopify Merchant Bank Account or any Other Business Account, until it is paid. You also authorize the Card Partners and each of their assigns, and Platform Provider on their behalf, to initiate ACH credits or debits to the Account to correct any errors made in processing a payment.

In the event that Card Partners or any of their assigns, or Platform Provider on their behalf, is unable to effect a transfer or debit for any amount due or authorized hereunder, you authorize and direct Card Partners and each of their assigns, and Platform Provider on their behalf, on any subsequent Day to deduct any available funds from your Account to make up for the failed transfer or debit until the full amount of the failed transfer or debit has been paid in full. You agree that any transfer or debit may be split into multiple, smaller transfers or debits, combined with debits for other authorized amounts, and/or initiated the moment funds are credited to the Account, as applicable. You agree that you will not instruct any Account holding Shopify Account Credits to reject ACHs initiated by Card Partners and any of their assigns, or Platform Provider on their behalf.

Any failure by Card Partners or any of their assigns, or Platform Provider on their behalf, to automatically deduct via an electronic fund transfer any amount due or authorized will not be considered a waiver of the repayment obligations of Cardholder under these Issuing Bank Terms. If Card Partners or any of their assigns, or Platform Provider on their behalf, cannot collect Amounts Due via ACH, you agree to immediately pay all Amounts Owed as directed.

To withdraw the debit authorization from any Account, you must provide Card Partners and each of their assigns, and Platform Provider on their behalf, with thirty (30) Days advance notice and pay all amounts owed under your Card Account immediately, including Amounts Owed. Such withdrawal of a debit authorization does not terminate your obligation to pay Amounts Owed. You will be responsible for all costs of collections and damages under these Issuing Bank Terms if amounts owed are not paid by you as described in these Issuing Bank Terms. Your Credit Limit or your Card Account may be terminated or otherwise limited, if you withdraw your debit authorization.

6. REPRESENTATIONS AND WARRANTIES

Cardholder represents and warrants that, as of the date of these Issuing Bank Terms and during the term of these Issuing Bank Terms:

Your form of organization is correctly set forth in the Shopify Admin. Unless you are a sole proprietorship, you were duly incorporated or formed, are validly existing, and are in good standing under the laws of the state where your business is registered in the Territory. You further represent and warrant that: (i) you are duly qualified, licensed, and in good standing in every state in which you are doing business; (ii) your principal office and the location where you keep your records concerning your accounts and other property are accurately reflected in your Shopify Admin; (iii) your exact legal name is accurately set forth in your Shopify Admin; (iv) you have the requisite power and authority to own, lease, and operate your properties and assets and conduct your business as it is now being conducted; (v) you are complying and will comply with all Applicable Law pertaining to the conduct of your business; (vi) all of your organizational papers and amendments thereto have been duly filed and are in proper order, and any equity issued by you and outstanding is properly issued; and (vii) all your books and records are accurate and up to date.
No consent or authorization of, filing with, or other act by or in respect of any governmental authority or any other individual or entity is required in order for you to execute, deliver, or perform any of your Obligations under these Issuing Bank Terms. The execution, delivery, and performance of the Issuing Bank Terms, Card Program Terms and any other document executed in connection therewith are within your powers, have been duly authorized, and are not in contravention of law or the terms of your organizational papers, if any, or any contract or undertaking to which you are a party.
There is no action, suit, proceeding, or investigation pending or, to your knowledge, threatened against or affecting you, your Shopify Store, or any of your assets that, if determined adversely, could have a material adverse effect on your financial condition, business or prospects or your ability to perform your Obligations under these Issuing Bank Terms.
Cardholder does not presently intend to cease to operate the business, either permanently or temporarily. Cardholder is solvent and does not contemplate bankruptcy or insolvency proceedings. Cardholder has not filed any petition for bankruptcy protection and there has been no involuntary petition threatened or filed against Cardholder. Cardholder does not anticipate the voluntary or involuntary filing of any such bankruptcy petition.
You are entering into these Issuing Bank Terms for business purposes and not as a consumer or for personal, family, consumer, or household purposes. Any credit extended under these Issuing Bank Terms is solely for business purposes and not for personal, family, consumer, or household use.
Each Authorized Representative is at least eighteen (18) years of age and has the legal capacity and all necessary authority to bind you to these Issuing Bank Terms.
You are a business located in the Territory and all payments under these Issuing Bank Terms will be made in USD from an Account or substitute account located in the Territory.
If you are a sole proprietor, you must reside in the Territory. If you are an entity, the Owner of the entity must reside in the Territory.

7. COVENANTS

Cardholder agrees to comply with the covenants in these Issuing Bank Terms and to be bound by the terms and conditions of these Issuing Bank Terms. In this regard, Cardholder irrevocably agrees that, during the term of these Issuing Bank Terms, Cardholder shall:

cause the Shopify Merchant Bank Account and any substitute Account to remain in good standing;
ensure that the Shopify Merchant Bank Account or any substitute Account has sufficient funds to pay the Amounts Due;
not take any action that would discourage those making payments to Cardholder from paying via a method that settles into the Shopify Merchant Bank Account or permit any event to occur that could have an adverse effect on the making of such payments into the Shopify Merchant Bank Account;
not change, without Issuing Bank’s prior written consent: (i) your name (including any d/b/a name), place of business, chief executive officer (if applicable), or organizational identification number, if any; (ii) change your type of organization, jurisdiction of organization, or other legal structure; (iii) materially change the goods or services sold by the Shopify Store; (iv) change the method by which you accept or process payments; or (v) close the Shopify Store or cease operations (either permanently or temporarily);
(i) preserve, renew, and maintain, in full force and effect, your corporate or organizational existence; (ii) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable for the normal conduct of your business; and (iii) remain duly qualified, licensed, and in good standing in your state of organization (if any) and every state in which you are doing business;
not permit any event to occur that could cause diversion of: (i) any amounts payable from any Account towards Amounts Due; or (ii) the Shopify Account Credits in the Event of Default, upon any acceleration of Amounts Owed hereunder;
keep all of your contact information current, including your primary email address, phone number, and physical address, and notify Platform Provider promptly of any change to your contact information;
cooperate fully with Issuing Bank to take all necessary actions required to effectuate Cardholder’s Obligations hereunder, including, but not limited to, signing any and all documents Issuing Bank deems necessary or appropriate;
only use the Card Account, Cards, Shopify Merchant Business Account, any substitute Account, and the Shopify Account for commercial or business purposes, in the ordinary course of business, and not for personal, family, consumer, or household purposes;
not merge or consolidate with or into any other business entity or enter into any joint venture or partnership with any person, firm or corporation;
provide promptly to Issuing Bank and/or Platform Provider, upon request, information about your financial condition and operations, including but not limited to changes to your business operations and declines in Shopify Account Credits, as may be reasonably requested from time to time;
promptly provide notice to Issuing Bank, and its successors and assigns, in writing upon becoming aware of any 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 an Event of Default, or any material adverse change in your cash flow, business operation, or business ownership;
provide to Issuing Bank and/or Platform Provider, upon request, documentation confirming the authority of any Authorized Representative; and
not make any changes to the Shopify Merchant Business Account, or any other Account, or the Shopify Account that would adversely affect Issuing Bank, or its successors and assigns.

8. TERMINATION

8.1. Termination by Issuing Bank.

Issuing Bank (or Program Manager or Platform Provider on Issuing Bank’s behalf) may suspend, lock, close or terminate your Card Account or any Card(s), and/or terminate these Issuing Bank Terms, at any time, for any reason without prior notice, including, without limitation, if: (i) required by Applicable Law; (ii) an Event of Default has occurred, or we have reason to believe an Event of Default is likely to occur; (iii) we suspect you may be, or have reason to believe you have been, a victim of fraud; or (iv) you use or your Card Account is used for a purpose that we deem to be fraudulent, unlawful, or is otherwise deemed to present risk to Issuing Bank. Upon Issuing Bank’s decision to close or terminate your Card Account, your Card Account will be terminated and all of your Amounts Owed at the time of your Card Account’s termination shall become due and payable immediately.

8.2. Termination by Cardholder.

You may request to close or terminate your Card Account (including your Cards) by contacting Shopify Support. Upon your request to close your Card Account, your Card Account will be suspended and all of your Amounts Owed under these Issuing Bank Terms shall become due and payable immediately. Your Card Account will be closed once all of your Obligations under these Issuing Bank Terms are satisfied in full.

9. DATA PRIVACY AND INFORMATION SHARING

9.1. Data Privacy.

Issuing Bank’s Privacy Policy, located at https://www.celticbank.com/privacy-policy, explains how and for what purposes Issuing Bank collects, uses, retains, discloses, and safeguards Personal Data provided to Issuing Bank in connection with the Program. You agree to review and accept the terms of this policy, which may be updated from time to time and form part of these Issuing Bank Terms, and to cause Authorized Users to accept the terms of this policy. You must obtain all necessary rights and consents to provide to Issuing Bank, and to allow Issuing Bank to collect, use, retain, and disclose any data, including any Personal Data, in connection with the Program.

9.2. Information Sharing.

You authorize Issuing Bank to share with Program Manager and Platform Provider any information in Issuing Bank’s records related to this Card Account, including information about your payment history. You also authorize Program Manager and Platform Provider to share with Issuing Bank any information in their records related to your Shopify Account or any Account and any services Cardholder obtains pursuant to Program Manager or Platform Provider. You also authorize Platform Provider to share with Issuing Bank any information in its records related to any Other Business Credits, any Shopify Services accounts and any Other Business Account. You agree that there is no limitation on the purpose for which Issuing Bank may share such information with Program Manager or Platform Provider, or for which Program Manager or Platform Provider may share such information with Issuing Bank. You agree that Issuing Bank, Program Manager and Platform Provider may use such information in their sole and absolute discretion.

10. USE OF TRADEMARKS

If you choose to place a design, name, logo, and other trademark or service mark (the “User Marks”) on any materials related to the Program, you represent and warrant that you have, and during the term of these Issuing Bank Terms will retain, all right, title, and interest in and to the User Marks necessary for your proposed use of the User Marks. You grant to Issuing Bank, Program Manager and Platform Provider (and their respective Affiliates), and any third party engaged by Issuing Bank, Program Manager or Platform Provider, a fully paid-up, worldwide, non-exclusive license to use the User Marks on any Program materials during the term of these Issuing Bank Terms. You may not use any design, name, logo, or other trademark or service mark of Issuing Bank, Program Manager or Platform Provider. You will promptly provide further evidence of all right, title, and interest contemplated by this Section if requested by Issuing Bank or Program Manager.

11. DISCLAIMER

Issuing Bank does not make any express or implied representations or warranties regarding the Program, including any warranties of merchantability, suitability, or fitness for a particular purpose, or title to or non-infringement of any technology or intellectual property, or any warranties arising from a course of dealing, course of performance, or trade usage. Issuing Bank specifically disclaims all representations and warranties that your Card Account, the Program, or the services provided by any third party will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.

12. LIMITATION OF LIABILITY

12.1. Disclaimer; Limitation of Liability.

Neither Issuing Bank nor its Affiliates, employees, officers, directors, or service providers (each, an “Indemnified Party”) will be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits, for any personal injury or property damage, or for any other damages or losses arising out of your use of the Program, even if such damages or losses are foreseeable or preventable. No Indemnified Party will be liable for any damages, harm, or losses arising out of, relating to, or in connection with any hacking, tampering, or other unauthorized access to or use of your Card Account, Cards, or the Program or your failure to use or implement anti-fraud measures, security controls, or any other data security measures. To the extent any Indemnified Party is determined to be liable in connection with these Issuing Bank Terms, you agree to limit any liability of the Indemnified Party to your direct, documented damages, and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to the Indemnified Party during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on the liability of the Indemnified Parties will apply regardless of the legal theory on which any claim is based, including contract, tort (including negligence), strict liability, or otherwise.

12.2. Unauthorized Use.

You and your Authorized Users are responsible for securing Cards, Card Account, Account Data, and Card security features (including the CVV and PIN). You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Card Account and each Card. You are ultimately responsible for any financial loss caused by Administrators, Authorized Representative, Authorized Users, or any other persons given access to your Card Account or Cards, except as provided by the Card Network Rules and Applicable Laws.

13. INDEMNIFICATION

You will, at your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys’ fees, judgments, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by such Indemnified Party in connection with any action or threatened action, suit, claim, or proceeding, regardless of merit, brought by any third party, arising out of, relating to, or alleging: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in these Issuing Bank Terms; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Applicable Law or Card Network Rules by you or any violation of Applicable Law or the Card Network rules caused by you; or (e) any other acts or omissions, including the acts or omissions of you or your Administrators, Authorized Representative or Authorized Users. This Section 13 does not and will not limit your responsibility and liability for any other amounts for which you are responsible pursuant to any other provisions of these Issuing Bank Terms.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. Governing Law.

Utah law, without regard to Utah’s conflict of law principles, will govern any disputes, claims, or controversies brought under these Issuing Bank Terms, except as otherwise provided in Section 14.2.

14.2. Dispute Resolution; Agreement to Arbitrate.

14.2.1. Binding Arbitration.

In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Issuing Bank Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Issuing Bank Terms, but specifically excluding any dispute principally related to any party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business or refuses or declines to administer any dispute between the parties brought before it, any party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that these Issuing Bank Terms evidence a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Issuing Bank Terms. Any party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

14.2.2. Service of Process.

Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Issuing Bank Terms will affect the right of either party to serve process in any other manner permitted by Applicable Law.

14.2.3. Class Waiver.

To the fullest extent permitted by Applicable Law, each of the parties agrees that any dispute arising out of or in connection with these Issuing Bank Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Issuing Bank Terms or any of the transactions contemplated between the parties.

14.2.4. Provision of an Award.

Subject to the limitations of liability identified in these Issuing Bank Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Issuing Bank Terms. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

14.2.5. Fees.

Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Issuing Bank Terms, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

14.2.6. Confidentiality.

The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (a) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (b) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (c) Issuing Bank’s disclosure of the Award in confidential settlement negotiations, or (d) as otherwise required by Applicable Law. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Applicable Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

14.2.7. Conflict of Rules.

In the case of a conflict between the provisions of this Section 14.2.7 and the rules governing arbitration identified in Section 14.2.1, the provisions of this Section 14.2.7 will prevail. If any provision of these Issuing Bank Terms to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Applicable Law and all the other provisions will remain valid and enforceable.

14.3. Notices and Communications.

You consent to accept notices and communications under these Issuing Bank Terms electronically and understand that such notices and communications have the same legal effect as a physical signature. Issuing Bank and Platform Provider (on Issuing Bank’s behalf) may send notices to you through the Shopify Admin, or to the email addresses or phone numbers maintained in your Card Account. Issuing Bank and Platform Provider (on Issuing Bank’s behalf) may also send notices and communications to Authorized Users at their request.

14.4. Severability.

If any provision of these Issuing Bank Terms is determined by any court or governmental authority to be invalid, illegal, or unenforceable, these Issuing Bank Terms will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.

14.5. Assignment.

Issuing Bank may transfer, sell, or assign your Card Account, these Issuing Bank Terms, or any other rights or obligations under these Issuing Bank Terms. For avoidance of doubt, Issuing Bank may assign, transfer, or sell its right to receive the Amounts Owed, or any part thereof, or any other rights hereunder or delegate our duties hereunder, either in whole or in part, without prior notice to you and without your consent, to any person, including Shopify Inc. or any Affiliate of Shopify Inc. You may not transfer, sell, or assign your Card Account, Cards, these Issuing Bank Terms, or any other rights or obligations under these Issuing Bank Terms, either in whole or in part, without Issuing Bank’s prior written consent, which we may withhold in our sole discretion. Any assignment in violation of the foregoing will be null and void from the beginning.

14.6. Updates to these Issuing Bank Terms and Related Matters.

Issuing Bank may prospectively add to, delete, or amend these Issuing Bank Terms or any documents referenced in these Issuing Bank Terms at any time. Issuing Bank reserves the right, subject to Applicable Law, to deliver to you any notice of changes to these terms by notifying you through the Shopify Admin, by posting such changes to Platform Provider’s website, or by providing notice of changes to you electronically. Your continued use of the Program will constitute acceptance of any amended or new terms.

14.7. Term; Survival.

These Issuing Bank Terms will be effective upon the date you agree to it (by electronically indicating acceptance) and will remain in effect so long as you access or participate in the Program or until you pay all amounts owed (including Amounts Owed and the amounts of any other Obligations under these Issuing Bank Terms) to Issuing Bank and close your Card Account. All provisions of these Issuing Bank Terms that give rise to a party’s ongoing obligation will survive termination of these Issuing Bank Terms.

14.8. Third-Party Beneficiary.

The parties acknowledge and agree that Program Manager is a third-party beneficiary to these Issuing Bank Terms and is entitled to the rights and benefits stated within.

14.9. Partial Payments.

Without limiting the foregoing, Issuing Bank, and its successors and assigns, may, at its option, accept partial payments without notifying you and without releasing you from your obligation to pay all Amounts Owed in full or to otherwise perform the terms and conditions of these Issuing Bank Terms. You understand and agree that your obligation to pay all Amounts Owed and otherwise to perform the Obligations are absolute and unconditional.

14.10. Electronic Signature.

Electronic signatures will be deemed manual signatures, and each party to these Issuing Bank Terms may rely on an electronic signature as an original for purposes of enforcing these Issuing Bank Terms. For the avoidance of doubt, your acceptance of these Issuing Bank 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.

Effective Date: September 1, 2024