By using Shop Pay as a payment method on your Store, you agree to be bound by these Shop Pay Merchant Terms (“Terms”). As used in the Terms: (i)“we”,“our”,“us”or“Shopify”意味着Shopify Inc .)和其附属公司,where“Affiliates”means any entity that directly or indirectly controls, is controlled by, or is under common control with Shopify Inc.; and (ii)“Merchant”,“you”or“your”means any individual or legal entity that offers or uses Shop Pay as a payment method on its Store. Other capitalized terms have the meaning set out in the Terms below.
Please read these Terms carefully, as they are a legally binding agreement between you and Shopify. By offering or using Shop Pay as a payment method on your Store (“using Shop Pay”or“use of Shop Pay”), you agree to be bound by the Terms. Any new features or tools which are added to the current Shop Pay offering shall also be subject to the Terms. Shopify reserves the right to update and change any portion of the Terms by posting updates and changes here://www.theturtleeffect.com/legal/shop-pay-merchant-terms. We may update the Terms from time to time, so please check back for any changes that may impact you. If you do not accept any such updates or changes, you must stop using Shop Pay.
You agree that:
We cannot intervene in any dispute between you and a Customer for any transactions processed using Shop Pay. We make no warranties with respect to the products, services or information sold or provided on a Store, and we are not responsible or liable for: (a) product liability claims; (b) claims that the offer or sale of products or services sold using Shop Pay fail to conform to any applicable legal or regulatory requirement; (c) claims respecting the Merchant’s products, services, or practices arising under consumer protection or similar legislation; or (d) any inaccurate, incomplete or out of date information offered by the Merchant.
Shop Pay may not be available in all languages or in all countries, and Shopify makes no representation that Shop Pay would be appropriate, accurate or available for use in any particular location or for any particular product or service.
In connection with your use of Shop Pay on your Store, you agree to share with Shopify the following information in a manner which enables Shopify to provide the Shop Pay services: (i) all Saved Information of your Customers who use Shop Pay, including but not limited to: Order Information such as transaction date, product name, product description and image, quantity sold, product cost details (e.g. price, currency, tax, applicable discounts), payment and authorization status, and refund status (if applicable); and Shipping Information such as shipping costs, shipping carrier code, tracking number, order tracking notifications; and (ii) other information relating to your Store necessary to allow Shopify to provide the Shop Pay services. Any Saved Information you share with Shopify that is comprised of Personal Data will be governed by theShopify Privacy Policy.
“Confidential Information”shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Shopify’s Confidential Information includes all information that you receive relating to us, or to any of our services or products, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, or by a party’s legal or financial advisors, each who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
These Terms are effective upon the date you accept these Terms and shall continue as long as you use Shop Pay as a payment method on your Store (the“Term”) or until terminated in accordance with this Section 7.
如果在我们的唯一判断你失败了,或者我们怀疑that you have failed, to comply with any term or provision of these Terms, we may terminate these Terms at any time without notice to you and accordingly we may terminate your access to Shop Pay or any part thereof.
We reserve the right to modify or terminate Shop Pay for any reason, without notice at any time.
We reserve the right to refuse service to anyone for any reason at any time.
Except as expressly permitted by Shopify, upon termination or expiration of these Terms, you will immediately: (a) cease all use of Shop Pay; and (b) cease all use of the Shop Pay Marks.
在适用法律所允许的程度,你的经验ressly understand and agree that in no event shall Shopify, its Affiliates or their respective its employees, agents, suppliers or independent contractors (the“Disclaiming Entities”) be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses which may be incurred in connection with your use of Shop Pay, your Store, or any goods, services, or information purchased, received, sold, or paid for by way of Shop Pay, regardless of the type of claim or the nature of the cause of action, even if the Disclaiming Entity has been advised of the possibility of such damage or loss. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless Shopify and the Disclaiming Entities from all claims, losses, damages, penalties, liability and costs, including reasonable attorneys’ fees, of any kind or nature arising out of or related to a claim: (a) alleging that your use of Shop Pay infringes or violates the rights of a third party (including any Merchant) or violates applicable law; or (b) arising out of your breach of these Terms, any Third Party Terms, or the documents they incorporate by reference.
Your use of Shop Pay is at your sole risk and is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
To the fullest extent permitted by law, Shopify and the Disclaiming Entities make no representation or warranty of any kind whatsoever for Shop Pay, the content, materials, information and/or functions available through Shop Pay, or for any breach of security associated with the transmission of information (including sensitive information) through Shop Pay.
Any reliance on the material or information made available through Shop Pay is at your own risk. We do not warrant that Shop Pay will be uninterrupted, timely, secure, or error-free, or that any errors will be corrected. We do not warrant that the result obtained from use of Shop Pay will be accurate or reliable.
The failure of Shopify to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms shall remain in full force and effect.
These Terms,Shopify’s Privacy Policy和任何其他incorp政策或操作规则orated into these Terms or posted by us in respect to Shop Pay, constitute the entire agreement between you and Shopify and govern your use of Shop Pay on your Store, superseding any prior agreements between you and Shopify (including, but not limited to, any prior versions of the Terms). Notwithstanding the foregoing, if you are an existing Shopify merchant who uses services offered by Shopify which are governed by theShopify Terms of Service, these Terms supplement, but do not amend, theShopify Terms of Service. In the event of any conflict or inconsistency between these Terms and theShopify Terms of Service, these Terms will govern your use of Shop Pay to the extent necessary to resolve the conflict or inconsistency.
These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Shopify, and no other person will have the ability to assert any rights as a third party beneficiary under these Terms.