These Celtic Bank Issuing Bank Charge Card Terms (these “Issuing Bank Terms”) constitute a legal agreement between Celtic Bank Corporation (“Issuing Bank”) and the individual (if the business is a sole proprietorship) or the business (if signing up on behalf of a corporation or other legal entity) that has applied and qualified for participation in the Shopify Credit Charge Card Program (the “Program”) and established a Card Account (“you”, or “your”). Issuing Bank has appointed Stripe, Inc. as its program manager for the Program (“项目经理” or "年代tripe") and access to the Program has been provided to you by Shopify Capital Inc. (“Platform Provider” or “年代hopify”). 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.
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.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
“Amounts Due” means the total outstanding unpaid amount of Charges, fees and other amounts incurred through use of your Cards or posted to your Card Account. Your Amounts Due do not include any Card Transactions, Disputed Charges, fees or other amounts that have not been posted to your Card Account.
“Applicable Law” means all applicable laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction.
“Authorized User”是指任何在香港的人,(我)是一个uthorized 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//m.theturtleeffect.com/legal/shopify-credit-authorized-user-terms, 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 outstanding unpaid amounts and holds on your Cards.
"Billing Cycle” means the time interval covered by a Card Statement. Each Billing Cycle is one calendar month.
“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 the avoidance of doubt, such Cards may also be referred to 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 (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 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.
“Disputed Charge” means a Card Transaction that you report as erroneous or unauthorized.
“Other Business Accounts” means, collectively, all bank accounts and other business stored-value accounts associated with your Shopify Services accounts or the Shopify Services accounts of your owners, subsidiaries or affiliates.
“Payment Due Date” means the twenty-fifth (25th) day after the Closing Date of a Billing Cycle. 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.
“一种总线标准要求” means all applicable standards and/or other requirements of the PCI Security Standards Council (or any successor thereto or replacement thereof).
“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.
“Principal Owners” means, with respect to a legal entity: (a) each individual or entity, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.
“年代hopify Account” means the Shopify account provided to you by Shopify Inc. and its affiliates in respect of the Shopify Services.
“年代hopify Admin” means Shopify's accountholder interface.
“年代hopify Balance Account” means a business financial account that is offered under the separate年代hopify Balanceservices.
“Shopify此外ts Bank Account” means your bank account or Shopify Balance Account set out in the Shopify Admin and connected for Shopify Payments Services.
“Shopify此外ts Services” refers to the separate Shopify Payments services described more fully and governed by theShopify此外ts Terms of Servicebetween you and Shopify Payments (USA) Inc.
“年代hopify Services” means the separate e-commerce software and services, including the Shopify Payments Services, provided by Shopify Inc. and its affiliates to you.
“年代taff Account” refers to a staff account on the Shopify platform that allows you to grant specific access and permissions to your Shopify Account to other individuals, such as employees, independent contractors or representatives.
“年代tatement Balance” means the Amounts Due on the Closing Date of a Billing Cycle.
“年代tore” means an online storefront that is hosted on the Shopify platform and associated with a Shopify Account.
“Territory” means the United States and its territories and protectorates.
“Transaction History” means the record of Card Transactions and payments made on your Card Account.
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 and initiate Card Transactions, and repay Amounts Due, 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 Issuer 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.
项目经理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.
All communications regarding your Card Account and the Program will be communicated to you on Issuing Bank’s behalf by the Platform Provider.
The Program is exclusively available for business purposes. Any use of the Program for personal, family or household purposes may 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.
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 Principal Owners); (b) agree to these Issuing Bank Terms; and (c) 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 United States and the owner of such entity must reside in the United States.
You must provide information identifying you and your Principal Owners, Administrators, 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 Principal Owners, Administrators, 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 Principal Owners from time to time in connection with the Program, including to determine whether you or any of your Principal 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 Principal 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.
You authorize Issuing Bank, Program Manager, and your Platform Provider, on behalf of Issuing Bank, to retrieve information about you from third parties, 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 obligation under these Issuing Bank Terms to credit bureaus. A default under these Issuing Bank Terms may be reflected in your credit report.
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 PRINCIPAL OWNER THAT WILL ALLOW THE PROGRAM MANAGER AND PLATFORM PROVIDER TO IDENTIFY YOU AND YOUR PRINCIPAL 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 PRINCIPAL OWNER’S DRIVER’S LICENSE OR OTHER IDENTIFICATION DOCUMENTS.
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.
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.
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 Due on the Card Account. The Amounts Due, the Statement Balance and the Payment Due Date of the Statement Balance is indicated on each Card Statement. You agree to pay each Statement Balance, in full and in U.S. Dollars, no later than the applicable Payment Due Date.
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.
你是负责所有卡和你的使用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.
每个卡帐户必须指定至少一个高级strator. 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 person entering into these Issuing Bank Terms on your behalf 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 Payments 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.
你不会允许信用卡账户或者信用卡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.
Issuing Bank reserves the right to prevent Cards from functioning outside of the United States and its territories and protectorates. If Cards are used to make international Card Transactions, Issuing Bank will convert any charges made in a currency other than U.S. dollars into U.S. dollars. 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.
There are no fees to use your Card Account or Cards. Notwithstanding the foregoing, 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.
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年代hopify Supportfor 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年代hopify Supportimmediately.
You must report to年代hopify Supportany Disputed Charge or error no more than 110 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. To avoid sustained reduction to Available Spend, you should 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.
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.
年代ubject 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年代hopify SupportIMMEDIATELY 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年代hopify 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, the 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.
If you have any complaints regarding the Program, you should contact年代hopify Support.
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.
Card Statements are issued once per month following the Closing Date of a Billing Cycle. The Card Statements identify the Charges, fees and other amounts incurred through 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. The Statement Balance and the Available Spend shown on Card Statements do not take into account any Charges, credits or other amounts which are posted or credited to your Card Account after the Closing Date of that Card Statement.
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.
另外,开证行可以离散ion, periodically offer increases to your Credit Limit based on your Store’s business performance (such increases, “Credit Line Increases”). These Credit Line 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 Line Increase offered to you. If you choose to accept a Credit Line Increase, your increased Credit Limit will be immediately available and reflected in your Shopify Admin.
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.
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) you breach these Issuing Bank Terms, Applicable Law, or the Card Network Rules; (ii) Issuing Bank (or Program Manager on Issuing Bank’s behalf) reasonably suspects fraud; (iii) you file for dissolution or bankruptcy; (iv) you misrepresent a fact in your application, or use or maintain an Card Account using inaccurate or false information; or (v) you or your Authorized Users pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank.
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.
You agree that Platform Provider, on behalf of Issuing Bank or any Issuing Bank assignee, may automatically debit your Shopify Payments Bank Accountfor the outstanding Statement Balance on each Payment Due Date or alternatively, if such Payment Due Date falls on a weekend or holiday, the next business day (such automatic debit, an “自动付款”). You agree that Platform Provider, on behalf of Issuing Bank or any Issuing Bank assignee, may also directly debit your Shopify Payments Bank Account for other amounts owed under these Issuing Bank Terms. You must maintain a Shopify Payments Bank Account for as long as you are using the Program, and you agree to have sufficient funds in your Shopify Payments Bank Account on each Payment Due Date to cover the Amounts Due. If you wish to change the bank account you have linked as the Shopify Payments Bank Account, please visit your Shopify Admin.
In addition to the Automatic Payments, you may make one or more additional payments for any amount up to and including the Amounts Due (each manual payment, a “Manual Payment”) to your Card Account. Manual Payments may be made only by ACH through the Shopify Payments Bank Account, or such other method permitted under the Program. If you successfully make a Manual Payment, the Amounts Due and the Available Spend will be adjusted by the amount of such Manual Payment.
You agree that neither Issuing Bank nor Platform Provider will have any liability if Platform Provider, on behalf of Issuing Bank or any Issuing Bank assignee, cannot successfully debit the Shopify Payments Bank Account for any outstanding Statement Balance when owed, and that in that case your Card Account may be locked and/or ability to make any further Card Transactions on your Cards may be suspended.
If Issuing Bank, and its successors and assigns, determine that your Card Account is, or is likely to be, subject to an Event of Default, Issuing Bank, and its successors and assigns, may take any action (in their sole discretion) deemed necessary, including but not limited to locking your Cards (including the Cards held by Authorized Users), decreasing your Credit Limit, ceasing to authorize Charges, refusing to issue new Cards, deeming all amounts you owe immediately due and payable, and/or freezing, suspending, halting, terminating or otherwise ceasing in any manner any services (including any Shopify Services) provided to you or your affiliates. Subject to Applicable Law, you agree that Issuing Bank, and its successor and assigns, have the right to set-off or recoup any amount you owe on your Card Account and any Cards or any claim that Issuing Bank, and its successors and assigns, have under these Issuing Bank Terms against or from your Shopify Payments Bank Account or Other Business Accounts and/or any amounts to which you may be entitled under any agreement you have entered into with Issuing Bank, and its successor and assigns, and their affiliates.
Where there is an Event of Default, if Issuing Bank, and its successors and assigns, declare all amounts you owe under these Issuing Bank Terms immediately due and payable, you agree that Platform Provider, on behalf of Issuing Bank or any Issuing Bank assignee, may automatically debit your Shopify Payments Bank Account or Other Business Accounts for all amounts you owe under these Issuing Bank Terms.
In addition to the amount owed, you are responsible for all costs and expenses associated with collection, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, convenience fees, and any applicable interest. You hereby explicitly agree that all communication in relation to delinquent Card Accounts will be made by electronic mail or by phone. Such communication may be made by Issuing Bank, or by Platform Partner or a third party on its behalf.
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR SHOPIFY PAYMENTS BANK ACCOUNT AND OTHER BUSINESS ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THESE ISSUING BANK TERMS.
You authorize Platform Provider, on behalf of the Card Partners and each of their assigns, the Card Partners and their assigns to collect amounts owed under these Issuing Bank Terms by debiting funds from the Shopify Payments Bank Account and Other Business Accounts (collectively, the “Linked Accounts”) at depository institutions (including banks and credit unions) using the Automated Clearinghouse (“ACH”) network governed by the rules established by the National Automated Clearinghouse Association (“NACHA”). These debits are bound by NACHA rules for business-related ACH debits.
Platform Provider, on behalf of the Card Partners and each of their assigns, the Card Partners and their assigns may debit the Linked Accounts for all amounts owed under these Issuing Bank Terms. You also authorize Platform Provider, on behalf of the Card Partners and each of their assigns, the Card Partners and their assigns to initiate ACH credits or debits to the Linked Accounts to correct any errors made in processing a payment. In the event that an ACH is returned unpaid, you authorize Platform Provider, on behalf of the Card Partners and each of their assigns, the Card Partners and their assigns to reinitiate the ACH until it is paid. If Platform Provider, on behalf of a Card Partner and each of their applicable assigns, the applicable Card Partner or such applicable assign cannot collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize Platform Provider, on behalf of the Card Partners and each of their assigns, Card Partners or their assigns to debit the Linked Accounts immediately for all amounts owed, on any date, and without additional notice where there is an Event of Default.
To withdraw the debit authorization from a Linked Account, you must provide Platform Provider, on behalf of the Card Partners and their applicable assigns, with thirty (30) days advance notice and pay all amounts owed under your Card Account immediately, including Charges and other amounts that may be included in future Card Statements. Such withdrawal of a debit authorization does not terminate your obligation to pay all amounts owed under these Issuing Bank Terms. 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 may be reduced (including to zero), and your Card Account may be terminated or otherwise limited, if you withdraw your debit authorization.
Issuing Bank (or Program Manager on Issuing Bank’s behalf) may suspend or close your Card Account or any Card, or terminate these Issuing Bank Terms, at any time, for any reason, including if Issuing Bank determines, in its sole discretion, that:
(a) you breach these Issuing Bank Terms, Applicable Law, or the Card Network Rules;
(b) you fail to pay any amounts you owe when due in connection with the Program;
(c) you initiate a Card Transaction that would exceed or violate any limits established for your use of the Program;
(d) you file for dissolution or bankruptcy;
(e) you used inaccurate or false information in your application;
(f) you pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank;
(g) you become subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action;
(h) you face an adverse change in your financial condition;
(i) you have a planned or anticipated liquidation or substantial change in the basic nature of your business;
(j) 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;
(k) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent or more of your assets; or
(l) you seek to close or terminate your Shopify Account or any Linked Accounts while there is an outstanding unpaid balance on your Card Account.
Items (a) through (l) under this Section 6.1 shall each constitute an “Event of Default”.
你可以闭上你的信用卡帐户或任何卡,或terminate these Issuing Bank Terms, by contacting年代hopify Supportand paying all amounts owed under these Issuing Bank Terms prior to closure.
Issuing Bank’s Privacy Policy (located athttps://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 which 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.
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.
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.
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.
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 Users, or any other persons given access to your Card Account or Cards, except as provided by the Card Network Rules and Applicable Laws.
你会在你自己的费用,持有无害的,防御nd, 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 or Authorized Users. This Section 10 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.
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 12.2.
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.
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.
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.
年代ubject 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.
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.
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.
In the case of a conflict between the provisions of this Section 12.2.7 and the rules governing arbitration identified in Section 12.2.1, the provisions of this Section 12.2.7 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.
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.
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.
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. 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 without Issuing Bank’s prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
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.
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 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.
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.
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 owing under these Issuing Bank Terms 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 owing under these Issuing Bank Terms and otherwise to perform the terms and conditions of these Issuing Bank Terms are absolute and unconditional.
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.
Last updated: July 26, 2023