BSM UK Payment and After Sale

BSM UK PAYMENTS TERMS OF USE

The terms and conditions set out on BanglaSuperMarket.co.uk form a legal agreement between you (i.e. if you are the sole proprietor of your business) or your businesses if you have signed up on behalf of a corporation or other legal entity (the “Agreement ” or “Shopify Payment Terms”) are formulated, and this agreement is the Payments terms of use.

Conditions –

– Introduction

-Access to Platform and Seller Center

-Integrating products into the platform

-Vendor performance

-Customer Service

-Seller’s Obligations

-Commission Payment

-Seller’s Warranty Policy

-Intellectual property

-Confidentiality compensation

-LIMITATION OF

-LIABILITY

-Force Majeure

-Duration and Termination

-Assignment

-Notice

-Change

-Misc

The payment services of BanglaSuperMarket.co.uk are –

• BanglasuperMarket.co.uk ( BSM ) Payment Services are: (i) Payment Account Boarding; (ii) underwriting payments; and, (iii) payment data transmission services that enable you to integrate with a payment processor (“Processor”), as more fully described in this Agreement. Payment Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability. Subject to and your selection to collect it. You hereby appoint BanglaSuperMarket.co.uk ( BSM ) as your agent to provide information and instructions on your behalf to the Processor. On the other hand BanglaSuperMarket.co.uk ( BSM ) under certain other terms of platform services, BanglaSuperMarket.co.uk ( BSM ) offers you its online storefront, shopping cart, store Provides management, marketing and other services. These Platform Terms are hereby incorporated by reference and you accept them by accepting this Agreement. BanglaSuperMarket.co.uk ( BSM ) is a platform that supplies or procures products under the terms and conditions, and the supply of products through this agreement constitutes a contract.

• The Processor The Processor is Stripe, Inc., organized under the laws of Delaware, which may offer the Services as a technology service provider and agent to one or more financial institutions in the United States (each, a “Financial Services Provider”). Processing and Settlement of Transactions (as defined below) (“Payment Processing”) is a separate transaction by the Processor and any Financial Service Provider. Accounts are operated under the Agreement, including the US Stripe Service Agreement and applicable Financial Terms of Service, and the amount of payment methods you use are subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you also acknowledge and agree to be bound by the Processor’s Terms, which are legally binding between you and the Processor. Contract The role of the processor is to accept and process credit cards, debit cards and other forms of payment (collectively “Card”) in connection with the sale of your goods and services through Internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). ) as applicable, in-person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”) as well as manually entered transactions at the POS equipment processor. Allows transmission of data from (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be collectively referred to herein as “Transactions”. BanglaSuperMarket.co.uk ( BSM ) is not a party to the Processor Terms and shall not be liable to you in respect thereof. By accepting this Agreement and the Processor’s terms and conditions, you agree to create an account with the Processor for payment processing and named (“Processor Account”). ( BSM ) reserves the right to change the Processor, subject to the terms of (BSM )’s agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor’s Terms, this Agreement shall prevail, except for any inconsistency between this Agreement and the Processor’s Terms regarding payment processing or the Processor Account, the Processor’s Terms shall prevail as noted above.

• Shop Pay Installment You may enable Shop Pay Installment through your Merchant Portal or through your use of Shop Pay Installment and by accepting this Agreement, you acknowledge and agree to be bound by the Shop Pay Installment Terms and Merchant Agreement (Shop Pay Installment). And it is confirmed by BanglaSupermarket.co.uk (BSM).

• Payment Services ( BSM ) grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right (“License”) to use the Payment Services. And this license shall be for the term of this Agreement only. Neither the license nor any other provision hereof shall grant any right to the Payment Services or other intellectual property rights other than the limited use license set forth above.

• You shall: (i) not allow any third party to access the Payment Services, including your ( BSM ) admin on ( BSM )’s website, except as permitted herein and to perform transactions; (ii) create derivative works based on the Payment Services; (iii) copy, frame or mirror any part of the content of the Payment Services other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets of the Payment Services; or, (v) access the Payment Services to create a competitive product or service

• Payment services support most payment network cards including credit, debit, pre-paid or gift cards to make payments. YOU ASSUME SOLE AND EXCLUSIVE RESPONSIBILITY FOR THE USE OF THE PAYMENT SERVICES YOU ALSO ASSUME SOLE AND EXCLUSIVE RESPONSIBILITY FOR TRANSACTIONS UNDER PROCESSOR TERMS. A presented card is used to identify customers and purchase your products and services You are solely responsible for verifying eligibility, and BanglaSupermarket.co.uk ( BSM ) does not guarantee or assume any responsibility for authorized and completed transactions that may subsequently be reversed or charged back.

• BanglaSuperMarket.co.uk (BSM) uses commercially reasonable efforts to provide customer support to you (BSM) in order to assist customers in resolving issues related to payment services. The Processor retains the sole and exclusive responsibility for the payment processing of transactions, including settlement of funds, even if BanglasuperMarket.co.uk ( BSM ) makes payments between you and the Processor. Provide reasonable assistance in communicating about the Processing Services. You shall be solely and exclusively responsible for this customer service or support to your customers for any and all problems related to your products and services, including (but not limited to) problems arising from the processing of cards through the Payment Service.

• Tax is your sole and exclusive responsibility for determining the payments you receive in connection with the sale of your products and services and/or your use of the payment service (“Tax”). It is your sole responsibility to assess, collect, report or remit to the proper tax authorities the correct taxes in customers’ jurisdictions, your jurisdiction or elsewhere. BanglasuperMarket.co.uk (BSM) deems such reporting necessary and therefore collects such reports.

• If your customers are prohibited by law, you will not charge a fee or surcharge to a customer who wants to use an eligible card. You will provide your customer with an informational slip or receipt at the end of the transaction that includes all information required under Payment Network Rules and applicable law.

• BanglaSuperMarket.co.uk ( BSM ) maintains commercially reasonable administrative, technical and physical procedures to protect security. All personal information about you and your customers is collected accurately.

• Data Security You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and regulations regarding your collection, security and transmission of any personal, financial, card or transaction information (collectively, “Data” and with respect to your customers, “Cardholder Data”). You agree that you always use the applicable payment card Comply with Industry Data Security Standards (“PCI-DSS”) and, as applicable, Payment Application Data Security Standards (“PA-DSS”). You agree to provide Shopify with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. It is also your responsibility to comply with all payment network regulations including PCI-DSS, PA-DSS, and CVV2.

• Your privacy and the protection of your data is very important to BanglaSuperMarket.co.uk ( BSM ). You acknowledge that you have received, fully read and agree to the terms of our Privacy Policy, our Data Processing Addendum and the Processor’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are included in this Agreement.

• Automatic Reminders BanglaSuperMarket.co.uk ( BSM ) may use automated telephone dialling, text messaging systems and email to provide you with messages about your ( BSM ) payment account. Telephone messages may be played automatically by a machine when the telephone is answered, whether answered by you or another party. These messages are on your answering machine or May be recorded by voicemail. You permit ( BSM ) to call or send text messages to any telephone number you provide and may play pre-recorded messages or send text messages containing information about this Agreement or your account over the phone. You agree that BanglaSupermarket.co.uk ( BSM ) shall not be liable to you for any such calls or electronic communications, even if any Information is also communicated to unintended recipients. You understand that when you receive such calls or electronic communications you may incur charges from the telecommunication, wireless and/or internet service provider for receiving this service. You agree that BnaglaSuperMarket.co shall be liable for such charges. .uk ( BSM ) – no liability. If you telephone no You agree to immediately notify BanglaSuperMarket.co.uk (BSM) if you change or otherwise cease to be a subscriber or regular user of the telephone number or email address previously provided by (BSM).
   
• Registration Payment Services are made available only to persons in the United States who conduct a business selling goods and services. You may not use the Payment Services for non-commercial, personal, family or household purposes. To use ( BSM ) Payments for your business, you need to register for a ( BSM ) Payments account. When you pay for a ( BSM ).co.uk –When you register for an account, information such as your name (if you are a sole proprietor), your business or business name, your address, email, phone number, business identification or registration number and certain other information will be collected. That we need. We may collect personal information (including name, date of birth, and government-issued identification number) about your beneficial owner or principal.

• Company Description and Site URL As part of your registration, you must provide the name under which you do business (which can be the legal name of the business or a “trading name”) (such as MyStore Online Widget) and a billing descriptor. These two fields and your site’s URL may appear on your customers’ credit or debit card statements. Customer confusion and transactional disputes Avoid writing a description that clearly identifies your business. You hereby agree to indemnify BanglaSuperMarket.co.uk ( BSM ) from any costs, liabilities, damages, or costs of disputes arising out of your failure.

• Verification and Underwriting BanglaSuperMarket.cp.uk ( BSM ) may require additional information to verify your identity, including your company registration number or business number, your HST, GST, or tax number and, if applicable, your date of birth. can ( BSM ) may also ask for additional information to help verify your identity and assess your business risk This may include, but is not limited to, business invoices, reseller approval or distributor information or other government-issued identification, or business licenses. For any owner or head of your business. ( BSM ) can ask for your financial statements. It may require direct visits to your place of business and to examine books and records relating to your compliance with this Agreement. May request your permission for. Your failure to comply with any of these requests may result in the suspension or termination of your ( BSM ) payment account and processor account. You authorize BanglaSuperMarket.co.uk ( BSM ) to retrieve additional information about you from third parties and other identification services.

• ( BSM ) Payment Fees You agree to pay the processing fees set forth in your BSM Admin, which are incorporated herein by reference (“Processing Fees”). The processing fee will be collected from you by the processor on behalf of BanglaSuperMarket.o.uk i.e. (BSM) as per the terms of the Stripe Linked Account Agreement.

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ebay Payments Terms of Use

Introduction

These Payments Terms of Use (“Payments Terms of Use”) set out the terms on which the eBay Payment Entities set forth below offer you Payment Services (as defined below in Part I, Section 1) in relation to your use of the eBay Services. Your use of the eBay Services will continue to be governed by the User Agreement applicable to you. Capitalized terms used, but not defined, in these Payments Terms of Use have the same meaning as set forth in the User Agreement. The applicable User Agreement, related eBay policies, or other agreements between you and us (for example, a billing agreement) may include provisions regarding your use of the eBay Services without Managed Payments (as defined below) which may conflict with these Payments Terms of Use. You understand that, with respect to our Payment Services, these Payments Terms of Use supersede any and all such conflicting provisions. You agree to comply with these Payments Terms of Use when accessing or using our Payment Services.

These Payments Terms of Use are between you and the applicable eBay Payment Entities, as set forth below. If you have international sales, you may receive Payment Services from one or more eBay Payment Entities, as described in Part I, Section 2 below. In addition to the General Payments Terms (Part I of these Payments Terms of Use), each eBay Payment Entity has Additional Payments Terms (Parts II, III, IV, V and VI of these Payments Terms of Use) that apply to the Payment Services such entity provides. eBay Inc. and the companies it directly or indirectly controls, is controlled by, or is under common control with, are referred to as our “Affiliates.” The eBay Payment Entities are Affiliates of eBay Inc.

EBAY PAYMENT ENTITY	CONTACT INFORMATION
eBay Commerce Inc. (“eCI”) 2065 Hamilton Avenue San Jose, CA 95126Part II (“Additional Terms for Services Provided by eCI”) of these Payments Terms of Use contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate (see Part II, Section 4 (“Legal Disputes”), Subsection B (“Agreement to Arbitrate”)). If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.	English: https://www.ebay.com/help/homeChinese: https://ocsnext.ebay.com.hk/ocs/home
eBay S.à.r.l. (“eBay Sarl”) 22-24, Boulevard Royal L-2449 Luxembourg RCS registration number: B164557 VAT-ID LU26188648eBay Sarl is authorized in Luxembourg as a payments institution and subject to the supervision of the Commission de Surveillance du Secteur Financier (CSSF), 283 route d’Arlon, 1150 Luxembourg, (license no. 33/19). You can check eBay Sarl’s registration details by visiting the CSSF’s website at http://www.cssf.lu/en/.	Germany: https://www.ebay.de/help/homeUnited Kingdom: https://www.ebay.co.uk/help/homeFrance: https://www.ebay.fr/help/homeItaly: https://www.ebay.it/help/homeSpain: https://www.ebay.es/help/homeAustria: https://ocsnext.ebay.at/ocs/homeIreland: https://ocsnext.ebay.ie/ocs/homeSwitzerland: https://ocsnext.ebay.ch/ocs/homeBelgium (French): https://ocsnext.befr.ebay.be/ocs/homeBelgium (Dutch): https://ocsnext.benl.ebay.be/ocs/homeNetherlands: https://ocsnext.ebay.nl/ocs/homePoland: https://ocsnext.ebay.pl/ocs/home
eBay Commerce Canada Ltd. (“ECCA”) 44 Chipman Hill Suite 1000 Saint John NB E2L 2A9	English: https://www.ebay.ca/help/homeFrench: https://www.cafr.ebay.ca/help/home
eBay Commerce Australia Pty Ltd (“ECA”) Level 18 1 York Street Sydney NSW 2000 AustraliaECA is registered as a remittance service provider with, and is subject to the supervision of, the Australian Transaction Reports and Analysis Centre (“AUSTRAC”), PO Box 5516, West Chatswood NSW 1515. You can check ECA’s registration by visiting AUSTRAC’s website at https://online.austrac.gov.au/ao/public/rsregister.seam.	https://www.ebay.com.au/help/home
eBay Commerce UK Ltd (“ECUK”)1 More London Place, London, SE1, 2AF, United KingdomECUK is authorized in the UK as a payment institution and regulated by the Financial Conduct Authority (“FCA”), with firm reference number 925354. You can check ECUK’s registration details by visiting the FCA’s website https://register.fca.org.uk	https://www.ebay.co.uk/help/home

I. GENERAL PAYMENT TERMS

This Part I of the Payments Terms of Use applies to all Payment Services you receive from the eBay Payment Entities (also collectively referred to as “we” or “us” in this Part).

1. About Payments on the eBay Services

You agree to have the eBay Payment Entities receive or execute payments on your behalf in relation to your use of the eBay Services, and manage settlement of related payments to you (referred to as “Managed Payments,” “Payment Services,” or similar names).

Buyers may pay for your items using payment methods such as the following, the availability of which may vary:

• Certain credit or debit cards (VISA, MasterCard, American Express, and Discover),
• PayPal,
• Google Pay,
• Apple Pay,
• Direct debit,
• “Pay Later” payment methods, otherwise known in some areas as payment via installments, or “direct debit upon invoice” or “payment upon invoice,” or “Buy Now Pay Later”,
• eBay coupons, gift cards, etc. (if applicable), or
• Funds held in a stored value account issued under eBay’s Balance Terms and Conditions (currently only available to selected sellers residing or established in the United States). 

We may modify the scope of payment methods available at our sole discretion.

The underlying contract for the buyer’s purchase of “items” (which may refer to goods and/or services) from you is directly concluded between you and the buyer.

After a Managed Payments transaction occurs, you will receive a notification confirming such payment transaction. We will initiate settlement of proceeds received to your Linked Financial Account (as defined below in Part I, Section 4 “Seller Onboarding”). You can access the status of your Managed Payments transactions, including settlements and other payment information, under the Payments tab in the Seller Hub, which will be available to you when you successfully onboard to Managed Payments. If a payment is made to you in error, or if you receive funds that you are not otherwise entitled to receive at the time of disbursement, we have the right to recoup such amounts from you.

2. International Sales

Because multiple eBay Payment Entities provide Payment Services, you may receive Payment Services from more than one eBay Payment Entity, as follows:

• If you receive Payment Services from an eBay Payment Entity, such entity is appointed to process transactions and manage the settlement of funds related to your sales.
• Each eBay Payment Entity is appointed to manage payments for sales on one or more sites, as set forth in the table below (“Responsible Payment Entity”). The site on which you list your item will determine the Responsible Payment Entity for a given sale. For example, ECA would be the Responsible Payment Entity if you sell an item that you listed on ebay.com.au.
• Your “Payout Entity” is the eBay Payment Entity associated with the country in which you reside or are established as a business. Your Payout Entity is assigned to you as illustrated in the table below, unless you and we otherwise agree. You will receive all disbursements to your Linked Financial Account from this entity, regardless of where you list your items.
• If you sell an item listed on an eBay site whose Responsible Payment Entity is also your Payout Entity, your Payout Entity will process the sale and settle the corresponding funds to your Linked Financial Account. For example, if your Payout Entity is ECCA, your funds awaiting payout from sales on ebay.ca will be processed and settled to your Linked Financial Account by ECCA.
• If you sell an item listed on an eBay site whose Responsible Payment Entity differs from your Payout Entity, the Responsible Payment Entity will process the sale and transfer the corresponding funds to your Payout Entity, which will receive the funds on your behalf and in turn disburse them to your Linked Financial Account. For example, if your Payout Entity is eCI and you reside in an “Additional Country” (as such term is defined in the chart below), your funds awaiting payout from sales on ebay.de will be managed by eBay Sarl and settled to eCI. eCI will then disburse the funds to your Linked Financial Account.

The following table illustrates these distinctions:

EBAY PAYMENT ENTITY	RESPONSIBLE PAYMENT ENTITY FOR SALES OF ITEMS LISTED ON	PAYOUT ENTITY FOR SELLERS RESIDING OR ESTABLISHED IN	ADDITIONAL PAYMENTS TERMS
eCI	ebay.com	the United States (all references herein to the “United States” shall include its territories) and all other countries (together, the “Additional Countries”) that are not included among the countries associated with an eBay Payment Entity below.	II. ADDITIONAL PAYMENT TERMS FOR SERVICES PROVIDED BY eBay Commerce Inc.
eBay Sarl	All European Economic Area (“EEA”) eBay sites (including ebay.de, ebay.ie, ebay.fr, ebay.it, ebay.es, ebay.at, ebay.nl, ebay.be, befr.ebay.be, benl.ebay.be, ebay.pl etc.) and ebay.ch	EEA countries (except Iceland), the United Kingdom*, or Switzerland	III. ADDITIONAL PAYMENT TERMS FOR SERVICES PROVIDED BY eBay S.à.r.l.
ECCA	ebay.ca cafr.ebay.ca	Canada	IV. ADDITIONAL PAYMENT TERMS FOR SERVICES PROVIDED BY eBay Commerce Canada Ltd.
ECA	ebay.com.au	Australia	V. ADDITIONAL PAYMENT TERMS FOR SERVICES PROVIDED BY eBay Commerce Australia Pty Ltd.
ECUK	ebay.co.uk	United Kingdom, Jersey, Guernsey, Gibraltar (references made herein to the “United Kingdom” are deemed to also include Jersey, Guernsey or Gibraltar for the purposes of these Payment Terms of Use)*	VI. ADDITIONAL PAYMENT TERMS FOR SERVICES PROVIDED BY eBay Commerce UK Ltd.

*If you reside or are established in the United Kingdom, ECUK is replacing eBay Sarl as your Payout Entity. For most sellers this change is effective June 1, 2023. As of this date, your funds will be disbursed to your Linked Financial Account by ECUK, instead of eBay Sarl. To ensure a smooth migration, the change date may vary for some sellers. We will notify any such sellers via email with two (2) months prior notice about their alternative change date. If you do not hear from us, June 1, 2023 is your applicable change date.

If you reside outside the EEA (except Iceland), the United Kingdom, and Switzerland, the performance of any Payment Services provided to you by eBay Sarl and/or ECUK is deemed suspended until an item you listed on a EEA, UK, or Swiss eBay site is sold.

Payout Currency

Your “Payout Currency” is the currency that we will use for settling your transaction proceeds to your Linked Financial Account. We will generally determine your Payout Currency as follows, unless you and we agree otherwise:

• If you are a seller residing or established in the United States, or any of the Additional Countries, your Payout Currency is the US Dollar.
• If you are a seller residing or established in an EEA country (except Iceland), your Payout Currency will be the Euro.
• If you are a seller residing or established in the United Kingdom, Switzerland, Liechtenstein, or Australia, your Payout Currency will be based on your country of residence.
• If you are a seller residing or established in Canada, your Payout Currency will be the Canadian Dollar or, if offered by us and selected by you, the US Dollar.
• If you are a seller residing or established in an Additional Country, then your Payout Currency is the US Dollar, or such other currency as we may offer and you may select as determined by your country of residence.

We may enable further Payout Currencies at our sole discretion in the future. Where offered by us and agreed upon by you and your buyer, your buyer may pay for an item you sell with currency other than your Payout Currency. When this happens, the paid amount will be converted into your Payout Currency prior to disbursement of the funds to you, using the applicable transaction exchange rate and assessing the currency conversion charge as indicated on our Fee Page described in Section 3 (“Seller Payment Fees”) below. Similarly, your receipt of eBay Services from Affiliates may cause you to incur fees which are published in a currency other than your Payout Currency; if this happens, we may convert such fees into your Payout Currency in the same manner as described in the prior sentence.

Further, if you live in an Additional Country, the financial institution you opened your Linked Financial Account with may charge you a separate fee for converting your funds from the US Dollar to your local currency.

3. Seller Payment Fees

The fees and expenses which we charge in relation to your use of Managed Payments are, unless otherwise communicated to you, set forth in the applicable fee page linked in the tables below based on the country that you reside or are established in (“Fee Page”). For instance, if you reside in Australia and do not have an eBay store, clicking on the “Australia” link in the “Sellers in ___ without eBay Stores” column will take you to your applicable Managed Payments fee page; in contrast, if you reside in Australia and have an eBay store, you should click on the “Australia” link in the “eBay Store Sellers in” column. Such fees and expenses are subject to change, as set forth in the applicable User Agreement. For instance, if the Australian User Agreement is applicable, we may change our seller fees from time to time by posting the changes on the Australian eBay site 30 days in advance, but with no advance notice required for temporary promotions, new services, or any changes that result in the reduction of fees.

SELLERS IN ____ WITHOUT EBAY STORES	EBAY STORE SELLERS IN
Australia	Australia
Canada (English); Canada (French)	Canada (English); Canada (French)
United States	United States

PRIVATE, INDIVIDUAL, OR NON-PROFESSIONAL SELLERS IN	BUSINESS OR PROFESSIONAL SELLERS IN
Austria	Austria
Belgium (Dutch); Belgium (French)	Belgium (Dutch); Belgium (French)
China (Mainland)	China (Mainland)
France	France
Germany	Germany
Hong Kong	Hong Kong
Ireland	Ireland
Italy	Italy
Macau	Macau
Netherlands	Netherlands
Poland	Poland
Spain	Spain
Switzerland	Switzerland
Taiwan	Taiwan
United Kingdom	United Kingdom
Additional Countries and EEA Countries Not Identified Above	Additional Countries and EEA Countries Not Identified Above

In some circumstances, you might be eligible for a credit of certain fees you paid, as described on the Fee Credits page.

4. Seller Onboarding

In order to use our services, you must register and accept these Payments Terms of Use. If you reside in the EEA, the United Kingdom, or Switzerland, your submission of your Managed Payments online registration application constitutes your offer to conclude this agreement. If your onboarding is not immediately confirmed, you will receive notification that you have been approved to receive services once we have reviewed your information.

To use Managed Payments, you must:

• Link a financial account, so you may receive settlements of proceeds from Managed Payments to this account (“Linked Financial Account”). If you reside in the United States, Canada, the United Kingdom or Australia, your Linked Financial Account must be a bank account based in your country of residence. If you reside in a country within the EEA (except Iceland), you may provide a bank account located in any EEA member state (except Iceland), as your Linked Financial Account. If you reside in Switzerland or Liechtenstein, you must provide a bank account located in Switzerland or Liechtenstein as your Linked Financial Account. If you reside in an Additional Country, we may require you to create a Linked Financial Account with a specific non-bank third-party financial institution to receive payouts. Depending on the Additional Country that you reside in, we may also offer you the option to use a bank account located in the Additional Country as a Linked Financial Account. If we cannot make direct debits from your Linked Financial Account for Owed Amounts (as defined in Section 9), we require you to keep another payment method on file with us and we may withhold payouts to your Linked Financial Account until you have successfully provided us with such other payment method.
• At this time, you may only use our Payment Services to receive disbursements to a Linked Financial Account. You may change your Linked Financial Account at any time as permitted by us. Payouts will be made to your Linked Financial Account subject to (i) your completion of the Linked Financial Account verification process, and (ii) the completion of our assessment for security and risk purposes and under our anti-money laundering and other legal obligations. Our assessment typically takes up to two (2) days after your completion of the verification process, or longer if any issues or irregularities arise in which case we will complete our assessment without undue delay. If you reside in an Additional Country and we offer you the option to receive payouts to more than one Linked Financial Account, we will allocate your payouts among your Linked Financial Accounts in conformity with your instructions. By adding a Linked Financial Account to your eBay account, you represent and warrant that you are the lawful owner of, or have the lawful right to use, any Linked Financial Account you associate with your account. In certain circumstances, we may permit you to direct payouts to a Linked Financial Account owned or controlled by your legal representative. If you elect to receive payouts to a Linked Financial Account owned or controlled by a legal representative, you represent and warrant that the legal representative has the authority to receive payouts on your behalf, and you fully release us from any and all liability for losses you may sustain arising from disbursements made by us to the legal representative under these Payments Terms of Use.
• Provide us with all information which we may require for purposes that include: verifying your identity, complying with applicable laws and regulations such as anti-money laundering and sanctions screening obligations, allowing us to manage settlements of your transaction proceeds, and assessing fraud and risk. If you are an individual, this information may include, without limitation, your full name, address, phone number, date of birth, taxpayer identification number, bank account information, and a form of government-issued identification (e.g., a copy of your identity card or driver’s license). If you are a business, this information may include, without limitation, your full business name, address, phone number, entity type, bank account information, tax identification number, and business number, in addition to details regarding your beneficial owner(s), director(s), officer(s), authorized representative, legal representative, and/or primary contact, such as name, contact information, nationality, title, and government-issued identification (such as a United States Social Security Number). You understand that we will be unable to settle your proceeds or issue you any tax documents (such as a United States Internal Revenue Service Form 1099-K) if you do not provide or appropriately update us with accurate contact information and other requested data.
• Provide us with all information necessary to authenticate you or your payment transactions, which may include validation of your phone number or email. You understand that we may be unable to execute certain transactions or complete certain requests without this information.
• Timely maintain the accuracy of the information we have on file, and consent to our periodical updating of such stored information based on information provided by you, your bank, or other payments services providers. You will only provide us information about payment or settlement methods that you are authorized to use. You understand that if you update information such as your country of residency, you may need to repeat some or all of the onboarding steps described above to continue using Payment Services.
• Comply with all, and not cause a third party to violate any, applicable laws, regulations, rules, and terms and conditions in connection with your use of the eBay Services. You understand that some third parties (such as banks, credit and debit card issuers, credit and debit card networks, and payments services providers) may have their own terms and conditions for the payment or settlement methods you or buyers choose to use in connection with payments that we manage, such as terms and conditions that relate to the settlement of funds, chargebacks, prohibited items, and overdrafts. Failure to abide by third-party terms and conditions may result in fees assessed to you, delays in your receipt of funds, or other actions taken by such third parties. You agree that we have no control over, or responsibility or liability for, such fees, delays, or actions.

You authorize us and our Affiliates to check information you provide to us, including by verifying the existence of your bank account and obtaining reports from, or comparing your information to, third-party sources. Such third-party sources may include without limitation, banks, credit agencies, data brokers, and other service providers. We reserve the right to close, suspend, or limit your account or rescind your access to any or all of our services in the event we are unable to obtain or verify any of this information. We are not responsible for any losses suffered by you as a result of incomplete or inaccurate information you provide.

5. Shipping

When you receive notice that a buyer has paid for an item through a Managed Payments transaction, you must then ship or otherwise deliver your item in accordance with the agreed shipping method.

6. Managed Payments Limitations

In some listings or categories, eBay may allow sellers to offer buyers the option to pay for a purchase directly to the seller without using the payment services offered by us under these Payments Terms of Use, for example by cash payment on pickup (“Offline Payment Methods”). We do not manage payments for such Offline Payment Methods. Offline Payment Methods are not covered by the eBay Money Back Guarantee or similar eBay buyer protection programs; additionally, we will not assist buyers or sellers with payment disputes (such as chargebacks) in connection with Offline Payment Methods. Your listings are subject to eBay’s payment policies and any other terms about payments that may appear on the eBay Services, including terms relating to the payment and disbursement methods available to you for such listings.

7. Using Managed Payments

Returns and Cancellations; Refunds

If your buyer is entitled to a refund for a return or cancellation for a Managed Payments transaction, based on an agreement between you and the buyer or according to eBay’s policies regarding such transaction, you authorize us to pay to the buyer the corresponding refund amount on your behalf.

eBay Buyer Protection Programs

eBay offers buyer protection programs on certain eBay Services to ensure that buyers receive the item they ordered or get their money back. Such programs are referred to as “eBay Buyer Protection Programs,” and known in many jurisdictions as the “eBay Money Back Guarantee” (“eMBG”). You understand that if your buyer successfully files a claim under such program for a Managed Payments transaction, the respective eBay company offering the eBay Buyer Protection Program (“eMBG Service Provider”) will reimburse the buyer the amount owed on your behalf pursuant to the applicable User Agreement and eMBG policy. According to the applicable User Agreement and eMBG policy, you must reimburse the eMBG Service Provider for any such amounts.

Disputes

A buyer (or the owner of a payment instrument) may initiate a chargeback, direct debit reversal, or PayPal buyer protection claim, or otherwise asks their financial institution to open a payment dispute (all referred to solely within this Part I as “Dispute”) in connection with a Managed Payments transaction. The final outcome of the Dispute will be decided by the buyer’s financial institution. 

We will manage Disputes, as follows: When a Dispute is opened, we will notify you and ask you whether you choose to accept or challenge the Dispute. If you accept the Dispute, you agree to the reversal of the payment to the buyer. If you challenge the Dispute, eBay will submit to the financial institution any relevant evidence you provide about the Dispute. You agree to provide timely information to assist in the Dispute resolution process and understand that your failure to provide requested information on the timeline we require and as specified by credit and debit card networks’ and other payment service providers’ rules could adversely impact the outcome of a Dispute investigation, up to complete forfeiture of the amounts in Dispute. If you accept the Dispute or if the buyer’s financial institution decides in favor of the buyer, the respective amount will be refunded to the buyer’s original payment method and charged to us. You must reimburse us for such charges, unless you are eligible for seller protection in which case you are not held liable for amounts refunded to the buyer. If you choose to accept the Dispute, we may still decide to challenge the Dispute in our discretion and at no additional costs to you. 

Some payment institutions offer an optional arbitration process to contest the results of an individual Dispute. We may ask for your consent to participate in such arbitration process. If you consent to chargeback arbitration, you authorize us to represent and defend you throughout the arbitration. You will be responsible for all costs and expenses (including reasonable legal fees and any arbitration fees assessed by third parties, arising from such arbitration proceedings), as agreed between you and us in each case, and you authorize us to pay these amounts on your behalf while the arbitration is pending. 

You will not contest the resolution of any Dispute that we investigate and/or re-present, nor will you re-open resolved Dispute investigations. If you are a consumer in the EU, UK or Australia, your rights to file a complaint or to take legal action in court remain unaffected.

Seller Protection

If you have met your eligibility requirements for, and fulfilled all your applicable obligations, under the Seller Protection policy, you will not be held liable for any amounts to be returned to buyers due to eBay Buyer Protection Program claims and Disputes.

Fines, Penalties and Losses

We are unable to manage payments for prohibited and restricted items. Before listing your item, you must ensure it complies with eBay’s rules, applicable laws, and any additional restrictions imposed by credit card associations, network rules, or third-party payments service providers that we may use.

You agree to indemnify and reimburse us for all reversals, chargebacks, claims, costs, losses, damages, fees, fines, penalties and other liabilities and expenses incurred by us or brought against us by a third party arising out of (a) your breach of these Payments Terms of Use or the User Agreement including without limitation any violation of eBay’s policies; (b) your violation of any law or the rights of a third party; or (c) any transaction processed by us for you for an item or service you listed on eBay (including without limitation the accuracy of your item description or any claim or dispute arising out of items or services offered or sold by you).

Holds

We reserve the right to manage the risks associated with providing you the Payment Services, by placing restrictions on your access to your funds when deemed necessary, as described in further detail below.

You agree that we may place holds on your funds or instruct a payment service provider to hold your funds, prior to disbursement. For the avoidance of doubt, if you receive funds to either a stored value account issued to you under eBay’s Balance Terms and Conditions or to a payment account, a hold may also be placed on such funds. If a hold is placed on your funds, the amount and status of the hold will be displayed under the Payments tab in the Seller Hub/My eBay. We will notify you through the eBay Message Center and/or by email and, depending on the reason, may request additional information from you to help resolve the issue. A hold may be placed if we have reason to believe there is an increased risk associated with the provision of our Payment Services or with a certain Managed Payment transaction , for example if we cannot verify your identity or if your buyer files a dispute. Please see our holds help page for more detail on the hold types and examples. We take into consideration relevant factors when assessing the risks including selling history, seller performance, returns and cancellations, chargebacks, riskiness of the listing category, transaction value, the ability to make direct debits from your Linked Financial Account, and the filing of eBay Buyer Protection Program claims. We also may cancel or freeze the settlement of your proceeds as necessary to comply with our legal obligations in connection with fraud prevention, risk management, or regulatory compliance. Any hold placed on your funds will be lifted when the issue is resolved.

Unless your payout entity is eBay Sarl or ECUK, we may retain an amount that we reasonably believe may be necessary to pay for any refunds, reimbursements, or other payments associated with returns, Disputes, or other post-transaction activities, when your eBay account is closed. Unless otherwise required by law, we will settle any unused retained amounts to your Linked Financial Account within 180 days of your eBay account closure.

Your bank’s holds and settlement procedures may at times cause delays in the settlement of funds to your Linked Financial Account, and we do not have control over these delays.

Reserves

In order to manage risk or secure your obligations under these Payments Terms of Use, we have the right to require a reserve of transaction proceeds. This means that the respective portion of your funds is reserved as unavailable for disbursement. Reserves may be in the form of rolling and/or minimum reserves. 

• A rolling reserve is a reserve funded by withholding a set percentage of your transaction proceeds each day for a fixed period to be released to you later at a scheduled time on a rolling basis. For example, we may require a rolling reserve of 10% for a period of 60 days. Under this requirement, 10% of your transaction proceeds earned on day 1 will be withheld from your payouts and then be released to you on day 61. Subsequently, 10% of your transaction proceeds earned on day 2 will be withheld and then released to you on day 62, and so forth. Rolling reserves are the most common type of reserve.
• A minimum reserve is a requirement to hold a specific amount of money in your reserve. A minimum reserve may be funded by contributing a set percentage of your daily transaction proceeds to the reserve up to the minimum requirement, or by setting-off the entire amount of the minimum requirement from your pending payouts. For example, if we require a minimum reserve of $5,000, the reserve may be funded by contributing 10% of your transaction proceeds to the reserve each day until the amount reaches $5,000. Alternately, if your pending payouts equal or exceed $5,000, the minimum reserve may be funded by setting off the reserve requirement from your pending payouts at one-time in full.

We may require a reserve if we have reason to believe there is an increased risk of non-fulfillment of your obligations under these Payments Terms of Use. We take into consideration relevant risk factors before requiring a reserve, including, as applicable (i) your eBay account history, (ii) whether the category you are listing in has a higher likelihood of chargebacks or refunds, (iii) whether your eBay account has an elevated number of customer claims or disputes, (iv) your business and/or personal credit history (business sellers may be subject to credit agency checks), (v) whether you are selling products in advance of availability (pre-selling orders), and (vi) whether you have extended delivery time frames. Depending on your performance and the risk associated with your use of Managed Payments, a reserve may be raised, lowered, or removed at any time. The amount of each reserve (and any subsequent change) will be reasonably determined based on the seller-specific risk (including the volume of your sales). The amount and status of each reserve will be displayed under the Payments tab in the Seller Hub/My eBay and we will notify you of any reserves we require of you.

If ECA is your Payout Entity, any reserve required of you is further subject to the Seller Reserve Terms and Conditions. By accepting these Payments Terms of Use, you agree to the Seller Reserve Terms and Conditions to the extent they apply to you.

Our Liability

If we have acted with reasonable precautions and/or in accordance with our legal obligations, we are not liable for any unauthorized, incorrectly, unexecuted, or delayed payment transactions when such issues were caused by abnormal and unforeseeable circumstances beyond our control.

Signature

In instances where we are required to collect your signature to meet anti-money laundering and/or other legal requirements, we may (where not prohibited by applicable law) treat your acceptance of these Payments Terms of Use as the equivalent of you providing us your signature.

8. Security; Third-Party Providers; Data Protection

Security

You acknowledge the importance of the security measures we put in place with regards to Managed Payments, and agree to comply with them. You are responsible for maintaining the security of all passwords, codes, or other login credentials used to access your eBay account and the related Payment Services and, subject to eBay’s seller protection policies, for any transactions made or actions taken using your eBay account.

If you become aware of an unauthorized payment transaction or of a delayed or incorrectly executed transaction, you must notify us immediately by using a contact method stated in the “Introduction” of these Payments Terms of Use, above. If you notify us by telephone of such a transaction, we may request written confirmation immediately following the notification. The notification shall be free of charge.

Third-Party Providers

We may use our Affiliates or third-party service providers (for example companies that process payments and disburse settlements, perform risk assessments or compliance checks, verify identity, or validate payment or settlement methods) in different locations to assist us in providing Managed Payments. Our Affiliates or third-party service providers may further outsource the services to other eBay Affiliates or third-party service providers. In this context we may transfer your data to such eBay Affiliates or third-party service providers to whom services are outsourced. At times, we may communicate to you through the eBay Affiliate which provides the eBay Services to you. For example, our Affiliate may notify you of a hold or other restrictions taken on your account. As relating to outsourced services, you hereby explicitly agree to our use of such eBay Affiliates or third-party service providers to assist us in providing Managed Payments and the outsourcing of services in relation thereto (including the right to sub-outsource), and you accept that the obligation of secrecy does not exist with respect to the related transfer of data (e.g. contact details, account information, sales related information) to such eBay Affiliates and third-party service providers. Our Affiliates and third-party service providers are either subject by law to a professional secrecy obligation, as provided by the law applicable to the eBay Affiliates or third-party service providers, or will be contractually bound to comply with strict confidentiality rules. Customer data transferred in accordance with these purposes will only be accessible to a limited number of persons within the relevant eBay Affiliates or third-party service providers, on a need to know basis. Regardless of whether we use eBay Affiliates or third-party service providers, the appropriate eBay Payment Entity remains responsible to you for the performance of the services contemplated under these Payments Terms of Use.

In conformity with our User Privacy Notice, we may also share information collected by us pursuant to these Payments Terms of Use with our Affiliates as necessary to enable your continued use of our Payment Services and the eBay Services. Please view our User Privacy Notice for more information on the collection and processing of personal data, including details on processing purposes and legal bases under applicable data protection laws.

Data Protection

Our performance of Payment Services entails the processing of your buyer’s personal data when a sale happens. With respect to such data processing, you, the Responsible Payment Entity, and the Payout Entity each act as a separate data controller/business under the applicable data protection laws (which may without limitation include, the General Data Protection Regulation, the California Consumer Privacy Act, or other data protection laws to which you are subject). You agree to: comply with your obligations as a data controller/business pursuant to the applicable data protection laws, and provide us with all such reasonable cooperation, information, and assistance as necessary for us to meet our requirements as a data controller/business.

9. Collection of Fees and Other Amounts You Owe

You authorize us to collect from you any amounts you owe us, our Affiliates (in particular the Affiliate which provides the eBay Services to you), or third parties who, as separately authorized by you, provide services to you in connection with your use of the eBay Services (such as shipping carriers), under these Payments Terms of Use, the User Agreement, any other service contract, policy, agreement or as required by law (referred to as “Owed Amounts”). Owed Amounts typically include the following:

• Fees;
• Amounts as described in “Returns and Cancellations; Refunds”, “Disputes” or “Fines, Penalties and Losses” in Section 7 above;
• Amounts you owe the eMBG Service Provider under the applicable eMBG Policy;
• Taxes or other charges related to your use of our or our Affiliates’ services, if applicable and required by law; and
• Amounts we incorrectly settled to you due to a payment processing error or otherwise (see Section 1 above).

For clarity, your authorization permits us to collect amounts which you already owe to us, our Affiliates or third parties as described above. This authorization does not establish any new claims for payment against you. In some cases, our Affiliates may assign a claim against you for payment of Owed Amounts payable by you to us.

Collection of the Owed Amounts may be carried out on a one-time, sporadic, or recurring basis by the following means:

• Retaining such amounts from your current or future disbursements relating to any transactions that you may have;
• Recouping from your Linked Financial Account (and if required, by issuing a direct debit mandate or other similar authorization);
• Recouping from any other payment instrument or payment method you may have authorized or placed on file with us or our Affiliates (for example, to pay for seller fees, shipping labels, or dispute resolution);
• Recouping from your stored value account, if a stored value account has been issued to you;
• Recouping from your payment account, if a payment account has been issued to you (see Part III); and
• Retaining collections agencies or using other collections methods, if the collection by other means has been unsuccessful.

You authorize us to choose the method of collection among those listed above. We generally deduct Owed Amounts from your current or future disbursements we process on your behalf. If a stored value account or payment account has been issued to you, we will deduct the Owed Amounts from funds held in the relevant stored value account or payment account before disbursing the funds to you. If your disbursements awaiting payout or funds held are not sufficient to cover these amounts, we will charge your Linked Financial Account or another payment method on file. If you have several payment instruments on file, you may indicate a specific payment instrument as your preferred payment method for collecting Owed Amounts in your eBay account.

You also authorize the Affiliate whom you have entered into the User Agreement with for the provision of eBay Services to charge you for any Owed Amounts on our behalf from any payment method you may have on file with such Affiliate.

If you provide us with a SEPA/BACS direct debit mandate for debiting Owed Amounts from your bank account, any required advance notice will be given to you at least three days prior to charging your bank account. At any point prior to you explicitly cancelling a SEPA/BACS direct debit mandate we have obtained from you, we may deduct Owed Amounts based on such mandate. Unless you are a consumer in the EU or UK, you waive, to the extent possible under applicable law, any rights you may have to receive advance notice of any particular preauthorized charge.

If our attempt to recoup an Owed Amount from a payment instrument you have authorized us to use fails as a result of your acts or omissions, we may charge you for the failed attempt as set forth on the Fee Page or as applicable in Parts IV and V below.

10. Amendment

All sellers (except consumers in Germany)

We may amend these Payments Terms of Use by notifying you of the changes in writing (for example, by posting a revised version of these Payments Terms of Use on our website, including the Seller Hub or the eBay Message Center). Before the anticipated effective date of such change, we will notify you at least fourteen (14) days prior or if your Payout Entity is eBay Sarl or ECUK, then two (2) months prior.

If you are a consumer (i.e., not a business) outside of Germany whose Payout Entity is eBay Sarl or ECUK, you will be deemed to have consented to these changes unless you explicitly reject them before the anticipated effective date. For all other sellers, your continued use of Managed Payments beyond the effective date of the changes will constitute your acceptance of the changes.

Consumers in Germany

If you are a consumer in Germany, we may offer you changes to these Payments Terms of Use at any time. We will be notifying you in text-form, for example via email, and/or the Seller Hub or the eBay Message Center of any proposed changes at least two (2) months before the anticipated effective date of such change.

The changes offered to you shall only become effective if you accept them as follows:

• If a proposed change is a material change (as defined below), we will ask for your active consent to such a change.
• If a proposed change is not a material change, you will be deemed to have consented to these changes unless you explicitly reject them by notice to us in text form (e.g. via email) before the anticipated effective date. In case of such changes, we will inform you in the notice with which we offer you the changes about the right of rejection, the period of time and your termination right (see subsection below). 

A “material change” is a change of these Payments Terms of Use (especially with respect to provisions defining the type and general scope of the agreed services or the term and termination) in our favor, which would significantly shift the balance between service and remuneration to your disadvantage or would effectively establish an entirely new contract.

A change which is due to a requirement of law, a legally binding court decision or an injunction does not constitute a material change.

Termination right in case of amendments (all sellers)

If you do not agree to proposed changes, you may terminate these Payments Terms of Use, pursuant to Section 11 (“Term, Termination”) below, without any extra cost at any time before the effective date. We always publish the amended Payments Terms of Use on the eBay website.

11. Term, Termination

These Payments Terms of Use are effective indefinitely, unless terminated in accordance with the below.

We may terminate these Payments Terms of Use by giving written notice fourteen (14) days prior or if eBay Sarl or ECUK is your Payout Entity, then two (2) months prior via email to your registered email address. However, we may also terminate these Payments Terms of Use on less notice or with immediate effect in the following scenarios:

• We are required to do so by law or a court order,
• A governmental authority requires us to do so to comply with anti-money laundering or counter-terrorism financing obligations,
• We have reasonable grounds to believe you are carrying out a prohibited or illegal activity (including, but not limited to, financial crimes such as fraud, bribery, corruption money laundering, or sanctions violations),
• We are unable to verify your or your business’s identity, or any other information pertaining to you, or
• You are otherwise in breach of a material contractual obligation of these Payments Terms of Use, or seriously or persistently violating any provisions of these terms in any other way.

If eBay Sarl or ECUK is your Payout Entity, you may terminate these Payments Terms of Use and close your payment account, without prejudice to the termination events foreseen above, by giving one (1) month notice by notifying eBay Sarl preferably via email at payments@ebay.de or ECUK at Paymentsinfouk@ebay.co.uk or by contacting the Customer Service via any of the available communication methods (e.g. Contact Us form, chat).

If eBay Sarl or ECUK is not your Payout Entity, you may terminate these Payments Terms of Use by closing your eBay account; if you use Managed Payments after such termination, you will be deemed to have again accepted these Payments Terms of Use.

If you give notice of termination to one eBay Payment Entity, such notice shall also be deemed as a termination notice to the remaining eBay Payment Entities.

Your use of the eBay Services as a seller requires continued registration for Managed Payments. Should you therefore terminate this agreement, you will not be able to use the eBay Services provided by our Affiliates. Our Affiliates which provide you the eBay Services according to the User Agreement may terminate the User Agreement pursuant to the termination provisions therein. 

Termination of this Agreement shall not affect the rights or liabilities of either party accrued until termination and/or any terms intended (expressly or implicitly) to survive termination, including your obligation to pay amounts owed to us relating to your activities prior to termination and our right to collect from you such amounts in accordance with these Payments Terms of Use. If there are pending payment transactions at the time the termination takes effect, they will be processed pursuant to terms of these Payments Terms of Use unless prohibited by law. As of the effective date of the termination, you will not be able to sell any items on eBay Services anymore.

12. Assignment

In our sole discretion, we may assign our rights and obligations under these Payments Terms of Use and, in such event, we will notify you accordingly.

II. ADDITIONAL TERMS FOR SERVICES PROVIDED BY eCI

In addition to the General Payments Terms above, the following provisions apply with respect to Payment Services you receive from eCI. Within this section, “we” or “us” refers to eCI.

As between you and eCI, these Payments Terms of Use incorporate by this reference the provisions of the User Agreement to the extent applicable to this agreement. In the event of any conflict between the User Agreement and these Payments Terms of Use, these Payments Terms of Use will govern.

We may change, discontinue, enhance, or modify features of Managed Payments at any time.

1. Appointment of eCI as Agent

eCI will receive payments on your behalf as your agent. You hereby appoint eCI as your agent for the limited purpose of receiving, holding and settling payments for Managed Payments transactions.

A payment received by us from a buyer, on your behalf, satisfies the buyer’s obligation to you in the amount of the payment received, regardless of whether we actually settle such payment to you. In the event that we do not make any such payment to you as described in these Payments Terms of Use, you will have recourse against us only and not against the buyer, as such payment is deemed to be made by the buyer to you upon receipt by us. To the extent permissible under the rules of any third-party or governmental body with jurisdiction over us, you agree that we are not liable for your acts and omissions and you understand that we disclaim any such liability.

2. Receipt and Settlement of funds

After a Managed Payments transaction occurs, you will receive a notification confirming such payment transaction. In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, high risk or potential violation of any regulation, compliance with economic or trade sanctions, eBay or eCI policies, or a policy of one of our third-party payments services providers.

If we are your Payout Entity, we will initiate settlement of proceeds received to your Linked Financial Account. We may, in our sole discretion, offer you the option to receive your proceeds to a stored value account issued to you by us. Your transaction proceeds, other than those being held in accordance with these Payments Terms of Use, and subject to the estimated settlement times set forth in the next sentence, will be aggregated to a daily batch for settlement to you on a regular basis (for example, a single daily settlement for all transactions ready for disbursement to you that day), unless otherwise requested by you and agreed to by us. We anticipate that Managed Payments transaction proceeds will generally be settled to your Linked Financial Account approximately two to seven business days after the buyer’s transaction, although actual settlement times may vary for individual transactions based on circumstances such as your bank’s processing times.

We may diverge from this procedure as needed for compliance or operational reasons. If we are unable to settle the Managed Payments proceeds, then, depending on the reason why we are unable to settle the proceeds, we may refund the buyer or otherwise process these funds in accordance with applicable law, including abandoned property laws, such as by escheating funds to a governmental body after the passage of an applicable period of time, or our policies.

3. Authorization for Collection of Owed Amounts

You hereby authorize eCI to debit or charge any Owed Amount from your Linked Financial Account or any other payment method you have on file with us, including your stored value account (if stored value has been issued to you). Your authorization will remain in full force and effect until the earlier occurrence of: our receipt from you of any written communication that revokes such authorization, or upon the closure or termination of your eBay account.

To the extent permitted by law, you hereby irrevocably sell, assign, grant, convey and transfer to eBay and its Affiliates, as applicable, all of your rights, title, and interests in any and all accounts receivable, payments of money, and general intangibles owed in your favor to satisfy any and all obligations or liabilities you owe to eBay or its applicable Affiliate in connection with your use of Managed Payments and eBay Services for the sale of goods or services to your Buyers.

4. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND eCI HAVE AGAINST EACH OTHER ARE RESOLVED.

You and eCI agree that any claim or dispute at law or equity that has arisen, or may arise, between you and eCI (or any related third parties) that relates in any way to or arises out of this or previous versions of these Payments Terms of Use, your use of or access to Managed Payments, or the actions of eCI or its agents, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Utah, without regard to principles of conflict of laws, will govern these Payments Terms of Use and any claim or dispute that has arisen or may arise between you and eCI, except as otherwise stated in these Payments Terms of Use.

B. Agreement to Arbitrate

You and eCI each agree that any and all disputes or claims that have arisen, or may arise, between you and eCI (or any related third parties) that relate in any way to or arise out of this or previous versions of these Payments Terms of Use, your use of or access to Managed Payments, the actions of eCI or its agents, or any products or services sold, offered, or purchased through the Services shall be resolved exclusively through final and binding arbitration, rather than in court. In this Legal Disputes Section, the term “related third parties” includes your and eCI’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, eCI’s, and these entities’ employees and agents. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

1. Prohibition of Class and Representative Actions and Non-Individualized ReliefYOU AND ECI AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND ECI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court, subject to your and eCI’s right to appeal the court’s decision. All other claims will be arbitrated.
2. Arbitration ProceduresArbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator should apply the terms of these Payments Terms of Use as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules and the AAA’s Commercial Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org.  In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or the court.A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute (“Notice”), which may be downloaded at this link:  http://p.ebaystatic.com/aw/help/legal/Notice_of_Dispute.pdf . The Notice to eCI must be sent to eBay Inc., Attn: Litigation Department, Re: Notice of Dispute, 583 W. eBay Way, Draper, UT 84020. Any such Notice addressed to and received by eBay will also be deemed to be received by eCI, if such Notice regards services offered by eCI. eCI will send any Notice to you to the physical address we have on file associated with your eBay account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims the party is asserting, the specific relief sought, and the email address and phone number associated with your account.If you and eCI are unable to resolve the claims described in a valid Notice within 30 days after eCI receives the Notice, you or eCI may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to eCI at the following address: eBay Commerce Inc. c/o CT Corporation System, 1108 E South Union Ave., Midvale, UT 84047. In the event eCI initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your eBay account. Any settlement offer made by you or eCI shall not be disclosed to the arbitrator.Where no disclosed claims or counterclaims exceed $25,000, the dispute shall be resolved by the submission of documents only, subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or eCI may attend by telephone, unless the arbitrator requires otherwise.The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same eCI user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
3. Costs of ArbitrationPayment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If you complied with the Notice of Dispute procedures of Section 2 of this Agreement to Arbitrate (“Arbitration Procedures”) and the value of the relief sought is $10,000 or less, at your request, eCI will pay all administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by eCI should be submitted by mail to the AAA along with your Demand for Arbitration and eCI will make arrangements to pay administration and arbitrator fees directly to the AAA. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse eCI for all fees associated with the arbitration paid by eCI on your behalf that you otherwise would be obligated to pay under the AAA’s rules. eCI will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the cost of accessing the arbitration forum from being prohibitive.
4. SeverabilityWith the exception of any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
5. Opt-Out ProcedureIF YOU ARE A NEW USER OF OUR PAYMENT SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THESE PAYMENTS TERMS OF USEFOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO EBAY INC., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 583 WEST EBAY WAY, DRAPER, UT 84020. ANY SUCH OPT-OUT NOTICE ADDRESSED TO AND RECEIVED BY EBAY WILL ALSO BE DEEMED TO BE RECEIVED BY ECI, IF SUCH OPT-OUT NOTICE REGARDS SERVICES OFFERED BY ECI.For your convenience, we are providing an Opt-Out Notice form. You must complete and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state and zip code), and the user ID(s) and email address(es) associated with the eBay Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of these Payments Terms of Use and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
6. Future Amendments to the Agreement to ArbitrateNotwithstanding any provision in the User Agreement or these Payments Terms of Use to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against eCI prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and eCI. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.eBay.com at least 30 days before the effective date of the amendments and by providing notice through the eBay Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

C. Judicial Forum for Legal Disputes

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and eCI must be resolved exclusively by a state or federal court located in Salt Lake County, Utah. You and eCI agree to submit to the personal jurisdiction of the courts located within Salt Lake County, Utah for the purpose of litigating all such claims or disputes.

III. ADDITIONAL TERMS FOR SERVICES PROVIDED BY EBAY SARL

In addition to the General Payments Terms above, the following provisions apply with respect to Payment Services you receive from eBay Sarl. Within this section, “we” or “us” refers to eBay Sarl.

As between you and eBay Sarl, these Payments Terms of Use incorporate by this reference the provisions of the User Agreement to the extent applicable to this agreement. In the event of any conflict between the User Agreement and these Payments Terms of Use, these Payments Terms of Use will govern.

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IV. ADDITIONAL TERMS FOR SERVICES PROVIDED BY ECCA

In addition to the General Payments Terms above, the following provisions apply with respect to Payment Services you receive from ECCA. Within this section, “we” or “us” refers to ECCA.

As between you and ECCA, these Payments Terms of Use incorporate by this reference the User Agreement. In the event of any conflict between the User Agreement and these Payments Terms of Use, these Payments Terms of Use will govern.

We may change, discontinue, enhance, or modify features of Managed Payments at any time.

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V. ADDITIONAL TERMS FOR SERVICES PROVIDED BY ECA

In addition to the General Payments Terms above, the following provisions apply with respect to Payment Services you receive from ECA. Within this section, “we” or “us” refers to ECA.

As between you and ECA, these Payments Terms of Use incorporate by this reference the User Agreement. In the event of any conflict between the User Agreement and these Payments Terms of Use, these Payments Terms of Use will govern.

We may change, discontinue, enhance, or modify features of Managed Payments at any time. If ECA is your Payout Entity, we will notify you of any material changes or modifications to the features of Managed Payments through eBay messages (in My eBay) or directly to the email address linked to your account.

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VI. ADDITIONAL TERMS FOR SERVICES PROVIDED BY ECUK

In addition to the General Payments Terms above, the following provisions apply with respect to Payment Services you receive from ECUK. Within this section, “we” or “us” refers to ECUK. 

As between you and ECUK, these Payments Terms of Use incorporate by this reference the provisions of the User Agreement to the extent applicable to this agreement. In the event of any conflict between the User Agreement and these Payments Terms of Use, these Payments Terms of Use will govern.

Shopify 5. Payments Terms of Use

The Terms and Conditions described herein constitute a legal agreement (“Agreement” or “Shopify Payments Terms”) between you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity) (the “Merchant”, “you” or “your”) and Shopify Payments (USA) Inc., organized under the laws of Delaware with offices at 251 Little Falls Drive, Wilmington, Delaware 19808 (“Shopify”, “we”, “us”, or “our”).

A. The Shopify Payments Service

1. Our Role The Shopify Payments service (“Shopify Payments” or the “Payments Services”) is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. The Payments Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.Under the separate Shopify Platform Terms of Service (the “Shopify Platform Terms”), Shopify Inc. provides you with its online storefront, shopping cart, store management, marketing, and other services (collectively, the “Shopify Platform Services”). The Shopify Platform Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.Neither Shopify Inc. nor Shopify Payments (USA) Inc. is a bank, payment institution, or money services business, but are instead, respectively, a supplier of the Shopify Platform Services supplied under the Shopify Platform Terms and of the Payments Services under this Agreement.
2. The Processor The Processor is Stripe, Inc., organized under the laws of Delaware, which is a technical services provider and may offer the services as an agent of one or more financial institutions in United States (each, a “Financial Services Provider”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.Shopify is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). If applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”), as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.
3. Shop Pay Installments You may enable Shop Pay Installments through your merchant portal or through your use of Shop Pay Installments, and by accepting this Agreement, you accept and agree to be bound by the Shop Pay Installments Terms and the Merchant Agreement (Shop Pay Installments) with Affirm.
4. Your Role To utilize the Services, you must be a business located in United States.
5. The Payments Services Shopify hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Payments Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Payments Services or other intellectual property rights except the limited License of use set out above.You shall not: (i) permit any third party to access the Payments Services, including, but not limited to, your Shopify Admin on our website (the “Shopify Admin”), except as permitted herein, and to carry out Transactions; (ii) create derivate works based on the Payments Services; (iii) copy, frame or mirror any part of the content of the Payments Services, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; or, (v) access the Payments Services in order to build a competitive product or service.It is your responsibility to obtain your customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
6. POS Equipment If applicable, you may elect to purchase POS Equipment from Shopify that will allow you to accept CP Transactions and Keyed Transactions. POS hardware may be purchased on the Shopify hardware store located here: www.shopify.com/pos/hardware (the “POS Equipment Store”). POS software may be downloaded for iOS devices from the Apple App Store under the title “Shopify POS” or “Shopify”. Your use of the Shopify POS hardware and software is subject to the applicable sections of the Shopify Platform Terms of Service.
7. Payment Methods The Payments Services support most Payment Network Cards, including credit, debit, pre-paid, or gift cards. You assume sole and exclusive responsibility for the use of the Payments Services. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of customers and of the eligibility of a presented Card used to purchase your products and services, and Shopify does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back (see section D5 below). You are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. Shopify or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.
8. Customer Service Shopify will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Payments Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Shopify will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of Cards through the Payments Services.
9. Taxes You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payments Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Shopify retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Shopify deems such reporting necessary. You hereby indemnify and hold Shopify harmless from and against any and all liability related to Taxes and filings made by Shopify in respect thereof.You agree to receive all federal and state tax statements in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement is available by posting a notice in your Shopify Admin or emailing it to the email address listed in your Shopify Account. Specific instructions for access and download will be included.In the event you withdraw consent with the Shopify Platform Terms and/or these terms, you will receive all electronic tax-related statements for the duration of time the agreement was authorized.
10. Your Customers If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible Card. You will provide an informational slip or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.
11. Security We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss, or modification. Shopify cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
12. Data Security You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data”, and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Shopify with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
13. Audit Right If Shopify believes that a security breach, personal data breach, or other compromise of data may have occurred, Shopify may require you to have a third-party auditor that is approved by Shopify conduct a security audit of your systems and facilities and issue a report to be provided to Shopify and, at Shopify’s discretion, to the Processor, its Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.
14. Privacy Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, our Data Processing Addendum, and the Processor’s Privacy Policy. Our Privacy Policy and Data Processing Addendum are hereby incorporated into this Agreement. Shopify’s Privacy Policy and the Processor’s Privacy Policy contain important information about the collection, use, retention, and disclosure of personal information, as well as other important matters, and explains how and for what purposes we and the Processor collect, use, retain, disclose and safeguard the information you provide to us. You agree that Shopify’s Privacy Policy and the Processor’s Privacy Policy may be modified at Shopify’s or the Processor’s option, if necessary, and you will check each Privacy Policy on a regular basis. You also acknowledge that the Processor is required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard (“MATCH List”) maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules. Additionally, you agree that Shopify’s collection, use, retention, and disclosure of personal information is subject to our Data Processing Addendum.We will at all times comply with the provisions of applicable data protection law, including the EU General Data Protection Regulation (“GDPR”), as applicable. If we process any of your personal data when performing our obligations under this Agreement, we will do so as a “data controller”, as defined by the GDPR. If we process any Cardholder Data on your behalf, we and you both agree that it is our intention that you shall be the “data controller” and we shall be the “data processor” in relation to that data, as those terms are defined in the GDPR. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time. Additionally, you acknowledge that the Processor acts as a “data controller”, or as otherwise agreed between you and the Processor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.We will notify you (within a reasonable time frame) if we receive a request from a person to have access to, or to erase that person’s personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements, as permitted by the GDPR.We will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation), and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Cardholder Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.You consent to the exchange of your information between the account you have established through the Shopify Platform Services and the Payments Services established under this Agreement. Shopify will commingle such accounts and refers to them together in this Agreement as the “Shopify Payments Account”.Additionally, when you elect to use a third party sales channel integration made available through the Shopify Platform Services (e.g. choosing to sell your products on Facebook) your transactions on such third party sales channel (“Third Party Channel”) may be processed by Shopify Payments. Where Shopify Payments process transactions on your behalf on a Third Party Channel, you agree and consent to Shopify sharing or disclosing your data (including personal information) with the operator of the Third Party Channel in the context of a data breach or audit, if Shopify is required to do in connection with its performance of the Payments Services.Where a data subject is located in the U.K. or the European Economic Area that data subject’s personal data will be processed by Shopify International Limited, in accordance with our Privacy Policy. As part of providing the Payments Services, this personal data may be transferred to other regions, including to Canada and the United States. Additionally, in order to process, use, record, and disclose your personal information, information related to your business, and Data, we or our agents may transfer such information to and receive it from the Processor, its Financial Services Provider, or their respective agents and, in so doing, we may transmit or possess it outside of your jurisdiction.Additionally, in order to provide the Payments Services, we use a variety of third party “sub-processors” that fall into many broad categories—for example, we use sub-processors to help us: (i) protect you and Shopify from potentially risky transactions, security threats, or fraud; (ii) perform administrative tasks; (iii) deliver portions of the Payments Services (e.g., third parties that work with us to actually process credit card payments or conduct any shipping); (iv) develop and improve our products and the Payments Services; (v) generate analytics or other information relating to the Payments Services; and, (vi) build our technical infrastructure (e.g., using cloud storage providers or information security vendors). By using the Payments Services, you consent to our use of sub-processors, which is described in more detail in our Privacy Policy.
15. Privacy of Others You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the Payments Services. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Processor to collect, use, retain, and disclose any Cardholder Data that you provide to, or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means and to use that data to provide the Payments Services (e.g., to process Transactions and to screen for fraud or compliance purposes).Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Payments Services as described in our Privacy Policy. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we will collect and process their Cardholder Data in our supply of the Payments Services to you, and that in so doing we may transmit or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.If you receive information about others, including cardholders and other customers, through the use of the Payments Services, you must keep such information confidential and only use it in connection with the Payments Services or as otherwise permitted by the subject of such information.You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Cardholder Data to any third party other than in connection with processing a Transaction requested by your customer.
16. Restricted Use You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; (v) use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules; or, (vi) work around any of the technical limitations of the Payments Services or Shopify’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law.You further agree not to permit any third party to do any of the following: (i) access or attempt to access our systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (iii) permit any third party to use and benefit from the Payments Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Payments Services or Shopify’s checkout, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Payments Services, prevent access to or use of the Payments Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Payments Services except as expressly allowed under this section.
17. Suspicion of Unauthorized or Illegal Use We reserve the right to not provide the Payments Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Shopify or Processor agreement, or exposes you, Shopify, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Shopify Payments Account.
18. Payment Network Rules The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard and American Express are available on the Internet at the following links: Visa, MasterCard and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
19. Disclosures and Notices You agree that Shopify can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your Shopify Admin, emailing them to the email address listed in your Shopify Account, or mailing them to the address listed in your Shopify Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Shopify Admin or emailed to you, unless we receive notice that the email was not delivered.
20. Automatic Reminders We may use automated telephone dialing, text messaging systems, and email to provide messages to you about your Shopify Payments Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number that you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications even if information is communicated to an unintended recipient. You understand that when you receive such calls or electronic communications you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.

B. Getting a Payments Services Account

1. Registration The Payments Services are only made available to persons in United States that operate a business selling goods and services. You may not use the Payments Services for non-commercial, personal, family, or household purposes. To use Shopify Payments for your business, you are required to register for a Shopify Payments Account. When you register for a Shopify Payments Account, we will collect information such as your name (if you are a sole proprietor), your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners or principals.You may register as an individual (sole proprietor) or as a corporation or other legal entity. If you register as a corporation or other legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term “Merchant”, “you” or “your” will mean you, the natural person acting as a business, if you are a sole proprietor, or if you have registered as a corporation or other legal entity, it will mean that entity. You understand that by registering for a Shopify Payments Account, you are also registering for a Processor Account under the Processor Terms and that you are simultaneously providing your information to Shopify for the purpose of opening a Shopify Payments Account, and to the Processor for the purpose of establishing your Processor Account.
2. Company Descriptions and Site URL As part of your registration, you must provide the name under which you do business (which may be the business’ legal name or a “doing business name”) (e.g. MyStore Online Widgets) and a billing descriptor. These two fields and your site URL may appear in your customers’ credit or debit card statements. To avoid customer confusion and Transaction disputes it is important that you enter a description that clearly identifies your business. You hereby agree to indemnify us from any costs, liabilities, losses, or expenses from disputes due to your failure to do so.
3. Verification and Underwriting To verify your identity, we may require additional information, including your company registration number or business number, your HST, GST, or tax number, and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk, including, but not limited, to business invoices, reseller authorization or distributor information, a driver’s license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may ask you for your financial statements. We may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Shopify Payments Account and the Processor Account. You authorize us to retrieve additional information about you from third parties and other identification services. We reserve the right to hold funds in your Shopify Payments Account while awaiting the information requested above. Shopify may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Payments Services. We will notify you once your Shopify Payments Account has been either approved or deemed ineligible for use of the Payments Services.By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Shopify Payments Account.You agree that Shopify is permitted to contact and share information about you and your application (including whether you are approved or declined), your Shopify Payments Account, and the Processor Account with the Processor and other third parties in order to perform the Payments Services. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the Payments Services; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and, (iv) to conduct our and their risk management process.
4. Designated Country In registering for a Shopify Payments Account, you are obliged to identify the location from where you are operating the business that will use the Payments Services in United States. By registering for a Shopify Payments Account, you are confirming that you are either a legal resident of United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in United States. The Payments Services and Shopify Payments Account may only be used in United States. By accepting this Agreement, you confirm that you will satisfy these requirements.
5. Prohibited Businesses The following categories of businesses and business practices are prohibited from using the Payments Services (“Prohibited Businesses”). Prohibited Business categories may be imposed by law or through the Payment Network Rules, by Shopify or the requirements of the Processor’s Financial Services Providers. The types of businesses listed below are representative but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business or have questions about how these requirements apply to you, please contact us. We may add to or update the Prohibited Business list at any time.Financial and professional servicesInvestment and credit servicesSecurities brokers; mortgage consulting or debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instrumentsMoney and legal servicesFinancial institutions, money transmitters and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Stripe to hold client funds, collection or settlement amounts, disputed funds, etc.)Virtual currency or stored valueVirtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings; digital wallets, sale of stored value or credits maintained, accepted and issued by anyone other than the sellerIP Infringement, regulated or illegal products and servicesAdult content and servicesPornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating servicesCounterfeit or unauthorized goodsCounterfeit goods; unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exportedGamblingLotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraisingIntellectual property or proprietary rights infringementSales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Shopify intellectual property without express consent from Shopify; use of the Shopify name or logo, including use of Shopify trade or service marks inconsistent with the Shopify Trademark Usage Guidelines, or in a manner that otherwise harms Shopify or the Shopify brand; any action that implies an untrue endorsement by or affiliation with ShopifyRegulated or illegal products or servicesCannabis dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-only products including card-not-present pharmaceuticals; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directedSanctionsUse of the Payments Services or use of Shopify Payments in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any person/entity on government sanctions listsProducts or services that are otherwise prohibited by law or our financial partnersAggregationEngaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitationDrug paraphernaliaAny equipment designed for making or using drugs, such as bongs, vaporizers, and hookahsHigh risk businessesBankruptcy lawyers; remote technical support; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies; any business or organization that a. engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristicMulti-level marketingPyramid schemes network marketing and referral marketing programsPseudo pharmaceuticalsNutraceuticals, pseudo-pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory bodySocial media activitySale of Twitter followers, Facebook likes, YouTube views, Instagram followers, and other forms of social media activitySubstances designed to mimic illegal drugsSale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)Use of Shopify Payments in a manner inconsistent with its intended use or as expressly prohibited in the Processor TermsUse of Shopify Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or serviceVideo game or virtual world creditsSale of in-game currency unless the merchant is the operator of the virtual worldUnfair, predatory, or deceptive practicesGet rich quick schemesInvestment opportunities or other services that promise high rewardsMug shot publication or pay-to-remove sitesPlatforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harmNo-value-added servicesSale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

C. Processing Card Transactions and Receiving Your Funds

1. Shopify Payments Fees You agree to pay the fees for processing that are set out in your Shopify Admin, which are incorporated herein by reference (the “Processing Fees”). Processing Fees shall be collected from you by the Processor on our behalf in accordance with the terms of the Stripe Connected Account Agreement.If applicable, fees for POS Equipment are posted here: www.shopify.com/pos/hardware and here: www.shopify.com/pricing (the “POS Equipment Fees”). At our discretion, POS Equipment Fees will be collected on our behalf by the Processor pursuant to the Processor Terms or by such other means as we may prescribe from time to time.Fees for Shopify Platform Services are collected by Shopify pursuant to the Shopify Platform Terms of Service (the “Shopify Platform Services Fees”). Processing Fees, Equipment Fees, and Shopify Platform Services Fees shall be referred to herein collectively as the “Fees”.You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including, without limitation, any value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Payments Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.We reserve the right to change the Fees at any time, subject to a thirty (30) day notice period to you in accordance with Section A19. If you continue to use the Payments Services and the Processor Services for such thirty (30) days, then you are deemed to have accepted the change in Fees contemplated by such notice.In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Payments Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.
2. Security Interest As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms), and any other bank accounts associated with your Shopify Payments Account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.
3. Our Collection Rights To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as that term is defined below) or from funds payable to you arising from the settlement of Transactions. Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your Shopify Payments Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.Further, we may deduct, or request that the Processor deduct, from any accounts associated with your Shopify Payments Account, including the Processor Account and the Reserve Account, any amounts that you owe to us under this Agreement or any other agreement you have entered into with us or our affiliates.Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees and other third-party charges.You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Shopify by you. Such communication may be made by Shopify or by anyone on its behalf, including, but not limited to, a third-party collection agent.
4. Reserves Funds held in reserves are amounts of money set aside to cover chargebacks, refunds, or other payment obligations under this Agreement (the “Reserve Account”). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time, for any reason, based on your payment processing history or as requested by our payment processors.We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for Transactions submitted to the Payments Services; or, (ii) amounts available in your bank account by means of ACH debit to your Shopify Payments Account; or, (iii) other sources of funds associated with your Shopify Payments Account; or, (iv) requesting that you provide funds to us for deposit to the Reserve Account. In accordance with the Processor Terms you authorize us to debit your bank account without separate notice, and according to the applicable User Bank Account Debit Authorization (as defined in the Processor Terms), to collect amounts you owe under this Agreement.You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) you have no right to direct that account; (iii) you have no legal interest in those funds or that account; and, (iv) you may not assign any interest in those funds or that account.
5. Contesting Chargebacks You or Shopify may elect to contest chargebacks assessed to your account. Shopify may provide you with assistance, including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.You grant us permission to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed.If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in this Agreement.We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.

D. Termination and Other General Legal Terms

1. Term The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Payments Services or until terminated by you or by Shopify.
2. Termination You may terminate this Agreement by closing your Shopify Payments Account at any time by following the instructions in your Shopify Admin. We may terminate this Agreement and close your Shopify Payments Account at any time, for any reason, upon notice to you in accordance with Section A19 above. We may suspend your Shopify Payments Account and your access to the Payments Services and any rights in respect of your Shopify Payments Account, or terminate this Agreement, at any time, for any reason, including if: (i) we determine that you may be ineligible for the Payments Services because of the risk associated with your Shopify Payments Account, including, without limitation, significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or, (iii) upon request of the Payment Network, the Processor, or a Card issuer. Termination of the Processor Terms may, at the discretion of Shopify, result in a termination of this Agreement. Termination of this Agreement shall entitle Shopify to cause the Processor to terminate the Processor Terms.If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with the Shopify Payments Account. Upon your acceptance of the terms of service of such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
3. Effects of Termination Upon termination and closing of your Shopify Payments Account, we will immediately discontinue your access to the Payments Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Payments Services. You will not be refunded the remainder of any Fees that you have paid for the Payments Services if your access to or use of the Payments Services is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).Termination does not relieve you of your obligations as defined in this Agreement, and the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.Termination of this Agreement will not necessarily terminate your Shopify Platform Terms, unless Shopify determines otherwise.Upon termination you agree: (i) to immediately cease your use of the Payments Services; (ii) to discontinue use of any Shopify or Processor trademarks and to immediately remove any Shopify or Processor references and logos from your website and/or physical location, if applicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Payments Services, or any termination or suspension of the Payments Services, or deletion of your information or account data; and, (vi) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Payments Services prior to termination.
4. Ownership The Payments Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Payments Services are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in the Payments Services and all copies of the Payments Services. This Agreement does not grant you any rights to our trademarks or service marks.For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.You may choose to, or we may invite you to submit comments or ideas about the Payments Services, including, without limitation, about how to improve the Payments Services or our products (“Ideas”). By submitting any Idea you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
5. Your Liability and Indemnification Concerning Liabilities Nothing in this Agreement shall serve to diminish your liability under the Processor Terms or Shopify Platform Terms. You are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and Shopify Platform Terms.Shopify has agreed to indemnify and hold the Processor harmless for some, and, in some cases, all of your liabilities occurring under the Processor Terms, including, but not limited to, disputes (including, but not limited to, chargebacks), refunds, reversals, returns and fines (as such terms are defined in the Processor Terms). Insofar as Shopify becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, the Payments Services, the Payment Processing services, or the Payment Network Rules, you agree to indemnify and hold Shopify harmless from and against any and all such liabilities.Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement.You agree to indemnify and defend Shopify, our affiliates, and their respective employees, agents and service providers (each, a “Shopify Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Shopify Entity, and you agree to fully reimburse the Shopify Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of the Payments Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or, (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Processor or any Payment Network.We will have the final decision-making authority with respect to Claims, including, without limitation, claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to us.If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
6. Your Representations, Warranties and Covenants You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Payments Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide sale by you; (ii) any Transaction submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (iii) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through the Payments Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use the Payments Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Payments Services; and, (vii) any information you provide to us will be accurate and complete.
7. NO WARRANTIES THE PAYMENTS SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE PAYMENTS SERVICES IS AT YOUR OWN RISK.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PAYMENTS SERVICES OR FROM: (I) SHOPIFY; (II) THE PROCESSOR, SUPPLIERS OR LICENSORS OF SHOPIFY OR THE PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE PAYMENTS SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PAYMENTS SERVICES IS ACCURATE, RELIABLE OR CORRECT; (II) THE PAYMENTS SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE PAYMENTS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) THE PAYMENTS SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR, (VI) THE PAYMENTS SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYMENTS SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PAYMENTS SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER SHOPIFY, THE PROCESSOR, NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
8. Limitation of Liability and Damages IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE PAYMENTS SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PAYMENTS SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PAYMENTS SERVICES OR YOUR SHOPIFY PAYMENTS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PAYMENTS SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE PAYMENTS SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PAYMENTS SERVICES; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYMENTS SERVICES; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PAYMENTS SERVICES; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SHOPIFY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SHOPIFY OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.The Payments Services are controlled and operated from facilities in Canada and the United States. We make no representations that the Payments Services are appropriate or available for use in other locations. Those who access or use the Payments Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, Canada, foreign and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Payments Services if you are a resident of a sanctioned country embargoed by the United States, Canada, or the European Union, or are a foreign person or entity blocked or denied by the governments of the United States, Canada or the European Union.
9. Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous You agree that any disputes arising out of or relating to this Agreement or the Payments Services shall be resolved in accordance with this Section D9.This Agreement is governed by the laws of Delaware except for any security interest created pursuant to Section C2 above, which will be governed by and construed in accordance with the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in Delaware.Shopify may, or may direct the Processor to respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Processor or any applicable Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
10. Right to Amend We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payments Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice in your Shopify Admin, or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Payments Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
11. Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
12. Change of Business You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name, or the manner in which you accept payment. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five percent (25%) or more of your total assets, or any change in the control or ownership of your or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of your total assets.You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under the applicable Payment Network Rules or law.
13. Parties This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns.
14. Third-Party Services and Links to Other Web Sites You may be offered services, products, and promotions provided by third parties and not by us. If you decide to use these third-party services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Shopify website may contain links to third-party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. You agree that your access to any such website is at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.
15. Force Majeure No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections C1 or D5, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.
16. Entire Agreement and Remedies These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Shopify with respect to the provision of the Payments Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Shopify or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Shopify and our vendors and suppliers and sets forth your exclusive remedies with respect to the Payments Services and your access and use of the Payments Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent, and in addition to every other right.This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.
17. Survival In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A7 Payment Methods; A9 Taxes; A11 Security; A12 Data Security; A13 Audit Right; A14 Privacy; A15 Privacy of Others; A16 Restricted Use; A17 Suspicion of Unauthorized or Illegal Use; A18 Payment Network Rules; A19 Disclosures and Notices; A20 Automatic Reminders; Section C Processing Card Transactions and Receiving Your Funds; in its entirety; and, Section D Termination and Other General Legal Terms in its entirety.

Amazon Payments Terms of Use

Amazon Payments, Inc. Customer Agreement

Updated August 8, 2017

By registering for one or more accounts or using the products and services (collectively, the “Service”) provided by Amazon Payments, Inc. (“we” “us” or “our”), the applicant (if registering as an individual) or the business employing the applicant (if registering as a business) (“you” or “your”) accepts this agreement (the “Agreement”). You may not use or access the Service unless you agree to this Agreement.

General Terms

1. Application; Policies and Specific Terms; Precedence

1.1 Application of Agreement. This Agreement applies whether (a) you access the Service using any service, website or application (collectively, “Application“) of a third party or one owned or controlled by us or any entity controlled by, in control of, or under common control with us (an “Affiliate“), or (b) you make or accept payments or you initiate payments on behalf of other customers through an Application.

1.2 Agreement Structure. This Agreement incorporates, and you accept and agree to, the following: (a) Section 1 through Section 11 of these terms (the “General Terms“), (b) the policies, notices, procedures, Specifications (described below), FAQs, guides, and guidelines that are provided or made available to you, appear on our website located at www.amazonpayments.com (such site, and any successor site, the “Site“), the websites for sellers located at https://sellercentral.amazon.com/ (such site, and any successor site, “Seller Central“), or the website for the MWS located at http://developer.amazonservices.com/ (such site, and any successor site, the “MWS Site”), or are referenced in this Agreement (collectively, the “Policies“), and (c) the specific account terms that apply to the accounts available through the Service (the “Specific Terms“).

1.3 Precedence. In the event of any conflicts between the Policies and these General Terms or the Specific Terms, the General Terms or Specific Terms will prevail unless a Policy expressly states that it supersedes the General Terms or the Specific Terms. In the event of any conflict between the General Terms and the Specific Terms, the Specific Terms will prevail.

1.4 Amendment. We may modify this Agreement, the Specifications, the Policies, the Amazon Payments Materials (described below), or the Service at any time. We will post any modification to this Agreement to the Site. Except as specified in the Specific Terms, the modification will become effective upon the earlier of posting it to our Site or otherwise communicating it to you, and you will be deemed to accept the modification if you use the Site or the Service after it has been posted. If you do not accept a change to this Agreement, the Specifications, the Amazon Payments Materials, or the Service, your sole remedy is to contact us and close your account. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in a writing signed by us.

2. Registration

2.1 Eligibility. To use the Service, (a) you must have a valid e-mail address and create a payment account with us (a “Payment Account“) by providing complete and accurate registration information, (b) if the applicant is registering as an individual, the applicant must be at least 18 years old, or if the applicant is registering on behalf of a business, the applicant must be duly authorized to enter into this Agreement on behalf of the business, and (c) you must be (i) a permanent U.S. resident (which does not include holders of U.S. visas), (ii) a U.S. citizen, or (iii) a business entity authorized to do business and having a physical presence in the United States. However, you may open a Personal Account with limited functionality even if you are not a permanent U.S. resident (which does not include holders of U.S. visas) or a U.S. citizen. We may refuse at any time and for any reason to provide the Service to anyone.

2.2 Creating Accounts. Your Payment Account is linked to your Amazon Account (described below). To create a new Payment Account, you must register using your existing Amazon Account or complete the registration process for new users by entering all required information. If you register using your Amazon Account, the information in your Amazon Account will be used to complete the registration information for your Payment Account. You may be required to provide additional information. If you do not have an existing Amazon Account when you register for the Service, a new Amazon Account will be automatically and concurrently established in your name with the same e-mail address and password you provide to us. An “Amazon Account” is any customer account (a) that you have established with certain websites owned or controlled by Affiliates of Amazon.com, Inc. or operated by Affiliates of Amazon.com, Inc. on behalf of third parties (the “Amazon Network Sites“), and (b) whose username, password, or other login credentials permit access to the Amazon Network Sites.

2.3 Verification. We may at any time require you to provide information to verify your identity before we permit you to access some or all of the features of the Service. That information may include without limitation your social security number or employer identification number, a valid U.S. credit card, a valid checking, savings or other ACH-enabled bank account at a financial institution in the United States that has been verified by the process outlined on our Site (your “Bank Account“), or other financial, business or personal information. We may make, directly or through third parties, inquiries to validate information that you provide to us. You authorize us to obtain from time to time one or more of your consumer credit reports to establish, update, or renew your Payment Account with us or in the event of a dispute relating to this Agreement or the activity under your Payment Account. You are solely responsible for taking appropriate steps to verify the identity of other users of the Service with whom you transact. You must update all Payment Account information promptly upon any change.

2.4 Your E-mail Address. Your e-mail address and a password that you select will be used to access the Site, Seller Central and the MWS Site (as applicable), as well as for communications with you (as further described in Section 11.1). You may be required to verify your e-mail address depending on features of the Service that you would like to use. You also may be prompted to answer several security questions or be issued access keys or credentials that may be used to enable access to the Service and authorize transactions. Your password and access keys or credentials are your “Credentials.” You are responsible for maintaining the secrecy and security of your Credentials and for any use of or action taken under your Credentials. You should not disclose your Credentials to any third party (other than third parties authorized by you to use your account). If your Credentials are compromised, you must change your Credentials immediately and notify us immediately.

3. Your Payment Account

3.1 Account Types. Three types of Payment Accounts are available through the Service: Personal Accounts, Business Accounts, and Seller Accounts. Specific Terms applicable to each of these Payment Accounts are provided in addition to these General Terms.

3.2 Account Balances. If you are a permanent U.S. resident (which does not include holders of U.S. visas), a U.S. citizen, or a business entity authorized to do business and having a physical presence in the United States, you may hold monetary balances in your Payment Account (your “Balance“) subject to the terms of this Agreement. You are not required to maintain a Balance to use the Service. When you carry a Balance, you appoint us as your agent with respect to your Balance. Your Balance is not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, we may combine your Balance with the funds of other users of the Service (or of similar services we offer), invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on your Balance. To the extent required by applicable laws, we will not use any funds held on your behalf for our corporate purposes, will not voluntarily make such funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach your Balance.

3.3 Reserve. We may require that you maintain a minimum balance in your Payment Account or establish a separate reserve account (a “Reserve“) to secure the performance of your payment obligations under this Agreement. The Reserve will be in an amount we determine to cover our risk from providing the Service to you (including without limitation anticipated Chargebacks or credit risk) or the amount designated by our Processor (described below). The Reserve may be established upon your initial use of the Service and may be raised, lowered or removed from time to time. You agree that we may fund the Reserve from your Balance, funds sent by you upon our request, or funds due to you under this Agreement. You grant us a security interest in and lien on all funds held in any Reserve, and you also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us, our Affiliates, or other customers. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

3.4 Account Limits; Availability of Funds. Your Payment Account may be subject to certain limits, which may affect your ability to make or receive payments or to withdraw funds. Any limits may be modified at any time. These limits may be affected by several factors, including without limitation our assessment of the risk associated with your Payment Account, the amount of pending or potential Chargebacks, the information you provide, our ability to verify your account information, and requirements of law. In addition to account limits, we may restrict transactions to or from your Payments Account or limit access to funds in your Payment Account in an amount and for a period of time we deem necessary to protect us or other users including without limitation if (a) we are subject to financial risk, (b) you have violated any term of this Agreement, (c) you have pending Chargebacks or we believe you may have Chargebacks, (d) any dispute exists involving your Payment Account or transaction conducted in connection with your Payment Account, (e) needed to protect the security of our systems, or (f) required by law or court order or if otherwise requested by law enforcement or any governmental entity. We may inspect your Payment Account for any reason.

3.5 Buyer Dispute Program. When you sell goods or services using our Service, you will cooperate with us to resolve complaints submitted through our Buyer Dispute Program. You will respond to our inquiries and deliver to us any information requested by us regarding any disputed sales transactions within 5 business days of our request. The Buyer Dispute Program includes our “A-to-z Guarantee,” which applies only to claims involving the sale of physical goods. If we receive a claim under the A-to-z Guarantee (or any substantially consistent offer) concerning one of your transactions, you will deliver to us within 5 business days with respect to the transaction: (a) proof of delivery of the goods, (b) the transaction identification number, (c) a description of the goods, (d) a copy of the receipt provided to the buyer, and (e) any other information or documents related to the transaction that we reasonably request, including without limitation evidence that the transaction was authorized. If the claim is not caused by Card (described below) fraud for which we are responsible under the Specific Terms or our failure to make the applicable transaction information available as it was received by us, or if you fail to comply with the immediately preceding sentence, then you owe us the amount of the customer purchase (including without limitation the purchase price, all associated shipping and handling charges and all taxes) and all Network (described below), bank or other payment processing, re-presentment and other fees associated with the original purchase and any Chargeback or refund. If you (as a buyer or seller) are involved in a dispute with another user involving the sale of physical goods under our A-to-z Guarantee, you release us (and our agents and employees) from any and all claims, demands, and damages (actual and consequential) in any way connected with the dispute and the transaction.

3.6 Account History. When a deposit, payment, or withdrawal is authorized to or from your Payment Account, we will update your account activity on the Site, Seller Central or the MWS Site (as applicable) and provide you a transaction confirmation. The confirmation will serve as your receipt. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Payment Account and your use of the Service and (b) reconciling and monitoring all payment activity to and from your Payment Account and all transactional information associated with your Payment Account.

3.7 Unauthorized Account Activity. If you believe that there is an error or unauthorized transaction or activity associated with your Payment Account, you should contact us immediately.

3.8 Compliance with Law and Specifications. You will at all times adhere to all law applicable to your use of the Service. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party. Please review our Acceptable Use Policy for a list of prohibited activities. You will comply with any technical and operational specifications provided or made available by us from time to time with respect to the Service (the “Specifications“).

3.9 Dormant Accounts. If there is no activity (as determined by us) in your Payment Account for the period of time set forth in the applicable unclaimed property laws and you have a Balance or funds due to you in connection with your Seller Account (“Seller Account Funds“), we will notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Payment Account open and maintaining the Balance or Seller Account Funds or using the Balance or Seller Account Funds as permitted by this Agreement. We may also provide notice via U.S. mail. If you do not respond to our notice(s) within the time period specified in the notice(s), we will automatically close your Payment Account and send your Balance or Seller Account Funds to your state of residency, as determined from your primary address. If your address is unknown or registered in a foreign country, your funds will be sent to the state of Delaware.

4. Your Payment Transactions

4.1 Our Role. Except for our limited role in processing payments that you authorize or initiate, we are not involved in any underlying transaction between you, any other user, or any service providers enrolled in the Amazon Flexible Payments Service (“Provider“). We are not a bank and do not offer banking services. We may use the services of one or more third parties to provide the Service and process your transactions (each a “Processor“). Except for qualifying transactions under our Payment Protection Policy described in the Specific Terms for Seller Accounts and Business Accounts, we do not guarantee payment on behalf of any user. We are not a selling agent in connection with any sale or purchase by you of goods or services to any person. We have no control over the quality, fitness, safety, reliability, legality, or any other aspect of any good or service that you may purchase or sell using the Service or any Provider’s Application that you may use to access the Service.

4.2 Your Authorization. You authorize us to hold, receive and disburse funds in accordance with your payment instructions, whether provided to us directly or through a Provider’s Application, and whether to us in our own capacity or in our capacity as payment processor acting on behalf of sellers of goods or services and other third parties that have appointed us as agent for the limited purpose of receiving payments. Your authorization permits us (a) to debit or credit your Balance, a Bank Account, any credit card, debit card, or other payment cards that we accept (“Cards“), or any other payment method we accept, or (b) to process payment transactions that you authorize by generating a paper draft or an electronic funds transfer. When you instruct us to pay a user, you authorize and order us to commit your payment (less any applicable fees or other amounts we may collect under this Agreement) to that user. We may limit the recipient’s ability to use or withdraw the committed funds for a period of time we have agreed with the recipient. Your authorizations will remain in full force and effect while you maintain your Payment Account with us and for any Bank Account.

4.3 Transaction Limits. We may delay, suspend or reject a transaction for any Payment Account for any reason, including without limitation if we suspect the transaction subjects us to financial or security risk or is unauthorized, fraudulent, suspicious, unlawful, in violation of the terms of this Agreement, subject to dispute (including without limitation a dispute under our Buyer Dispute Program) or Chargeback, or otherwise unusual.

4.4 Chargebacks. The amount of a transaction may be charged back or reversed to your Payment Account (a “Chargeback“) if the transaction (a) is disputed by the sender, (b) is reversed for any reason, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement. You owe us and will immediately pay us the amount of any Chargeback and any associated fees, fines, or penalties listed in the Fee Schedule or assessed by our Processor, processing financial institutions, or MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies (“Networks“). You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. For Chargebacks associated with Cards, we will work with you to contest the Chargeback with the Network or issuing banks should you choose to contest the Chargeback. We will request necessary information from you to contest the Chargeback. Your failure to timely assist us in investigating a transaction, including without limitation providing necessary documentation within 11 days of our request, may result in an irreversible Chargeback.

4.5 Receiving Payments. Subject to this Agreement, we will deposit to your Payment Account the amounts actually received by us for transactions submitted through the Service (less any applicable fees or other amounts we may collect under this Agreement). Unless we, in our sole discretion, elect to deposit funds earlier, funds for any given transaction will not be deposited until we have received or sent the funds and we or the designated financial institutions have accepted the transaction or funds.

5. Payment Terms

5.1 Our Fees. You agree to pay the applicable fees listed on our Fee Schedule (“Fees“) whenever you use our Service. We reserve the right to change our Fees at any time, including without limitation if we determine you are incurring excessive Chargebacks. All Balances and all fees, charges, and payments collected or paid through the Service are denominated in U.S. currency. All Fees are charged at the time we process a transaction.

5.2 Set-off and Collection Rights. Without limiting our other rights, we may set-off or deduct any amount you owe us or our Affiliates from your Balance, any proceeds due to you, your Bank Account, and/or other payment instrument registered with us. If we are unable or do not wish in our sole discretion to set-off any amount you owe us or our Affiliates, you will immediately pay us, upon demand, such amount. You also agree to pay all costs and expenses associated with collection in addition to the amount collected, including without limitation any applicable interest, attorneys’ fees, court costs, collection agency fees, and other legal expenses.

5.3 Processing Errors. If there is an error in the processing of any transaction, you authorize us to debit or credit your Payment Account or Bank Account, as applicable, to correct such error. If we are unable to debit the Bank Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other Bank Account or payment instrument that you have on file with us.

5.4 Taxes. You are responsible for determining any and all taxes and duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of the Service, your use of the Site, Seller Central or the MWS Site, the sale or purchase of any products or services for a transaction, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes“). You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We may provide you a means for you to determine and apply taxes to your transactions, but we and our Affiliates are not obligated to determine whether taxes apply and are not responsible for calculating, collecting, reporting, or remitting any taxes to any tax authority arising from any transaction. Information about you and your transactions using the Service may be reported to the Internal Revenue Service (“IRS”) as provided in our policy on IRS Reporting Regulations on Third-Party Payment Transactions.

6. Term and Termination

6.1 Your Rights. Unless otherwise agreed in writing by you, you may terminate this Agreement by closing your Payment Account at any time. You may not close your Payment Account as a means of evading withdrawal restrictions.

6.2 Suspension or Termination by Us. We may suspend this Agreement or terminate this Agreement and close your Payment Account for any reason at any time upon notice to you.

6.3 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages of any kind in connection with any termination or suspension of the Service. Upon termination of this Agreement for any reason: (a) we may elect to cancel any pending transactions, (b) you will remain liable for all fees, charges, and other payment obligations that have been incurred through the date of termination, (c) subject to the terms of this Agreement, any funds that we are holding in custody for you at the time of termination, less any amounts you owe us, may be withdrawn if all withdrawal-related authentication requirements have been fulfilled, (d) all license or other rights granted to either party under this Agreement will immediately terminate, (e) you will return or destroy and cease use of all Amazon Payments Materials and Trademarks (described below), and (f) your access to the Site, Seller Central and the MWS Site will be terminated, and we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documents or other information in connection with your Payment Account or the Service. In addition to any payment obligations under this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 3.3 (with respect to any existing Reserve), 3.4, 3.9, 4.4, 5.2, 5.3, 5.4, 6.3, 7, 8.3, 9.2, 10, 11, and, as applicable, P6, B11, S8 and M5.

7. Privacy and Confidentiality

7.1 Limits on Your Use of Information. In connection with the Service, you agree not to ask for or require any user to provide any Card, bank account, or other information related to a payment method. To facilitate the transactions between our users, you may have access to certain personal information, including without limitation names of customers or recipients, e-mail addresses, telephone numbers, shipping addresses and other personally identifiable information of users (collectively, “Personal Information“). You will not, and will cause your affiliates not to, directly or indirectly: (a) use any Personal Information in any way inconsistent with your privacy policy or applicable law, (b) contact a person that has ordered your goods or services to influence the person to use an alternative payment method for a transaction that has been submitted through the Service, (c) disparage us, our Affiliates, or any of their or our respective products or services, (d) use any Personal Information in connection with any telemarketing (or similar) campaign, or (e) target communications of any kind on the basis of the intended recipient being a user of our Service or customer of ours or our Affiliates. Subject to the foregoing, you may disclose and use Personal Information as necessary to complete the transaction, to provide customer service and for marketing purposes, provided that you post and maintain a privacy policy outlining your handling and use of Personal Information that complies with applicable law, and you provide customers the opportunity to opt-out or opt-in (as required by applicable law) of receiving any marketing communications (whether by you or any third party other than us and our Affiliates). You may disclose Personal Information to a third party only if you do not identify any user (or group of users) as a user of the Service or customer of ours or our affiliates and you ensure that every recipient uses the information only for the purposes for which it was disclosed and complies with the restrictions applicable to you related to that information (including without limitation under this Agreement and your privacy policy). You are liable to us for any misuse or breach of such restrictions by such recipient. The terms of this Section 7.1 do not prevent you from using information that you collect independently from the Service or information that you acquire without reference to Personal Information for any purpose, even if such information is identical to Personal Information; provided that, you may not target communications of any kind on the basis of the intended recipient being a user of our Service or customer of ours or our Affiliates.

7.2 Confidential Information. You may receive information relating to us or our Affiliates or to the Service that is not known to the general public (“Confidential Information“). You agree that: (a) all Confidential Information will remain our exclusive property, (b) you will use Confidential Information only as is reasonably necessary for your participation in the Service, and (c) you will not otherwise disclose Confidential Information to any other person.

8. License

8.1 Amazon Payments Materials.

8.1.1 Limited Use. During the term of this Agreement, you may use the Service and the Amazon Payments Materials only for your internal purposes and solely to the extent necessary for your permitted use of the Service.

8.1.2 Restrictions. You may not, and may not attempt to, directly or indirectly: (a) transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute or grant rights to any person or entity in the Service or the Amazon Payments Materials, (b) remove, obscure, or alter any notice of any Trademark, or other intellectual property or proprietary right appearing on or contained within the Service or on any Amazon Payments Materials, (c) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Amazon Payments Materials; provided that, the foregoing shall not prevent you from making derivatives of software that is designated by us as “sample code” or is otherwise made available by us on the Site in accordance with separate license terms accompanying such software expressly permitting the creation of derivatives, or (d) reverse engineer, disassemble, or decompile the Amazon Payments Materials or the Service or apply any other process or procedure to derive the source code of any software included in the Amazon Payments Materials or as part of the Service. All rights granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service you have used.

8.1.3 Suggestions. If you provide any suggested improvements to the Service Offerings (“Suggestions“) to us to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.

8.1.4 Definition. “Amazon Payments Materials” include any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including without limitation the Specifications, the MWS Materials, the MWS Specifications and any integration guides) developed and provided by or made available by us or our Affiliates to you in connection with the Service. Amazon Payments Materials do not include any software, data or other materials specifically made available by us or our Affiliates under separate license terms or that were created by a third party, including without limitation software provided under an open source license.

8.2 Trademarks. “Amazon Payments”, “Pay with Amazon”, “Amazon Pay”, “Amazon Pay Places”, the “a” Design, and other related designs, graphics, logos, page headers, button icons, scripts, and service names that we provide in connection with your use of the Service are trademarks, registered trademarks, or trade dress of Amazon.com, Inc. or its Affiliates in the U.S. and/or other countries (collectively, “Trademarks“). You may use the Trademarks only as expressly permitted herein. All other trademarks not owned by us that appear on the Site, Seller Central, the MWS Site, or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

8.3 Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we and our Affiliates reserve all right, title and interest (including without limitation all intellectual property and proprietary rights) in and to the Service, the Amazon Payments Materials, the Trademarks, and any other technology, software and intellectual property that we provide, make available or use to provide the Service, the Site, Seller Central, the MWS Site, or the Amazon Payments Materials. We also reserve the right to determine and control all aspects (including all functionality) of the Service, the Site, and the Amazon Payments Materials as well as the right to re-design, modify and remove any or all aspects of them. Except for the limited use and access rights and licenses described in this Agreement, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Site, Seller Central, the MWS Site, the Amazon Payments Materials, the Trademarks, or such other technology, software, or intellectual property provided or made available by us or our Affiliates.

8.4 Press Releases. You must not issue any press release or make any public statement related to the Service, or except as expressly provided in this Agreement, use our or any of our Affiliates’ names or Trademarks in any way without our prior written permission, or misrepresent or embellish your relationship with us or our Affiliates in any way.

9. Representations and Warranties

9.1 By You. You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement and grant the rights, licenses, and authorizations you grant under this Agreement, (b) the name identified by you when you registered is your name or business name under which you sell goods and services, (c) you will use the Service only to transact on your own account and not on behalf of any other person or entity, (d) you will fulfill all of your obligations to each user for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser and, if applicable, the Buyer Dispute Program, (e) you and all transactions initiated by you will comply with all law applicable to you, and (f) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

9.2 Disclaimer. The Site, Seller Central, the MWS Site, the Amazon Payments Materials and the Service are provided on an “as-is” basis. To the fullest extent permitted by applicable law, we and our Affiliates disclaim, and make no, representations or warranties of any kind, express or implied, regarding the Site, Seller Central, the MWS Site, the Amazon Payments Materials, the Service, or any Application, including without limitation (a) any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title or non-infringement, (b) that the Site, Seller Central, the MWS Site, the Amazon Payments Materials, the Service, or any Application will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error or will contain any particular features or functionality, or (c) any implied warranty arising from course of dealing or trade usage.

10. Limitation of Liability

10.1 No Indirect or Consequential Damages. To the fullest extent permitted by applicable law, we and our Affiliates (and our and their respective employees, directors, agents, and representatives) will not be liable for any indirect, incidental, punitive, or consequential damages arising out of or in connection with this Agreement, the Site, Seller Central, the MWS Site, the Amazon Payments Materials, the Service (including without limitation the inability to use the Service), or any Application using our Service.

10.2 No Liability for Transactions or Delays. In addition, and without limiting the foregoing, to the fullest extent permitted by applicable law, we and our Affiliates (and our and their respective employees, directors, agents and representatives) will not be liable for (a) any damages arising out of or in connection with any services, products, purchases, or transactions entered into through the Service, or (b) delay by us or our Affiliates (or our or their respective employees, directors, agents, and representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

10.3 Limited Aggregate Liability. In addition, and without limiting the foregoing, to the fullest extent permitted by applicable law, in no event will the aggregate liability of us or our Affiliates (and our and their respective employees, directors, agents and representatives) arising out of or in connection with this Agreement or the transactions contemplated hereby, whether in contract, tort (including negligence, product liability, or other theory), warranty, or otherwise, exceed the amount of fees earned by us in connection with your use of the Service during the three-month period immediately preceding the event giving rise to the claim for liability.

10.4 Maximum Effect. The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our and our Affiliates’ (and our and their respective employees, directors, agents and representatives) liability is limited to the greatest extent permitted by law.

11. General Provisions

11.1 Electronic Notices and Your Consent. We primarily communicate with you via, as applicable, the Site, Seller Central, the MWS Site, and the e-mail address we have on file for you. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your “Consent“). You agree that we may provide all communications and transactions related to the Service and your Payment Account, including without limitation agreements related to the Service, amendments or changes to such agreements, or any Policies, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, and other customer communications that we may be required to provide to you by law (collectively, “Communications“) in electronic format. Communications may be posted to the Site, Seller Central or the MWS Site, or sent by e-mail to the address we have on file for you, and all such Communications will be deemed to be in “writing” and received by you when sent to you or published on the Site, Seller Central or the MWS Site. You are responsible for printing, storing, and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. For notices made by you to us under the MWS Terms and for questions regarding the MWS Terms, the MWS, or MWS Materials, you may also contact us through the MWS Site or via the MWS Contact Address. We reserve the right to discontinue or modify how we provide Communications. We will give you prior notice of any change. Your continued Consent is required to use your Payment Account. To withdraw your Consent, you will need to close your Payment Account.

11.1.1 Requirements. To access, view, and retain Communications, you must have a computer with a JavaScript enabled Internet browser that supports 128-bit encryption (such as Microsoft Internet Explorer v7 or later) and access to a personal, valid e-mail address. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.

11.1.2 Updating Your Information. It is your responsibility to ensure that your e-mail address is accurate and remains current. To ensure that we are able to provide you with important Communications, you must update us with any change in your e-mail address. The scope of this Consent applies to the e-mail address that we currently have on file for you.

11.1.3 Requesting Paper Copies. Communications will not be distributed in paper unless you contact us and request a paper version of a particular document. We reserve the right to charge you a handling fee for any notices that we physically mail to you at your request or because your e-mail address fails.

11.2 Governing Law; Venue. The Service, the Site, Seller Central and the MWS Site are arranged, sponsored, and managed by us and our Affiliates in the state of Washington, USA. By visiting the Site, Seller Central or the MWS Site, or using the Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us or any of our Affiliates.

11.3 Disputes. Any dispute or claim relating in any way to the Service, to your visit to the Site, Seller Central or the MWS Site, or to products or services sold or distributed by us or through the Site, Seller Central or the MWS Site (including without limitation the Service) will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You and we also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

11.4 Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.

11.5 No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement.

11.6 No Agency. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you, us or our Affiliates. Further, except as expressly provided for the limited purpose of processing payments in accordance with the Specific Terms for Business Accounts and Seller Accounts: (a) neither party shall be deemed to be an agent or representative of the other by virtue of this Agreement, (b) neither party is authorized to, or will attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of the other party, and (c) without limiting the generality of the foregoing, neither party will enter into any contract, agreement, or other commitment, make any warranty or guarantee, or incur any obligation or liability in the name or otherwise on behalf of the other party.

11.7 Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

11.8 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement.

11.9 Cumulative Remedies. All of our rights and remedies are cumulative, not alternative, and the exercise of any right or remedy by us will not eliminate or limit our ability to exercise any other right or remedy, except to the extent required by law.

Personal Accounts

P1 Eligibility; Creating Accounts. Personal Accounts are intended for use by individuals and your Personal Account information may be accessed through the Site. If you have an Amazon Account and initiate the process to establish a Personal Account, we will automatically set up a Personal Account linked to your Amazon Account. Your Personal Account permits you to access the information in your Amazon Account to make purchases wherever Amazon Payments is accepted. Personal Accounts also are eligible to hold a Balance and make payments from Cards, Bank Accounts or your Balance. Payments may be made using Applications that we provide, or Providers may enable access to the Service for the purpose of initiating transactions that are authorized by other users through their Applications. Personal Accounts may not receive payments or funds transfers. Some features may be limited based on where you are located and what we know about you. If you are not a permanent U.S. resident (which does not include holders of U.S. visas) or U.S. citizen, you may use a Personal Account only to register and access Cards for making purchases. Our collection, use, and disclosure of information associated with the Service are disclosed in our Privacy Notice.

P2 Account History. You may receive a separate receipt from a seller if the transaction involves the sale of goods or services. For preauthorized payments (as described in Section P3.4 below), you will receive an e-mail confirmation when a transaction authorized by this payment type is completed. For transactions below $1.00, you may receive a daily receipt for all such transactions initiated that day. You should print or otherwise store a copy of these for your records. Summaries of your account activity, including monthly statements, are available in the “Your Account” area of our Site. Our liability and your rights for erroneous or unauthorized transactions or activity associated with your Personal Account are governed by our Unauthorized Transactions Policy.

P3 Making Payments.

P3.1 General. You may use your Payment Account to make purchases of goods and services wherever Amazon Payments is accepted.

P3.2 Payment Methods.

P3.2.1 Types. You may register eligible payment methods in your Payment Account. Any payment method you register will automatically appear in your Amazon Account. If your available Balance is greater than the amount you wish to send, we may use your Balance as the default payment method unless otherwise specified. We may restrict the available payment method to manage risk or based on the type of transaction. Not all payment methods may be available to you when you wish to make a payment.

P3.2.2 1-Click Payments. If 1-Click is enabled for your Amazon Account, you may make payments using Amazon 1-Click. If you click the “Buy now with 1-Click button” on any product page, your order will be automatically charged to the default payment method on your account and shipped to the default address. If you wish to change your 1-Click settings, visit “Your Account” on Amazon.com and access your 1-Click settings.

P3.2.3 Bank Accounts. You may make a payment electronically by transferring money from your Bank Account. Funds transfers from your Bank Account or that of a third party usually take at least three to four business days to complete. You may be charged a return fee for any ACH debit transfer request that is rejected by the holding financial institution for any reason (a “Return Fee“). Return Fees are listed in the Fee Schedule and may vary based on the jurisdiction in which you are located. Your location is determined by the primary address that is associated with your Payment Account. You authorize us to debit your Payment Account or to make an electronic fund transfer (or an equivalent bank draft) from your Bank Account to collect such return fee. We do not accept cash, money orders, or wire transfers.

P3.2.4 Cards. You may use registered Cards to pay for goods or services. You may be required to verify that you control the Card accounts that you register prior to using the Cards for transactions or to obtain additional payment privileges. You may not use your Card to make payments to yourself or to add money to your account.

P3.3 Payment Authorizations. Our Service permits you to authorize payments to sellers directly or to third-party services that enable transactions with sellers. The actual payment will not be completed until the seller or service provider processes your payment authorization with us. A seller or service provider may delay in processing your authorization. The payment authorization will be held with us until the transaction is completed.

P3.4 Preauthorized Payments. The Service may permit you to preauthorize sellers to charge your Payment Account using recurring payments or multiple payments. A “recurring payment” is a payment that occurs at regular or predetermined intervals over a specified time period. A “multiple payment” is a payment authorization given to a recipient by a sender to charge the sender’s Payment Account up to a maximum amount over a specified time period. Multiple payments may be used only for non-recurring, multiple payments. You may cancel or stop either type of standing payment authorization at any time by logging into the “Your Account” portion of our Site and canceling the payment listed in “Merchant Settings.”

P4 Withdrawals. You may withdraw funds via ACH to your Bank Account (subject to withdrawal limits). You may request a physical check in the event that you do not have an ACH-enabled account. Check requests will be subject to a processing fee as disclosed in our Fee Schedule and an identity verification process.

P5 Buyer Responsibilities.

P5.1 Return of Refunded Merchandise. If you receive a refund for a purchase but you fail to return the product to the seller, we may charge you for the product consistent with the original order. Subject to our obligations under the A-to-z Guarantee, we do not issue refunds if a product or service turns out not to meet your expectations or if the seller does not fulfill its commitments, and we have no obligation to resolve any disputes related to any transaction.

P5.2 Buyer Dispute Program. If you are a buyer and you are unhappy with any goods or services that you have purchased using our Service, you should contact the seller directly first. If you are unable to resolve the matter with the seller, you may use the Buyer Dispute Program to file a complaint against the seller. If your dispute involves the sale of physical goods, you may submit a claim under our A-to-z Guarantee.

P5.3 Purchases through Amazon.com. We may enable you to make purchases of products sold through the Amazon.com website using the Service. Such purchases are subject to the Conditions of Use and other published terms posted on the Amazon.com website.

P5.4 Use of Provider Application. If you use our Service through a Provider’s Application, you are only responsible for the Fees associated with transactions that you authorize through that Application and for which the Provider notifies you that you are responsible when you register for or use the Application.

P6 Indemnity. You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or Network Rules, (b) your wrongful or improper use of the Service, and (c) any transaction submitted by you through the Service.

P7 Amendment. Except as required by applicable law, all changes to your Personal Account will be made in accordance with Section 1.4 of the General Terms. To the extent required by applicable law, we will send notice of any change to your Personal Account to the e-mail address under your profile. You will be deemed to accept any change we communicate to you by e-mail if you continue to use the Site or Service after the effective date of the change specified in our e-mail to you. We may make changes to your Personal Account without prior notice if immediate changes are necessary for security reasons.

Business Accounts

B1 Eligibility; Creating Accounts. Business Accounts are only for commercial and business use and may be accessed through the Site. A Business Account has the same features of a Personal Account but also is eligible to receive Card payments for the sale of goods and services. Payments may be made using Applications that we provide, or Providers may enable access to the Service for the purpose of initiating transactions that are authorized by other users through their Applications. If your transaction volume exceeds $100,000 per year or you are deemed to be a commercial entity under the Network Rules, the Networks and our Processor(s) require that you agree to the additional terms and conditions between you and the Processor(s) under the Credit Card Association Agreement below. You are the seller of record for any sales you conduct using the Service.

B2 Account History. You may receive a separate receipt from a seller if the transaction involves the sale of goods or services. For preauthorized payments (as described in Section B3.4 below), you will receive an e-mail confirmation when a transaction authorized by this payments type is completed. For transactions below $1.00, you may receive a daily receipt for all such transactions initiated that day. You should print or otherwise store a copy of these for your records. Summaries of your account activity, including monthly statements, are available in the “Your Account” area of our Site.

B3 Making Payments.

B3.1 General. You may use your Payment Account to make purchases of goods and services wherever Amazon Payments is accepted.

B3.2 Payment Methods.

B3.2.1 Types. You may register eligible payment methods in your Payment Account. Any payment method you register will automatically appear in your Amazon Account. If your available Balance is greater than the amount you wish to use, we may use your Balance as the default payment method unless otherwise specified. We may restrict the available payment method to manage risk or based on the type of transaction. Not all payment methods may be available to you when you wish to make a payment.

B3.2.2 1-Click Payments. If 1-Click is enabled for your Amazon Account, you may make payments using Amazon 1-Click. If you click the “Buy now with 1-Click button” on any product page, your order will be automatically charged to the default payment method on your account and shipped to the default address. If you wish to change your 1-Click settings, visit “Your Account” on Amazon.com and access your 1-Click settings.

B3.2.3 Bank Accounts. You may make a payment by transferring money from your Bank Account. Approved customers that use the Amazon Gift Cards on Demand service may fund a Balance electronically by transferring money from their Bank Account. Funds transfers from a Bank Account usually take at least three to four business days to complete. You may be charged a return fee for any ACH debit transfer request that is rejected by the holding financial institution for any reason (a “Return Fee“). Return Fees are listed in the Fee Schedule and may vary based on the jurisdiction in which you are located. Your location is determined by the primary address that is associated with your Payment Account. You authorize us to debit your Payment Account or to make an electronic fund transfer (or an equivalent bank draft) from your Bank Account to collect such return fee. We do not accept cash, money orders, or wire transfers.

B3.2.4 Cards. You may use registered Cards to pay for goods or services. You may be required to verify that you control the Card accounts that you register prior to using the Cards for transactions or to obtain additional payment privileges. You may not use your Card to make payments to yourself or to add money to your account.

B3.3 Payment Authorizations. Our Service permits you to authorize payments to sellers directly or to third-party services that enable transactions with sellers. The actual payment will not be completed until the seller or service provider processes your payment authorization with us. A seller or service provider may delay in processing your authorization. The payment authorization will be held with us until the transaction is completed.

B3.4 Preauthorized Payments. The Service may permit you to preauthorize sellers to charge your Payment Account using recurring payments or multiple payments. A “recurring payment” is a payment that occurs at regular or predetermined intervals over a specified time period. A “multiple payment” is a payment authorization given to a recipient by a sender to charge the sender’s Payment Account up to a maximum amount over a specified time period. Multiple payments may be used only for non-recurring, multiple payments. You may cancel or stop either type of standing payment authorization at any time by logging into the “Your Account” portion of our Site and canceling the payment listed in “Merchant Settings.”

B4 Receiving Payments.

B4.1 Payment Processing Agency Appointment. You hereby appoint us as your payment processing agent for the limited purpose of receiving payments on your behalf from users that authorize payments to you directly or to third-party services that enable transactions with you. Users will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Our obligation to remit funds collected by us on your behalf shall be limited to funds that we have actually received and that are not subject to Chargeback or reversal, and we shall have no obligation to pursue any collection action against any user. Receipt of funds from users by us on your behalf in connection with Service transactions shall be deemed receipt of funds from users by you and will satisfy the obligations owed to you by users in the amount of the applicable payment by the user, even if we fail to remit such funds received from users.

B4.2 Accepting Cards. You will comply with our Card processing policies, procedures, and instructions as published on our Site or provided to you from time to time. As a condition of accepting Cards using the Service, you agree to follow all applicable rules and regulations of the Networks, as amended from time to time, that are provided to you or are generally available to the public (including merchant rules posted on usa.visa.com, www.mastercard.com, www.americanexpress.com, and www.discover.com) (“Network Rules“). We may remove or add Cards or other payment methods that we accept at any time without prior notice. Except as permitted by Network Rules or applicable law, you will not (a) establish limits below which you will not accept a Card, (b) assess a surcharge for the use of a Card in connection with any transaction, or (c) dispense cash on any Card transaction. We may elect only to process Cards that receive an authorization from the applicable Network or Card issuer. An authorization does not guarantee that such transaction will be collectible or that the cardholder is actually authorized to use the Card or that the transaction will not be subject to Chargeback.

B4.3 Order Processing. Subject to the terms of this Agreement, we will process all payments and refunds for your transactions submitted through the Service. You are responsible for all information regarding goods or services that you sell, including without limitation any product names or descriptions, UPC or product codes, product notices or disclaimers, prices, product availability or status, shipping and handling charges and tax rates (collectively, “Product Information“) and for providing accurate and complete Product Information to customers. You will route all order-related payments through us and not make offline adjustment requests. For each order that you send to us, the Product Information must be the same as what was presented to the purchaser when placing the order. Our, or one of our Affiliates’, name will appear on the customer’s Card statement (which may also display, at our option, your name). We will determine the time at which we process payments and refunds for your transactions.

B4.4 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of your goods or services, except to the extent caused by (a) Card fraud for which we are responsible under Section B6, or (b) our failure to make available to you transaction information as it was received by us. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your goods or services. You will notify us promptly as soon as you have knowledge of any public or private recalls of your goods or services.

B4.5 Refunds and Returns.

B4.5.1 Your Obligations. You will accept and process returns of, and provide refunds and adjustments for, your goods or services in accordance with this Agreement and your policies posted on your website at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund (and adjustment) payments through us. We or our designated Affiliate will credit the applicable account, and you will reimburse us for all amounts so refunded. We have no obligation to accept any returns of any of your goods or services.

B4.5.2 Card Refunds. Unless otherwise permitted by Network Rules, you will (a) maintain a fair policy for the return or cancellation of merchandise or services and adjustment of Card sales, (b) disclose your return or cancellation policy to your customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (d) not accept cash or any other consideration for preparing a refund to be deposited to a customer’s account in connection with a Card sale. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise.

B4.6 Customer Service. Unless provided otherwise elsewhere in this Agreement, you will be solely responsible for all customer service issues relating to your goods or services, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we will be solely responsible for all customer service issues relating to any Payment Account, payment, Card processing, debiting or crediting, and Buyer Dispute Program.

B5 Withdrawals. You may withdraw funds via ACH to your Bank Account (subject to withdrawal limits). You may request a physical check in the event that you do not have an ACH-enabled account. Check requests will be subject to a processing fee as disclosed in our Fee Schedule and an identity verification process.

B6 Payment Protection Policy. We will not hold you liable for a Chargeback if you and the transaction meet all the following requirements: (a) the transaction is for the sale of physical goods (e.g., books, DVDs, etc.) and does not include intangible goods (e.g., services, digital content, donations, or cash equivalents or stored value instruments such as gift cards), (b) the Chargeback (whether for transactions involving Cards or reversals on bank account transfers) is disputed and classified by the applicable Network or Card issuer as “Unauthorized Payment” and not any other way (e.g., “significantly not as described,” “merchandise is defective,” or “non-receipt of merchandise”), (c) you provide all requested information within the time limit specified by us, including without limitation evidence that the applicable transaction was authorized and valid proof of delivery to the address provided by Amazon for the applicable transaction, and (d) you have not violated the terms of this Agreement.

B7 Buyer Responsibilities.

B7.1 Return of Refunded Merchandise. If you receive a refund for a purchase but you fail to return the product to the seller, we may charge you for the product consistent with the original order. Subject to our obligations under the A-to-z Guarantee, we do not issue refunds if a product or service turns out not to meet your expectations or if the seller does not fulfill its commitments, and we have no obligation to resolve any disputes related to any transaction.

B7.2 Responsibilities under Buyer Dispute Program. If you are a buyer and you are unhappy with any goods or services that you have purchased using our Service, you should contact the seller directly first. If you are unable to resolve the matter with the seller, you may use the Buyer Dispute Program to file a complaint against the seller. If your dispute involves the sale of physical goods, you may submit a claim under our A-to-z Guarantee.

B7.3 Purchases through Amazon.com. We may enable you to make purchases of products sold through the Amazon.com website using the Service. Such purchases are subject to the Conditions of Use and other published terms posted on the Amazon.com website.

B7.4 Use of Provider Application. If you use our Service through a Provider’s Application, you are only responsible for the Fees associated with transactions that you authorize through that Application and for which the Provider notifies you that you are responsible when you register for or use the Application.

B8 Provider Responsibilities. If you are a Provider, you are responsible for the Fees associated with any transactions processed through your Application unless you or your Application (a) indicate that a user should be charged the applicable fees, (b) notify the user of the applicable Fees, and (c) obtain an authorization from the user. Providers are not permitted to hold funds on behalf of other users.

B9 Use of Trademarks. Subject to the terms of this Agreement and provided your Business Account is in good-standing, we grant you a non-exclusive, non-transferable, non-assignable, non-sublicenseable, revocable license to use the Trademarks on your websites, solely in connection with the Service and solely in accordance with our trademark guidelines and such other documentation as we may make available from time to time; provided the names of those domains and subdomains do not contain any of our Trademarks or any other trademark of Amazon or its Affiliates, or any confusingly similar trademark (“

Trademark License“). We may add, substitute, or remove Trademarks from time to time, and you agree that you will add, substitute, or remove any Trademarks, as we reasonably request, as promptly as reasonably possible. You acknowledge that we and our Affiliates are the sole owners of the Trademarks, and you agree to do nothing inconsistent with that ownership. Your use of the Trademarks and all goodwill arising out of your use of the Trademarks will inure to the sole benefit of us and our Affiliates, and will not create for you any right, title, or interest in the Trademarks. You may not use the Trademarks in connection with any product or service other than the Service, or in any manner that is likely to (a) cause consumer confusion, (b) dilute the value of any Trademark, (c) impair our ownership or rights in the Trademarks, or (d) disparage or discredit us or our Affiliates. You may not modify or alter any Trademark, nor shall you combine any Trademark with any other trademark, word, symbol, letter, or design. You may not use any of our Trademarks or any other trademark of Amazon.com, Inc. or its Affiliates, or any confusingly similar trademark, in the name of any domain name or subdomain. You must use or display the Trademarks in a manner consistent with the level of quality historically associated with our Trademarks, and you must undertake any steps as we may reasonably request to assist us in monitoring the quality of any of your products or services for which the Trademarks are used. We have the right to monitor your use of the Trademarks and the right to take all action we deem necessary to ensure that the products or services for which you use the Trademarks are not diluting the value of any Trademark. We may revoke this Trademark License at any time in our sole discretion. We and our Affiliates may use your name, logo, service name, or trademarks as designated by you solely as necessary to provide the Service in accordance with our Specifications and other Policies (including without limitation in co-branded web pages used to process orders). We and our Affiliates may use your name or logo on any platform to identify you as a participating merchant.

B10 Additional Representations and Warranties. You represent and warrant to us that: (a) any sales transaction submitted by you will represent a bona fide sale by you as described on your website or Application, (b) any sales transactions submitted by you and all Product Information will accurately describe the goods and/or services sold and delivered to a purchaser, (c) you will accurately and in compliance with applicable law describe your use of Personal Information and your use of the Service in your privacy policy, (d) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of you, and (e) you will not and will not authorize any other party to use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Service or any Amazon Payments Materials be disclosed, licensed, distributed or otherwise made available to anyone. “Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (ii) The Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; and (viii) the Apache License.

B11 Indemnity. You will indemnify, defend, and hold harmless us and our Affiliates (and our and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, (b) any actual or alleged infringement, misappropriation, or violation of any third-party rights or applicable law by your trademarks used in connection with the Service or your website or Application using the Service, (c) your use of the Service, (d) any transaction submitted by you through the Service, and (e) if you are a Provider, your Application and any transactions that you submit to our Service either for yourself or on behalf of another users.

Seller Accounts

S1 Eligibility; Creating Accounts. Seller Accounts are only for commercial and business use for the sale of goods and approved services using any products designated by us. Seller Accounts may not send payments to any other user. Seller Accounts will not be linked to any Personal Account or Business Account that you open, so you will need to access them separately. Seller Accounts may not send funds to other accounts. If your transaction volume exceeds $100,000 per year or you are deemed to be a commercial entity under the Network Rules, the Networks and our Processor(s) require that you agree to the additional terms and conditions between you and the Processor(s) under the Credit Card Association Agreement below. You are the seller of record for any sales you conduct using the Service.

S2 Account History. Summaries of account activity are available in Seller Central.

S3 Receiving Payments.

S3.1 Payment Processing Agency Appointment. You hereby appoint us as your payment processing agent for the limited purpose of receiving payments on your behalf from users that authorize payments to you directly or to third-party services that enable transactions with you. Users will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Our obligation to remit funds collected by us on your behalf shall be limited to funds that we have actually received and that are not subject to Chargeback or reversal, and we shall have no obligation to pursue any collection action against any user. Receipt of funds from users by us on your behalf in connection with Service transactions shall be deemed receipt of funds from users by you and will satisfy the obligations owed to you by users in the amount of the applicable payment by the user, even if we fail to remit such funds received from users.

S3.2 Accepting Cards. You will comply with our Card processing policies, procedures, and instructions as published on our Site or Seller Central or provided to you from time to time. As a condition of accepting Cards using the Service, you agree to follow all applicable rules and regulations of the Networks, as amended from time to time, that are provided to you or are generally available to the public (including merchant rules posted on usa.visa.com, www.mastercard.com, www.americanexpress.com, and www.discover.com) (“Network Rules“). We may remove or add Cards or other payment methods that we accept at any time without prior notice. Except as permitted by Network Rules or applicable law, you will not (a) establish limits below which you will not accept a Card, (b) assess a surcharge for the use of a Card in connection with any transaction, or (c) dispense cash on any Card transaction. We will only process Cards that receive an authorization from the applicable Network or Card issuer. An authorization does not guarantee that such transaction will be collectible or that the cardholder is actually authorized to use the Card or that the transaction will not be subject to Chargeback.

S3.3 Order Processing. Subject to the terms of this Agreement, we will process all payments and refunds for your transactions submitted through the Service. You are responsible for all information regarding goods or services that you sell, including without limitation any product names or descriptions, UPC or product codes, product notices or disclaimers, prices, product availability or status, shipping and handling charges and tax rates (collectively, “Product Information“) and for providing accurate and complete Product Information to customers. You will route all Card payments, adjustments and refunds for your transactions submitted through the Service through us and not make any offline adjustment requests. Our, or one of our Affiliates’, name will appear on the customer’s Card statement (which may also display, at our option, your name). We will determine the time at which we process payments and refunds for your transactions.

S3.4 Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of your goods or services, except to the extent caused by (a) Card fraud for which we are responsible under Section S5, or (b) our failure to make available to you transaction information as it was received by us. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your goods or services. You will notify us promptly as soon as you have knowledge of any public or private recalls of your goods or services.

S3.5 Refunds and Returns.

S3.5.1 Your Obligations. You will post and maintain a return policy on your website, a copy of which you will provide to Amazon upon request. You will accept and process returns of, and provide refunds and adjustments for, your goods or services in accordance with this Agreement and your policies posted on your website at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will route all refund payments for your transactions submitted through the Service through us. We or our designated Affiliate will credit the applicable account, and you will reimburse us for all amounts so refunded. We have no obligation to accept any returns of any of your goods or services.

S3.5.2 Card Refunds. Unless otherwise permitted by Network Rules, you will (a) maintain a fair policy for the return or cancellation of merchandise or services and adjustment of Card sales, (b) disclose your return or cancellation policy to your customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (d) not accept cash or any other consideration for preparing a refund to be deposited to a customer’s account in connection with a Card sale. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise.

S3.6 Customer Service. Unless provided otherwise elsewhere in this Agreement, you will be solely responsible for all customer service issues relating to your goods or services, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we will be solely responsible for all customer service issues relating to any Payment Account, payment, Card processing, debiting or crediting, and Buyer Dispute Program.

S3.7 Amazon.com Associates Program. Our Service may permit you to advertise products offered on Amazon.com through the Amazon.com Associates Program and receive referral fees for eligible products. To use this service feature, you are required to register with the Amazon.com Associates Program and use your Amazon.com Associates ID. You will not be able to select individual items. Your participation in the Amazon.com Associate Program, including the payment of any referral fees, is subject solely to the terms and conditions governing the Amazon.com Associates Program, including the Associates Operating Agreement.

S4 Withdrawals. Subject to restrictions described in this Agreement, we will disburse to your Bank Account funds for transactions submitted through the Service to the extent we have received payment (less any fees due) in accordance with our Policies governing disbursement and reserves. Payments will be made only to a Bank Account.

S5 Payment Protection Policy. We will not hold you liable for Chargebacks if you and the transactions meet all the following requirements: (a) the transaction must be for the sale of physical goods (e.g., books, DVDs, etc.) and does not include intangible goods (e.g., services, digital content, donations, or cash equivalents or stored value instruments such as gift cards), (b) Chargebacks (whether for transactions involving Cards or reversals on bank account transfers) are disputed and classified by the applicable Network or Card issuer as “Unauthorized Payment” and not any other way (e.g., “significantly not as described,” “merchandise is defective,” or “non-receipt of merchandise”), (c) you must provide all requested information within the time limit specified by us, including without limitation evidence that the applicable transaction was authorized and valid proof of delivery to the address provided by Amazon for the applicable transaction, and (d) you have not violated the terms of this Agreement.

S6 Use of Trademarks. Subject to the terms of this Agreement and provided your Seller Account is in good-standing, we grant you a non-exclusive, non-transferable, non-assignable, non-sublicenseable, revocable license to use the Trademarks on your website, solely in connection with the Service and solely in accordance with our trademark guidelines and such other documentation as we may make available from time to time; provided the names of those domains and subdomains do not contain any of our Trademarks or any other trademark of Amazon or its Affiliates, or any confusingly similar trademark (“Trademark License“). We may add, substitute, or remove Trademarks from time to time, and you agree that you will add, substitute, or remove any Trademarks, as we reasonably request, as promptly as reasonably possible. You acknowledge that we and our Affiliates are the sole owners of the Trademarks, and you agree to do nothing inconsistent with that ownership. Your use of the Trademarks and all goodwill arising out of your use of the Trademarks will inure to the sole benefit of us and our Affiliates, and will not create for you any right, title, or interest in the Trademarks. You may not use the Trademarks in connection with any product or service other than the Service, or in any manner that is likely to (a) cause consumer confusion, (b) dilute the value of any Trademark, (c) impair our ownership or rights in the Trademarks, or (d) disparage or discredit us or our Affiliates. You may not modify or alter any Trademark, nor shall you combine any Trademark with any other trademark, word, symbol, letter, or design. You may not use any of our Trademarks or any other trademark of Amazon.com, Inc. or its Affiliates, or any confusingly similar trademark, in the name of any domain name or subdomain. You must use or display the Trademarks in a manner consistent with the level of quality historically associated with our Trademarks, and you must undertake any steps as we may reasonably request to assist us in monitoring the quality of any of your products or services for which the Trademarks are used. We have the right to monitor your use of the Trademarks and the right to take all action we deem necessary to ensure that the products or services for which you use the Trademarks are not diluting the value of any Trademark. We may revoke this Trademark License at any time in our sole discretion. We and our Affiliates may use your name, logo, service name, or trademarks as designated by you solely as necessary to provide the Service in accordance with our Specifications and other Policies (including without limitation in co-branded web pages used to process orders). We and our Affiliates may use your name or logo on any platform to identify you as a participating merchant.

S7 Additional Representations and Warranties. You represent and warrant to us that: (a) any sales transaction submitted by you will represent a bona fide sale by you as described on your website or application, (b) any sales transactions and all Product Information submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser, (c) you will accurately describe your use of Personal Information and your use of the Service in your privacy policy, (d) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of you, and (e) you will not and will not authorize any other party to use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Service or any Amazon Payments Materials be disclosed, licensed, distributed or otherwise made available to anyone. “Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (ii) The Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; and (viii) the Apache License.

S8 Indemnity. You will indemnify, defend, and hold harmless us and our Affiliates (and our and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, actions, suits, or demands and any related losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, (b) any actual or alleged infringement, misappropriation, or violation of any third-party rights or applicable law by your trademarks used in connection with the Service or your website or Application using the Service, (c) your use of the Service, and (d) any transaction submitted by you through the Service.

S9 Amendment. In addition to posting modifications to the Site, we may post modifications relating to Seller Accounts at Seller Central, and the modification will become effective upon the earlier of posting it to our Site, Seller Central, or otherwise communicating it to you, and you will be deemed to accept the modification if you use the Site, Seller Central, or Service after it has been posted.

The following terms (the “MWS Terms”) apply to you if you use the MWS (defined below) or MWS Materials (defined below). You agree that the MWS is part of the Service and the MWS Terms are part of, and incorporated into, the Specific Terms that govern the Business Account or Seller Account related to your use of the MWS or MWS Materials.

Marketplace Web Service.

M1 Description of the Marketplace Web Service. We may make available to you features or functionality that allow your systems to interact with features, functionality or information available to holders of Seller Accounts or Business Accounts (the “MWS”). In connection with your use of the MWS we may make MWS Materials available to you. You agree that, in addition to the General Terms and the other applicable Specific Terms and Policies, the MWS Terms will govern your use of the MWS and MWS Materials. If there is a conflict between the MWS Terms and any other Specific Terms, unless expressly stated otherwise, the MWS Terms will prevail in connection with use of the MWS and MWS Materials. All terms and conditions applicable to your use of the MWS are solely between you and us including, without limitation, the terms and conditions of this Agreement. The MWS is provided by us at no charge, subject to the terms of this Agreement.

M2 MWS License and Related Requirements.

M2.1 Generally. Subject to your completion of our online registration process for the MWS and compliance with the terms of this Agreement, including all applicable Policies, we grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license to do the following: (a) access and use the MWS, and install, copy, and use MWS Materials, solely in support of your use of the Service in accordance with any applicable MWS Specifications, or (b) access and use the MWS, and install, copy, use, and distribute MWS Materials, for the purpose of integrating or enhancing a Seller’s systems with the features and functionality permitted by us to be accessed through the MWS, but solely in support of Sellers who (i) we approve as participating in good standing in the Service, and (ii) have specifically authorized you to provide support services for their Payment Account under an agreement between you and the applicable Seller.

M2.2 License Restrictions. You may use and access the MWS and applicable MWS Materials only through the MWS APIs documented and communicated by us to you. You may not and may not authorize any other party to access or use the MWS or MWS Materials in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas. The restrictions in this Section M2.2 are in addition to the restrictions and requirements in the General Terms.

M2.3 Your Account. You must maintain a Seller Account or Business Account (which may be a Staging Account) in good standing at all times during the term of this Agreement.

M2.4 Your Credentials and Your Materials. In order to access the MWS APIs, you must use your Credentials in accordance with this Agreement. You are solely responsible for all activities that occur using your Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You are solely responsible for the development, content, operation, and maintenance of Your Materials, and for properly configuring and using the MWS and taking your own steps to maintain appropriate security, protection and backup of Your Materials, including using encryption technology to protect them from unauthorized access and routinely archiving them. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Materials in connection with the MWS (including as a result of your or any Seller’s or other third party’s errors, acts, or omissions).

M2.5 MWS Applications. Prior to making your MWS Application available for commercial use, you must thoroughly test your MWS Application to ensure that it operates properly with the MWS and MWS Materials, including, without limitation, that it complies with the MWS Specifications.

M2.6 Information and System Access. To the extent you access or use the MWS or MWS Materials for the purposes set forth in Section M.2.1(b) of this Agreement, you will not access or use any Payment Account unless and only for so long as the access and use is (i) approved beforehand in writing by the Seller as part of a binding agreement between you and the Seller, and (ii) required to deliver or operate an MWS Application to or on behalf of the Seller in accordance with that agreement. You may not modify the account settings, Content, or offers of any Payment Account or make any other change to a Payment Account except to the extent authorized in writing by the Seller as part of a binding agreement between you and the Seller. You will not access or use any MWS Transaction Information or MWS Personal Information for any purpose other than the delivery or operation of an MWS Application to or on behalf of the Seller. You may not reproduce or disseminate or disclose to any third party any MWS Transaction Information or MWS Personal Information for any purpose. Without limiting the foregoing, you will (i) take appropriate technical and organizational measures to protect against unauthorized or unlawful processing or use of MWS Transaction Information or MWS Personal Information and against accidental loss or destruction of, or damage to, MWS Transaction Information or MWS Personal Information, (ii) maintain all MWS Transaction Information and MWS Personal Information logically separate from all other information, and (iii) at all times ensure that you are aware of and have documentation of the location of all copies of any MWS Transaction Information or MWS Personal Information stored by or for you.

M2.7 Seller Surveys. We reserve the right to contact Sellers in order to conduct periodic surveys to ascertain Sellers’ general level of satisfaction with the MWS and MWS Materials and with your delivery of related services to the Sellers, and you agree that we may publicly report the results of the surveys without restriction.

M3 Termination of Your Access to the MWS and MWS Materials. Without limiting, and in addition to our other rights under this Agreement, we may limit, suspend or terminate your access to the MWS and all MWS Materials at any time and for any reason upon notice to you, including but not limited to circumstances where your access to other aspects of the Service is suspended or terminated, where the access of any Seller you support to use the Service is suspended or terminated, or if we determine:

• your use of the MWS or MWS Materials (a) poses a security risk to the MWS or MWS Materials or any Seller or our other customers, (b) may harm our systems or that of any Seller or our other customers, or (c) may subject us or any third party to liability;
• you are using the MWS or MWS Materials for fraudulent or illegal activities; or
• our provision of any aspect of the MWS or MWS Materials to you is prohibited by law.

M4 Rights in the MWS, MWS Materials, MWS Specifications, and the MWS Network.

As between you and us, we or our licensors own all right, title, and interest in and to the MWS, MWS Materials, MWS Specifications, and the MWS Network. Except as provided in Sections 8 and M2 of this Agreement, you obtain no rights under this Agreement from us or our licensors to the MWS, MWS Materials, MWS Specifications, or the Amazon Network, including any related intellectual property rights.

M5 Indemnification. In addition to your other indemnification obligations under this Agreement, you agree to defend, indemnify, and hold harmless us, our Affiliates, our and their licensors, and each of our and their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Your Materials or the combination of Your Materials with other applications, Content, or processes, including any claim involving alleged infringement or misappropriation of third part rights or the use, development, design, production, advertising, or marketing of Your Materials; (b) your or your employees’ or personnel’s negligence or willful misconduct; or (c) any dispute between you and any Seller. If we or any of our Affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process in connection with your use of the MWS or MWS Materials, you will also reimburse us for reasonable attorneys’ fees, as well as our or their employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our or their then-current hourly rates.

M6 Disclaimers. In addition to the disclaimers in the General Terms, you agree that the MWS and MWS Materials are provided “as is”. We and our Affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the MWS or MWS Materials, including any warranty that the MWS or MWS Materials will be uninterrupted, error free, or free of harmful components, or that any materials or data you access, use, store, retrieve, or transmit in connection with the MWS, including Your Materials, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our Affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Further, neither we nor any of our Affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) the inability to use the MWS or MWS Materials, including as a result of any termination or suspension of this Agreement or your use of or access to the MWS or MWS Materials; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the MWS or MWS Materials; or (d) any termination or suspension of this Agreement or your use of or access to the MWS or MWS Materials. We and our Affiliates and licensors may discontinue providing or deprecate the MWS and any MWS Materials, and may change the nature, features, functions, scope, or operation of the MWS and any MWS Materials from time to time, and you agree that neither we nor any of our Affiliates or licensors will be liable to you for any of the foregoing actions.

M7 Non-Exclusive Rights. The rights we grant you in these MWS Terms and the other provisions of this Agreement are nonexclusive, and we reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with the MWS or MWS Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques that are similar to or compete with yours. Each of us will be free to establish our own pricing for our products and services. As between you and us, you will be solely responsible and liable for payment of all costs and expenses of any nature incurred by you or your employees in connection with the performance of your obligations and exercise of your rights under these MWS Terms and the other provisions of this Agreement or under any agreement you enter into with any Seller or other third party.

M8 Import and Export Compliance. In using the MWS and MWS Materials, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.

M9 MWS Definitions.

As used in this Agreement, the following capitalized terms have the following meanings:

“API” means an application programming interface.

“Content” means copyrightable works under applicable law and content protected by database rights under applicable law.

“MWS Application” means a software application or website that interfaces with the MWS or MWS Materials.

“MWS Contact Address” means: mws-admin@amazon.com, with a copy to P.O. Box 81226, Seattle, WA, 98108-1226, Attn: Marketplace Web Service Support.

“MWS Materials” means software, data, text, audio, video, images or other Content we make available in connection with the MWS, including APIs, related documentation, software libraries, and other supporting materials, regardless of format.

“MWS Network” means our and our Affiliates’ internal data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within our or their reasonable control and are used to provide the MWS or MWS Materials.

“MWS Personal Information” means any Personal Information available to you as a result of your use of the MWS.

“MWS Specifications” means any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the MWS or MWS Materials.

“MWS Transaction Information” means any information, data or Content available to you as a result of your use of the MWS and relating to any Payment Account, to any customer, or to any transactions processed by or for us or any of our Affiliates or on any website.

“Seller” means any person or entity (including you, if applicable) that participates in the Service through the use of a Business Account or a Seller Account.

“Staging Account” means a Payment Account with status “in staging” that we make available to a third party service provider whom we allow to access our online portals and tools provided to Sellers for the purpose of integrating or enhancing a Seller’s systems with the features or functionality made accessible by us through the MWS or MWS Materials.

“Your Materials” means software, data, text, audio, video, images or other Content that you use in connection with the MWS or MWS Materials, that you cause to interface with the MWS, or that you upload to the MWS.

The following agreement only applies to you if you have a Business Account or Seller Account and your transaction volume exceeds $100,000 per year or you are deemed to be a commercial entity under the Network Rules.

CREDIT CARD ASSOCIATION AGREEMENT

This Credit Card Association Agreement is a separate agreement between you (“you”) and one or more providers of settlement and processing services (“Processor”) used by Amazon Payments, Inc. (“Amazon Payments”) to provide payment processing services to you. It applies to payment transactions that involve credit cards, debit cards, and other evidence of an account that both bear a logo of MasterCard International Incorporation, Visa U.S.A., Inc., or Visa International (the “Associations”) and are issued by an Association member (each, a “Card”). The Associations require that you enter into this separate agreement with the Processor to use Amazon Payments services. For purposes of this Credit Card Association Agreement, “Processor” includes Paymentech L.P. and/or any other payment processing provider that Amazon Payments notifies you is processing Card transactions for you.

By registering for and using your Account with Amazon Payments, you agree to the terms and conditions of this Credit Card Association Agreement and all incorporated agreements, documents, or policies.

1. Relationship to User Agreement. Processor’s Card processing services are part of the services made available to you as a “commercial entity” defined by the Associations’ Rules (described below) and as a holder of the Payment Account pursuant to your User Agreement with Amazon Payments. The terms of this Credit Card Association Agreement are separate and in addition to the terms of the User Agreement. With respect to Card transactions processed by Processor, you agree to adhere to the applicable terms and conditions of the User Agreement and all associated policies of Amazon Payments.
2. Term; Termination. This Credit Card Association Agreement is effective as of date you were approved for an Account and continues so long as you maintain an Account. This Credit Card Association Agreement will terminate immediately upon the termination or expiration of the User Agreement or if your Account is closed. Processor may terminate this Credit Card Association Agreement or otherwise suspend its processing services to you if (a) you breach any term or condition of this Credit Card Association Agreement or the User Agreement related to the processing of Cards, including without limitation the violation of Association Rules (described below), or (b) the agreement between Processor and Amazon Payments regarding the Processor’s payment processing services for Cards transactions terminates or expires. Sections D through H will survive any termination of this Credit Card Association Agreement.
3. Associations. The Associations require that you will comply with all bylaws, rules, and regulations of the Associations, as may be applicable to you and your Card transactions and as are in effect from time to time (“Association Rules”). You understand that Processor may be required to modify this Credit Card Association Agreement in order to comply with requirements imposed by the Association Rules. You may use the logos of the Associations only in the manner authorized by the Associations and to indicate that Cards of the Associations are accepted as methods of payment using the Amazon Payments service.
4. Cardholder Data. As a part of Amazon Payments’ services you may not have access to certain information associated with Cards being processed, including without limitation account number, expiration date, and the card verification value (CVV2/CVC2) (collectively, “Cardholder Data”). You will not solicit, collect, store, or disclose Cardholder Data except as expressly permitted by Amazon Payments, Processors, the Association Rules, and applicable law. If you are given access to Cardholder Data, you must exercise reasonable care to prevent disclosure of Cardholder Data, other than to your agents and contractors for the purpose of assisting you in completing a Card transaction, or to the applicable Association, or as specifically required by law. You may not use any Card or Cardholder Data other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to you, or as specifically allowed by Association Rules, or required by law. To the extent you have access to Cardholder Data, Association Rules require you to comply with all security standards and guidelines that may be published from time to time by the Associations, including without limitation the PCI Data Security Standard and Visa U.S.A. Cardholder Information Security Program (collectively, the “Security Guidelines”). Your failure to comply with these Security Guidelines may result in fines and/or penalties being levied against you or against us because of you actions by the Associations.
5. Indemnification. You agree to indemnify and hold harmless Processor against all claims, actions, demands, losses, liabilities, damages, and expenses arising from or related to (a) any breach of any obligation under this Credit Card Association Agreement or the User Agreement (related to Card transactions processed by Processor), including without limitation any violation of Association Rules; (b) any misrepresentation or fraud by you in applying for or maintaining an Account, your submission of Card transactions for processing, or the operation of your business; or (c) your provision or sale of goods or services to cardholders for Cards transactions processed by Processor.
6. Warranty Disclaimer. Processor makes no representations or warranties, whether express or implied, regarding any service provided directly or indirectly to you, including without limitation, any warranties of merchantability, fitness for a particular purpose, title or non-infringement or implied warranties arising from a course dealing or trade usage.
7. Limitation of Liability. To the extent allowed by law, Processor and its affiliates, directors, officers, and employees will not be liable for any indirect, incidental, punitive, or consequential damages arising out of or related to this Credit Card Association Agreement or Processor’s payment services, including without limitation any inability, delay, or errors in using the services.
8. General Provisions. This Credit Card Association Agreement will be binding upon and will inure to the benefit of the parties’ respective representatives, successors, and assigns. This Credit Card Association Agreement may not be amended except by Processor upon notice to you, and your continued use of Amazon Payments’ services after such notice constitutes your acceptance of such amendment. The failure of a party to this Credit Card Association Agreement to object to or to take affirmative action with respect to any conduct of the other party that is in violation of the terms of this Credit Card Association Agreement will not be construed as a waiver thereof, or as waiver of any future breach or subsequent wrongful conduct. If any term or condition of this Credit Card Association Agreement should be held invalid by a court, arbitrator, or tribunal of competent jurisdiction in any respect, such invalidity will not affect the validity of any other term or condition hereof. If any term or condition of this Credit Card Association Agreement should be held to be unreasonable as to time, scope, or otherwise by such a court, arbitrator, or tribunal, it will be construed by limiting or reducing it to the minimum extent so as to be enforceable under then applicable law. As between you and Paymentech, this Credit Card Association Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its choice of law rules. This Credit Card Association Agreement and all referenced documents constitute the entire understanding between you and Processor and supersede any and all agreements or understanding, whether in writing or otherwise, relating specifically to the subject matter hereof.

Daraz Payments Terms of Use

Marketplace Agreement

This present agreement is established in order to set up a contractual relationship by and between: Daraz Bangladesh Limited (hereinafter referred to as “Daraz” ), a private limited company incorporated in Bangladesh under the respective Companies Act 1994; having office at Asfia Tower, House: 76, Block: E, Road: 11, Banani, Dhaka 1213 and operates an online marketplace at www.daraz.com.bd.

AND

The Seller (hereinafter referred to as “Seller”), a sole proprietor/company, registered under the laws of the People’s Republic of Bangladesh. Daraz and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party”) This document is an electronic record in terms of Information Technology and Communication Act 2006 and the amended provisions pertaining to Information Technology and Communication Act of 2006. This electronic record is generated by a computer system and does not require any physical or digital signatures.

GENERAL TERMS

1. Scope
2. Interpretation & Definitions
3. Access To Platform And Seller Center
4. Featuring Products On The Platform
5. Seller Performance
6. Seller Obligations To Customer Service
7. Commission
8. Payments
9. SELLER’S WARRANTY POLICY
10. Intellectual Property
11. Confidentiality
12. Indemnification
13. Limitation Of Liability
14. Force Majeure
15. Duration & Termination
16. Assignment
17. Notices
18. Relationship Of The Parties
19. Modifications
20. Miscellaneous

FULFILMENT MODELS

1. Dropship
2. Daraz Express

 

GENERAL TERMS

1. SCOPE

1.1. Daraz is in the business of providing services to facilitate Ecommerce via its online marketplace at Daraz – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Daraz. Daraz offers multiple services to facilitate sales via its online platform. The Seller appoints Daraz as its commission agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

1.4. Every transaction of the Seller on Daraz’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Daraz. This agreement will be considered valid as soon as it is electronically accepted by the Seller

1.5. The service provided by Daraz is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.

1.6. Daraz may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Daraz’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Daraz.

1.9. In order to maintain its reputation for quality and high service standards, Daraz reserves the right to delist the Seller and to terminate the relationship with the Seller based on Daraz’ internal quality assessment of the Seller as governed by Daraz’ Customer Protection Policy.

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2. INTERPRETATION & DEFINITIONS

2.1. In this agreement, the words and expressions below shall have the following meanings:

Bank Account	The bank account specified by the Seller in which payments are to be made
Business Day	A day (excluding Fridays And Saturdays) on which banks generally are open for business in Bangladesh
Commission Schedule	The schedule setting out the commission which is payable to Daraz by the Seller for each type of Product sold on the Platform and which can be viewed at Daraz University
Competitor	Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Bangladesh. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor
Contract	The contract entered into between the Seller and a Customer for the sale and purchase of the Products on the Platform
Customer Protection Policy	Daraz policy via which Seller Performance is kept in check
Customer	A person, who purchases Products on the Platform
Daraz Express	Fulfilment model whereby the Seller’s Products are stored at a Daraz Fulfilment Center. The ownership of the Products remains with the Seller.
Dropship	Fulfilment model whereby the Seller is responsible for maintaining inventory of Products at own premises and making available to Daraz for delivery to Customers
Fee(s)	Any fees charged by Daraz for any additional services such as pickup or returns
Final Delivery	The transfer of ownership of the product from the Seller to the end customer
Fulfilment Center	A facility provided by Daraz where all Daraz Express Products are stored and where orders are processed
Fulfilment Model	Fulfilment model via which the Seller chooses to fulfil orders (Dropship, Daraz Express)
General Terms	The terms set out in this agreement
Handling Time	The time from forwarding of the order by Daraz to the Seller till dispatch of the Product by the Seller (excluding Sundays)
Hub	A location owned or operated by Daraz or one of its logistics partner, where the Seller can drop items and if/when eligible pick up returns
In writing/written	All communications made through the Seller Center or sent by Daraz through courier or email
Inbound	The reception department at Daraz’ warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Seller
Intellectual Property	Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them
Listed Price	The listing price of the Product on the Platform and shall be that price at which the Seller informs Daraz that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product through its own sales channels
Penalty/Penalties	Any financial and/or operational penalty inflicted by Daraz on the Seller for any breach of Platform Policies
Pending	The status on the Seller Center depicting that an order has been received and awaiting processing
Performance Scorecard	The report conveyed to the Seller by Daraz which depicts the operational performance of the Seller
Platform	The website Daraz or any affiliate website
Platform Policies	All the policies and guidelines applicable to Sellers and available on Daraz
Product(s)	The products which the Seller intends to sell on the Platform.
Ready to Ship	The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Daraz for delivery
Rejected Product	A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever
Required Product Information	Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Daraz may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Daraz from time to time; (e) digitized image that accurately depicts the Product, complies with all Daraz image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Seller requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Daraz may reasonably request) for accessories related to the Product that is available in Daraz’ catalog; and (o) any other information reasonably requested by Daraz (e.g., the condition of used or refurbished products)
Return Policy	The policy governing the return, refund, cancellation or rejection of products and which can be viewed within Daraz University
Returned Product	A Product that had been delivered but has been returned by the Customer, for any reason whatsoever
Rules of Packing & Shipping	The rules governing the dispatch and handling of the products sold by the Seller, which can be viewed within
Seller Center	The login based platform accessible by a Seller at https://www.sellercenter.daraz.com.bd by using the user name and password provided to it by Daraz
Seller Performance	The Seller performance in accordance with the policies and standards defined by Daraz
Seller Support Center	The support service provided by Daraz to solve the issues faced by Sellers as well as help Sellers grow their business
Shipped	A Product is considered shipped and on course for delivery to the Customer
Signup Process	Process via which person(s) or entities sign up to sell on Daraz’ online marketplace
Third Party Logistics (3PL)	An external service provider designated by Daraz for shipping

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3. ACCESS TO PLATFORM AND SELLER CENTER

3.1. After going through and successfully completing the Signup Process, Daraz shall provide the Seller with a unique username and password to access the Seller Center and complete the registration process.

3.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Center such as, but not limited to, address and bank account number. Daraz is not responsible for any liability arising from incorrect information supplied by the Seller.

3.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Daraz from any damages or injury resulting from any unauthorized use of its password.

3.4. Any correspondence or communication received through the Seller Center and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Daraz shall be entitled to rely on such correspondence or communication.

3.5. Every message sent to the Seller through his registered email in the Seller Center account or via Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Daraz and the Seller.

3.6. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via Daraz.

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4. FEATURING PRODUCTS ON THE PLATFORM

4.1. Daraz shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Daraz.

4.2. Daraz may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price

4.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Daraz.

4.4. Any particular Product(s) featured on the Platform may be delisted by Daraz if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.

4.5. Seller shall provide Daraz with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.

4.6. Daraz reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

4.7. Where at the request of the Seller, Daraz produces digitized images and photographs of the Product(s) for display on the Platform, Daraz may charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.

4.8. Featuring any Product on the Platform shall constitute an offer of sale by the Seller to all persons using the Platform.

4.9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Daraz.

4.10. Daraz will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.

4.11. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

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5. SELLER PERFORMANCE

5.1. The Seller agrees to respect and follow Daraz’ Customer Protection Policy. The Customer Protection Policy can be found at Daraz University. If any changes occur in the policy, the Seller will be informed via email.

5.2. Daraz measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:

5.2.1. Daraz will rank the Seller based on performance. There are daily order limits associated with each rank. Details can be found at Daraz University

5.2.2. Daraz may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.

5.2.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Daraz’ Platform. Daraz retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

5.2.4. Daraz may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

• Selling counterfeit and illegal Products
• Slow fulfilment of orders
• Cancellations and orders out of stock
• Lack of respect of packaging guidelines
• High rate of return on products

5.3. The Seller shall not make any communication to the customer in any manner i.e. by phone, email, advertisement, promotional offer, directly or indirectly without prior written consent from Daraz. In the event it is found that the Seller has communicated to the customer in any manner directly or indirectly without prior written consent from Daraz, then, without prejudice to any other rights provided to Daraz under the existing laws of country and this Agreement, the Seller shall be liable to pay a compensation of Tk. 1,00,000/- (Taka one lac) to Daraz. In addition, Daraz can delist, downgrade the Seller from its site at such event.

5.3.1. The seller shall never send empty delivery boxes to the customers. In the event of the seller sending empty delivery box to a customer, the seller shall be liable to pay a compensation, without prejudice to any other rights provided to Daraz under the existing laws of country and this agreement. 
In addition, Daraz can deactivate, delist, downgrade the seller from its site at such event.

Compensation Structure:

• Order amount 0-500 BDT = Penalty of 500 BDT
• Order amount 501-1000 BDT = Penalty of 1000 BDT
• Order amount 1001 BDT and above = Penalty of 5000 BDT

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6. SELLER OBLIGATIONS TO CUSTOMER SERVICE

6.1. Daraz may forward questions or complaints received by Daraz’ Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Daraz on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

6.2. On receiving Seller’s response to any question or complaint, Daraz shall promptly forward the response to the Customer.

6.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.

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7. COMMISSION

7.1. As an agent for the Seller, Daraz shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.

7.2. The commissions are calculated as a percentage of the Listed Price inclusive of all applicable taxes.

7.3. These Commissions are deducted by Daraz when making a payout to the Seller defined under Payments.

7.4. Daraz reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Seller before enactment.

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8. PAYMENTS

8.1. Daraz shall receive and process all payments for Products purchased on the Platform on behalf of the Seller for a service fee. Daraz shall periodically remit to the seller a payment equivalent to the amount of the Listed Price for the Product(s) received from a Customer, less any promotional discounts/bundles or offers as provided to the customer by the seller, less Daraz’s commission for the sale of the Product(s), less any other service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

8.2. The payments will be made to the Seller on a weekly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 7 days after the Product has been successfully delivered to the Customer. Timelines of payments can be viewed at Daraz University

8.3. Daraz will ensure payment statements are available on the Seller Center with all relevant payment information.

8.4. All payments will be made in Bangladeshi Taka. In case the Seller wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Seller Center. Payments will be made via online transfer to the Bank Account specified by the Seller in the Seller Center.

8.5. The Seller agrees that Daraz shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account

8.6. In case a payment has been issued by Daraz to the Seller for a delivered item that is later returned to Daraz by the customer, Daraz will deduct equivalent amount in the next cycle and return the product to the Seller (subject to return policy).

8.7. In case a Seller’s Product is lost by Daraz and/or 3PL during transit or handling, Daraz will reimburse the Seller for the Product in question.

8.8. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), Daraz will reimburse the Seller for the Product in question given the case is reviewed and accepted by Daraz in favor of the Seller. For such a reimbursement, title of ownership of said Product shall only pass to Daraz in the case Daraz decides to hold the Product for commercial purposes. Daraz may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Daraz.

8.9. Daraz shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.

8.10. Any sums due to the Seller hereunder may be applied by Daraz as a set off against any sums owed by the Seller to Daraz, or against any claims of third parties against Daraz arising from the Seller’ performance, whether under this agreement, any Contract or other document.

8.11. The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Daraz shall have no liability in this regard.

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9. SELLER’S WARRANTY POLICY

9.1 Introduction
9.1.1. Daraz Bangladesh Limited also hereby known as “we”, “us” or “Daraz” is an online marketplace (“platform” or “site”) where the Seller (hereinafter referred to as “you” or “seller”) displays and enlists his/her product on the platform for sale to the registered users of the platform. The contract of sale of products between you and the user of the platform is a strictly bipartite contract where Daraz acts as the facilitator and Daraz cannot be a party to or control in any manner. 

9.1.2. While registering as a seller of the online marketplace, you have signed the marketplace agreement (“Agreement”) and agreed to abide by all the terms and conditions of the Agreement. This Principle Seller’s Warranty Policy (“Policy”) shall be an integral part of the Agreement and Sellers providing warranty for any product on the platform of Daraz shall be bound to comply with the terms and conditions stated hereinunder. If you do not agree to be bound by this Policy, you shall unregister yourself as the Seller of Daraz and do not access, register with, or use the facilities of the Site. This Policy is deemed effective upon your registration on the Site as a Seller which signifies your acceptance of these terms.

9.1.3. Daraz reserves the right to change, modify, add, or remove portions of these Terms and Conditions at any time without prior notification. Please check this Policy regularly for updates. Your continued use of this Site following the posting of changes to the terms and conditions of the Policy constitutes your acceptance of those changes.

9.2 Scope
9.2.1 The Seller at the time of displaying the product for sale on the online platform of Daraz may provide a warranty for any product that has the value of BDT 1000 (One thousand Taka) only or more. The availability, duration, specification, and criteria of the warranty shall be clearly mentioned on the Product Description Page (hereinafter referred to as “PDP”) for the customers to apprehend prior to the purchase of any product of the Seller. 

9.2.2 All warranty provided by the Seller to the Customers shall be governed by this Policy and the Sellers shall be bound to comply with the same. 

9.2.3 This agreement expressly supersedes prior agreements or arrangements between the Seller and the Customers in relation to the warranty of a product unless otherwise agreed between the Parties. 

9.2.4 The Seller agrees that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of the Seller. 

9.2.5 This Agreement shall be an integral part of the Marketplace Agreement that the Seller agrees to register on the platform to use the services of the platform. This agreement will be considered valid as soon as the Marketplace Agreement is electronically accepted by the Seller. 

9.2.6 Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time. 

9.2.7 Due to the constant improvement of Daraz’s services, this Warranty Policy will evolve and change over time (with or without notice to the Seller). The Seller shall review this Policy from time to time to be aware of any changes made to the Policy. The Seller’s obligations in relation to any warranty provided to a product are subject to this Warranty Policy and any other policy that may be enacted and executed for the same purpose.  

9.2.8 To maintain its reputation for quality and high service standards, Daraz reserves the right to delist the Seller, terminate the relationship with the Seller, impose a financial penalty, etc. provided that the Seller fails to comply with any of the obligations stated under this policy at its sole discretion

9.3 Types of Warranty
The Seller as per its seller category can provide three types of warranty:

9.3.1 Brand Warranty: Brand warranties are warranties provided by the brand/manufacturer of the product. Daraz does not take any responsibility for after-sales services provided by the brand/manufacturer. The Seller shall receive the products from the customers directly through their authorized service centers to provide repair/replacement of the product as per the warranty conditions.  

9.3.2 Seller Warranty: Seller warranties are warranties provided directly by the Seller who has sold the product to the Customer. The terms and conditions of this warranty may differ from seller to seller. However, the terms and conditions imposed by the Seller for the services that may be provided under the Seller’s warranty must be clearly communicated to the customer in detail on the PDP. 

9.3.3 International Manufacturer/Seller Warranty: This warranty is directly offered by international manufacturers/sellers of the product. The Seller shall receive the products from the customers directly through their authorized service centers to provide repair/replacement of the product as per the warranty conditions. The geographical location of the service center may vary based on the brand’s regional presence and may require the customer to ship the product out of the country. The Seller in this case must provide the full address in detail on the PDP for the customer to ship the product and claim the warranty services.

9.4 Applicability of Warranty Policy

9.4.1 If any defect or malfunction is identified in the product within 7 days (Non-DarazMall Product) or 14 days (DarazMall Product) from the date of the delivery (hereinafter referred to as the “Return Period”), the customer may choose to get the product refunded directly through Daraz without going through a warranty claim with the manufacturer/seller as per the Return & Refund Policy of Daraz even if the defect or malfunction falls within the ambit of the warranty services attached with the product. The Seller must be liable to provide whichever avenue the Customer selects to obtain the remedy for the said defect/malfunction. 

9.4.2 If any defect/malfunction is identified after the Return Period and the product has a warranty, the Seller shall be bound to provide the required services as per the warranty condition. The customers shall have the right to contact the manufacturer/seller service center listed on the warranty card, Brand Contact list, or, PDP to obtain the warranty services. Provided that the defect/malfunction falls within the scope of the warranty condition given at the time of the sale of the product, the Seller must provide all the required services as mentioned in the warranty to ensure that the Customer’s issue is resolved.    

9.4.3 If any defect/malfunction is identified after the Return Period and the product has no warranty, neither Daraz nor the Seller/Manufacturer shall be responsible for any defects/malfunctions/damages.  

9.4.4 Warranty shall be applicable from the delivery date of the product and the Seller shall be solely responsible for providing all the services applicable under warranty conditions and this Warranty Policy until the last day of the warranty period. 

9.4.5 The Seller/Manufacturer of the product shall be liable to provide the warranty and after-sales services within 15 days from the day of receiving the product from the customer. Provided that the Seller/Manufacturer fails to provide the required services and return the product to the customer within the said time period, Daraz at its sole discretion shall determine an amount to be refunded to the customer in consideration of the price and duration of use of the product or the Seller/Manufacturer shall replace the said product with a new product (whichever Daraz may deem fit at the circumstance). The Seller must be bound to oblige with the said decision of Daraz without any delay. Provided that, Daraz chooses refund to be an avenue to resolve the matter, the same amount shall be deducted from the Seller Payment following the issue of the refund.

9.5 Seller Obligations
9.5.1 In case of a defect/malfunction/damage which falls within the scope of the warranty services, the Seller shall provide the said services as per the terms & conditions provided with the warranty description on the PDP or warranty card provided that the customers have not violated any terms and conditions set out by the warranty provider. The Seller shall be obliged to provide the services and remove the defect within 15 days from the date of receiving the product from the customer.

9.5.2 Provided that the customer requests the item to be replaced instead of the defect removal or if the defect relates to a part of the item and the customer requests the part to be replaced, provided that no inadequate costs are incurred to the Seller with respect to the price of the goods or level of the defect, the Seller shall facilitate the customer with such replacement. 

9.5.3 In case of a defect that cannot be removed and which impedes the duly usage of the product or service, the Seller must provide a replacement of the item. The same obligation of the Seller shall be applicable in case of defects, which can be removed but due to repetitive occurrence of the defect after the repair or a higher number of defects that resulted in the inability of the customer to use the product duly.

9.5.4 In case of defects, which cannot be rectified either by replacement or repair, the customer shall be facilitated as per clause 4.5 of this Policy. 

9.5.5 The Seller must ensure that the updated information regarding the address of its service centers is provided on the PDP, warranty card, and, on the Brand Contact list displayed on the platform of Daraz. 

9.5.6 The Seller must ensure that the service of the highest quality is provided to the Customer at the time of repairing/replacing the product as per the warranty conditions.  

9.5.7 The Seller must never knowingly deceive or mislead a customer by misrepresenting the terms and conditions of the warranty provided by the Seller. 

9.5.8 The Seller must not provide a replacement of the product or part of the product with any counterfeit or replica product or part of the product. 

9.5.9 The Seller shall be solely responsible to ensure that all warranty provided with the product is in adherence and compliance with all the laws, rules, and regulations as applicable. 

9.5.10 Where warranty is applicable for any product, the Seller must provide a written warranty card or e-warranty card to the Customer at the time of the delivery of the product. Provided that the Seller fails to provide any warranty card or e-warranty card, the Customer shall be entitled to claim the warranty by producing the Daraz Invoice or Daraz E-Invoice of the purchased product.

9.5.11 The Seller must ensure that prior to the purchase of the product the specifications of the warranty which includes but are not limited to the type of the warranty, duration, available services under the warranty, etc. must be mentioned on the PDP of the platform in clear and understandable language for the customers to see and review.

9.6 Obligations regarding the contents of warranties
9.6.1 The Seller must maintain full conspicuous disclosure of terms and conditions regarding the available services under the warranty provided. 

9.6.2 The terms and conditions of the warranty must be written in a language that shall be readily understood by the Customer. 

9.6.3 The written warranty must include:

• The clear identification of the names and addresses of the warrantors/sellers/manufacturers.
• The identity of the party or parties to whom the warranty is extended.
• The products or parts covered in the warranty that shall be eligible for repair or replacement.
• A statement describing the obligations of the warrantor/seller/manufacturer in the event of a defect, malfunction, or failure to conform with such warranty.
• A statement describing the expenses the customer is required to bear.
• Any exception and exclusion from the terms of the warranty.
• The step-by-step procedure that the customer should take in order to obtain performance of any obligation under the warranty, including the identification of any person or class of persons authorized to perform the obligations set forth in the warranty.
• The characteristics of properties of the products, or parts thereof, that are not covered by the warranty.
• The elements of the warranty in words or phrases which would not mislead a reasonable, average customer as to the nature or scope of the warranty.

9.7 Duration of the Warranty
9.7.1 The duration for which the warranty services shall be applicable must be displayed by the Seller on the product page and warranty card/e-warranty card. 

9.7.2 The warranty period shall start from the date of the delivery of the product to the Customer. The customer shall be entitled to avail the warranty services until the last day of the warranty period. 

9.7.3 The warranty period shall be determined at the sole discretion of the Seller and the same shall be displayed and communicated to the Customer. 

9.7.4 Daraz may prescribe rules for extending the period of time a warranty is in effect to correspond with any period of time in excess of a reasonable period during which the customer is deprived of the use of such product by reason of the failure of the product to conform with the written warranty or by reason of the failure of the warrantor/seller/manufacturer to carry out such warranty within the period specified in the warranty. 

9.7.5 The Seller shall be liable to provide the warranty services to the customer for the full duration of the warranty period. If the Seller is delisted, removed, or banned by Daraz or the Seller itself stops using the platform of Daraz to sell its products shall not affect such liability of the Seller. Provided that the Seller/Manufacturer is in breach of this clause, Daraz shall have the right to penalize or commence appropriate legal proceedings against the Seller/Manufacturer as per the Seller Agreement or Marketplace Agreement (whichever is applicable) executed between the Seller/Manufacturer and Daraz.

9.8 Duties and conditions imposed on the customer by Seller
9.8.1 In fulfilling the duties under this Policy and the warranty services stated in the warranty card, the Seller shall not impose any duty other than the duties that are prescribed in the warranty provisions provided to the customers at the time of the sale of the product.   

9.8.2 Notwithstanding paragraph 8.1, a Seller may require, as a condition to replacement/repairment of any product, that such product shall be made available to the Seller free and clear of liens and other encumbrances, except where such requirement may be deemed to be unreasonable.

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10. INTELLECTUAL PROPERTY

10.1. The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

10.2. The Seller undertakes and represents to Daraz that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Daraz acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

10.3. The Seller represents and warrants to Daraz that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.

10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.

10.5. The Seller shall not be entitled to use any Intellectual Property belonging to Daraz without Daraz’ prior approval in writing.

10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Daraz or Seller’s on the platform or otherwise tarnish or dilute any Daraz or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party.

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11. CONFIDENTIALITY

11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Daraz, or produced or created by the Seller for Daraz hereunder are the intellectual property of, and confidential to Daraz and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Daraz, and shall be disclosed within the Seller’s organization only on a need-to-know basis.

11.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.

11.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.

11.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.

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12. INDEMNIFICATION

12.1. The Seller agrees to release, defend, indemnify and hold harmless Daraz, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

12.1.1. any defect in Products sold to any Customer;

12.1.2. any claim made by any Customer on the basis of any Contract;

12.1.3. any defect in the packaging or shipping of a Product by the Seller;

12.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;

12.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or

12.1.6. any breach in any warranty or representation made herein.

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13. LIMITATION OF LIABILITY

13.1. The Platform And Seller Center, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The Seller Center, Are Provided “As-is.” The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The Seller Center At Its Own Risk. To The Fullest Extent Permissible By Law, Daraz Disclaims:

Daraz Does Not Warrant That The Functions Contained In The Platform And Seller Center Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Daraz Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

13.2. Because Daraz Is Not A Party To The Contracts Between Customers And Sellers, If A Dispute Arises Between Them, The Customer And Seller Release Daraz (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.

13.3. Daraz Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Seller Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Seller In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Daraz Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, Daraz’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Seller To Daraz Except For Under Clause 5.6.

(i) Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;

(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And

(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Daraz’ Negligence.

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14. FORCE MAJEURE

14.1. Daraz shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Daraz’ obligations if the delay or failure was due to any cause beyond Daraz’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Daraz’ reasonable control:

14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

14.1.3. import or export regulations or embargoes;

14.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Daraz or of a third party);

14.1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;

14.1.6. power failure or breakdown in machinery.

14.2. Daraz may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Daraz shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.

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15. DURATION & TERMINATION

15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

15.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Daraz shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.

15.4. The following shall constitute events of default:

15.4.1. the Seller being in breach of any warranty or representation under this agreement or any Contract;

15.4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Daraz of such breach;

15.4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;

15.4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;

15.4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

15.4.6. the Seller ceasing or threatening to cease to carry on business; or

15.4.7. Daraz reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.

15.6. The Parties will settle all outstanding liabilities on termination of this agreement.

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16. ASSIGNMENT

16.1. The Seller may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Daraz. If consent is granted, any such assignment by the Seller shall not increase or alter Daraz’ obligations nor diminish the rights of Daraz, nor relieve the Seller of any of its obligations under this agreement or any Contract.

16.2. Daraz reserves the right to assign this agreement, in whole or in part, to any party, including Daraz’ affiliates.

16.3. The Sellers shall give Daraz prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

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17. NOTICES

17.1. All notices between the Parties shall be in writing.

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18. RELATIONSHIP OF THE PARTIES

18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Daraz in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.

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19. MODIFICATIONS

19.1. The Seller acknowledges and agrees that Daraz may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Center or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Center to review the current agreement (including the Platform Policies). Daraz will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND SELLER CENTER AFTER DARAZ’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

19.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Center or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.

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20. MISCELLANEOUS

FULFILMENT MODELS

The Seller has a choice between 2 different Fulfilment Models (Dropship or Daraz Express). When creating an account on Seller Center, the Seller is by default operating on Dropship. The seller can apply for Daraz Express by contacting its dedicated account manager or the Seller Support Center.

20.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Daraz shall be subject to correction without any liability on the part of Daraz.

20.2. No waiver by Daraz of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

20.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

20.5. This agreement shall be governed by the laws of Bangladesh and the Parties agree to submit to the exclusive jurisdiction of the competent courts.

20.6. Daraz shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.

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21. DROPSHIP

21.1. Inventory Treatment:

21.1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Center on a daily basis.

21.1.2. In the event that the Seller reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Seller Center.

21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Seller Center and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized for breaching Platform Policies.

21.2. Order Processing and Packaging:

21.2.1. Upon receipt of an order for the purchase of Products, Daraz shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Seller center, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order – as provided by the Customer. Order Status on the Seller Center will be depicted as Pending and is a confirmation of an order placed by a Customer.

21.2.2. Upon receipt of information under Clause 6.1 above, the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Daraz via email at sellercenter@daraz.com.bd.

21.2.3. The Seller is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines available at Packaging Guidelines. Failure to do so will result in cancellation of orders by Daraz and further penalties and/or delisting. All related costs of this cancellation will be borne by the Seller.

21.2.4. Packaging materials to be used are prescribed within the Packaging Guidelines and can be purchased at Packaging Materials.

21.2.5. The Seller must print and pack the invoice, shipping label and returns form generated via the Seller Center with the shipment package.

21.3. Shipping and Order Fulfilment:

21.3.1. Seller shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Daraz.

21.3.2. The Seller acknowledges and agrees that:

• Neither the 3PL nor Daraz shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
• The 3PL and Daraz shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers
• All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.
• No package will be handed over to 3PL nor Daraz Hub if the order/item status is marked as “canceled” on Seller Center prior to its shipment.
• The Seller acknowledges that Daraz shall not be liable to pay for any payment(s) of any canceled packages to the Customer.
• For the avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Daraz.

21.4. Cancellations, Rejections, Returns and Refunds

21.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

21.4.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any canceled status orders for shipment to 3PL / Daraz hubs. Any such shipment and liability associated with the same shall remain the Sellers responsibility at all times.

21.4.3. The Seller authorizes Daraz to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

21.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Daraz may, at its discretion, charge the entire cost of shipping the Product to the Seller.

21.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

• Defective/Damaged Product
• Incorrect Product
• Incomplete Product
• The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
• The product is unused, unworn, unwashed and without any flaws.
• The product includes the original tags, user manual, warranty cards, freebies and accessories.
• The product is returned in the original and undamaged manufacturer packaging / box.

21.4.6. In case of a return, Daraz may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Daraz or to the Seller. 21.4.7. In case of returned products, Daraz protects the Seller by conducting a quality control check at Daraz’ Fulfilment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

21.4.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Daraz’ inquiry into and decision as to the condition of the Product at the time of delivery.

21.4.8. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Daraz to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs Daraz to dispose the Product.

21.4.9. Daraz may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

21.4.10. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.

21.5. Additional Services

21.5.1. Pick-up: The Seller can opt for a pick-up service, whereby Daraz will pick up the processed package from the Seller before dispatching to the end Customer. Daraz may charge a pick-up Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).

21.5.2. Packaging and Processing (Cross-dock): Daraz will be responsible for processing and packaging an order once the Products are handed over via drop-off or pick-up, by the Seller. The Seller simply needs to make the Product purchased by the customer available to Daraz. Daraz may charge a Cross-docking Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).

21.5.3. Latest charges for all additional services can be viewed at Daraz

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22. DARAZ EXPRESS

22.1. Inventory Treatment:

22.1.1. In the case the Seller opts to operate on Daraz Express, the Parties shall agree on the type and quantity of Products, which the Seller shall deliver to the Fulfilment Center located at the address notified by Daraz to the Seller through the Seller Center. If, for any reason, the Seller is unable to deliver the Product(s) to the Fulfilment Center, it may request Daraz to pick up the Product(s) from the Seller’s premises or such other location as may be notified by the Seller for which Daraz may, at its discretion, charge a Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s).

22.1.2. The Seller shall deliver the Products to the Fulfilment Center within the agreed and specified timeline with Daraz’ operations team.

22.1.3. Either Party may alter the type and quantity of the Products by providing notice no less than five (5) Business days to the other Party prior to the delivery of the Products to the Fulfilment Center.

22.1.4. Prior to the delivery, the Seller shall provide to Daraz the Required Product Information agreed to be delivered, which shall be accurate (for instance a box marked as “16GB Galaxy Note” shall contain a 16GB Galaxy Note mobile phone or box clothing marked as “Medium” shall contain clothing of medium size). Seller shall ensure that each Product clearly states its unique code and its Seller price, along with other code stickers and tags. Upon delivery to the Fulfilment Center, the Seller shall produce a packing list containing the relevant above mentioned information, which shall be confirmed by Daraz.

22.1.5. After the delivery, Daraz may independently conduct a Quality Check (QC) on the Products at the Fulfilment Center. Daraz shall only accept the delivery of any Product if it passes the QC, otherwise the Product shall be returned back to the Seller within thirty (30) days of delivery to Daraz.

22.1.6. The Products shall be stored at the Fulfilment Center until they are sold on the Platform or returned to the Seller. The Products shall be stored at the Fulfilment Center at the Seller’s risk. Daraz may charge the seller a storage Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s).

22.1.7. The Seller warrants and confirms that it shall not create any mortgage, lien, hypothecation or any other security interest over its Products, which are stored at Daraz’ Fulfilment Center.

22.1.8. In case Daraz decides to stop featuring any Products on the Platform for any reason whatsoever, it shall return those Products to the Seller.

22.1.9. Daraz may move Products among different Fulfilment Centers at its discretion.

22.1.10. The Seller acknowledges and confirms that:

22.1.11. Daraz shall have no duty as a bailee and the Seller waives all rights and remedies of bailor related to or arising out of any possession, storage or shipment of the Seller’s Products by Daraz or any of its contractors or agents.

Storing its Products at a Fulfilment Center may create a tax nexus for it in any country, state, province, or other localities in which the Products are sold, and the Seller will be solely responsible for any taxes owed as a result of such storage. In case any tax is assessed against Daraz as a result of acting as commission agent for the Seller in connection with the storage of the Products or otherwise, the Seller will be solely responsible for taxes and will indemnify and hold Daraz harmless from such taxes.

22.2. Order Processing and Packaging:

22.2.1. Upon receipt of an order for the purchase of any Product(s) through the Platform, Daraz shall be responsible for dispatching and delivering the Product(s) to the Customer.

22.2.2. Daraz may, as mutually agreed between Daraz and the Seller, be responsible for packing the Product(s) sold on the Platform on behalf of the Seller, and may bill that cost as a service Fee to the Seller. The Seller acknowledges and confirms that Daraz may, at its option, use branding materials, such as stickers, which identify that the Product(s) was sold through the Platform.

22.3. Shipping and Order Fulfilment:

22.3.1. Seller shall remain sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Daraz.

22.3.2. The Seller acknowledges and agrees that:

22.3.3. Daraz shall be responsible for the dispatch and delivery of any sold Product(s) from the Fulfilment Center to the Customer in accordance with the rules of packaging and shipping as contained within this agreement and relevant Platform Policies.

• Neither the 3PL nor Daraz shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
• The 3PL and Daraz shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers
• All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

22.4. Cancellations, Rejections, Returns and Refunds

22.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

22.4.2. The Seller authorizes Daraz to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

22.4.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Daraz may, at its discretion, charge the entire cost of shipping the Product to the Seller.

22.4.4. Given that the Product shipped to the Customer from the Fulfilment Center, the Rejected Product shall be reincorporated into the Seller’s inventory of Products at the Fulfilment Center for a subsequent order.

22.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

Under the following conditions

• Defective/Damaged Product
• Incorrect Product
• Incomplete Product
• The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
• The product is unused, unworn, unwashed and without any flaws.
• The product includes the original tags, user manual, warranty cards, freebies and accessories.
• The product is returned in the original and undamaged manufacturer packaging / box.

22.5. In case of a return, Daraz may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Daraz or to the Seller.

22.6. In case of returned products, Daraz protects the Seller by conducting a quality control check at Daraz’ Fulfilment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.

22.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Daraz’ inquiry into and decision as to the condition of the Product at the time of delivery.

22.8. Given that the Product was shipped to the Customer from the Fulfilment Center, the Returned Product shall be reincorporated into the Seller’s inventory of Products at the Fulfilment Center.

22.9. Given that the Product was shipped to the Customer from Daraz’ Fulfilment Center and the Customer requests a replacement, the Seller authorizes Daraz to send a replacement Product to the Customer.

22.10. Daraz may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

22.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.