EX-10.11



 Exhibit 10.11 

CONFIDENTIAL 
 CONFIDENTIAL TREATMENT REQUESTED
UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE COMMISSION. 
 Payment Services Provider Agreement 

This Payment Services Provider Agreement (“Agreement”) is entered into as of July 22, 2013 (the “Effective
Date”) between Stripe, Inc., a Delaware corporation with offices at 3180 18th Street, Suite 100, San Francisco CA 94110 (“Stripe”) and Shopify Payments (USA) Inc., a
Delaware corporation with offices at c/o CT Corporation, Corporation Trust Centre, 1209 Orange Street, Wilmington Delaware 19801 USA (“Shopify USA”). Stripe and Shopify USA may be collectively referred to herein as the
“Parties” and each as a “Party”. 
 RECITALS 

A. Stripe provides payment processing services to software developers and other third parties for financial transaction processing of credit
cards, debit cards, and other Payment Devices, including such cards that are issued for acceptance on the payment networks operated by Visa, Inc. (“Visa”), MasterCard International Incorporated (“MasterCard”),
American Express (“Amex”) and other Payment Network operators (Stripe’s payment processing services collectively referred to herein as the “Stripe Services”); 

B. Shopify Inc. (as further defined below, “Shopify”), the parent company of Shopify USA, is a provider of various commerce
services to third-party merchants pursuant to an agreement with each of them; 
 C. Under the terms of the Services Agreement dated
April 16 2012, between Stripe and Shopify (the “Original Platform Agreement”), Stripe provides the Stripe Services to certain third-party merchant customers of Shopify (“Old Portfolio Merchants”); and 

D. Shopify USA desires to become a registered payment service provider of Wells Fargo Bank, N.A. (the “Bank”) pursuant to
which it will provide financial processing products and services of Stripe and the Bank (such services being “Shopify Payments”) to Shopify Merchants in the Territory (as such terms is defined blow); 

The Parties hereby agree as follows: 

AGREEMENT 
 1. Definitions.
Capitalized terms used in this Agreement and not otherwise defined in context are defined in Exhibit A attached hereto. 
 2. Scope of
Agreement. Subject to the terms and conditions of this Agreement: 
 a. Development and Implementation of the Services. 

  
 Confidential 

 
 1 









 CONFIDENTIAL 
  

 i. Subject to Section 3 and in accordance with the phased timeline
described in Exhibit B, the Parties will collaborate to make available Shopify Payments to Shopify Merchants and third-party merchant applicants. 

b. Transaction Processing. 

i. Shopify USA hereby appoints Stripe to provide the Stripe Services with respect for those Shopify Merchants that elect to procure
Shopify Payments pursuant to a Merchant Agreement (as defined below) (such a Shopify Merchant being a “Shopify Payments Merchant”); 

ii. Stripe accepts such appointment and, commencing on the Launch Date, will provide the Stripe Services to Shopify Payments Merchants
throughout the Term of this Agreement in the Territory. 
 iii. As and from the Launch Date, Stripe will provide the Stripe Services
for card-not-present Shopify Payments Merchant transactions (“CNP Transactions”) submitted over the internet; the Parties shall collaborate to develop and implement card-present merchant transaction (“CP
Transaction”) processing services at point-of-sale Shopify Payments Merchant locations in accordance with Section 6(b) for activation as soon as reasonably practicable. The date upon which the Parties first make Stripe Services
generally available for card-present transactions shall be mutually agreed upon (the “CP Date”). In addition, the Parties shall collaborate to integrate Shopify Billing payment processing into Shopify Payments in accordance with
Section 6(c).  
 c. Territory; International Expansion. As of the Launch Date, Stripe will make the Stripe
Services available to Shopify Payments Merchant who conduct business in the Territory in U.S. Dollar transactions. As and when Stripe is able to provide Stripe Services for merchants outside of the United States or in currencies other than U.S.
Dollars, Stripe shall offer such services to Shopify USA, Shopify and its affiliates under an additional agreement similar to this Agreement to be negotiated and agreed upon in each of those additional jurisdictions (each such agreement being a
“Foreign Processing Agreement”). For example, but without limitation, those Old Portfolio Merchants that are located in Canada will be eligible to be offered Canadian Dollar Stripe Services in Canada when Stripe and Shopify enter
into a Foreign Processing Agreement in respect of Canada. 
 3. Shopify Payments Implementation Phase 

a. Parties’ Continued Performance of Existing Platform Services Agreement. Until the Launch Date with regard to Old Portfolio
Merchants’ payment processing activity in the United States, (i) Stripe will continue to perform its obligations under the Original Platform Agreement, and (ii) Shopify 

  
 Confidential 

 
 2 









 CONFIDENTIAL 
  

 
USA shall not interfere with the continued performance by Shopify under the Original Platform Agreement. In addition, Stripe will continue to perform its obligations under the Original Platform
Agreement outside the United States, until such time as is otherwise agreed between Shopify and Stripe. At any moment in time a given Shopify Merchant that is processing through Stripe will be doing so as a result of only one of the following, but
not more than one: (i) the Old Platform Agreement; (ii) this Agreement, as a Shopify Payments Merchant; or (iii) pursuant to a Foreign Processing Agreement. The responsibility for services, fees payable between parties hereto and
applicable technical specifications for each of the foregoing scenarios shall be derived from the Old Platform Agreement, this Agreement or the Foreign Processing Agreement, as the case may be. Shopify USA may, at its discretion, but in coordination
with Stripe as provided for below, solicit or require Old Portfolio Merchants to enter into Merchant Agreements in substitution of their existing merchant agreements established under the Old Platform Agreement (each an “Old Merchant
Agreement”) (such substitution being a “Migration” to Shopify Payments). As and when Foreign Processing Agreements are entered into, Shopify or its affiliates shall, similarly, have the right to cause merchants procuring
Stripe Services under the Old Platform Agreement, in jurisdictions outside of the U.S., to Migrate to Shopify Payments (i.e. not the U.S. version) available as a result of the applicable Foreign Processing Agreement. The parties shall, prior to
August 1, 2013, establish a procedure by which such Migrations will take place that will be seamless from the perspective of the Shopify Merchant, which procedures shall foresee such Migrations not only in the U.S. but elsewhere as well. 

i. Treatment of Old Portfolio Merchants on Shopify Platform. The Parties shall mutually agree on a procedure and
timeline for the Migration of Old Portfolio Merchants to Shopify Payments. Shopify USA shall cause Shopify to agree to terms for such Migration to Shopify Payments procedures that are acceptable to Shopify USA. The Parties shall ensure that all
transaction data generated by an Old Portfolio Merchant prior to the effective date of a Migration to Shopify Payments is preserved and continues to be accessible to such merchants when using Shopify Payments. Subject to Applicable Law, the Parties
shall mutually agree on a procedure for transfer of/assignment or novation of existing Old Merchant Agreements between each Old Portfolio Merchant and Stripe under the Original Platform Agreement to the Merchant Agreement in order to give legal
effect to the Migration to Shopify Payments. The parties expect Migrations to be ongoing in light of the fact that in each jurisdiction where a Foreign Processing Agreement is adopted they expect there to be Shopify Merchants using Stripe Payments
under the Old Program Agreement prior to the effective date of the Foreign Processing Agreement. 

  
 Confidential 

 
 3 









 CONFIDENTIAL 
  

 ii. Change in Settlement Flows. In accordance with Applicable Law,
Payment Network rules and the applicable payment service provider agreements, the Parties shall cooperate to effect any necessary changes to merchant settlement flows as of the Launch Date to ensure proper settlement and assessment of Shopify
Payments fees for all transactions conducted under Shopify Payments, and termination of settlement flows to merchant settlement accounts such as they were under the Old Program Agreement merchant agreement for the merchant. 

b. Shopify Registration as Compliant Service Provider. In order to provide Shopify Payments to Shopify Merchants, Shopify USA shall
make commercially reasonable efforts to register with the applicable Payment Networks as a Compliant Service Provider to Wells Fargo Merchant Services Inc. (“WFMS”) no later than the Launch Date set forth in
Section 4(b). Stripe will make commercially reasonable efforts to assist and cause Bank to assist Shopify USA to obtain such registration. Stripe shall similarly assist and cause the applicable foreign bank to assist Shopify in obtaining
the applicable registrations in each Foreign Processing Agreement jurisdictions, such as they may be from time to time. 
 c. Development
and Testing of Shopify Payments. Shopify USA will develop Shopify Payments with technical assistance from Stripe. Shopify USA will test the Shopify Payments platform to the Parties’ mutual satisfaction in accordance with the timeline set
forth in Section 4(b). As additional functionality is developed and tested, the Parties will cooperate to incorporate such functionality into the existing services provided or available to Shopify Merchants. 

d. Merchant Account Application Interface (Dual Account Application). As further set forth in Schedule 3(d), Shopify USA shall
incorporate a web-based interface (the “Merchant Account Application Interface”) into Shopify Payments that permits a merchant to apply for both a Shopify Payments account, subject to a Merchant Agreement (as defined below) and a
Stripe Account. As between the Parties, Stripe will assume exclusive responsibility for the Stripe Account and shall indemnify and hold Shopify USA and its affiliates from any and all claims, liabilities or other losses arising from or related to
any Stripe Account. Until otherwise provided for herein, the Stripe Account shall remain inactive and no products or services shall be provided to the Shopify Merchants through such account. Shopify Services are provided pursuant to the Shopify
Merchant Agreement entered into by all Shopify Merchants prior to or concurrently with being solicited for Shopify Payments. Nothing in this Agreement shall be construed to require either party to transfer any information to the other party to the
extent that it cannot do so without violating Applicable Law. Shopify USA will develop and test the Merchant Account Application Interface to the Parties’ mutual satisfaction in cooperation with Stripe, and in accordance with the timetable set
forth in Section 4(b). The Merchant Account 

  
 Confidential 

 
 4 









 CONFIDENTIAL 
  

 
Application Interface shall collect and transmit sufficient data from each merchant applicant to permit Stripe to perform its underwriting and risk evaluation obligations under
Section 5(a). In addition, for merchants approved by Stripe (“Approved Shopify Merchants”), the Merchant Account Application Interface shall, by default, offer to merchant the ability to simultaneously create both a
Shopify Payments Account and a Stripe Account in accordance with Section 5(b). However, at the discretion of Shopify USA or the merchant, the Merchant Account Application Interface may also enable a Shopify Merchant to procure one, all
or a combination of the following: (i) Shopify Payments; (ii) a Shopify or Shopify USA-enabled third party payment service from PayPal or Google Wallet; (iii) other non-payment products and services of Shopify USA or third parties;
(iv) continue using a third party payment service; or (v) a new third party payment service that is not, as of the submission thereof, available through the Stripe Services. New Shopify Merchants that, prior to becoming such, had a payment
processor that they wish to continue using in conjunction with the Shopify Services, or that wish to cease using Shopify Payments but not Shopify Services, shall not be required to procure Shopify Payments or the Stripe Services or any other payment
service. 
 e. Development and Approval of Four-Party Shopify Payments Merchant Agreement. The provision of Shopify Payments to a
given merchant shall be conditional upon such merchant becoming a party to a four-party merchant agreement substantively in the form set out in Schedule 3.e hereto (the “Merchant Agreement”). The form of Merchant
Agreement shall not be changed without the prior consent of Shopify USA, Stripe, and the Bank. Under the Merchant Agreement, Shopify USA, Stripe and the Bank will be responsible to merchant to provide payment services, including the Stripe Services,
and Stripe will contract with the merchant as Shopify USA’s agent to deliver the Stripe Services on Shopify USA’s behalf, including obtaining all merchant approvals required to complete payment transactions. As between the parties hereto,
however, except as set out herein, Stripe shall bear exclusive responsibility for the supply of Stripe Services to Shopify Payments Merchants under Merchant Agreements. 

f. Third-Party Approvals. The Parties acknowledge that the form of this Agreement, the performance of the Stripe Services, the
operation of Shopify Payments, and the form of the Merchant Agreement are subject to the ongoing approval of the following entities, as well as subject to the terms of the applicable agreements with such parties (“Third Party
Terms”): 
 i. WFMS; 

ii. Wells Fargo Bank, N.A.; and 

iii. the applicable rules and regulations of Payment Networks. 

  
 Confidential 

 
 5 









 CONFIDENTIAL 
  

 Stripe represents to Shopify USA that this Agreement is consistent with all Third Party
Terms. In the event that Shopify USA is in breach of any Third Party Terms, without limitation to other rights of Shopify USA hereunder, Stripe shall provide Shopify USA notice of the breach together with a copy of the clause that Shopify USA is
alleged to have breached. Shopify USA will then have thirty (30) days from such notice to cure the breach before it shall be deemed to be in default hereunder. Notwithstanding the foregoing, nothing in this Agreement shall be construed to
require Stripe to continue providing services to Shopify USA under this Agreement to the extent that doing so would violate its contract with the Bank or other Third Party Terms. In the event that Stripe is required to cease providing services
hereunder on account of Bank or other Third Party Terms, it shall afford Shopify USA such time and reasonable assistance to wind-down its operations hereunder as such third party requirements will permit. 

To the extent that Third Party Terms, not expressly foreseen in this Agreement, cause a material adverse effect on Shopify USA or have the
effect of undoing the essential commercial bargain of this Agreement, then either party shall have the right to terminate this Agreement on ninety (90) days notice to the other party without penalty or recourse and Shopify USA shall be afforded
such time and reasonable assistance to wind-down its operations hereunder as such third party requirements will permit. 
 4. Transition From Stripe
Payment Platform to Shopify Payments. The Parties shall cooperate to transition from the Stripe Payment Platform as set forth in the Original Platform Agreement to Shopify Payments in accordance with this Section 4 as the default
method of providing Stripe Payments to Shopify Merchants. 
 a. Shopify Payments Deployment Terms and Acceptance Criteria. Subject to
the Third Party Terms, the Parties shall mutually agree on the criteria for testing, acceptance, and final deployment of Shopify Payments, and agree to make commercially reasonable efforts to complete testing and acceptance thereof in accordance
with Section 4(b). 
 b. Timetable. The Parties shall make commercially reasonable efforts to complete development and
testing of Shopify Payments and obtain all necessary third-party approvals no later than August 1, 2013. The Parties shall launch Shopify Payments within thirty (30) days after (i) the Parties mutually agree that the tasks set forth
in Section 3 have been completed, and (ii) each Party certifies to the other Party in writing that it has received all of the third-party approvals required under Section 3(f) (the “Launch Date”). 

c. Default Position; Marketing Commitment. Throughout the Term, subject to Section 3(d) hereof, (i) Shopify Payments powered
by Stripe will be the primary credit and debit card payment processor that Shopify USA or its affiliates 

  
 Confidential 

 
 6 









 CONFIDENTIAL 
  

 
presents, markets or promotes to Shopify Merchants in the Territory, and (ii) Stripe will be the only credit or debit card processing service used by Shopify or its affiliates to deliver
Shopify Payments. For greater certainty, Shopify may make other credit or debit card payment processing services or other payment services available to Shopify Merchants to accommodate such Shopify Merchants pre-existing relationships with other
payment providers, or service Shopify Merchants that elect to not use Shopify Payments, but will not encourage or promote the use of such alternative payment services. Shopify USA shall market and promote Shopify Payments to all Shopify Merchants in
the Territory in order to encourage them to utilize Shopify Payments. Stripe shall promote the Shopify Services to its customers in the Territory by providing a preferred listing in Stripe’s partner page or similar preferential placement on
Stripe’s website. 
 d. Non-Solicitation. For the Term hereof and for one (1) year thereafter (the
“Non-Solicitation Period”): 
 (i) None of Stripe or any of its affiliates shall, directly or indirectly themselves or
authorize any third party to, solicit Shopify Merchants to: (A) terminate a Shopify Merchant Agreement; or (B) terminate a Merchant Agreement. In addition, none of Stripe or any of its affiliates shall, directly or indirectly themselves or
authorize any third party to utilize the identity of Shopify Payments Merchants, or other information in respect thereof, learned by Stripe through the provision of the Stripe Services under this Agreement (“Shopify Merchant List”)
to solicit such Shopify Payments Merchants to procure credit or debit card processing services other than Shopify Payments. Stripe shall not be in breach of the foregoing in the event that a Shopify Merchant responds to a general advertisement by
Stripe that was published without making use of any the Shopify Merchant List or other information obtained through this Agreement, a Merchant Agreement or on account of Shopify USA performance hereunder; 

(ii) Except as provided herein with respect to a Stripe Account, Stripe shall not directly re-solicit any Shopify Merchant to offer them a
direct relationship with Stripe; 
 (iii) In the event that a Shopify Payments Merchant contacts Stripe concerning any payment service for
use on Shopify during the Term, Stripe will use reasonable efforts to direct such Shopify Payments Merchant to use Shopify Payments; 

(iv) None of Shopify USA or any of its affiliates shall, directly or indirectly themselves, or authorize any third party to, solicit Stripe
Merchants to terminate a Stripe Account. Shopify USA shall not be in breach of the foregoing in the event that a Stripe Merchant responds to a general advertisement by Shopify USA or one of its affiliates that was published without making use of any
information obtained through this Agreement, a Merchant Agreement or on 

  
 Confidential 

 
 7 









 CONFIDENTIAL 
  

 
account of Stripe performance hereunder; and 
 (v) Neither party hereto nor any of
their affiliates shall use information obtained in the course of performing hereunder to intentionally interfere in commercial relationships of the other party, provided that Shopify USA shall have the right to terminate any Merchant Agreement on
notice to the other parties thereto. 
 e. American Express. Notwithstanding anything to the contrary in this Agreement, unless otherwise separately
agreed in writing between Stripe and Shopify USA, Stripe will be the service provider with respect to American Express card transaction from Shopify Payments Merchants. Subject to the rights of American Express to require individual Shopify Payments
Merchants to enter into a direct agreement with American Express as a condition of processing American Express card (“Amex Card”) transactions, Shopify will have the right to establish the fees charged to Shopify Payments Merchants
for processing Amex Card transactions. 
 5. Operation of Shopify Payments 

a. Merchant Application Processing and Underwriting. On behalf of Shopify USA, and in accordance with WFMS requirements, Payment Network
rules, and Applicable Law, Stripe shall conduct the following underwriting, account approval, and risk management activities: 
 i.
Underwriting and Screening. Stripe shall underwrite and screen merchant applicants for Shopify Payments in accordance with Stripe’s applicable underwriting policies and procedures as approved by WFMS. Stripe shall also perform Know Your
Customer (“KYC”), OFAC, AML, and related screening activities, including conducting initial and periodic reviews of the MasterCard MATCH list and any other any other terminated or prohibited merchant lists specified by Bank in
determining whether a merchant applicant shall be permitted to enroll in Shopify Payments. The Parties mutually agree to cooperate in identifying any additional data or procedures pertinent to improving the merchant underwriting process. 

ii. Credit Decision. Pursuant to the activities described above, as between the Parties, Stripe shall have sole discretion on credit
approvals for merchant applicants, provided that Stripe will consider in good faith input of Shopify regarding credit decisions. Shopify USA may reject an Approved Merchant and deny them the ability to enroll in Shopify Payments. Shopify USA may
terminate any Merchant Agreement. 
 iii. Underwriting Input. Shopify USA shall have the right to require Stripe to increase Shopify
Payments Merchant merchant reserves, limit Shopify 

  
 Confidential 

 
 8 









 CONFIDENTIAL 
  

 
Payments Merchant transaction sizes or frequency, provided that Stripe is able, using its then-current technical systems, to implement such changes without significant manual intervention.
Nothing in the foregoing shall limit the ability of Stripe or the Bank to impose larger reserve requirements on a Shopify Payments Merchant or otherwise restrict their transaction volume. 

iv. Merchant Communication and Business Operations. As between the parties, Shopify will be primarily responsible for all direct,
merchant-facing communication regarding Shopify Payments, including requests for additional information, risk investigations involving merchant communication, and other tasks requiring direct merchant interaction to perform underwriting, credit or
ongoing compliance functions. Stripe will develop or otherwise make available the necessary APIs, mechanisms or channels to allow Shopify to identify the appropriate communications to Shopify Payments Merchants as required by Stripe, WFMS and Bank,
including but not limited to requests for merchant information or documentation. The parties acknowledge that certain Shopify Payment Merchant communication is subject to strict deadlines imposed by Payment Networks (e.g. chargeback notices),
consequently, Stripe’s systems shall deliver all required information for notices to Shopify Payments Merchants in a manner that will not materially impede on such deadlines. Where Payment Networks require notices to be sent by paper mail,
certified mail or courier, the postage or courier fees shall be paid by Stripe or Shopify USA, as the case may be. The parties will cooperate in good faith to help ensure that such communications are capable of being carried out in a timely and
efficient manner. 
 b. Creation and Ownership of Accounts. The Parties will collaborate to ensure a seamless end user merchant
experience for the Shopify Payments Merchant onboarding process, including, for example, data sharing between the Parties, and coordination of any requisite merchant consent to share such data, subject to the Applicable Law. Subject to selections
made by the merchant and the parties hereto in the course of the Merchant Account Application Interface, upon underwriting and credit approval from Shopify USA and Stripe, each approved Shopify Merchant will have or be eligible to have three
(3) accounts, as set forth below: 
 i. Shopify Accounts. Each Shopify Merchant shall have a Shopify account (“Shopify
Account”) pursuant to a Shopify Merchant Agreement, and Shopify shall be the sole owner of all Shopify Accounts. Each Shopify Account exists prior to any agreement of a Shopify Merchant under the Old Program Agreement or a Merchant
Agreement. Nothing in this Agreement shall prohibit Shopify, or any of its affiliates, from soliciting any Shopify Account for any product or service. As between the parties, Shopify shall be solely responsible for providing all services
contemplated in Shopify Merchant Agreements to Shopify Accounts, and the duration of such account’s existence shall be independent of the Term of this Agreement. 

  
 Confidential 

 
 9 









 CONFIDENTIAL 
  

 ii. Shopify Payments Account. Each Shopify Payments Merchant shall have a Shopify
payments account (“Shopify Payments Account”) pursuant to the Merchant Agreement. As between the parties hereto, Shopify USA shall be the sole owner of the Shopify Payments Account. 

iii. Stripe Accounts. Each Shopify Merchant will have a Stripe Account, and as between the parties Stripe will be the sole owner of
all such Stripe Accounts. For purposes of Shopify Payments, Stripe Accounts shall remain dormant until such time as this Agreement terminates, or a Shopify Merchant seeks to establish an independent relationship with Stripe outside the context of
this Agreement. For clarity, the establishment of such an independent relationship does not constitute a breach of the confidentiality, non-solicitation or other provisions of this Agreement in so far as Stripe has not intentionally solicited the
Shopify Merchant to terminate its relationship with Shopify USA or enter into some other relationship the purpose of which is to provide services that are intended to replace Shopify Payments as the Shopify Merchant’s payment solution either
within Shopify’s ecommerce store building and hosting service, or Shopify’s related POS service. For clarity, the Stripe Account established under this Agreement will not be used to process payments associated with any service other than
Shopify Payments, and as between the parties, Stripe shall be solely responsible for providing all services in respect of Stripe Accounts and the duration of such account’s existence shall be independent of the Term of this Agreement. 

iv. Transferability of Merchant Accounts. If a Shopify Payments Merchant terminates its Merchant Agreement, and the Shopify Payments
Merchant desires to continue receiving payment processing services from either Party under a new agreement with the respective Party, the Parties mutually agree to cooperate in providing an orderly transfer of the Shopify Payments Merchant’s
payment processing account information to the new payment processing service. A Party hereto that has solicited a Shopify Payments Merchant to terminate its Merchant Agreement in violation of the non-solicitation provisions hereof shall not benefit
from this provision. 
 c. Merchant Pricing. Shopify USA shall have the exclusive right to set merchant pricing for Shopify Payments
and, for the term of each Merchant Agreement, Shopify USA shall have the right to use the Stripe Services payment processing pricing interface and tools pursuant to this Agreement in order to assist in ascertaining, applying and administering
Merchant Fees (as defined below) under Merchant Agreements. 
 d. Stripe Promotion and Marketing. 

(i) Commencing on the Launch Date and throughout the remainder of the Term, Shopify USA will cause Shopify to host a


  
 Confidential 

 
 10 









 CONFIDENTIAL 
  

 
dedicated Shopify Payments page within Shopify’s website, which will identify Stripe and describe Stripe’s role in providing the Shopify Payments service (“Shopify Payments
Page”). The content and design of the Shopify Payments Page shall be mutually agreed upon by the parties. In addition, Shopify USA will cause Shopify to mention Stripe in a welcome email, if any, sent to each Shopify Payments Merchant, the
content of such mention to be mutually agreed upon by the Parties. 
 (ii) Shopify USA and Stripe shall ensure that
Shopify’s Account Application Interface and Stripe’s supporting APIs collectively allow each Shopify Merchant that is an Old Portfolio Merchant or otherwise holds an activated Stripe Account in use on Shopify, to sign up for a Shopify
Payments Account using their existing Stripe Account data, with a minimum of data re-entry, subject to acceptance of the Merchant Agreement. 
 6.
Transaction Processing. On behalf of Shopify USA, Stripe shall provide the following types of transaction processing services to Shopify Merchants in accordance with the terms of the Merchant Agreement: 

a. Card Not Present Transactions. Stripe shall process CNP Transactions submitted by Shopify Payments Merchants over the
Internet. 
 b. Card Present Transactions. Commencing on the CP Date, Stripe shall process CP Transactions conducted at point-of-sale Shopify Payment Merchant locations in the Territory. 

i. Provision of Terminals and Equipment. The Stripe Services shall operate in respect of CP Transactions, which operation shall be
capable of integrating to customary mobile and other POS equipment and gateways. Shopify USA shall, at its sole discretion, select the type of POS equipment that it wishes to use with Shopify Payments, subject to security and technical parameters
under applicable Third Party Terms and reasonably necessary for integration with Stripe Services. Shopify USA is under no obligation, however, to deploy POS equipment to its Shopify Payments Merchants. For greater certainty, during the term of this
Agreement and for one (1) year thereafter, none of Stripe or any of its affiliates shall, directly or indirectly nor may they authorize any third party to, utilize the Shopify Merchant List to solicit Shopify Merchants to procure POS equipment
other than as permitted by Shopify USA. 
 ii. Integration of POS Infrastructure with Stripe Services. When Shopify USA deploys POS
equipment to Shopify Payments Merchants, Shopify USA will utilize the Stripe API to integrate the POS Infrastructure with the Stripe Services to permit Stripe to process CP Transactions for Shopify Merchants. Stripe will cooperate with Shopify and
Shopify USA to add such additional 

  
 Confidential 

 
 11 









 CONFIDENTIAL 
  

 
functionality to the Stripe API as is reasonably necessary to support CP Transactions on the mutually agreed upon timeline. Subject to Section 4(c) above, nothing in this Agreement shall
prevent Shopify USA or its affiliates from using a third party acquiring bank or processor for card present transactions or other non-card-based payment transactions. 

iii. Transaction Data Sharing/Feed. In accordance with applicable Payment Network rules and financial institution requirements,
Shopify USA shall ensure that Stripe receives all data necessary to process CP Transactions. 
 iv. Customer Service. The parties
hereto shall share in customer service responsibilities in respect of Shopify Payments Merchants in a manner to be agreed upon between the parties. 

c. Shopify Billing. Shopify USA has the right to use the Stripe Services, as a merchant itself, or on behalf of its affiliates, for
billing to its Shopify Merchants, for which it shall pay the fees applicable to other services the Shopify USA procures hereunder. For greater certainty, fees billed to Shopify USA for Stripe Services used by Shopify USA, as a merchant itself, will
not be the fees normally paid by Shopify Payments Merchant, they will instead be the fees set out in Schedule 9 to this Agreement. Shopify USA is under no obligation to engage Stripe for its own processing needs as a merchant, and Shopify USA
may cease doing so at any time without penalty hereunder. Shopify USA billing or its billing on behalf of its affiliates may be, at the discretion of Shopify USA, added to Merchant Fees levied on Shopify Payments Merchant under Merchant Agreements
and settled to Shopify USA or its affiliate in the manner set out below. 
 7. Settlement Funds; Fee Disbursement and Flow of Funds. In
accordance with the applicable Merchant Agreement and the terms of this Agreement and the respective payment service provider agreements each Party has with WFMS, funds in settlement of Shopify Merchant transactions shall be cleared and settled as
follows: 
 a. Settlement of Funds. 

i. Merchant Accounts with WFB. Settlement funds for transactions completed by Shopify Payments Merchants through Shopify Payments will
be deposited to a Bank bank account titled in the name of Wells Fargo Bank for benefit of Stripe merchants (a “WFB FBO Account”). The terms and conditions associated with such account shall be established by direct contractual
relationship between Shopify USA and Bank. 
 ii. Settlement Procedures and Timing. No later than one (1) business day following
deposit by Bank into the WFB FBO Account of the face 

  
 Confidential 

 
 12 









 CONFIDENTIAL 
  

 
value of transactions processed by Shopify Payments Merchants, Stripe will remit to a deposit account of Shopify USA (the “Shopify USA DDA”) all Merchant Fees collected from such
Shopify Payments Merchant, provided that the WFB FBO Account has a balance adequate to cover all reasonably anticipated transfers to Shopify Merchants, transaction refund amounts and chargeback amounts for recent Shopify Merchant transactions.
Stripe and Shopify USA will cooperate to determine a method for determining such minimum balance. On receipt of the Merchant Fees in the Shopify USA DDA, Stripe shall have the right to debit such account, by ACH, for the amount of its Fees as well
as, without duplication, interchange and fees payable to Bank in respect of Shopify Payments Merchant transactions (such interchange and Bank fees being, collectively, the “Bank Fees and Interchange”). Insofar as the Bank has
off-set from settlements to Shopify USA or debited the Shopify USA DDA or Shopify USA has otherwise funded any amounts of chargebacks or other losses under Merchant Agreements, then Shopify USA shall have the right to offset from payments to Stripe
hereunder or debit from Stripe’s bank account identified by Stripe for deposits in conjunction with this Agreement (the “Stripe DDA”), the amount for which Stripe is responsible in respect thereof and any other liabilities that
Stripe may have to Shopify USA. As between the parties, Stripe shall be responsible to pay the Bank, on a timely basis, all Bank Fees and Interchange. In accordance with its published payout schedule and subject to the terms of the applicable
Merchant Agreement, Stripe shall instruct Bank to remit by ACH from the WFB FBO Account to an account designated by the Shopify Payments Merchant in the Merchant Agreement, the face value of their transactions less: (i) all fees payable under
the Merchant Agreement (such fees under the Merchant Agreement being the “Merchant Fees”, which may include not only fees for Shopify Payments but also Shopify or its affiliate fees for their respective services); and
(ii) other amounts owing by the Shopify Payments Merchant under the Merchant Agreement. Where Shopify Payments Merchant chargebacks are not funded by their settlements, each party hereto shall be responsible for providing to the Bank their
respective share of such liabilities (as set out in Section 13 of this Agreement below) by remitting them to the WFB FBO Account. 

iii. Reconciliation. Stripe shall conduct periodic reconciliation of the WFB FBO Account with Bank and with Shopify USA, for
transactions related to Shopify Payments Merchants, in accordance with Stripe’s standard reconciliation procedures. 
 iv.
Pre-Existing Accounts. For greater certainty, each Shopify Payments Merchant will be treated the same with respect to revenue sharing, pricing, and other terms under this Agreement, regardless of whether such Shopify Payments Merchant was
already procuring services from one of the Parties before becoming a Shopify Payments Merchant under this Agreement, 

  
 Confidential 

 
 13 









 CONFIDENTIAL 
  

 
except and to the extent otherwise contemplated herein in respect of Old Portfolio Merchants. 

b. Other Shopify. Subject to compliance with applicable Payment Network requirements, Stripe shall permit Shopify USA to utilize the
Stripe Services interface to submit additional settlement instructions to Bank to deduct any additional fees owed to Shopify or its affiliates, and to customize payout schedules for Shopify Merchants, subject to funds availability. 

8. Chargebacks and Payment Management; Merchant Data. On behalf of Shopify USA, Stripe will process retrieval requests and chargebacks, and handle
transaction data as follows for all Shopify Payments Merchants: 
 a. Compliance. Stripe will process all retrieval and chargeback
requests in compliance with all Bank, WFMS, and Payment Network requirements. 
 b. Routing. In accordance with the timeline and
other requirements set forth in Exhibit B, Stripe will configure the Stripe Services to programmatically route chargeback and retrieval request information to Shopify Payments. 

c. Processing and Merchant Communication. As between the Parties, Shopify USA will manage merchant chargeback pricing and chargeback
communications with Shopify Merchants subject to procedures mutually agreed upon by the Parties. 
 d. Payment Management
Platform/Merchant Data. Stripe will provide Shopify USA with all necessary transaction data, Stripe APIs, or other interfaces to permit Shopify USA to integrate each Shopify Merchant’s commerce platform with the Stripe Service’s
payment management features, including data regarding analytics, refunds and chargebacks. 
 9. Stripe Fees and Revenue Share. Shopify USA shall pay
Stripe the fees for the Stripe Services and share of Shopify Payments revenue as set forth in Schedule 9 hereto (the fees appearing in such schedule being the “Fees”). 

Stripe shall not make amendments to Fees except as a direct consequence of documented increases in its costs from Bank or Payment Networks without markup to
Stripe or Shopify USA and that Shopify USA shall have the right to pass through to Shopify Payments Merchants under Merchant Agreements. For greater certainty, increases in telecom, gateway, postage, rent and all other costs of the Stripe shall not
entitle Stripe to make any changes to Schedule 9 hereto. In the event of an increase in Fees other than as provided in the previous sentence, without limitation to other remedies available to Shopify USA, Shopify USA shall have the right to
terminate this Agreement without penalty. 

  
 Confidential 

 
 14 









 CONFIDENTIAL 
  

 Stripe may not impose new termination fees or amend termination fee amounts in existing Merchant Agreements.

 10. Branding Requirements. In connection with Shopify Payments, Shopify USA will comply with all applicable Payment Network and Bank branding
guidelines. Shopify Payments will be primarily branded as a Shopify service with Shopify Marks and include clear “powered by Stripe” or similar Stripe Marks within the account setup flow, as mutually agreed by the Parties. For
clarity, the parties anticipate that Stripe’s brand will be visible to the Shopify Merchant in multiple places in the Shopify Payments product experience, as mutually agreed, and do not intend that the Shopify Payments service will be a
“white labeled” experience. References to Stripe in the Shopify Payments product will not be linked to a Stripe site. 
 11. Merchant
Termination. In accordance with the terms of the Merchant Agreement, each Party may terminate a Shopify Merchant in its sole discretion. Upon any termination of a Merchant Agreement, the parties hereto shall immediately discontinue processing
transactions originated by the terminated merchant through Shopify Payments. 
 12. Fraud Management and Risk Monitoring. On behalf of Shopify USA,
Stripe shall perform fraud management and risk monitoring activities for enrolled Shopify Payments merchants in order to comply with Bank policies and Payment Network rules, as well as to manage the fraud risks associated with transactions submitted
by Shopify Merchants. The Parties shall cooperate in identifying any additional information or procedures that the Parties may employ to reduce fraud and monitor risk on behalf of Shopify Merchants and Shopify Merchant customer shipping
information. The Parties shall cooperate in determining best practices for the integration of third-party fraud management services with Shopify Payments, in order to augment Stripe’s fraud management and risk monitoring activities. Unless
otherwise agreed, each Party will bear the cost of any third-party fraud management activities that it performs, including any third-party fraud management service that it may use. In accordance with Bank policies and Payment Network rules, the
Parties shall ensure that any third-party fraud management service provider engaged by the Parties with access to cardholder data complies with all applicable PCI requirements and is registered with the applicable Payment Networks and Bank as a
Compliant Service Provider. 
 13. Liability and Risk of Loss. In accordance with the Service Provider Agreement dated as of March 8, 2011, between
Stripe and Bank, Stripe will bear all financial responsibility to Bank related to the Stripe Services, including all unrecoverable chargebacks, unpaid interchange, fees, assessments, fines and other liability arising from a Shopify Payments
Merchants’ failure of delivery or performance under or in relation to a Merchant Agreement. As between Stripe and Shopify USA, Shopify USA will bear [*****]% of such liability and Stripe will bear


  
 Confidential 

 
 15 









 CONFIDENTIAL 
  

 
[*****]% of such liability. Shopify USA acknowledges and agrees that Stripe or its financial partners may require a reserve to secure Shopify USA’s liability (the “Stripe
Reserve”). Such reserve shall: (i) be the property of Shopify USA; (ii) be kept in a separate bank account of Stripe and not comingled with Stripe’s ordinary commercial accounts; and (iii) be remitted in its entirety,
such as it may be, to Shopify USA no later than six (6) months following termination of this Agreement or such later date as Stripe or Bank reasonably believes is necessary to satisfy the liabilities of Shopify USA under this section of this
Agreement. During the Term and so long as Stripe maintains any Stripe Reserve, Stripe shall provide Shopify USA with no less than a monthly accounting in respect thereof detailing the bases of any withdrawals from such reserve. As a condition of
receiving the Stripe Services described under this Agreement, Shopify USA will promptly and fully comply with any such reserve obligation. Notwithstanding the foregoing, the Parties acknowledge that no indemnity, limitation of liability or other
contract term between Stripe and Shopify USA will relieve Stripe of its liability to Bank. Stripe may not use funds in the Stripe Reserve to offset any liabilities other than: (i) those of a Shopify Payments Merchant in respect of its Shopify
Payments account; or (ii) those of Shopify USA hereunder. For example, but without limitation, Stripe Reserve funds may not be used to offset Shopify Payments Merchant liability to Stripe in respect of its Stripe Account. 

14. Reporting. The Parties shall cooperate in good faith in order to comply with all applicable Payment Network reporting requirements, as well as
reporting requirements imposed by Bank. Together with each payment to Shopify USA hereunder, and online between such payments, Stripe shall provide Shopify USA accurate reporting concerning Shopify Payments Merchant processing that will include no
less than: (a) the pricing actually applied to each individual Shopify Payments Merchant for each element of the Stripe Services; (b) the amounts actually paid by Shopify Payments Merchant; and (c) the amounts to which each party is
entitled as a function of this Agreement. Stripe shall supply, in its reporting to Shopify USA, no less data than it receives from Bank. 
 15. Costs.
Each Party will bear its own costs and expenses (including legal and accounting fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.  

16. Taxes. The amounts to be paid under this Agreement are inclusive of taxes and each Party will bear any taxes imposed by Regulatory Authorities
associated with funds received by it under this Agreement. On behalf of Shopify USA and in accordance with Applicable Law, Stripe shall prepare annual 1099 forms for Shopify Merchants.  

17. Audits, Assessments, Investigations. Each Party mutually agrees to cooperate in good faith with the other Party in the case of an external audit,
assessment, or investigation of either Party by a Regulatory Authority, WFMS, or 

  
 Confidential 

 
 16 









 CONFIDENTIAL 
  

 
Bank. In the event of a dispute over amounts owing hereunder, Shopify USA shall have the right at its own expense to audit the books and records of Stripe solely to verify Stripe’s
compliance with the terms hereof. Any such audit shall be undertaken during Stripe’s normal business hours, on not less than fifteen (15) business days’ prior written notice to Stripe, and not more often than once per calendar year.
Any report of other material produced as a result of any such audit shall be the Confidential Information of both Parties. 
 18. Exclusivity. For a
period beginning on the Effective Date and ending of one (1) year after the Launch Date, none of Stripe or any of its affiliates shall, directly or indirectly enter into any agreement with [*****] or [*****] to sponsor them as a payment
services provider under applicable Visa, MasterCard or American Express rules in the Territory. 
 19. Term and Termination. 

a. Term. The term of this Agreement will commence on the Effective Date and, unless terminated earlier as provided herein, shall
continue for twenty-four (24) months thereafter (the “Initial Term”). The term will thereafter continue for success twelve (12) month periods (each a “Renewal Term” and together with the Initial Term, the
“Term”) unless either party gives notice at least thirty (30) days prior to the end of the then current Term. 
 b.
Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party is in breach or default of any material obligation herein and fails to cure such breach or default within thirty (30) days
after the receipt of written notice to that effect. The rights and remedies provided in this section are not exclusive and are in addition to any other rights and remedies provided by Applicable Law or this Agreement. 

i. Other Termination Rights. 

(A) Termination or Breach of Original Platform Agreement. Each party shall have the right to terminate this Agreement if the other, or
Shopify defaults on its obligations under the Original Platform Agreement. 
 (B) Termination for Convenience after Initial Term.
After the expiration of the Initial Term, either Party may terminate the Term with or without cause upon sixty (60) days’ prior written notice to the other Party. 

(C) Effect of Termination. No termination hereof shall affect the validity of or performance by the parties hereto in respect of
Merchant Agreements all of which shall survive termination. Upon a termination hereof, Shopify USA shall have the right to either: (i) have the parties hereto continue to perform hereunder, with each of the Parties continuing to perform
hereunder 

  
 Confidential 

 
 17 









 CONFIDENTIAL 
  

 
during such period of time, until such time as all Merchant Agreements have terminated; or (ii) cause Stripe to assign and cause Stripe to cause Bank and WFMS to assign their respective
rights and obligations in Merchant Agreements to a third party designated by Shopify USA (such assignment being a “Deconversion”). In the event of a termination hereof for material and uncured default by Shopify USA, Stripe may
elect to continue performing hereunder for only ninety (90) days following such termination during which time Shopify USA shall be obliged to carry out a Deconversion. Stripe shall provide reasonable assistance in any Deconversion, including
the supply of data in a reasonably useful format to as to facilitate in its completion with minimal interference with service to Shopify Payments Merchants. 

d. Survival. Except as expressly set forth herein, the following Sections shall survive any expiration or termination of this
Agreement: Sections 2(b), 4(d), 5, 6(a), 6(b)(i), 7, 8, 9, 11 through 17, 19(i)(B), 19(d), 20, 21, 22(a), 22(b), 22,(c) and 25 through 29. 
 20. Data
Privacy. 
 a. Collector Retains Rights. In general, each Party will retain all rights in any User Data that it collects from
Merchants, subject to the terms of any applicable user agreements and privacy policy, and also subject to this Section 20. “User Data” means all data, whether aggregate information or personally identifiable information,
generated or collected by or for a Party under the terms of this Agreement and the Merchant Agreement. 
 b. Limitations on Sharing User
Data. Neither Party shall be obligated to share with the other Party any User Data that it may collect hereunder, except as is reasonably required to operate Shopify Payments and provide the Stripe Services and perform the other obligations in
this Agreement. If either Party provides to the other Party any User Data that is Personally Identifiable Information, then the receiving Party will: (a) be permitted to use such shared User Data solely for the purpose of performing its
obligations under this Agreement, (b) not disclose any such shared User Data to any third party (other than third parties engaged, under appropriate terms of confidentiality, to assist with the provision of Stripe Services), and
(c) utilize commercially reasonable security measures (including, but not necessarily limited to, access control mechanisms and encryption keys, if applicable) to protect such shared User Data from unauthorized access, use, disclosure,
alteration or destruction. Subject to each party’s obligations under its privacy policy and applicable law, the respective rights of parties hereto in User Data shall be identical those in Confidential Information below. 

21. Confidentiality; Publicity 

  
 Confidential 

 
 18 









 CONFIDENTIAL 
  

 a. Confidential Information. The Parties acknowledge that, in the course of their
dealings hereunder, each (“Recipient”) may receive or otherwise become familiar with information about the other (“Discloser”), including without limitation, information about the Discloser’s technology, client
order information, business activities and operations and its trade secrets that are proprietary or confidential (the “Confidential Information”). Confidential Information includes the terms of this Agreement. Recipient hereby
agrees to take all reasonable measures to maintain the confidentiality and secrecy of the Confidential Information of Discloser and to avoid its disclosure. Recipient agrees to limit access to the Confidential Information to authorized employees and
outside advisors, such as accountants and lawyers, who have a substantial need to know the Confidential Information. Upon expiration, cancellation or termination of this Agreement, except as otherwise set forth herein, Recipient shall promptly
return the Discloser’s Confidential Information or delete all copies of such Confidential Information from its possession and certify in writing to Discloser of such deletion. Notwithstanding the foregoing, Confidential Information will not
include any information to the extent that it: (a) is or becomes publicly available through no act or omission on the part of the Recipient; (b) is disclosed to Recipient by a third party having no obligation of confidentiality with
respect thereto; (c) is released from confidential treatment by written consent of Discloser; or (d) is required to be disclosed by applicable law or regulation; provided however, if Recipient is required to disclose the Confidential
Information or any part thereof to a tribunal or governmental or regulatory agency, then unless Recipient is restricted by law or order, it will notify Discloser prior to such disclosure to allow it to obtain protective orders maintaining the
confidentiality of such information. 
 For greater certainty, but without limitation, as between the parties hereto, any and all Shopify
Merchant information that comes into possession of Stripe on account of this Agreement, shall be and remain the Confidential Information of each of Shopify USA and Stripe, and each party shall be entitled to retain such Confidential Information
following any expiration or termination of this Agreement without further obligation to the other party. The foregoing joint title in certain Confidential Information shall not be interpreted as a means to lessen the obligations of either Party
under the non-solicitation provisions of this Agreement. 
 c. Press Release. Neither Party will issue any press release or other
public communication regarding the relationship of the Parties under this Agreement without the other Party’s prior written approval. Neither party shall make any statements which would in any way disparage the other, its parent corporations or
affiliates. 
 22. License and Intellectual Property. 

a. Shopify Intellectual Property. As between the Parties, Shopify USA and its affiliates shall own all right, title and interest,
including all copyrights, 

  
 Confidential 

 
 19 









 CONFIDENTIAL 
  

 patents, trademarks, trade secrets and other intellectual property rights, in and to the Shopify’s web
site, the Shopify Payments service and Shopify Marks. 
 b. Stripe Intellectual Property. As between the Parties, Stripe shall own
all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Stripe Services, the Stripe APIs, and the Stripe Marks. 

c. No Joint Development. The Parties do not intend that any joint development will occur under or in connection with this Agreement.
Joint development, if any, will be subject to a separate written agreement between the Parties. 
 d. Licenses. Shopify USA grants
Stripe a nonexclusive, non-transferable, royalty-free, fully paid up license to use the Shopify Marks solely in connection with Stripe’s obligations under this Agreement. Stripe grants Shopify USA and its affiliates a nonexclusive,
non-transferable, royalty-free, fully paid up license to use the Stripe Marks solely in connection with Shopify USA’s obligations under this Agreement. 

23. Data Security. 
 a. PCI-DSS
Compliance. Each party hereto shall comply with the PCI-DSS standards applicable to it in connection with provision of Shopify Payments under or in connection with this Agreement. Shopify USA will provide Stripe or Wells Fargo such evidence of
compliance as either of them may request from time to time, and will, if requested, submit to a third party audit of its compliance with PCI-DSS. 
 24.
Representations and Warranties. 
 a. Mutual. Each Party hereby represents and warrants that: 

i. this Agreement constitutes its legal, valid and binding obligation and has been duly authorized by all requisite action on its part

 ii. the execution of this Agreement does not violate any Applicable Law, Payment Network rule, or contract to which such Party is
subject. 
 iii. it is registered with the applicable Payment Networks and with WFMS as a Compliant Service Provider, and shall
maintain such registration for the duration of this Agreement; 
 iv. there are no actions, suits or proceedings existing or pending
against or affecting it before any Regulatory Authority which would have a material adverse effect on its ability to perform its obligations hereunder. 

  
 Confidential 

 
 20 









 CONFIDENTIAL 
  

 b. No Representations or Warranties. Neither Party shall make any
representations or warranties concerning the other Party’s services except as may be specifically authorized, in writing, by such Party or set out herein. Stripe hereby warrants to Shopify USA that its services to Shopify USA and Shopify
Merchants will perform in accordance with their published specifications in all material respects. Stripe further warrants that in performing its obligations hereunder, Stripe shall exercise due care and reasonable efforts to ensure that information
originated by Stripe and provided to Shopify is accurate.  
 25. Disclaimer of Warranty. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 24 ABOVE,
EACH PARTY EXPRESSLY DISCLAIMS ANY FURTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. 

26. Limitations on Liability; Liability Cap. NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS,
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
 27. Indemnification. 

a. Mutual Indemnity. Stripe and Shopify USA (as applicable, the “Indemnifying Party”) will each indemnify, defend and
hold harmless the other Party, as well as its Affiliates and licensees, Bank and each of its officers, shareholders, directors, employees and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities,
obligations, losses, damages, claims, demands, suits, actions, deficiencies, penalties, taxes, levies, fines, judgments, settlements, costs, expenses, legal fees and disbursements, and accountants’ fees and disbursements (collectively,
“Claim” or “Claims”) incurred by, borne by or asserted against any of the Indemnified Parties in any way relating to third-party claims that arise out of or result from: (i) the Indemnifying Party’s
performance, failure to perform or improper performance under this Agreement any gross negligence or willful misconduct of any employee or subcontractor of the Indemnifying Party; (ii) breach of any representation, warranty or covenant of the
Indemnifying Party contained herein; (iii) any breach of or (iv) any actual or alleged infringement of any patent, copyright trademark, trade name, trade secret or other proprietary or intellectual property right by any service or product,
including software, delivered by the Indemnifying Party pursuant to this Agreement. 

  
 Confidential 

 
 21 









 CONFIDENTIAL 
  

 b. Indemnification Procedures. In connection with any Claims, the Indemnified Party
will: (i) give the Indemnifying Party prompt written notice of the Claim (provided that any delay in notification will not relieve the indemnifying of its obligations hereunder except to the extent that the delay impairs its ability to defend;
(ii) cooperate reasonably with the Indemnifying Party (at the Indemnifying Party’s expense) in connection with the defense and settlement of the Claim; and (iii) permit the Indemnifying Party to control the defense and settlement of
the Claim, provided that (a) the Indemnifying Party may not settle the Claim without the Indemnified Party’s prior written consent if such settlement includes any admission of civil or criminal liability by the Indemnified Party or would
otherwise result in any damages that are not eligible for indemnification on the party of the Indemnified Party, and (b) the Indemnified Party (at its cost) may participate in the defense and settlement of the Claim with counsel of its own
choosing. 
 28. Governing Law; Waiver of Jury Trial. This Agreement shall be construed and controlled by the laws of the State of California, USA,
regardless of the conflicts of law provisions of California or any other jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Central District of
California. 
 a. Enforcement; Waiver of Jury Trial. Stripe and Shopify USA hereby irrevocably waive their respective rights to a
jury trial of any claim or cause of action based upon or arising out of this Agreement, or any dealings between them relating to the subject matter of this Agreement and the relationship that is being established. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common
law and statutory claims. Stripe and Shopify USA each acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on this waiver in entering into this Agreement, and that each will
continue to rely on this waiver in their related future dealings. Stripe and Shopify USA further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. This waiver is irrevocable, and may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement, or to any
other documents or agreements relating to the Stripe Services. The provisions of this Section 28 shall expressly survive the termination or expiration of this Agreement. 

29. General. 

  
 Confidential 

 
 22 









 CONFIDENTIAL 
  

 a. Force Majeure. If the performance of this Agreement or any obligation hereunder is
prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance, except for
the making of payments hereunder, to the extent of such prevention, restriction or interference. 
 b. Notices; Requests. All notices
and requests in connection with this Agreement shall be deemed given as of the day they are received (a) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; or (b) sent by overnight courier,
charges prepaid, to the following address: 
  

			
	To Shopify USA:		 Shopify Payments (USA) Inc.
 126 York Street
Suite 200
 Ottawa, ON, Canada, K1N 5T5
 Attn: General
Counsel

		
	To Stripe:		 Stripe, Inc.
 3180 18th Street
 Suite 100

San Francisco, CA 94110
USA
 Attn: General
Counsel


 c. Assignment. Neither Party may assign or transfer this Agreement, or any portion thereof, to any
third party unless the other Party expressly consents to such assignment in writing, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that either Party may assign its rights and obligations under this
Agreement in connection with a merger, consolidation or sale of all or substantially all of its assets. Subject to the limitations set forth herein, all terms and provisions of this Agreement shall be binding upon and inure to the benefit of the
Parties hereto and each of their permitted transferees, successors and assigns. 
 d. Severability. Any provision of this Agreement
which is deemed invalid, illegal or unenforceable in any jurisdiction, shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining portions hereof in
such jurisdiction or rendering such provision or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. 

  
 Confidential 

 
 23 









 CONFIDENTIAL 
  

 e. Independent Contractor. Each Party is an independent contractor, and nothing
contained in this Agreement shall be construed to create or imply a joint venture, mandate, partnership, principal-agent or employment relationship between the Parties. No Party shall take any action or permit any action to be taken on its behalf
which purports to be done in the name of or on behalf of the other Party and neither Party shall have any power or authority to bind the other Party. 

f. Interpretation. 
 i.
The Section, Exhibit and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement. 
 ii.
References in this Agreement to Sections, Exhibits, and Schedules are references to clauses of and schedules to this Agreement. References to the singular include the plural and vice versa, and references to one gender include the other gender. 

iii. Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations,
unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality) and any agency of any of the above. 

iv. Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be
followed by the words “but not limited to” or “without limitation” unless the context requires otherwise. 
 v. The word
“or” means both “and” and “or,” except where the context clearly indicates that the parties intend “or” to designate alternatives only, including when the word “either” or similar words or phrases
are used. 
 vi. Any reference to a statute, statutory provision or subordinate legislation (legislation) (except where the context
otherwise requires) (i) shall be deemed to include any by-laws, licenses, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation and (ii) shall be construed as referring
to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time. 
 vii. In
the event of any inconsistency, ambiguity or conflict between this Agreement and the Schedules, the terms of the Schedules will control, except to the extent that this Agreement expressly provides that a particular section of the Agreement takes
precedence over a particular section of a Schedule. 

  
 Confidential 

 
 24 









 CONFIDENTIAL 
  

 g. Entire Agreement. This Agreement, and the Original Agreement, represents the entire
understanding of the parties and their affiliates with respect to the subject matter hereof and merges and supersedes any prior or contemporaneous understandings. Any modification to this Agreement must be set forth in a signed writing. In the event
of any inconsistency between the terms of this Agreement and the Original Agreement, the former shall prevail. 
 h. Shopify Third Party
Beneficiary. Shopify and Shopify Payments (Canada) Inc. are intended to be a third party beneficiaries under this Agreement and shall be entitled to directly enforce and rely upon any provision of the Agreement that confers a benefit on it or
Shopify USA. Other than the foregoing, no other person shall be a third party beneficiary to the Agreement. 
 [Signature page follows] 

  
 Confidential 

 
 25 









 CONFIDENTIAL 
  

 IN WITNESS WHEREOF, Stripe and Shopify USA have caused this Agreement to be executed by their authorized
representatives as of the Effective Date. 
  

									
	Stripe, Inc.				Shopify Payments (USA) Inc.
					
	By:		 /s/ Jon Zieger
				By:		 /s/ Russell Jones

	Print:		Jon Zieger				Print:		Russell Jones
	Title:		Gen. Counsel & Corp. Secretary				Title:		CFO


  
 Confidential 

 
 26 









 CONFIDENTIAL 
  

 EXHIBIT A 

Definitions 
 Whenever
used in this Agreement with initial letter capitalized, the following terms will have the specified meanings below: 
 “Applicable
Law” means all federal, state and local laws, statutes, regulations, orders and requirements applicable to a Party or relating to or affecting any aspect of this Agreement, and all requirements of any Regulatory Authority having
jurisdiction over a Party, including Payment Network bylaws and operating regulations, as any such laws, statutes, regulations, orders and requirements may be amended and in effect from time to time during the term of this Agreement. 

“Compliant Service Provider” means an entity approved by and registered with the Visa or MasterCard as a payment service
provider that complies with applicable Payment Network data security rules and regulations. 
 “Payment Network” means any
entity formed to administer and promote payment transactions, such as VISA, MasterCard, American Express, Discover, China UnionPay, JCB, the Automated Clearing House, or any other payment scheme or organization that governs the submission of
Transactions. 
 “PCI-DSS” means the Payment Card Industry Data Security Standard. 

“Regulatory Authority” means any federal, state or local court, regulatory agency or other governmental agency or authority
having jurisdiction over a Party. 
 “Shopify” means Shopify Inc., the parent company of Shopify USA and provider of the
Shopify Services. 
 “Shopify Merchant” means a third-party merchant who creates or hosts an online store using the Shopify
Services. 
 “Shopify Merchant Agreement” means an agreement between Shopify and Shopify Merchants to deliver Shopify
Services in the Territory. 
 “Shopify Services” means the online store builder, ecommerce hosting and other non-credit
card or debit card payment services provided by Shopify in the Territory from time to time. 

  
 Confidential 

 
 27 









 CONFIDENTIAL 
  

 “Stripe Account” means an individual Shopify Merchant user’s account
maintained by Stripe for the use of Stripe Services pursuant to a Stripe merchant agreement. 
 “Stripe API” means the
application programming interface made available by Stripe for the delivery of its payment processing services. 
 “Stripe
Merchant” means each merchant user of the Stripe Services who obtained a Stripe Account under the Original Platform Agreement, or who has independently established a relationship with Stripe. 

“Stripe Services” means the payment processing, reporting and other services provided by Stripe under this Agreement and
Merchant Agreements. 
 “Territory” means the United States of America. 

  
 Confidential 

 
 28 









 CONFIDENTIAL 
  

 Schedule 3(e) 

Form of Merchant Agreement 

Form of Shopify Payments Merchant Agreement 

Shopify Payments Terms of Service 
 The
Terms and Conditions described here constitute a legal agreement (“Agreement”) among the sole proprietor or business listed as the “Merchant” in the Shopify Payments service registration page, (the “Merchant” on the
registration page, sometimes referred to as “you,” “your”, “user”), Shopify Payments (USA) Inc. (“Shopify”), Stripe, Inc. (“Stripe”), and Wells Fargo Bank, N.A. (“Wells Fargo”, collectively
with Shopify and Stripe referred to as “we”, “our” or “us”). 
 Section A: The Shopify Payments Service (the
“Service”) 
  

	 	1.	Our Role 

 The Shopify Payments service (“Shopify Payments” or the
“Service”) is a payment service that helps you accept and process credit card, debit card and other types of card payments (collectively “cards”) from your customers in exchange for your products and services for internet-based
transactions (“Card Not Present Transactions” or “CNP Transactions”). Stripe provides the payment services to you on behalf of Shopify. Neither Shopify nor Stripe is a bank or a money services business (“MSB”) nor do
they offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account
to use the Service (see “Getting a Service Account” below). This account allows you to review card transactions that are in the process of settling from Payment Networks and us to your designated settlement bank account. 

 

	 	2.	Our Software 

 Stripe and Shopify provide the payment software to enable you to use the
Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. The foregoing offering is separate and distinct from the Shopify e-commerce and other services that are provided by Shopify
Inc. under separate terms and conditions, which are independent of this Agreement (such services being a “Shopify Account” and such agreement being the “Shopify Merchant Agreement”). 

 

	 	3.	Authorization for Handling of Funds 

 By accepting this Agreement, you authorize Wells
Fargo to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Payment Networks. You further authorize Stripe, on behalf of Shopify, to instruct Wells Fargo in the manner of how your card
transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorize Wells Fargo to hold settlement funds in a deposit
account at Wells 

  
 Confidential 

 
 29 









 CONFIDENTIAL 
  

 
Fargo pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement
funds held in the deposit account at Wells Fargo pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest or grant any security interest or lien in
the settlement funds or the deposit account at Wells Fargo. From time to time, we may make available to you information in the Service Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks
and are being held by us pending settlement. The settlement information reflected in the Service Account is for reporting and informational purposes only, and does not create any ownership or other rights in settlement funds, which are provisional
credits only, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Service Account is closed or terminated. 

 

	 	4.	Payment Methods 

 The Shopify Payments card processing service supports any U.S.-issued
card and most non-U.S. issued cards with a Visa, MasterCard, Discover, or American Express logo (collectively “the Payment Networks”) including credit, debit, pre-paid, or gift cards. Shopify will only process card transactions that have
been authorized by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Shopify does not
guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (See Chargebacks section 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 may add or remove one or more types of cards as a supported payment card any time without prior notice to you. 

 

	 	5.	Customer Service 

 Stripe and Shopify will provide you with customer service to resolve
any issues relating to your Service Account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You and you solely, are responsible for providing service 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 customers’ cards through the Service. 
  

	 	6.	Taxes 

 It is your 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 Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not
obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any 

  
 Confidential 

 
 30 









 CONFIDENTIAL 
  

 
Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we
provide card payment services. 
 Pursuant to the Internal Revenue Code, merchant acquiring entities and third party settlement organizations
are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year. You acknowledge that on behalf of Shopify,
Stripe will report to the Internal Revenue Service the total amount of the payments you receive each calendar year as required by law. 
  

	 	7.	Security 

 Shopify maintains 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 and accidental loss or modification. However, we cannot guarantee that unauthorized third parties
will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. 

 

	 	8.	Data Security 

 You are fully responsible for the security of data on your website or
otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as
“Data”) on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”), as
applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI-compliant service providers in connection with the storage, or
transmission of Card Data, defined as 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. 
  

	 	9.	Audit Right 

 If we believe that a security breach or compromise of data has 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, financial banks, and the Payment Networks. 

 

	 	10.	Privacy 


  
 Confidential 

 
 31 









 CONFIDENTIAL 
  

 Your privacy and the protection of your data are very important to us. Shopify works
with Stripe to provide the Shopify Payments, and both Shopify and Stripe may collect or receive certain personal data about you and your customers. For more information about Shopify’s privacy practices, you should review
http://www.shopify.com/legal/privacy and for more information about Stripe’s privacy practices, you should review https://stripe.com/us/privacy. Reviewing these policies will help you understand how we collect, use and safeguard the
information you provide to us. 
  

	 	11.	Privacy of Others 

 If you receive information about others, including Cardholders,
through the use of the Service, you must keep such information confidential and only use it in connection with the Service. 
 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 user to do so. You may not disclose card numbers to any third party, other than in
connection with processing a card transaction requested by the buyer customer. 
  

	 	12.	Restricted Use 

 You are required to obey all laws, rules, and regulations applicable to
your use of the Service (for example, 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 card transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a
payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use your Service Account or the
Service in a manner that Visa, MasterCard, American Express, Discover or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network rules. 

You further agree not to, nor 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 Service 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 Service, use any tool to enable features or functionalities that
are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, 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 Service, prevent access to or use of the Service by our other users, or impose an 

  
 Confidential 

 
 32 









 CONFIDENTIAL 
  

 
unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. 

 

	 	13.	Suspicion of Unauthorized or Illegal Use 

 We reserve the right to not authorize or
settle any transaction you submit which we believe is in violation of this Agreement, any other Shopify or Stripe agreement, or exposes you, other Shopify Payments users, our processors or Shopify or Stripe to 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 Service Account if we reasonably suspect that your Service Account has been used for an
unauthorized, illegal, or criminal purpose. 
  

	 	14.	Payment Network Rules 

 The Payment Networks have established guidelines, bylaws, rules,
and regulations (“Payment Network Rules”). You are required to comply with all applicable Payment Network Rules that are applicable to merchants. You can review portions of the Payment Network rules at Visa and MasterCard.
The Payment Networks reserve the right to amend the Payment Network Rules. Stripe, acting on behalf of Shopify, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address
changes in the Service. 
  

	 	15.	Disclosures and Notices 

 You agree that Shopify can provide disclosures and notices
regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Service Account, or mailing them to the address listed in your Service 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 24 hours of the time it is posted to our website or emailed to
you unless we receive notice that the email was not delivered. 
 Section B: Getting a Service Account 

 

	 	1.	Registration 

 The Service is only made available to persons in the United States that
operate a business selling goods and services, and the Service is not made available to persons to accept card payments for personal, family or household purposes. To use Shopify Payments for your business, you will first have to register for a
Shopify Payments service account (“Service Account”). When you register for a Service Account, we will collect basic information including your name, company name, location, email address, tax identification number and phone number. 

  
 Confidential 

 
 33 









 CONFIDENTIAL 
  

 You may choose to register as an individual (sole proprietor) or as a company or business. If
you register as a company or business, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order
to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business you represent. You understand that by
registering for a Service Account, you are also registering for a Stripe Account, and that you are simultaneously providing your information to Shopify Payments for the purpose of opening a Service Account, and to Stripe for the purpose of
establishing your Stripe 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’s legal name or a “doing business name”) (e.g. MyStore Online Widgets), and a billing descriptor. These two fields and your site URL (e.g. www.mystore.com) 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 agree to indemnify us from any costs from disputes due to
your failure to do so. 
  

	 	3.	Verification and Underwriting 

 To verify your identity, we will require additional
information including your business EIN or Tax ID, social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license
or other government issued identification, or a business license. We may ask you for 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 Service Account. You authorize us to retrieve additional information about you from third
parties and other identification services. 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, Shopify will review your account and determine if you are eligible to use the
Service. Shopify may also share your information with our payment processors (such as Wells Fargo), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed
ineligible for use of the Service. 
 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


  
 Confidential 

 
 34 









 CONFIDENTIAL 
  

 
about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Service Account. 

You agree that Shopify is permitted to contact and share information about you and your application (including whether you are approved or
declined), and your Service Account with the payment processor, including Wells Fargo. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and
maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Shopify’s risk management process. 

 

	 	4.	Service Account - US only 

 By registering for a Service Account, you are confirming to
be either a legal resident of the United States, a United States citizen or a business entity authorized to conduct business by the state in which it operates. The Service and your Service Account may only be used in the fifty states of the United
States of America and the District of Columbia. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15
C.F.R. Chapter VII). 
 By accepting this Agreement you confirm that you will satisfy these requirements. 

 

	 	5.	Prohibited Businesses 

 By registering for a Service Account, you are confirming that you
will not accept payments in connection with the following businesses, business activities or business practices: (1) door-to-door sales, (2) offering substantial rebates or special incentives to the Cardholder subsequent to the original
purchase, (3) negative response marketing, (4) engaging in deceptive marketing practices, (5) sharing Cardholder’s data with another merchant for payment of up-sell or cross-sell product or service, (6) evading a Payment
Network’s chargeback monitoring programs, (7) engaging in any form of licensed or unlicensed aggregation or factoring, (8) airlines, (9) age restricted products or services, (10) bail bonds, (11) bankruptcy lawyers,
(12) bidding fee auctions, (13) collection agencies, (14) chain letters, (15) check cashing, wire transfers or money orders, (16) counterfeit goods, (17) currency exchanges or dealers, (18) embassies, foreign
consulates or other foreign governments, (19) firms selling business opportunities, investment opportunities, mortgage consulting, credit repair or protection or real estate purchases with no money down, (20) credit card and identity theft
protection, (21) cruise lines, (22) essay mills, (23) [INTENTIONALLY LEFT BLANK], (24) drug paraphernalia, (25) extended warranties, (26) fortune tellers, (27) gambling, (28) sports forecasting or odds making,
(29) illegal products or services, (30) mail-order brides, (31) marijuana dispensaries and related businesses, (32) money transmitters or money service businesses, (33) multi-level marketing or pyramid schemes,
(34) non-institutional pharmacies, (35) pseudo pharmaceuticals, (36) quasi-cash or stored value, (37) securities brokers, 

  
 Confidential 

 
 35 









 CONFIDENTIAL 
  

 
(38) sexually-oriented or pornographic products or services, (39) shipping or forwarding brokers, (40) substances designed to mimic illegal drugs, (41) telemarketing,
(42) timeshares, (43) tobacco and e-cigarettes, (44) weapons and munitions, (45) virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world,
(46) travel agencies, (47) personal computer technical support, and (48) predatory products or services. 
 By accepting this
Agreement you confirm that you will satisfy these requirements. 
 Section C: Processing Card Transactions and Receiving Your Funds 

 

	 	1.	Processing Card Transactions 

 You agree that you will honor all eligible cards presented
for payment by your customers for your goods and services in accordance with the Payment Network rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorization from the
Payment Network(s) for each card transaction, as required under the Payment Network rules, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the
existence of an affirmative authorization from us or the Payment Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date. 

You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to the customer
at the conclusion of the purchase transaction that includes all information required under Payment Network rules and applicable law. 
 You
will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction. 

You will display all Payment Network marks in accordance with the rules and procedures of the Payment Networks, and will use such marks only to
indicate that you accept their cards for payment. 
  

	 	2.	Payouts and Transaction History 

 We will pay out funds settling from the Payment
Networks to your designated bank settlement account in the amounts actually received (less our Fees as defined below) for card transactions submitted to our Service. The payouts will be made to the bank account (“Bank Account”) you provide
for your Service Account. The Bank Account must be an account located at a bank in the United States and held in the name of the business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any
given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we 

  
 Confidential 

 
 36 









 CONFIDENTIAL 
  

 
have received funds settling from the Payment Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of
the settling funds will be subject to the Payout Schedule as defined below. 
 After each payout of card settlement funds to your Bank
Account, we will update information in your Service Account to reflect settlement. Information regarding your card transactions processed and settled with the Services (“Transaction History”) will be available to you when you login to our
website using your Service Account. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data
associated with your Service Account, your Transaction History and your use of the Service. 
  

	 	3.	Payout Schedule 

 Payout schedule refers to the time it takes for us to initiate a
transfer to your Bank Account of settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your bank account information has been reviewed, Stripe, on behalf of Shopify, will initiate transfer
of settlement funds (net Fees, chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to our website using your Service Account. The settlement
funds should normally be credited to your Bank Account within 1-2 days of us initiating the payout. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being
credited to your Bank Account or not being made available to you in your Bank Account. You can contact Shopify to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and
requirements for Shopify to review your Payout Schedule. 
 Stripe, on behalf of Shopify and/or Wells Fargo reserves the right to change the
Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or
if required by law or court order. 
  

	 	4.	Reconciliations and Errors 

 Your Transaction History will be available to you when you
login to our website using your Service Account. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify us of any discrepancies arising from such
reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in
the next scheduled payout. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to


  
 Confidential 

 
 37 









 CONFIDENTIAL 
  

 
amounts owed to you in connection with any such error or discrepancy in processing your card payments. 

If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and
attempt to rectify any errors that you or we discover by crediting or debiting your Service Account as appropriate. Shopify will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to
notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you. 

 

	 	5.	Refunds and Returns 

 By accepting these terms of service, you agree to submit any and
all refunds and adjustments for returns of your products and services through the Service to the Cardholder’s card in accordance with the terms of this Agreement and Payment Network Rules. Payment Network Rules require that you will
(i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless
required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund. 
 Full refunds must be for the
exact dollar amount of the original transaction including tax, handling charges, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for
product returns. Refunds processed though the Service must be submitted within one hundred and eighty (180) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund. 

For processed refunds, we, will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from
processing of other card transactions, or (ii) funds in any Reserve Account. If these funds are not sufficient, you authorize us, to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to
the Cardholder’s card. In the event we cannot access your Bank Account by means of ACH debit entry, you agree to pay all funds owed to us upon demand. You are solely responsible for accepting and processing returns of your products and
services; we have no responsibility or obligation for processing such returns. 
  

	 	6.	Chargebacks 

 A Chargeback (defined below in Section D(6)) is typically caused when a
customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, (ii) unauthorized or
improperly authorized transactions, or (iii) transactions that do not comply with Payment Network Rules or the terms of this Agreement or are allegedly unlawful or 

  
 Confidential 

 
 38 









 CONFIDENTIAL 
  

 
suspicious, or (iv) any reversals for any reason by the Network, our processor or acquiring bank, or the Cardholder bank. 

When a Chargeback is issued, you are immediately liable to Shopify for the full amount of payment of the Chargeback plus any associated Fees,
fines, expenses or penalties (including those assessed by the Payment Networks or our payment processors). You agree that we may recover these amounts by debiting by means of ACH debit of your Bank Account associated with your Service Account,
debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to
pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you. 

Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential
Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law
or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. 
  

	 	7.	Contesting your 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 agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback.
You also 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 disputes. 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. 

 

	 	8.	Excessive Chargebacks 


  
 Confidential 

 
 39 









 CONFIDENTIAL 
  

 At any point, Shopify, Stripe, Wells Fargo, the Payment Networks, or our payment processor(s)
may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including
without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Service Account and the
Service. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks. 
  

	 	9.	Shopify Fees 

 You agree to pay the Fees (“Fees”) assessed by us to you for
providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. 

We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you. 

You acknowledge that you are also responsible for any penalties or fines imposed on us or directly on you by any Payment Network or financial
institution as a result of your activities. 
  

	 	10.	Our Collection Rights 

 To the extent permitted by law, we may collect any obligations
you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be
first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the bank account or credit card registered in your Service 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. 

Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement. 

 

	 	11.	Reserves 


  
 Confidential 

 
 40 









 CONFIDENTIAL 
  

 Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other
payment obligations under this agreement (a “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 your transaction is 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 card transactions submitted to the Service, or, or (ii) amounts available in your Bank Account by means of ACH debit to that Bank Account, or (iv) other sources of funds associated with your Service
Account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account. 
  

	 	12.	Security Interest 

 You grant us a lien and security interest in the Reserve Account, all
Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the
fees for any documents we request to create, perfect, maintain and enforce this security interest. 
 Section 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 Service or until terminated by Shopify, Stripe, or Wells Fargo. 
  

	 	2.	Termination 

 You may terminate this Agreement by closing your Service Account at any
time by following the instructions on our website in your Account Profile. We may terminate this Agreement and close your Service Account at any time for any reason effective upon providing you notice in accordance with Section A16 above. We may
suspend your Service Account and your access to the Service and any funds in your Service Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated
with your Service Account, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of an Organization or the a card
issuer. Termination of your Service Account does not terminate your separate account with Stripe or the Shopify Merchant Agreement. 

  
 Confidential 

 
 41 









 CONFIDENTIAL 
  


	 	3.	Effects of Termination 

 Upon termination and closing of your Service Account, we will
immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees
that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your payout schedule. 

Termination does not relieve you of your obligations as defined in this Agreement and we 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 Merchant Agreement, unless Shopify informs you otherwise. 

Upon termination you agree: (i) to immediately cease your use of the Service (ii) to discontinue use of any Shopify or Stripe
trademarks and to immediately remove any Shopify or Stripe references and logos from your Site (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, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your
information or account data. 
  

	 	4.	Your License 

 We grant you a personal, limited, non-exclusive, revocable,
non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs,
documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by us. You will be entitled to download updates
to the Service, subject to any additional terms made known to you at that time, when we make these updates available. 
  

	 	5.	Ownership 

 The Service is licensed and not sold. We reserve all rights not expressly
granted to you in this Agreement. The Service is 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 Service and all copies
of the Service. This Agreement does not grant you any rights to our trademarks or service marks. 

  
 Confidential 

 
 42 









 CONFIDENTIAL 
  

 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 Service, including without limitation about how to improve the
Service 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. 
  

	 	6.	Your Liability 

 You are responsible for all Reversals, Chargebacks, Claims, fines, fees,
penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Shopify, Stripe, Wells Fargo and any third party designated by Shopify, Stripe or Wells
Fargo for any and all such liability. “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment
that you or a buyer customer files directly with Shopify. “Reversal” means Shopify reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card
issuer, (b) the settlement funds were sent to you in error by (i) Shopify, Stripe or Wells Fargo; (ii) the processors, suppliers or licensors of Shopify, Stripe or Wells Fargo; or (iii) any of the respective affiliates, agents,
directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a card that did not belong to the buyer),
(d) you received the payment for activities that violated this Agreement or any other Shopify or Stripe agreement, or (e) we decided a Claim against you. 

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. 
 Without limiting the foregoing, you agree to defend, indemnify, and hold
harmless Shopify, Stripe, Wells Fargo and their respective employees and agents 

  
 Confidential 

 
 43 









 CONFIDENTIAL 
  

 
(collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any
provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iii) your, or your employee’s or agent’s,
negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Payment Network or Issuer). 

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. 
  

	 	7.	Representation and Warranties 

 You represent and warrant to us that: (a) you are at
least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your
name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or
services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all
transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) 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 your entity; (i) 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. 
  

	 	8.	No Warranties 

 THE SERVICE 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 SERVICE IS AT YOUR OWN RISK. 
 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR
THROUGH THE SERVICE OR FROM (I) SHOPIFY, STRIPE OR WELLS FARGO; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF SHOPIFY, STRIPE OR WELLS FARGO; OR (III) ANY OF THE 

  
 Confidential 

 
 44 









 CONFIDENTIAL 
  

 
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 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 THE INFORMATION THEY
PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED
MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE 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 SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER SHOPIFY, STRIPE NOR WELLS FARGO WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU
AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. 
  

	 	9.	Limitation of Liability and Damages 

 IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED
IN SECTION 8 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 SERVICES, INCLUDING WITHOUT
LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR
OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED THEREIN. 

  
 Confidential 

 
 45 









 CONFIDENTIAL 
  

 THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL
INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED
THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) 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 SERVICE; AND/OR (F) USER
CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 
 WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9,
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, STRIPE OR WELLS FARGO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

The Service is controlled and operated from its facilities in the United States. We make no representations that the Service is appropriate or
available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations,
including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless
otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States. 
  

	 	10.	Disputes; Choice of Law; Jurisdiction and Venue 

 You agree that any disputes arising out
of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10. 

  
 Confidential 

 
 46 









 CONFIDENTIAL 
  

 This Agreement is governed by the laws of the State of California (without regard to its
choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Santa Clara County, California. ALL PARTIES IRREVOCABLY WAIVE ANY AND
ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 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. 
  

	 	11.	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 Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or
any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as
modified. 
  

	 	12.	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. 
  

	 	13.	Change of Business 

 You agree to give us at least 30 days prior notification of your
intent to change your current product or services types, your trade name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency
petition or proceeding. You also agree to promptly notify us 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 25% or more of
your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days
after you obtain knowledge of it. 
  

	 	14.	Parties 


  
 Confidential 

 
 47 









 CONFIDENTIAL 
  

 This Agreement binds you and your respective heirs, representatives, and permitted and
approved successors (including those by merger and acquisition) or any permitted assigns. 
  

	 	15.	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 imply an approval, endorsement, recommendation by us. You agree that you
access any such website 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. 

 

	 	16.	Force Majeure 

 No party will be liable for delays in processing or other nonperformance
caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance 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 Section 10, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or
unfulfilled products and services. 
  

	 	17.	Entire Agreement 

 These terms and conditions and all policies and procedures that are
incorporated herein by reference constitute the entire agreement between you, Shopify, Stripe and Wells Fargo with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Shopify or Stripe 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, Stripe, Wells Fargo and our vendors and suppliers (including
processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. 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. 

 

	 	18.	Survival 


  
 Confidential 

 
 48 









 CONFIDENTIAL 
  

 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 A(3), A(11) C(4), C(5),C(6),C(9), C(10),C(11), C(12), D(3), D(5), D(6),
D(8), D(9), D(10), D(17), D(18) and D(19). 
  

	 	19.	Organization Disclosure 

 The Wells Fargo mailing address is Wells Fargo Bank, 1200
Montego Way, Walnut Creek, CA 94598 and its phone number is 1-800-451-5817. Wells Fargo discloses that: (a) it is the only entity approved to extend acceptance of Organization products directly to you; (b) it must be a principal to this
Agreement; (c) it is responsible for educating you on pertinent Payment Network rules with which you must comply, but this information may be provided to you by Shopify or Stripe; (d) it is responsible for and must provide settlement funds
to you; and (e) it is responsible for all funds held in reserve that are derived from settlement. 

  
 Confidential 

 
 49 









 CONFIDENTIAL 
  

 SHOPIFY PAYMENTS FEE SCHEDULE 

 

			
	 Costs
	  	 Fees

	Setup Cost	  	$0 (none)
		
	 Cost per successful payment received
	  	2.5% of each transaction + 30¢ per transaction
		
	Cost per failed payment	  	$0 (none)
		
	Cost per refund
	  	$0 (none). Transaction fees are returned to you following the refund.
		
	Cost per chargeback	  	$15 per chargeback deducted at the time of receipt. Chargeback fees are returned to you for any successfully overturned chargebacks.
		
	 Additional cost for American Express transactions
	  	$0 (none)
		
	 Additional cost for international or business cards
	  	$0 (none)


  
 Confidential 

 
 50 









 CONFIDENTIAL 
  

 Schedule 9: 

Stripe Fees and Revenue Sharing 
  

	 	(a)	Payment Network Pass-Through Fees. Shopify USA will reimburse Stripe for interchange fees, fixed acquirer network fees (FANF), and all other fees, dues and assessments imposed by the Payment Networks on a per
transaction basis for transactions processed by Stripe for Shopify Merchants under the Agreement, as well as all fines and similar assessments levied by Payment Networks arising out of a Shopify Merchant’s breach or non-compliance with any
Payment Network rule. 

  

	 	(b)	Per Authorization Fees. Shopify USA will pay Stripe a monthly fee for each payment authorization processed by Stripe for a Shopify Merchant under the Agreement, in accordance with the volume tiers set forth in
Table 1 below. The applicable tier for the month will be determined based on the monthly average number of combined U.S. and Canadian authorizations for all card types (e.g. Visa, MasterCard, Amex etc..) and all transactions types
(e.g. credit and debit) in the immediately preceding three (3) month period under this Agreement and the Original Platform Agreement. For clarity, although the average number of monthly authorizations is based on combined US and Canadian
authorizations, the per authorization fee set forth in Table 1 applies only to U.S. authorizations processed by Stripe under Shopify Payments, unless otherwise mutually agreed upon in writing by the Parties. For example, if in the
three (3) months preceding the month for which the per authorization fee is to be paid the combined U.S. and Canadian authorization volumes are: 

  

	 	   a)	Month 1 = [*****] authorizations, 

  

	 	   b)	Month 2 = [*****] authorizations, and 

  

	 	   c)	Month 3 = [*****] authorizations, 

 then the average monthly authorization volume would be:
[*****], which falls in Tier 2 in Table 1 below, resulting in a per authorization fee of [*****]. If Stripe processed [*****] U.S. authorizations during the month, Shopify USA would owe Stripe a [*****] Authorization Fee. 

  
 Confidential 

 
 51 









 CONFIDENTIAL 
  

 For the purposes of this Schedule, “authorization” is considered as any
PreAuthorization or Card Validation Transaction, regardless of decline, approval, or void status. Only PreAuthorization and Card Validation Transactions will qualify towards the per Authorization Fee and Monthly Authorization Volume values. Capture,
Void, and Refund transactions are not considered separate Authorizations, and therefore will not incur a per Authorization Fee, or count towards Monthly Authorization Volume, but an authorization that occurs in connection with any such action (for
example, an authorization followed by a Capture) will be considered an Authorization. 
 Table 1. Volume Tiers 

 

									
	 Tier
	  	Average Monthly
Authorization
Volume	 	  	Per Authorization Fee	 
	1	  	 	[*****]	  	  	$	[*****]	  
	2	  	 	[*****]	  	  	$	[*****]	  
	3	  	 	[*****]	  	  	$	[*****]	  
	4	  	 	[*****]	  	  	$	[*****]	  

  

	 	(c)	Percentage of Transaction. Shopify USA will pay Stripe a monthly fee equal to [*****]% of the total captured net amount of each transaction processed by Stripe for a Shopify Merchant under the Agreement during
the month in question. 

  

	 	(d)	Monthly Fees. Shopify USA will pay Stripe a monthly fee of [*****] per Shopify Merchant for which Stripe processes transactions under a unique merchant ID (“MID”). For clarity, the monthly Shopify
Merchant fee does not apply to Shopify Merchants processing transactions under the Original Platform Agreement or under the Shopify USA sub-mid operated under a Merchant Agreement. 


 

	 	(e)	Chargeback Fees. Shopify USA will pay Stripe a fee of [*****] for each chargeback processed by Stripe on behalf of a Shopify Merchant. 


  
 Confidential 

 
 52 









 CONFIDENTIAL 
  


	 	(f)	Banking/ACH Fees. Shopify USA will pay Stripe a fee of [*****] for each successful transfer to a Shopify Merchant. 

  

	 	(g)	Timing and Method of Payment. Shopify will pay Stripe on the schedule that Stripe is charged by Wells Fargo or American Express for fees associated with processing under this Agreement, as reported by Stripe from
time to time. As of the date of this Agreement, the frequency of payment shall be monthly. Amounts owing by Shopify shall be paid by ACH unless otherwise agreed upon. 


 

	 	(h)	Shopify Billing. Stripe will process transactions for Shopify goods and services at Stripe’s then-current rates and subject to other charges applicable to Shopify Payments merchant transactions as set forth
above in this Schedule 9. 


  
 Confidential 

 
 53