TERMS OF SERVICE
Last Revised: August 12, 2019
PLEASE READ THE ENTIRETY OF THESE SERVICE TERMS CAREFULLY. SECTION 11 OF THESE SERVICE TERMS INCLUDES (I) AN AGREEMENT TO A BINDING, MANDATORY ARBITRATION, (II) A WAIVER OF A RIGHT TO A JURY TRIAL, AND (III) A WAIVER OF THE RIGHT TO BRING A LAWSUIT ON BEHALF OF A CLASS.
1. General; Priority of Terms
General. Wix enables, as part of its offering on the Wix Platform, the ability of Wix Users located in the Territory (as defined below) to connect their online platforms to certain credit card and debit card payment processing services provided by Adyen N.V., its affiliates, and financial institution partners (such as its acquirer; collectively, the “Processor”), in order to receive online payments from the Wix Users’ customers (each, a “Customer”) for products and/or services (each, a “User Product”), in online transactions carried out through and on their online platforms (each, a “Transaction”) (such services, together with related services provided by Wix, “Wix Payments”). Wix Payments includes the processing of payments made to Wix Users by their Customers as part of Transactions (by capture, routing, transmission, processing and settlement of such payments) and making the net amounts collected from the Customers (after deduction, at source, of the Service Fees, as defined below), available to such Wix Users.
Wix Payments may only be used by Wix Users located in Territory (as defined below). In order to use Wix Payments, a User must, in addition to satisfying the other requirements contemplated herein, consent to, and agree to be bound by, the Adyen Terms and Conditions (located here; the “Processor Terms”) as additional terms governing the use of Wix Payments.
Wix Payments enables you to accept payments from your customers, through processing services provided by the Processor.
The service is provided only to Wix users who are located in the European Union Member State you have identified during your Registration.
To use the services, you must accept the service agreement of the Processor.
1.2 Priority of Terms and Regulations.
In case of any contradiction or inconsistency, these terms prevail over the general Wix terms, the Processor’s terms prevails over these terms and Operation Regulations prevail over both our terms and Processor’s terms.
2. Registration, User Payments Account & User Information
In order to use Wix Payments, you must first register by providing certain information required by Wix and/or the Processor, applying to be connected to Wix Payments, and being approved to do so and utilize Wix Payments (the “Registration”). During the Registration process, you will be able to use Wix Payments to receive payments from your Customers (but not to cash out any amount) in accordance with the limitations (including with respect to the amounts) set out hereunder and on the Wix Website.You will be able to receive amounts paid to you by your Customers as soon as your registration process is completed and you are approved to use Wix Payments
In order to use Wix Payments, you must register to the service and. You will be able to receive payments only after your registration is completed and approved.
You agree to use the service only for permitted commercial purposes.
2.2 You acknowledge and agree that you will only use the Wix Services for commercial purposes, (your business trade profession or craft), and not for any personal, family, or household purposes. Registration by a Wix User that is a legal entity shall only be done by an authorized representative of such entity that has the full power and authority to agree to the Wix Terms on behalf of the Wix User and bind the Wix User to these Service Terms and the other Wix Terms.
2.3 Approval of User Payments Account; Right to Reject or Discontinue Registration.
After obtaining the required information and documentation (if required), Wix will notify you if you are approved to use Wix Payments and will, on your behalf, instruct Processor to establish a payment account for you to be used to account for and settle amounts as part of your use of Wix Payments (“User Payment Account”). Notwithstanding the above, Wix may, in its exclusive discretion, reject the attempted Registration of a User to use Wix Payments, or discontinue any User’s Registration and use of Wix Payments, at any time and for any reason (including pursuant to any risk assessments that may be conducted), according to Wix’s internal rules, any of the policies, procedures, or instructions of the Processor, and/or under any of the Wix Terms and/or the Processor Terms. Wix may further limit your use (including with respect to the amounts) of Wix Payments, including the User Payment Account, and require further information and documentation in order to allow the use, or continued use, of Wix Payments, including the User Payment Account or the withdrawal of any Settlement Amounts (as defined hereunder), all in accordance with Wix’s internal rules, any of the policies, procedures, or instructions of the Processor, and/or under any of the Wix Terms and/or the Processor Terms.
YOU ARE ADVISED NOT TO DELIVER GOODS OR PROVIDE SERVICES PRIOR TO THE APPROVAL OF YOUR ACCOUNT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT WIX OR THE PROCESSOR DECIDE TO REJECT YOUR REGISTRATION, THE FUNDS ALREADY DEPOSITED TO YOUR ACCOUNT SHALL NOT BE PAID TO YOU, AND SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) OR REFUNDED TO THE RELEVANT CUSTOMERS. YOU HEREBY ASSUME ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR DUE TO THE REJECTION OF YOUR REGISTRATION AND RELEASE WIX AND ANY THIRD PARTY FORM ANY SUCH LIABILITY.
You will receive a notice once you are approved to use Wix Payments. Wix may reject or discontinue your registration, or limit your use, at any time and for any reason according to Wix’s rules, these terms or the Processor’s rules.
Until your Wix Payments account is approved, you are advised not to deliver goods or provide services. If your registration request is rejected, the funds already collected on your behalf will not be paid to you and may be held or refunded to your customers.
2.4 Registration Information.
All information you provide in connection with Wix Payments, including to Wix and/or the Processor as part of the Registration process or any subsequent inquiry or request, must be complete and accurate in all respects. The information you provide, which shall include, personal information, contact and billing details, email address, other identification information, tradenames under which you do business (D/B/A), and full description of the goods sold and/or services you provide, will be used to verify and assess your eligibility to be granted access to Wix Payments, including a User Payment Account.
You are solely and fully liable for the accuracy and consistency of all information provided by you (including any authorized individual, in the case of a Wix User that is an entity) in connection with Wix Payments, including to Wix and/or the Processor as part of the Registration process or any subsequent inquiry or request, and shall be responsible for any and all losses directly or indirectly caused as result of provision of incorrect or inaccurate information. Wix may, at any time, in its sole and exclusive discretion, request, and you will be obligated to provide, copies of documents that support any information provided you or otherwise required by Wix or the Processor, such as business invoices, financial statements, or government-issued identification documents, as Wix or the Processor may deem necessary in order to allow you to access or use, or to provide you with any aspect of, Wix Payments. Wix may also require you to provide additional information or documentation in order to ensure your compliance with the Processor Terms and any terms applicable to the User Payments Account, in which case you will promptly provide such required information or documentation.
Please note: if your Registration process is not completed within the period of time defined by Wix and/or if you do not provide Wix with requested information or documentation within the periods of time as defined by Wix (and which may be changed from time-to-time), Wix and/or the Processor may suspend and/or block your ability to accept payments from Customers, and further close Your Wix Payment account and refund all Transactions conducted by your Customers prior to such time
You are responsible to the accuracy and completeness of all information you provide Wix.
You shall be obligated to provide Wix any and all information and documentation you are requested to provide.
2.5 Collection and Provision of Information.
2.6 Sharing Information with Third Parties.
Wix and Processor may share information with certain third parties.
3. User Bank Account; Payment.
3.1 User Bank Account.
In order to use Wix Payments and as part of the Registration process, you must provide details of an active bank account under your control and ownership and under your business name, which shall be the account to which all amounts of Transactions shall be settled (“User Bank Account”). The User Bank Account shall be subject to the Processor’s approval. You are solely responsible for the accuracy of User Bank Account details you provide to Wix and/or the Processor.
3.2 Changes to User Bank Account.
You may request to change your User Bank Account on file, in the manner defined by Wix (and as presented on the Wix Website). Such change of User Bank Account shall be subject to the Processor’s approval, and may not be in effect in relation to Transactions conducted prior to the processing of such change.
3.3 Inability to Transfer.
In the event that it is not possible to transfer amounts to the User Bank Account provided by you, for any reason, the amounts payable to you shall be withheld by the Processor until you have resolved the issue(s) preventing such transfer and provide Wix with notice thereof.
3.4 Active Bank Account.
In order to use Wix Payments you must provide details and maintain an active bank account. The bank account, once approved by the processor, will be used for payouts and settlement of payments.
You may change your bank account at any time, in accordance with Wix’s policies.
If it’s not possible to transfer payments to your bank account, the payments will be held by our Processor until you resolved the issue(s) preventing such transfer.
Your bank account must be active at all times. Closing of your bank account is subject to Wix’s prior approval.
Settlement of payments will be done according to the terms on Wix website.
You must ensure that your User Bank Account remains active and in good standing, and fully capable of being used in connection with Wix Payments, for as long as the Transactions conducted by you are subject to cancellation or reversal (and as otherwise specified or required by the relevant card scheme(s) and/or Processor). You may close your User Bank Account only after receiving Wix’s approval.
3.5 Settlement Timing.
Settlement Timing. The timing for the settlement of payments to the User Bank Account shall be according to the terms set forth on the Wix Website. Wix shall not be liable for any delay in settlement of payments by to Users.
4. User Obligations; Reserve; Suspension; Collection
4.1 User Obligations.
In addition to all other obligations under the Wix Terms and Processor Terms, User will at all times:
(i) fully comply with all provisions and requirements of the Wix Terms and the Processor Terms;
(ii) provide true, complete, accurate and valid information as requested by Wix and/or the Processor in connection with Wix Payments, including Registration, and update Wix to ensure such information remains true, complete, accurate and valid;
(iii) comply with all applicable laws, rules and requirements, including but not limited to those defined by Wix, the Processor, payment networks, the sanction programs of the US Office of Foreign Assets Control ("OFAC") and any other competent authority;
(iv) not offer or sell any User Products, or provide any information, content or material, including regarding User Products, which is prohibited by law or prohibited under Wix policies and/or the Processor Terms; and
(v) promptly provide Wix any information and documents that may be requested in relation to the full performance of the obligations under these Service Terms and the Processor Terms, to enable the verification of your compliance.
In order to use Wix Payments, there are certain obligations and conditions you need to meet.
Among others, you need to fully comply with our terms and our Processor’s terms, applicable laws and regulations or not offer or sell any products or services that are prohibited-by-law, by Wix or by the Processor.
You must provide Wix all information and documentation as you may be requested to provide.
4.2 Reserve Amount.
You authorize Wix to instruct the Processor to establish and maintain (by itself or by financial institution partner(s)) a reserve amount as to be determined by Wix from time to time, to cover any amount(s) which may become due from you to Wix or the Processor, including any expenses or losses which may resulting from chargebacks or other Transaction cancellations or reversals that may be incurred by Wix, the Processor, or any other party acting on their behalf as result of your activity through Wix Payments (“Reserve”). Wix may further require You to deposit funds into your Wix Payments account in order to fund the Reserve. The Reserve will be maintained by the Processor in the User Payment Account.
4.3 Suspension & Removal.
Suspension & Removal. Without limiting any other right Wix may have under these Service Terms or under law, Wix shall have the right to, either directly or by providing instructions to the Processor, (i) suspend any Transaction; and/or (ii) block or suspend the use of Wix Payments by you; and/or (iii) instruct the Processor to refund any amount to Your customers; and/or (iv) instruct the Processor to withhold any amounts which may be otherwise payable to you, in the event of suspected or actual fraud, Your breach of any of Your obligation set forth in Section 4.1 above or any other unlawful activity, with no liability to Wix, the Processor, or anyone acting on their behalf. Such suspension and/or blocking shall be for a period ending upon the finalizing of the inspection of such Transactions and/or activities by Wix (and/or Processor), and the conclusion by Wix and/or the Processor that no further suspension and/or blocking is warranted.
Wix shall have exclusive and full discretion, with no liability to you, to suspend and/or terminate your use of Wix Payments in any event in which it determines (i) that there is a reasonable suspicion that you have failed to fully comply with any of the Wix Terms, the Processor Terms, or any applicable law, rule or regulation, or (ii) that you have engaged or are engaging in activities which reflect negatively on the brand or reputation of Wix, the Processor, or any financial institution utilized by the Processor in connection with Wix Payments, in each case as determined by Wix and/or the Processor in their sole discretion.
4.4 Collection of Debt.
Subject to applicable law, Wix (by itself or by its service providers) may collect any amount due to Wix from you, including any cost, expense or fee associated with such collection, by: (a) instructing the Processor to deduct such amounts from the amounts collected on your behalf from your Customers or from the reserve, and remit such deducted amounts to Wix; or (b) debiting the bank account, credit card or any other payment method held by Wix in connection with Your subscription to any other Wix Services.
You authorize us to instruct our Processor to establish a reserve amount in order to cover any amount(s) that are due by you to Wix, such as for expenses or chargebacks.
You may be required to deposit funds into your account in order to fund such reserve.
Wix will have a right, in the event of suspected or actual fraud, breach of your obligations or any other unlawful activity to suspend a transaction, to block or suspend your use of the service, instruct our Processor to refund your customers or to withhold any amounts which may be payable to you.
We have the right to suspend or terminate your use of Wix Payments if there is a reasonable suspicion that you are incompliant with the terms or you are engaged in activities which may damage our (or our Processor’s) reputation.
We may collect any amount due to us from you by either instructing our Processor to deduct such amount (i) from amounts collected from your customers; or (ii) from the reserve amount; or (iii) by debiting your bank account, credit card or other payment method held by us in connection with your Wix subscription.
5. Responsibility for User’s Activity, Products & Customers
5.1 Responsibility for Customers & Transactions.
User shall be solely responsible and liable for any and all Transactions between a User and such User’s Customers. The User shall have sole, exclusive and full responsibility in relation to the relationship between them and their Customers. User shall have sole responsibility for resolving any customer support issues with its Customers and shall keep Wix (and any other party third party) fully exempted from any responsibilities with respect to the Customers and/or the User Products.
User agrees that (i) User is the merchant of record and assumes all of the responsibilities of a merchant under the Operating Regulations with respect to each Transaction, (ii) as between User and Wix, User is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties, arising in connection with User’s use of Wix Payments, and (iii) in the event Wix pays any such amount to the Processor or other third party on behalf of User, User will, upon notice from Wix of such payment, promptly remit payment of such amount to Wix in the manner designated by Wix. "Operating Regulations" means the by-laws, operating regulations, terms and conditions, rules, guidelines, policies and procedures of any card association or payment network used to process any Transaction, or applicable to any payment method used to make any Transaction, through Wix Payments, as any or all of the foregoing may be amended and in effect from time to time.
User further agrees that (a) User will be liable for any losses incurred by Wix or the Processor as a result of any unauthorized, fraudulent, improper or erroneous use of the Wix Payments by any of User’s Customers, User, or any of User’s employees, agents, representatives or contractors, and (b) Wix shall have no liability or obligation whatsoever in connection with any act or omission of the Processor.
Only you are responsible for any transaction between you and your customers, including with respect to the resolution of any customer support issues.
You agree that you are the merchant of record in transaction conducted by you and you assume all liabilities under the Operating Regulations.
You shall be liable for Wix’s (or Processor’s) losses as result of any unauthorized, fraudulent, improper or erroneous use of our service by you or your customers.
We will have no liability in connection with any act or omission of our Processor.
5.2 Responsibility for User platform and User Products.
User has the sole, exclusive and full responsibility for: (a) the content of the User’s website or e-commerce platform, including the publicity, text and the images presented in such User’s website; (b) the delivery and the quality of all User Products and/or services offered by the User to the Customers, including any shipment arrangements and its compliance with Territory’s and other applicable export control laws; (c) all liabilities arising out of the Transactions, including, but not limited to all applicable legal and regulatory obligations, including obligations under consumer protection laws, obligations with respect to recurring transactions and obligations under the Operating Regulations.; (d) handling the User’s Customers complaints; (e) compliance with the Payment Card Industry Data Security Standards ("PCI-DSS") and the Payment Application Data Security Standards ("PA-DSS"), and any successor standards or requirements, as applicable; and (f) compliance with OFAC sanctions programs and the performance of OFAC and Specially Designated National checks with respects to its Customers. Wix disclaims all responsibility or liability in connection with any of the forgoing and may further be required to report to tax authorities certain reports regarding the Transactions.
You are solely responsible for the content of your website, the delivery and quality of products and services, all liabilities arising out of transactions, handling your customers’ complaints and compliance with applicable laws and regulations.
5.3 User’s Representations, Warranties and Obligations.
You hereby warrant, represent and undertake that: (a) you are legal age of majority in your jurisdiction, and possess the legal authority to enter into these Service Terms and to form a binding agreement, for yourself or on behalf of the legal entity you represent; (b) you are authorized to conduct business in jurisdictions in which you operate; (c) you are not a resident of any country embargoed by the United States nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations (“Restricted Persons”); (d) you are conducting your business from the European Union Member State you have identified during your Registration (“Territory”); and (h) you will not use Wix Payments for any fraudulent or illegal purpose. These representations, warranties and obligations shall remain true, valid and effective throughout your use of Wix Payments. You hereby agree to update Wix immediately upon any change of the accuracy of the above representations and warranties.
You represent and warrant that (i) you are legal eligible and authorized to enter into these terms, (ii) you are not prohibited under law from using our services, (iii) you are conducting your business in the European Union Member State you have identified during your Registration; and (iv) you will not use the services for any illegal purposes.
5.4 Obligations towards Payment Networks.
In addition to the fogoing, (i) you shall act in accordance with Wix’s instructions with respect to the use of the payment networks marks (such as Visa and MasterCard; “Payment Networks”) in your website; (ii) you acknowledge that each Payment Network is the sole and exclusive owner of its marks and you agree not to contest the ownership of their marks for any reason; and (iii) you acknowledge that each Payment Network has the right to enforce any provision of its rules and to prohibit You and/or Wix from engaging in any conduct such payment network deems could injure or could create a risk of injury to it, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Payment Network confidential information, or both;
You are obligated to comply with certain obligations towards the Payment Networks (such as Visa and MasterCard).
User will indemnify, defend and hold harmless Wix, its affiliates, and each of their respective sureties, officers, directors, agents, employees, parents and subsidiaries, (each, a “Wix Party”) from and against any and all liability, damages, costs, or expenses, including reasonable legal fees and expenses, for any third party claim or demand, including any action brought, or fine, fee or penalty imposed, by any regulatory authority, (each, a “Claim”) arising out of or related to: (i) User’s breach of any representation, warranty, covenant or obligation under these Service Terms; (ii) gross negligence, fraud or willful misconduct on the part of User or any of its officers, directors, employees, representatives or service providers, or any of their respective officers, directors and employees; (iii) any actions taken by Wix or its service providers in accordance with or in good faith reliance upon information or instructions provided by User or any of its agents or representatives; (iv) any claim by a Customer, or any obligation owed to any Customer or other third party by User, or any third party retained by User; and (v) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party by User.
You will indemnify us for any damages and cost Wix is subject to as result of your breach of obligations or wrongful actions.
Service Fees; Settlement.
6.1 Service Fees.
Your use of Wix Payments is subject to your payment of the fees and charges as set forth in the schedule on the Wix Website (“Service Fees”), which is hereby incorporated by reference, as the same may be amended or otherwise modified from time to time. Wix will provide you a notice prior to any change or amendment to the Service Fees.
6.2 Payment of Service Fees.
The Service Fees shall be deducted from the amounts collected on your behalf from your Customers, such that, subject to the other provisions herein, the Net Transaction Amount shall be made available by the Processor to you in your User Bank Account. The term “Net Transaction Amount” as used herein shall mean the total amount paid by a Customer to the User in a Transaction, minus all applicable Service Fees.
Your use of Wix Payments is subject to your payment of certain Service Fees, which shall be deducted from the amounts collected on your behalf from your customers.
The net amounts payable to you will be transferred to your bank account in accordance with the settlement schedule.
6.3 Settlement of Net Transaction Amount.
Subject to the other provisions herein, all Net Transaction Amounts payable to you (“Settlement Amounts”) shall be transferred to your User Bank Account (net of chargebacks and any other amount owed by the user to Wix or the Processor, or otherwise deducted pursuant to the terms hereof), upon such amounts becoming available for settlement, and in accordance with the settlement schedule. If the settlement date is holiday or a day on which the relevant banks are not operating, the settlement shall be made on the first subsequent business day on which they are open for business. Settlement Amounts will be paid to you only if your User Payment Account is active and in full compliance with these Service Terms and the Processor Terms.
You can check your balance via your Wix Payments management dashboard. If you believe such data is inaccurate, you should immediately notify us and we will work together with our Processor to investigate the matter.
6.4 Payment Dashboard.
Users can verify their balance and the Settlement Amounts payable to them through Wix Payments management dashboard as available on the Wix Website (“Payment Dashboard”). Wix disclaims all liability and responsibility for the accuracy and/or availability of such information. Unless otherwise required by law, User shall be solely responsible for ensuring the accuracy of the amounts reflected in the Payment Dashboard and the Settlement Amounts received. In the event of any discrepancy between the Payment Dashboard and the Transactions, User shall immediately notify Wix which shall work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. User will promptly provide such information and assistance to Wix as Wix may request in connection with any such investigation. Wix shall not be responsible for any act or omission of the Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.
Any disputed you have regarding the settlement amount must be filed to us within 90 days following the date of the settlements.
6.5 Disputing Settlements.
All disputes regarding Settlement Amounts must be filed by the User to Wix, in writting, within 90 days following the date of settlement. No disputes or complaints by a User shall be accepted after 90 days and, following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible, and final.
6.6 Withholding; Set-off Right.
Wix shall have the right to instruct the Processor withhold and/or set-off all or a portion of the Settlement Amounts payable to a User in order to ensure performance of such User’s obligations under any of the Wix Terms, the Processor Terms and/or any applicable regulations or policies (including credit card companies’ policies).
We have the right to instruct our Processor to withhold or set-off amounts payable to you in order to ensue your performance of your obligations towards us, our Processor or any applicable regulations or policies.
7. Transaction Cancellation
Users shall be fully responsible for the Transactions carried out by them, including in relation to chargebacks or refunds of Transactions (a “Transaction Cancellation”) and shall be liable to Wix for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Chargeback Costs”) associated with a Transaction Cancellation and Wix (and any of the providers of Wix Payments) shall have the right to deduct Transaction Cancellation amount and Chargeback Costs from any Settlement Amounts payable to such User and in accordance with Section 4.4 above. If Wix is not able to deduct the amounts or otherwise collect such amount in accordance with Section 4.4, the User shall pay the Transaction Cancellation amount and Chargeback Costs immediately upon Wix’s first notice. All Transaction Cancellations must be done through Wix Payments, and may require the payment of certain Service Fees as set forth in the Website.
You are exclusively responsible for your transactions, including with respect to chargebacks or refunds and any derivative costs, and we shall have the rights to deduct such amounts from any settlement amounts payable to you. If we cannot deduct such amounts, you shall be obligated to pay us such amounts immediately upon our first request.
7.2 Transaction Record.
Except as otherwise required by law, User is solely responsible to maintain its Transactions record and other data associated with the User Payments Account in accordance with their applicable law
7.3 Provision of Information.
In order to enable Wix to deal with disputes regarding Transaction Cancellations, Users shall be obligated to provide Wix any and all information and documentation regarding any Transaction (including legal copies of the sales receipts), as requested by Wix, and within no more than 3 days following the request. Failure to provide such information and documentation within such 3 day period may lead to withholding of Settlement Amounts and/or further action by Wix and/or the Processor.
It is your responsibility to maintaining transactions records and all related data.
In the event of dispute, you shall be obligated to provide us with any information and documentation regarding such transaction within the defined timeframe.
7.4 Non-performance of Transactions.
Transaction may not be processed or may be cancelled at the sole discretion of Wix and at any time, in any of the following cases: (i) upon verification of irregularities and/or circumstances that are characterized as fraudulent transactions; (ii) failure to recognize the Transaction by the Customer, by virtue of suspected fraud; or (iii) non-compliance, by User, with the Wix Terms, the Processor Terms and/or any applicable law or regulation.
User shall bear all costs and expenses associated with or resulting from any Refund. For purpose hereof, “Refund” shall mean a Transactions Cancellation which is initiated by the User and that results in the reimbursement of the Customer of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of a sufficient balance in the User Payments Account, such that it is possible to offset the refunded amount from Settlement Amounts. In event of an insufficient balance in the User Payments Account, the User shall, at his own account and risk, settle with the Customer the approved Refund. Wix and Processor shall have the right to withhold funds in the User Payments Account and/or deduct the associated Refund amount out of the User Settlement Amounts as required to process and pay Refunds.
We may not process or may cancel a transaction at our sole discretion and at any time in events such as suspected fraud or non-compliance with our terms or our Processor’s terms.
You will bear all costs and expenses associated with any refund.
8. Limitation of Liability; Disclaimer of Warranties
THE WIX PAYMENTS SERVICES ARE PROVIDED “AS-IS,” WITHOUT WARRANTIES OF ANY KIND. WIX AND ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO OR ARISING OUT OF THESE SERVICE TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Neither we nor our Processor will be responsible for any faults, delays or interruptions in Wix Payments, and we make no warranties regarding our services, including their quality, reliability, security, compatibility and conditions.
9. Term and Termination
The effect of these Service Terms shall commence on the date on which You accept them and shall continue to be in effect for as long as you use Wix Payments or until termination according to the provisions of these Service Terms.
You may terminate these Service Terms by de-activating your Wix Payments account at any time (according to the instructions on the Wix Website). Without derogating from any other right it has, including the right to cancel or suspend your use of Wix Payments as set forth above, Wix may terminate these Service Terms and discontinue your use of Wix Payments at any time, for any reason, effective upon providing you a notice.
For as long as you use Wix Payments, these Wix Terms shall apply. You may terminate your acceptance of these terms by de-activating your account at any time.
Wix has the right to terminate and discontinue your use of Wix Payments at any time for any reason, effective upon providing you a notice.
9.3 Effects of Termination.
Upon termination: (i) You shall immediately cease your use of Wix Payments; (ii) Wix reserves the right (but have no obligation) to delete all of your transaction information and account data stored on its servers, and (iii) Wix will not be liable to you for compensation, reimbursement, or damages in connection with your use of Wix Payments, or any termination or suspension of such use or deletion of your information. The termination of these Service Terms, for any reason, shall not release You from any of Your debts or payment obligations to Wix under these Service Terms and the provisions of all sections that are relevant to such post-termination period, including the provisions of Section 4.4 shall survive such termination and Wix and Processor may withhold amounts held in your account, as may be required in order to enforce such obligations.
Upon termination, you shall discontinue the use of the services; Wix may delete your transaction data; and Wix shall have no liability towards you. You shall remain obligated to pay any outstanding amounts.
10. Changes & Updates
Wix may change, suspend or terminate Wix Payments (or any features thereof, or prices applicable thereto), and/or change any of the Wix Terms with or without prior notice, at any time and in any manner. If any such changes involve the payment of additional Service Fees, we will provide a notice of such change to all Users in accordance with the Terms of Service. If a User does not agree to such change, such User should discontinue the use of Wix Payments.
We may make changes to our services or to these terms at any time. If such changes involve the payment of additional Service Fees, we will provide you with a notice. If you do not agree to such change, you should stop using Wix Payments.
11. Dispute Resolution, Binding Arbitration, and Waiver of Jury Right
11.1 Informal Dispute Resolution.
Informal Dispute Resolution. Wix wants to resolve any dispute without a formal lawsuit. Before you file a case, you agree to contact Wix and seek to resolve your concerns informally by emailing email@example.com. Wix will contact you by email and try to resolve your issue. If Wix has not resolved the issue 30 days after receiving your email, either you or Wix may initiate a proceeding.
You agree to seek informal resolution of any issues and disputes by contacting Wix and requesting resolution.
11.2 Mandatory Arbitration.
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
(i) We Both Agree to Arbitrate. You and Wix agree to resolve any claims relating to these Service Terms or Wix Payments through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
(ii) Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email to firstname.lastname@example.org within 30 days of being approved for Wix Payments.
(iii) Arbitration Procedures. We both agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco County, California, or any other location we agree to.
(iv) Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Wix will pay all arbitration fees for individual arbitration for claims less than $25,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Wix will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(v) Exceptions to Agreement to Arbitrate. Either you or Wix may assert claims, if they qualify, in small claims court in San Francisco County, California or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Wix Payments, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
11.3 NO CLASS ACTIONS.
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not allowed. If this specific paragraph is held unenforceable or otherwise void, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
You and Wix agree to resolve any disputes through a final and binding arbitration by a single arbitrator.
You may decline this consent to binding arbitration by providing us a notice by email within 30 days following your approval for Wix Payments.
The American Arbitration Association will administer the arbitration under its rules, and the arbitration will be held in the county where you live or work, San Francisco County, California, or any other location we agree to.
We will pay all arbitration fees for individual arbitration for claims of less than $25,000. If you receive an arbitration award that is more favorable than an offer we made, we will pay you and additional $1,000. We will not seek attorneys’ fees and costs unless the arbitrator determines that your claim is frivolous.
Despite our consent to arbitrate, either of us may assert certain claims in small claims courts in San Francisco County, California, or any US country where you live or work. Either party may bring a lawsuit solely for injunctive relief without first engaging arbitration. If our agreement to arbitrate is found inapplicable, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California.
12. Governing Law
These Service Terms and Wix Payments will be governed by California law except for its conflicts of laws principles.
California Law shall govern these Service Terms and Wix Payments.
Subject to compliance with all applicable Operating Regulations, Wix may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in Wix Payments to a third party without your consent. Upon such assignment, Wix shall provide you a notice.
We may assign our rights and obligations to other parties. We will provide you a notice if we do so.
We may provide you with notices via our services, by e-mail or through any other contact means you provided us.
The headings, captions, headers, footers and version numbers contained in these Service Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Service Terms. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to these Service Terms as a whole and not to any particular section, subsection, or clause contained in these Service Terms. The terms “include” and “including” are not limiting. Reference to any other terms, agreement or other document includes any permitted modifications, supplements, amendments, and replacements.
Only the left column is legally binding (this #ItsThatEasy column is just for clarity). If we refer to “herein”, for instance, we refer to these Service Terms as a whole, and the term “include” is not limited.