PLEASE READ THE ENTIRETY OF THESE SERVICE TERMS CAREFULLY. SECTION 12 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
As part of its offering on the Wix Platform, Wix enables the ability of Wix Users located in Austria, Belgium, Canada, Finland, Germany, Ireland, Italy, Lithuania, the Netherlands, Portugal, Spain, Switzerland, the United Kingdom or the United States to connect their websites and Wix accounts to certain credit cards and debit cards, whether online or in person, and/or other payment processing methods provided by the Processor (as defined below) and other financial service providers, in order to receive payments from the Wix Users’ customers (herein, a “Customer”) for products and/or services (each, a “User Product”), in transactions carried out through and on their websites, Wix Platforms, POS Products or otherwise (each, a “Transaction”).
1.2 Wix allows the enablement and integration of Processing Services (as defined below) to Your website and Wix account, and other related services enabling You to accept payments from Your Customers, as further described in these Service Terms. You hereby fully authorize Wix to enable the Processing Services, submit Transactions, debit Your User Payment Account (as defined below), make decisions regarding the Processing Services and request changes to the setup of these Services on Your behalf
1.3 The Processing Services include the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Processor (as defined below) (the “Processing Services”). The Processing Services, together with the activities and services provided by Wix, constitute “Wix Payments”
1.4 The Processing Services are provided by Adyen N.V. (“Adyen”) or by Stripe Inc. (“Stripe”) (each, the “Processor”), their affiliates, and the acquiring bank. In order to use Wix Payments, You, in addition to satisfying the other requirements detailed herein, hereby consent to and agree to be bound by the Processor Terms and Conditions (located here; the “Processor Terms”), which are hereby incorporated by reference. For further details about the Processor and the acquiring bank, including to find the acquiring bank’s contact information, please read the Processor Terms. In providing the Wix Payments services with Adyen as the Processor, Wix is acting as an agent of the acquiring bank. However, Wix is not a party to the Processor Terms and is not liable to You with respect to the Processing Services, which are provided solely by the Processor. Wix may allocate different Processors to certain transactions or transaction types. Wix may, subject to applicable law and Operating Regulations (as defined below), replace Processors. In such event, You will receive notice of the other Processor’s terms to the contact information You provide, and such terms of the other processor shall apply.
1.5 POS Products
Subject to territorial restrictions, Wix’s Point of Sale (POS) terminal and related products (to the extent purchased) (“POS Products”) may be available to You for purchase from Wix, and allow You to accept card-present transactions. The use of POS Products is subject to these Service Terms as well as the POS Product terms.
1.6 Apple Pay
Subject to territorial restrictions, You may accept payments with Apple Pay. By using Apple Pay, You accept and agree to the Apple Pay Platform Web Merchant Terms and Conditions.
1.7 Priority of Terms & Regulations
2. Registration, User Payment Account & User Information
Upon using Wix Payments, You must register and provide certain information (“Registration”). The information You are required to provide as part of the Registration may include personal information (such as Your name, birthdate and identification number), physical address, phone number, tax identification details, email address, bank account details, other identification information about Your business, its principals, beneficial owners, shareholders and Representative (as defined below), trade names under which You do business (DBA), a full description of the goods sold and/or services You provide and other information as requested by Wix (“User Information”). Wix may further require You to provide documentation supporting Your User Information and/or documentation regarding Your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents. By registering, You hereby authorize Wix to take any action together with the Processor in order for You to use the Processor’s services, all in accordance with and subject to the Wix Terms and Processor Terms.
2.2 Verification & Underwriting
After obtaining the required User Information and documentation (if required), such User Information and documentation, together with other information about You and Your website, will be used to verify and assess Your eligibility to use Wix Payments. Wix will notify You of Your account status and will, on Your behalf, instruct the 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 and/or the Processor may, at any time and in its exclusive discretion, reject the attempted Registration of a User to use Wix Payments, or suspend or discontinue any User’s use of Wix Payments, at any time and for any reason, according to Wix’s internal rules, risk considerations, any of the policies, procedures or instructions of the Processor, acquiring bank, Payment Networks (as defined below), and/or under any of the Wix Terms and/or Processor Terms. Wix may further limit Your use of Wix Payments (including based on the amounts You processed) and the User Payment Account, and require further information and documentation in order to allow the use, or continued use, of Wix Payments or the payout of any Settlement Amounts (as defined hereunder), all in accordance with Wix’s internal rules, its risk considerations, any of the policies, procedures or instructions of the Processor, and/or under any of the Wix Terms and/or Processor Terms.
2.3 Account Transfer
Unless otherwise confirmed to You in writing, Your Wix Payments account is non-transferable, and any change of Your User Information shall require prior approval by the Processor in order to come into effect.
YOU ARE ADVISED NOT TO DELIVER GOODS OR PROVIDE SERVICES PRIOR TO THE VERIFICATION OF YOUR ACCOUNT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT WIX OR THE PROCESSOR DECIDE TO REJECT YOUR REGISTRATION, OR TERMINATE YOUR ACCOUNT AND DISCONTINUE THE USE OF WIX PAYMENTS, THE FUNDS ALREADY DEPOSITED TO YOUR USER PAYMENT ACCOUNT SHALL NOT BE PAID TO YOU, AND SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) AND/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 FROM ANY SUCH LIABILITY.
2.4 Registration Information
All User Information and documentation You provide in connection with Wix Payments as part of the Registration process or any subsequent inquiry or request, must be complete, up to date and accurate in all respects.
You are solely and fully liable for the accuracy, consistency and completeness of the User Information and all other information provided by You or on Your behalf (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. You are further responsible to update Wix to ensure such information remains true, complete, accurate and valid at any time. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate or partial information. Wix may request, at any time, in its sole and exclusive discretion, and You will be obligated to provide, copies of documents that support any information provided by You or on Your behalf (including any authorized individual, in the case of a Wix User that is an entity) 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, including with respect to acceptance and/or the payout of funds to Your account. Wix may also require You to provide additional information or documentation in order to ensure Your compliance with these Service Terms, the Processor Terms, Operating Regulations (as defined below), applicable laws and regulations and any terms applicable to the User Payment Account, in which case You will promptly provide such required information or documentation.
Note: If Your Registration process is not completed within the period of time defined by Wix, if You do not provide Wix with requested information or documentation, or Wix or the Processor are not able to verify Your information or documentation within the time limits as defined by Wix or the Processor and presented on the Website (and which may be changed from time to time), Wix or the Processor may suspend and/or block Your ability to accept payments from Customers, and further terminate these Terms and/or return all Transaction amounts made prior to such time to Your Customers. Wix may send You a notice prior to such actions. However, whether notice is provided or not, this does not derogate in any way from Your responsibility to ensure Your compliance with these requirements.
2.6 Sharing Information with Third Parties
3. User Bank Account
3.1 User Bank Account
As part of the Registration process and in order to receive payouts, 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 Transaction amounts shall be settled (“User Bank Account”). The User Bank Account shall be subject to the Processor’s approval. You hereby warrant and represent that the User Bank Account is registered under Your name (and in the event of a legal entity, under the name of the legal entity). 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. Such change of Your 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 Active Bank Account
You must ensure that Your User Bank Account remains active, 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 Payment Network(s) and/or Processor). You may close Your User Bank Account only after satisfying Your obligations under these Service Terms, including those referenced in Section 8.2. Wix will notify You when You are able to close Your User Bank Account.
4. User Obligations, Representations & Warranties
4.1 User Obligations
In addition to all other obligations under the Wix Terms and Processor Terms, the 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 (including all User Information) remains true, current, complete, accurate and valid;
(iii) without derogating from section 4.1(ii) above, promptly notify us in writing no more than three (3) days after any of the following occur: You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; there is a materially adverse change in Your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of Your business; You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or You receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of Your total assets.
(iv) comply with all applicable laws, rules and requirements, including but not limited to those defined by Wix, the Processor, Payment Networks, U.S. Export Administration Regulations (15 C.F.R., Chapter VII), the sanction programs of the U.S. Office of Foreign Assets Control ("OFAC"), and any other competent authority;
(v) not offer or sell any User Products, or provide any information, content or material, including regarding User Products, which are prohibited by law, included in the list of Restricted and Prohibited Products and Services, seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Service Terms, Wix’s policies and/or the Processor Terms; and
(vi) promptly, and in any event within no later than 7 days, provide Wix with 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
4.2 User Representations, Warranties
You hereby warrant, represent and undertake that: (a) You are of legal age of the majority in Your jurisdiction, and in any event above the age of eighteen (18); (b) You and the legal entity You represent are authorized to conduct business in the jurisdictions in which You operate; (c) You are not a resident of any country embargoed by the United States, nor are You on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable trade sanctioning regulations; (d) Your business is located and You are conducting Your business from one of the following countries: Austria, Belgium, Canada, Finland, Germany, Ireland, Italy, Lithuania, the Netherlands, Portugal, Spain, Switzerland, the United Kingdom or the United States; (e) You will use the Wix Payments Services only for Your business and not for the benefit of any third party; (f) You will use the Wix Payments Services for commercial purposes only, and not for any personal, family, money transfer or household purposes; (g) if You register on behalf of a legal entity, You are an authorized representative of such entity that has the full power and authority to agree to the Wix Terms on behalf of such legal entity, and bind it to these Service Terms and other Wix Terms (“Representative”); (h) all the User Information provided, including with respect to any legal entity You register on behalf of, its beneficial owners and principals, is complete and accurate; (i) You will not use Wix Payments for any fraudulent or illegal purposes or in breach of these Service Terms; and (j) in the event that Your or Your Representative’s accounts with Wix Payments were terminated by Wix or the Processor in the past, You will not register with Wix Payments without Wix’s prior written approval. These representations and warranties 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.
4.3 Obligations towards Payment Networks
In addition to the foregoing, (i) You shall act in accordance with the Operating Regulations and Wix’s instructions, with respect to use of the Payment Network marks on 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 its 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 create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both. It is Your responsibility to read and be aware of the Payment Network’s rules.
5. Responsibilities & Obligations with Respect to User Activity, Transactions, Products & Customers; Enforcement
5.1 Responsibility for Customers & Transactions
The User agrees that it is the merchant of record and assumes all merchant responsibilities, including those under the Operating Regulations (as defined below) with respect to each Transaction. The User shall be solely responsible and liable for any and all Transactions between a User and such User’s Customers, and for all liabilities arising from the offering of User Products and Transactions, including, but not limited to, all applicable legal and regulatory obligations. The User shall have sole, exclusive and full responsibility in regard to the relationship with its Customers. The User shall provide its Customers with proper ways to contact the User and have the sole responsibility of handling Customer complaints, resolving any Customer support issues with its Customers, and shall keep Wix fully exempted from any responsibilities with respect to the Customers and/or the User Products. It is the User’s responsibility to ensure the correctness and legitimacy of its Transactions, and to research and contact its Customers prior to completing any suspicious Transactions.
"Operating Regulations" means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Network, or other payment methods enabled through Wix Payments, such as SEPA, ACH (as governed by the Nacha Operating Rules) and Apple Pay, 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.
5.2 Responsibility for User Website & User Products
The User has the sole, exclusive and full responsibility for (a) all User Products; (b) the content of the User’s website, including the publicity, text and images presented on the User’s website. The User agrees to ensure the compliance of their website, services and products with applicable laws and Operating Regulations, including proper and accurate disclosure and description of User Products, Transactions, prices, amounts charged and currencies. If the User engages in Transactions with Customers who are individuals, the User specifically agrees to provide its Customers with disclosures as required by applicable law, and to not engage in unfair, deceptive or abusive acts or practices (UDAAP); (c) compliance with applicable laws and Operating Regulations with respect to recurring transactions, including necessary disclosures and Customer consent prior to the recurring transaction, as well as the disclosure and method for canceling the recurring transactions; (d) the delivery and quality of all User Products and/or services offered by the User to the Customers, including any shipment arrangements, and its compliance with its applicable export control laws; (e) the provision of a proper and accurate receipt describing the Transactions to the Customers; (f) compliance with the Payment Card Industry Data Security Standard ("PCI DSS"), the Payment Application Data Security Standard ("PA DSS"), and any successor standards or requirements, as applicable; and (g) compliance with OFAC sanction programs, the performance of OFAC and Specially Designated Nationals and Blocked Persons checks, or any other applicable trade sanctioning regulations with respects to its Customers. Wix disclaims all responsibility or liability in connection with any of the foregoing, and may further be required to report to tax authorities certain reports regarding the Transactions.
5.3 Responsibility for Charges, Fines & Losses
As between the User and Wix, the User is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties arising in connection with the User’s use of Wix Payments, including any negative balance in the User Payment Account. Wix may collect such funds by instructing the Processor to deduct or set-off such funds from Your Payment Account, in accordance with Section 8.2.
The User further agrees that (a) the User will be solely liable for any losses incurred by Wix or the Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of Wix Payments, including any use made in breach of these Service Terms by any of the User’s Customers, User, or any of the 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, the acquiring bank and the Payment Networks. Without derogating from any other right, Wix may collect such losses described in 5.3(a), in accordance with Section 8.2.
Without limiting any other right Wix may have under these Service Terms or under laws or regulations, in the event of (i) suspected or actual fraud; (ii) Your breach or suspected breach of any of the terms or Your warranties, representations or obligations under these Service Terms, the Wix Terms, Processor Terms, Operating Regulations or applicable law; and/or (iii) due to Wix’s risk considerations with respect to Your Wix Payments account, Wix shall have the right, either directly or by providing instructions to the Processor and with no liability to You, to (i) require You to change, add or omit content from Your website or take such actions itself, as it deems necessary or appropriate to ensure Your compliance with the Operating Regulations, Processor Terms and Wix Terms; (ii) suspend or cancel any Transaction; and/or (iii) block or suspend Your use of Wix Payments; (iv) instruct the Processor to withhold any amounts that may be otherwise payable to You; (v) instruct the Processor to return any amount to Your Customers; and (vi) share any information related to such activity with the appropriate Processor, financial institution, regulatory authority, or law enforcement agency, consistent with our legal obligations. This information may include information about You, Your Wix Payments Account, Your Customers and Transactions made
through Your use of the Wix Payments Services.
6. Processing, Service Fee & Settlement
To enable Wix Payments to process Transactions for You, You authorize and direct Wix, the Processors, acquiring banks and other payment method providers that You use to enable, receive and settle any payment processing proceeds owed to You through the Wix Payments Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into Your Bank Account.
6.2 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 in accordance with Section 11 below, including that Wix will notify You prior to any change or amendment to the Service Fees. All Service Fees are non-refundable.
6.3 The Service Fees shall be deducted from Your User Payment Account balance or otherwise in accordance with Section 8.2.
6.4 Settlement Amount
All Transaction amounts deducted by applicable Service Fees shall be allocated to Your User Payment Account and held by the Processor and its banking partners in pooled accounts. You shall not be entitled to any interest in such amounts or to any right to withdraw them. Subject to the other provisions herein, the positive balance in Your User Payment Account reduced by all Transaction Cancellation Costs and any other amount owed by the User to Wix or the Processor, or otherwise deducted pursuant to these Service Terms (“Settlement Amounts”) shall be transferred to Your User Bank Account by the Processor upon such amounts becoming available for settlement, and in accordance with the settlement schedule published on the Website. If the settlement date is a 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 assume all responsibility and shall have no claims towards Wix in the event of any losses and damages that You or any third party may incur due to any non or erroneous settlement of the Settlement Amount, due to Your incompliance with the above terms or for providing a wrong User Payment Account. If You leave any funds dormant in Your User Payment Account and You do not give us instructions where to send them, we will act according to the instruction of the Processor and applicable law.
6.5 Withholding & Change of Settlement Schedule
Wix reserves the right to enforce a holding period prior to the settlement of the Settlement Amounts, change the settlement schedule at any time, including due to the following reasons: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by Wix in its sole discretion; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by law or court order. Wix will notify You once it exercises its right to withhold the Settlement Amounts. The Processor, acquiring banks or other financial institutions holding Your User Payment Account may also require a holding period before the settlement of the Settlement Amounts to the User Bank Account. Wix is not responsible for any delay of Your Settlement Amounts in accordance with these Service Terms or ordered by any third party.
6.6 Payment Dashboard
Users can verify their balances and Settlement Amounts payable to them through Wix Payments’ management dashboard, as available on the Wix Platform (“Payment Dashboard”). Wix disclaims all liability and responsibility for the accuracy and/or availability of such information. Unless otherwise required by applicable law, the 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, the User shall immediately notify Wix, which shall then work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. The 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.
6.7 Transaction Record
Except as otherwise required by applicable law, the User is solely responsible for maintaining its Transactions records and other data associated with the User Payment Account in accordance with applicable law.
6.8 Disputing Settlements
All disputes regarding Settlement Amounts must be filed by the User to Wix in writing, 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.
7. Transaction Cancellation
The User shall be fully responsible for the Transactions, including in relation to any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund (as defined below) of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by Wix, Payment Networks, other payment method providers, Processors or acquiring banks (“Reversal”) (a “Transaction Cancellation”). Wix is not responsible or liable to You for any Transaction Cancellation and You shall be liable to Wix for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. Wix and the Processor shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to such User and in accordance with Section 8.2 hereunder. If Wix is not able to deduct the amounts or otherwise collect such amounts in accordance with Section 8.2, the User shall pay the Transaction Cancellation amount and Cancellation 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 on the Website.
In most cases, You may challenge Transaction Cancellation orders initiated by a Customer (including chargebacks) (“Dispute”) through Wix Payments, by providing information and documentation according to the relevant Operating Regulations. You acknowledge and agree that Wix will not have any liability with respect to the provision of such services. You further agree that the information and documentation provided will be shared with Your Customer, its payment providers and other relevant financial institutes. Failure to provide such information and documentation in a timely manner may not allow You to dispute the canceled transaction. Payment Networks or other payment method providers may either accept or deny Your challenge. Wix and the Processor will deduct the Dispute amount from Your User Payment Account upon a Dispute, including in accordance with its rights under Section 8.2, and will credit Your account if Your challenge is accepted by applicable issuing and acquiring banks. You acknowledge and agree that Wix is not a party to the Dispute challenging process.
The User shall bear all costs and expenses associated with or resulting from any Refund (including any Service Fees incurred due to the original Transaction, which shall not be refunded). For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by the User and results in the reimbursement of the Customer for all or some of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of sufficient balance in the User Payment Account, such that it is possible to offset the refunded amount from the Settlement Amounts. Wix and the Processor shall have the right to withhold funds in the User Payment Account and/or deduct the associated Refund amount from the User Settlement Amounts, as required to process and pay Refunds. Wix may further decline any Refund when Wix believes that such an order increases the risk of a negative balance, or will otherwise risk Your ability to meet Your liabilities under these Service Terms.
8. Reserve; Collection of Debt; Set-Off
8.1 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 that may become due from You to Wix or the Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations, Customer complaints, the nature of Your business, and Your activity through Wix Payments (“Reserve”). The reserve shall be funded by debiting Your User Payment Account or any bank account associated with Your Wix Payments account. Wix may further require You to deposit funds into Your User Payment Account in order to fund the Reserve.
8.2 Collection of Debt; Set-Off
You agree to pay all amounts due or owed to Wix, in relation with any of Your accounts with Wix on demand. Your failure to pay amounts owed to Wix under these Service Terms, the Wix Terms, Processor Terms, Operating Regulations and/or any applicable law, is a breach, and You will be liable for any costs we incur during collection in addition to the amount You owe. Wix (by itself or by instructing the Processor) may collect and/or set-off any amount due to Wix from You, including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by: (a) instructing the Processor to deduct such amounts from Your User Payment Account balance, from other User Payment Accounts held under Your name or from the Reserve, and remit such deducted amounts to Wix; (b) debiting the bank account, credit card or any other payment method held by Wix, whether provided for registering to Wix Payments or otherwise (including any such payment methods associated with any other Wix account or Wix Payments account held under Your name); or (c) debiting any payment method connected to the website associated with Your Wix Payments account or connected with Your subscription to any other Wix Services.
9. Limitation of Liability; Disclaimer of Warranties; Indemnification
IF ANY GUARANTEE, CONDITION, WARRANTY OR TERM IS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A NON-EXCLUDABLE PROVISION), AND WE ARE ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN OUR LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED EXCLUSIVELY (SO FAR AS APPLICABLE LAWS DO NOT PROHIBIT) TO THE SUPPLYING OF SERVICES AGAIN, OR THE PAYMENT OF THE SERVICE FEES.
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.
The 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) The 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 the 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 the 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 the User, or any third party retained by the User; and (v) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party by the User. The User shall not compromise or settle a Claim against any Wix Party without the Wix Party’s prior written consent.
10. Term & Termination
The effect of these Service Terms, as may be amended from time to time, shall commence on the date You first access or use Wix Payments, 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 at any time by notifying Wix in writing. Without derogating from any other right Wix 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.
10.3 Effects of Termination
Upon termination: (i) You shall immediately cease Your use of Wix Payments; (ii) Wix reserves the right to withhold any amount payable to You until it believes that the risk of Disputes or other risks with respect to Your account are removed; (iii) Wix reserves the right (but has no obligation) to delete all of Your transaction information and account data stored on its servers; and (iv) 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 8, together with any terms that by their nature are intended to survive such termination, shall survive such termination, including, without limitations, Sections 9 and 12-17, and Wix and the Processor may withhold amounts in Your account, as may be required to enforce such obligations.
11. 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. It is the User’s sole responsibility to review these Service Terms periodically, unless otherwise required by law, we will post a notice of the last date of update on this page. 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 these Service Terms. If a User does not agree to such change, such User should discontinue the use of Wix Payments.
12. Dispute Resolution, Binding Arbitration
& Waiver of Jury Right
12.1 Informal Dispute Resolution
Wix wishes to resolve any disputes with You. You and Wix agree to use commercially reasonable efforts to resolve, promptly and in good faith, any controversy, claim or dispute between You and Wix arising from or in connection with these Service Terms. In connection with the foregoing, You agree to contact Wix and seek to resolve Your concerns informally by emailing firstname.lastname@example.org. Wix will contact You by email and try to resolve Your issue. If Wix has not resolved the issue within 30 days after receiving Your email or such other timeframe provided to You by Wix, either You or Wix may initiate a proceeding in accordance with Section 12.2.
12.2 Mandatory Arbitration Provisions
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
(i) Agreement 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 the 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 email@example.com within 30 days of being verified for a Wix Payments account.
(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 (to the extent that You are a U.S. resident), in San Francisco County, California, or any other location we mutually agree on.
(iv) Arbitration Fees & Incentives. The AAA rules will govern payment of all arbitration fees. Wix will pay all arbitration fees for individual arbitration for claims less than US$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 US$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 the Agreement to Arbitrate. Either You or Wix may assert claims, if they qualify, in a small-claims court in San Francisco County, California or any United States county where You live or work (to the extent that You are a U.S. resident). 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.
12.3 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.
13. Governing Law
These Service Terms and Wix Payments will be governed by California law, except for its conflicts of law principles.
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.
16. No Waiver
No waiver of any breach or default of any of the Wix Terms shall be deemed a waiver of any preceding or subsequent breach or default.
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, sub-section, 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.
These Service Terms were written in English and translated into other languages for Your convenience. You may access and view other language versions by changing Your Wix Website language settings. If a translated (non-English) version of these Service Terms conflicts in any way with their English version, the provisions of the English version shall prevail. If any provision of these Service Terms is found to be wholly or partially unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Service Terms shall otherwise remain in full force and effect and enforceable.