Terms of Service

Your access or use of the Bolt Checkout Everywhere services and associated APIs (“Checkout Everywhere”) provided by Bolt Financial, Inc. and/or its subsidiaries and affiliates (referred to as “Bolt”, “we”, “our” or “us”) is subject to these Bolt Checkout Everywhere Terms of Service, the terms of Bolt’s Privacy Policy, Acceptable Use Policy, and any other documents incorporated under this Terms of Services together with all other agreements in place or enacted between you and Bolt (collectively, the “Agreements”). By accepting this Terms of Service You agree to be bound by the terms of this Terms of Service. This Terms of Service shall prevail in the event of any conflict or inconsistency with the remainder of the Agreements with respect to Checkout Everywhere.
 

1. Service description

Subject to the terms and conditions herein, and during the term of the Checkout Everywhere services, You may access, download, and use Checkout Everywhere solely for your internal business purposes to request, collect, and receive payments from Shoppers (as defined below). Checkout Everywhere enables You to create a Bolt-hosted product description page and/or checkout page, or similar technology which allows you to distribute those via URL links, to facilitate Shoppers to transact with You through such Bolt’s hosted pages. 

2. By using Checkout Everywhere, you agree that: 

1. Checkout Everywhere only enables payment for transactions. Sales are transactions solely between you and the user who purchases a product or service from You (each, a “Shopper”), and Bolt is not a party to these transactions.
2. Bolt is not and will not be responsible for any aspect of the products or services You sell.
3. Bolt is not responsible for the acts of Shoppers, including if they do not complete a transaction.
4. Bolt’s enablement of a transaction does not mean that a Shopper has sufficient funds available in the payment instrument the Shopper has used, that the transaction will be authorized or processed, or that the transaction will not later result in a chargeback or other reversal.
5. You are solely responsible for investigating and resolving disputes with the Shoppers and Bolt is not a party to and will not be responsible for any disputes.

3. Permitted Transactions

Checkout Everywhere is a service solely for receiving payments from Shoppers for goods and services. You may not use Checkout Everywhere for personal transactions, charitable contributions, or for the prohibited activities set forth in our Acceptable Use Policy. You will not and will ensure that Your Shoppers do not: (i) attempt to interfere with or disrupt the Checkout Everywhere service (or any related systems or networks) or use such services other than directly for Your benefit; (ii) copy, modify or distribute any portion of the such services; (iii) rent, lease, or resell Checkout Everywhere; (iv) transfer any of its rights hereunder; (v) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by other Bolt customers; or (vi) use in a manner that is not expressly permitted in these Terms of Service. In addition, you will not reverse-engineer or access Checkout Everywhere to build a competitive product or service.

4. Use of Your Website Information

1. You grant Bolt the right to access and use all product information made available on Your Website including for any promotional and marketing activities and for any analysis, including but not limited to training machine learning models for product categorization, up-selling/cross-selling, and product recommendations.

5. Bolt Payments

1. If You choose to enable Bolt Payments to process payments for Checkout Everywhere transactions, then the additional Payment Processing Services terms shall apply.
2. If You do not choose to enable Bolt Payments to process payments for Checkout Everywhere transactions, You are solely responsible for the establishment of a payment card acquiring agreement with a card acquiring bank (and all fees, charges and expenses arising from that relationship) for processing transactions, and for complying with that agreement and with any applicable payment network rules.

6. Taxes

You are solely responsible for any taxes, fees, and duties imposed by governmental entities related to payment transactions facilitated through Checkout Everywhere.

7. Data Privacy

1. Sharing Information. When you sign up or enroll for Checkout Everywhere, you understand that transaction information will be shared with Bolt and our service providers and partners to complete the transaction.  Bolt will process and maintain Personal Data, as defined below, consistent with Bolt’s Data Processing Addendum, hereby incorporated by reference.
2. Independent Controller. You acknowledge each of You and Bolt is an independent controller of Personal Data. For purposes of these Terms of Service, "Personal Data" means (i) any information that directly or indirectly identifies a natural person; or (ii) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person. For the avoidance of doubt, Personal Data includes names, email addresses, postal addresses, telephone numbers, government identification numbers, financial account numbers, payment card information, credit report information, biometric information, IP addresses, network and hardware identifiers, and geolocation information.

8. Usage Data

Bolt may collect and analyze data and other information relating to the provision, use and performance of the Checkout Everywhere and related systems and technologies therefrom (“Usage Data”) in order to improve and enhance Checkout Everywhere. Insights drawn from Usage Data may be disclosed to you and other users of Checkout Everywhere in connection with their respective use of Checkout Everywhere. For the avoidance of doubt, if Bolt discloses insights drawn from Usage Data, then all Usage Data in such disclosures will be anonymized and aggregated, will not identify you or your end users, and will not be disclosed in a manner that would permit a third party to determine you or your end user’ identity.

9. Intellectual Property Rights

Bolt retains all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Checkout Everywhere service and any documentation or derivative works thereof, subject only to the limited licenses set forth in these Terms of Service. For the avoidance of doubt,  You do not acquire any other rights, express or implied, in Checkout Everywhere or the associated documentation other than those rights expressly granted under these Terms of Service.

10. Confidentiality

You acknowledge and agree that any APIs, related information and documentation related to Checkout Everywhere are the confidential information of Bolt (the “Confidential Information”). You shall use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the disclosure or reproduction of the Confidential Information, except as authorized by Bolt in writing prior to such disclosure. Without limiting the generality of the foregoing, to the extent that these Terms of Service permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and You shall keep detailed records of the location of all Confidential Information. You will not disclose the Confidential Information to any third parties, or any employee or individual contractor otherwise permitted to use the Confidential Information that is not bound to You by confidentiality obligations no less restrictive than those set forth herein. You shall defend, indemnify and hold Bolt harmless from any losses arising out of a violation of this Section in accordance with the terms of these Terms of Service.

11. DISCLAIMER OF WARRANTIES; REMEDIES; INDEMNIFICATION.

1. Disclaimer of Warranties. TO THE MAXIMUM EVENT PERMITTED BY APPLICABLE LAW, BOLT PROVIDESE AND RELATED DOCUMENTATION “AS IS,” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, PRODUCTS AND DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, BOLT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
2. Limitation of Liability. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOLT’S ENTIRE LIABILITY TO YOU, ARISING FOR ANY REASON UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO CHECKOUT EVERYWHERE OR DOCUMENTATION, EXCEED THE LICENSE FEES PAID BY YOU TO BOLT UNDER THESE TERMS OF SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL BOLT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, ANY DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR ANY OTHER INDIRECT DAMAGES, EVEN IF BOLT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
3. Indemnification. You shall defend, indemnify and hold harmless Bolt and its affiliates, directors, owners, employees, agents, successors and assigns from any from any losses, liabilities, judgments, damages, claims, actions, proceedings, demands, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) arising from or related to (i) Your use of Checkout Everywhere or documentation not in accordance with their intended purpose or not in accordance with these Terms of Service; (ii) Your failure to comply with these Terms of Service; or (iii) Your violation of law, negligence, willful misconduct, or other acts or omissions related to or arising from these Terms of Service.

12. Termination

This Term of Services commence on the date listed in the Order Form and will continue for the period specified in the Order Form unless terminated earlier by either party giving thirty (30) days written notice. If  you violate any terms of this Terms of Service, your right to use the Checkout Everywhere may be immediately terminated. Bolt may also cease offering the Checkout Everywhere or your individual Checkout Everywhere service for any reason. Except as otherwise expressly provided herein, the terms of this Terms of Service will survive termination.

13. Payment

You will pay to Bolt the Fees in accordance with the fees set forth in the applicable Order Form(s). All Fees are charged at the time we process a transaction. Unless otherwise stated in each applicable Order Form, all fees will be charged in US dollars. All Fees and other amounts stated or referred to in this Terms of Service are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Bolt’s net income.

14. Miscellaneous

These Terms of Service and all related matters will be governed by the laws of the State of California excluding choice of law rules. Bolt and you hereby agree that any claims or other actions arising out of this Terms of Service will be litigated in the federal or state courts in San Francisco, CA, and each of us consents to this exclusive jurisdiction of those courts.  If any provision of these Terms of Service is held unenforceable, such provision will be enforced to the extent enforceable consistent with the parties’ intent, or, if incapable of any such enforcement, will be deemed severed, while the remainder of these Terms of Service will continue in full force and effect.  A party’s waiver of any breach hereunder will not constitute a waiver of any other or subsequent breach.You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law, change of ownership or otherwise, these Terms of Services or any rights or obligations under these Terms of Service Without the prior written consent of Bolt; provided however Bolt may assign these Terms of Services without your consent in connection with a sale of all or substantially all of its assets whether by merger, reorganization, change of control or otherwise. Each party may identify the other party as a customer including, but not limited to, use of the other party’s name and logo on its website, customer lists and similar marketing materials. Neither party may issue a press release relating to this Terms of Service without the other party’s prior written consent. You will make reasonable efforts to participate in a case study within ninety (90) days following the Checkout Everywhere services start date.