Canada Affirm Service Terms
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Last Updated: September 19, 2024
Capitalized terms used but not defined in the Affirm Service Terms are defined in the Order Form or Merchant Agreement.
1. Integration Overview. Affirm will: (a) provide Merchant with access to and use of certain integration resources and documentation through Affirm’s support pages located at https://docs.affirm.com/affirm-developers/docs/direct-overview and other pages on Affirm’s website (“Documentation”); and (b) upon Merchant’s reasonable request, code review related to the Integration to ensure that Merchant’s code is accurate and complies with Affirm’s technical and solution design. Merchant’s integration of the Services (the “Integration”) will be in accordance with the Documentation and Affirm’s instructions. Affirm will make public and private API keys for live and test transactions available to Merchant. Private API keys are Affirm’s Confidential Information and will be treated as such in accordance with the Agreement. Merchant will contact Affirm immediately if Merchant becomes aware of any unauthorized use of any of its private API keys. Affirm will have no liability for any Losses resulting from Merchant incorrectly integrating the Services or failing to comply with Affirm’s integration instructions or the Documentation. Affirm may, from time-to-time, at its sole discretion make changes to the Services (including by adding or removing functionality) and the Documentation. Affirm will not be required to perform software development or any other manual integration assistance in connection with such assistance.
2. License Grants.
2.1 API License. Upon the terms and subject to the conditions of the Agreement, Affirm hereby grants Merchant a limited, revocable, non-exclusive, non-transferable license to integrate and access the APIs, during the Term, for the sole purpose of providing and displaying the Services in the Territory and enabling Customers to access and use the Services in the Territory.
2.2 Open Source Software. The Services may include software subject to open source or free software licenses (“Open Source Software”). Affirm provides no, and expressly disclaims any and all, representations, warranties, and conditions concerning any Open Source Software. Nothing in the Agreement grants Merchant rights that supersede the terms and conditions of any applicable Open Source Software license.
2.3. Trademark License. Licensee will not directly or indirectly do anything which may jeopardize or adversely affect the distinctiveness or enforceability of,ownership of, or goodwill associated with the Marks. Neither Party will challenge the validity of the Marks unless a Mark is asserted against such Party. Licensee waives its rights pursuant to subsection 50(3) of the Trademarks Act, R.S.C. 1985 c. T-13, as amended, or any similar provision or law, to call on Licensor to take proceedings for infringement of the Licensor’s Marks and to institute proceedings in Licensee’s own name if Licensor refuses or neglects to do so.
3. Privacy; Data Processing and Security. Each Party will comply with the Data Processing Addendum located at: https://www.affirm.com/terms/merchant-policies/global-dpa.
4. Risk Evaluation. If Affirm has reasonable concerns about the eligibility of Merchant (or any third party that Merchant enables to offer the Services) to offer the Services in compliance with the Agreement, Merchant will reasonably cooperate with Affirm to allow Affirm to evaluate such party’s eligibility or compliance, which may include providing Affirm with information reasonably requested by Affirm (except, in each case, to the extent such party is a publicly traded company, in which case Affirm will access publicly available information). Any information provided pursuant to this Section that is Merchant Confidential Information will be treated as such in accordance with the Agreement.
5. Fraudulent Transactions.
5.1 The Parties will work together to prevent fraudulent Customer transactions and minimize the associated risk of loss.Merchant will designate an individual who will serve as the single point of contact for fraud matters related to the Services.
5.2 Except as otherwise stated in the Agreement, Affirm assumes the risk of loss resulting from fraud by Customers with respect to Successful Transactions. Merchant assumes the risk of loss resulting from fraud (a) caused by Merchant or Merchant’s employees, contractors, representatives, or agents, (b) if applicable, caused by Merchant’s third-party sellers selling goods and/or services through a Merchant Channel or such third-party sellers’ employees, contractors, representatives, or agents, and/or (c) in connection with a Customer changing information (including shipping information) previously communicated to Affirm in the checkout flow after Affirm has approved such Customer and prior to the order being submitted to Merchant in the checkout flow (an “Updated Checkout”), unless Merchant requests Affirm’s approval via email to internationalorderreview@affirm.com and Affirm provides prior written approval. Affirm may terminate the Agreement immediately for Merchant’s breach of the foregoing. After a Customer’s order is submitted to Merchant in the checkout flow, Merchant will notify Affirm of any shipping address changes by sending updated order information via the Update Transaction API (as described in the Documentation). In the event the Update Transaction API is not available, Merchant will use best efforts to identify suspicious shipping address changes and notify Affirm of such suspicious changes by email to Affirm at internationalorderreview@affirm.com.
5.3 If Affirm informs Merchant that a transaction is fraudulent or likely fraudulent before the sale is Captured (or, in the case of an electronically delivered Merchant Product, before any applicable regulatory void period has expired), and Merchant subsequently ships or provides (or, in the case of an electronically delivered Merchant Product, does not cancel) the applicable Merchant Product despite such information, Merchant will be liable for any loss resulting from such transaction. If Affirm discovers that a Successful Transaction is fraudulent after the applicable sale is Captured, but before the applicable Merchant Product is delivered or otherwise made available to Customer, and notifies Merchant (such notice, “Affirm Fraud Notice”), Merchant will use best efforts to communicate with the applicable third party to recall the shipment, or, as applicable for services or electronically delivered Merchant Product, cancel the provision of the applicable Merchant Product. Merchant will respond to the Affirm Fraud Notice within 24 hours and will include (a) the current status of the order; (b) what actions are being taken with respect to the fraudulent transaction; and (c) if the Merchant Product has already shipped, the tracking information, where applicable. Merchant will be liable for any loss resulting from such Successful Transaction if Merchant fails to respond to an Affirm Fraud Notice within such time period.
6. Prohibited Business Policy. Merchant will not allow the Services to be used in connection with any Prohibited Business. The categories of business and business practices described in the Prohibited Business Policy (each, a “Prohibited Business”) are located at: https://docs.affirm.com/affirm-developers/docs/compliance_and_guidelines. In addition, Merchant will not market or offer the Services, or allow the Services to be used, in connection with any Merchant Product that is subject to delayed fulfillment (e.g., preorders or backorders), unless Merchant clearly discloses on the product and checkout pages that such Merchant Product is subject to such delayed fulfillment. Merchant will not discuss Affirm or the Services with customers at any place other than Merchant’s usual place of business, where such prohibition includes, by way of example, discussions in such places as a Customer’s home, a consumer’s workplace, dormitory lounges, and facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds, and restaurants.
7. Exclusivity. Except for the Services,during the Term, Merchant will not integrate, market, offer, sell, or promote any financial products or services in the Territory that: (a) are similar to an Affirm Product, including any closed-end installment loan or payment deferral options; or (b) are open-ended credit programs. Merchant will not be prohibited under this Section from accepting generally accepted multi-purpose credit, charge cards, or debit or secured cards (e.g., MasterCard or Visa cards), provided that Merchant will not permit any such cards to (i) be co-branded, sponsored, or co-sponsored by Merchant, or (ii) bear Merchant Marks.
8. No Discrimination or Other Disparate Treatment. Merchant will not discriminate against or otherwise disadvantage (relative to Merchant’s transactions involving other methods of payment) its customers who use or desire to use the Services to purchase a Merchant Product, which discrimination or disadvantaging may include, but is not limited to, (a) imposing surcharges, fees, or other costs on such customers; (b) excluding such customers from receiving or participating in any discounts, rebates, savings, offers, incentives, loyalty program benefits, points, or rewards; and (c) acting in a manner that violates Applicable Law.
9. Payout and Payment Terms.
9.1 Transactions. “Successful Transaction” means a sale of a Merchant Product to a Customer using the Services that is Captured by Merchant. Notwithstanding anything to the contrary, Successful Transactions under this Agreement may occur via a direct API (“Direct”) Integration, a one-time use virtual card (“Virtual Card”), an Affirm branded card product) (such card and Virtual Cards together are referred to herein as a “Card”), or any combination thereof. For each Successful Transaction, Merchant will pay Fees provided herein, unless otherwise stated in the Agreement. A sale is “Captured” when (i) a Merchant has fulfilled the Authorized transaction by making the Merchant Product available to the Customer (except where Merchant has elected to automatically capture), or (ii) the Merchant fulfills each Merchant Product that is part of a single Authorized transaction by making such Merchant Product available to the Customer (which can occur at different points in time when fulfilling a transaction where Customer purchases more than one Merchant Product; i.e., there would be more than one Capture event for a single Authorized transaction).The definition of “Captured” related to Successful Transactions resulting from a Customer’s use of a Card may include sales for which a Customer authorize the projected gross transaction total. A sale is “Authorized” when the transaction is placed in a pending state and is available to be Captured by Merchant. In accordance with Applicable Law, Merchant is solely responsible for determining the gross transaction amount payable by Customers (inclusive of any applicable Taxes or other fees).
9.2 Payouts. Affirm, its Affiliate, or its bank partner(s) will disburse to Merchant amounts equal to the total amount of Successful Transactions not already disbursed to Merchant less, as applicable, any Payable Amounts (each, a “Payout”). Based on Merchant’s account history and/or Affirm’s periodic risk evaluation, Affirm may, in its sole and reasonable discretion, limit the Payout in whole or in part to Merchant during a certain time period. Payouts will be disbursed to Merchant’s Bank Account, or, at Merchant’s direction, in whole or in part, directly into a deposit account for the benefit of Merchant. Following disbursement of a Payout in accordance with the above, Affirm will not be liable to Merchant for Merchant’s receipt of such Payout.
9.3 Bank Account. Merchant will establish and maintain one or more Canadian depository account(s) in good standing (each, a “Bank Account”), which may be verified by Affirm from time to time. Merchant will notify Affirm in writing at least five business days prior to any change of a Bank Account. Merchant authorizes Affirm, its Affiliates, or its bank partner(s), and will ensure that Affirm, its Affiliates, and/or its bank partner(s) are authorized by the bank holder of the applicable Bank Account, to debit the applicable Bank Account for Payable Amounts. Merchant will provide Affirm with any necessary documentation related to Affirm’s, its Affiliates’, or its bank partners’ authorization to debit the applicable Bank Account, including a Pre-Authorized Debit Agreement. Affirm may suspend the Services in the event that Affirm, its Affiliates or its bank partner(s), as applicable, is unable to debit or disburse Payouts to the Bank Account.
9.4 Payable Amounts. “Payable Amount” means amount payable by Merchant to Affirm pursuant to this Agreement, including but not limited to: (a) accrued but unpaid Fees, which are due immediately upon a Successful Transaction; (b) amounts relating to unresolved Customer Disputes; and (c) undisputed amounts owed by Merchant to Affirm, which may include amounts resulting from Customer refunds. Affirm will collect Payable Amounts by one or more of (i) netting out of Payouts, in accordance with the terms herein; (ii) debiting from a Bank Account, in accordance with the terms herein; or (iii) invoicing Merchant, which invoices will be paid by Merchant no later than 30 days after Merchant’s receipt thereof.
9.5 Card Transactions. Successful Transactions resulting from a Customer’s use of a Card will be processed pursuant to the terms and conditions of the applicable payment network (e.g., Visa) and the terms and conditions of any applicable agreement between Merchant and its acquiring bank. Merchant will be responsible for any interchange or similar processing fees charged by the applicable payment network related to the use of commercial credit or debit products in connection with the Services. With respect to Successful Transactions via a Card, Payable Amount will include the full amount of all Captured sales that (a) are forced by Merchant (i.e., funds that bypass the authorization process through manual entering of a previously obtained authorization code); or (b) exceed the applicable loan amount authorized by Affirm.
9.6 Upfront Payment. A Customer may make a one-time partial (“Down Payment”) or complete payment (“Complete Payment”) (collectively, an “Upfront Payment”), of the applicable purchase price when using an Affirm Product in connection with a Successful Transaction. Affirm’s obligation to transmit an Upfront Payment to Merchant is subject to and conditioned upon successful receipt of the associated Upfront Payment from Customer. In connection with a Complete Payment, Merchant will pay Affirm the lowest Fees set forth in the Agreement, unless otherwise expressly stated in the Order Form.
9.7 Returned Products; Refunds; Quebec Rescission.
(a) Returned Products; Refunds. Merchant will maintain and comply with its refund and return policy, which must be clearly and conspicuously displayed on Merchant Sites or otherwise easily accessible by Customers prior to each Customer’s completion of checkout. In the event that a Merchant Product is returned to Merchant by a Customer following a Successful Transaction, Merchant will (a) accept the return only if it is compliant with Merchant’s return policy, as set forth in the applicable Merchant Policy; (b) issue a full or partial refund and not store credit; and (c) promptly process such refund and immediately refund appropriate amounts to Affirm so that Affirm may credit the Customer’s outstanding balance accordingly. In the case of partial refunds, Merchant will determine the amount of such refund, in its sole discretion, and will be solely liable for any Merchant Customer Dispute relating thereto. Neither Merchant nor Customer may use the Services to pay for any fees, including restocking fees, charged by Merchant in connection with the return of a Merchant Product.
(b) Quebec Rescission. In the event that, after receiving a copy of the loan agreement between Affirm and Customer, a Customer residing in Quebec contacts Affirm to exercise his or her right to cancel within the time permitted under applicable Quebec law following a Successful Transaction (“Quebec Rescission”) and the Merchant Product has been shipped by Merchant, Affirm will be responsible for sending the Customer a communication confirming the cancellation of the transaction and advising the Customer that, while no interest or other amounts are due under the loan agreement as a result of the Quebec Rescission, in order to effectuate the Quebec Rescission, such Customer must either (x) repay the principal amount of the applicable loan amount directly to Affirm or (y) return the applicable Merchant Product to Merchant in accordance with the Merchant Policies. In the event the Customer elects to effectuate the Quebec Rescission by returning the Merchant Product to Merchant, (1) Affirm will notify Merchant that the Customer has made such an election and (iii) upon notice from Merchant to Affirm that the applicable Customer has successfully returned the Merchant Product to Merchant, Affirm will, (A) reduce the principal amount of the applicable loan of the Customer to zero, (B) reduce or set off the amount of any proceeds it paid to Merchant under the canceled loan (including, for the avoidance of doubt, any amounts originally paid by the Customer to Affirm as a Down Payment) from the next-occurring Payout, and (C) if any Down Payment was paid by the Customer, Affirm will promptly refund the same amount to the payment instrument used by the Customer to make the Down Payment. In the event the Customer elects to repay the principal amount of the applicable loan directly to Affirm, then upon receipt of such payment Affirm will (AA) reduce the principal amount of the applicable loan of the Customer to zero, and (BB) if any Partial Payment was paid by the Customer, promptly refund the same amount to the payment instrument used by the Customer to make the Down Payment.
9.8 Past Due Amounts. Any Payable Amount that Affirm is unable to collect or Merchant otherwise fails to pay in accordance with this Agreement will be considered past due (collectively, “Past Due Amounts”). For each month where Merchant has Past Due Amounts, Merchant will incur an interest charge on the aggregate outstanding Past Due Amounts for such month equal to the lesser of (a) an annualized rate of 1.50% (equal to 18% per annum), or (b) the maximum amount permitted by Applicable Law.
9.9 Right to Revise Fees. Notwithstanding anything to the contrary in the Agreement, Affirm may revise the Fees, any financing program, and/or any other amounts due to Affirm under this Agreement, effective upon written notice (email sufficient) to Merchant by Affirm.
9.10 Errors. To the extent (a) a sale or a loan related to the Agreement is Captured, canceled, or voided by Merchant, directly or indirectly, whether by error or omission or (b) Merchant uses a payment processor or other similar provider and a sale or a loan related to the Agreement is Captured, canceled or voided by such provider, directly or indirectly, whether by error or omission (each, a “Transaction Error”), the Parties will work together to resolve such Transaction Error. Affirm will have no liability with respect to any Transaction Error related thereto, and Affirm may, in its sole discretion, withhold Payouts or invoice Merchant for any amounts related to such Transaction Error.
10. Currency. Unless otherwise specified in the Agreement, all references to currency, monetary values and dollars set forth herein will mean Canadian dollars (CAD) and all payments hereunder will be made in CAD.
11. Scheduled Maintenance. Affirm may apply upgrades, patches, bug fixes, or other maintenance to the Services (“Maintenance”), and Merchant will comply with any Maintenance requirements provided by Affirm. Merchant will promptly notify Affirm of, and assist Affirm in diagnosing, any failure or other impediment to Merchant’s use of the Services.
12. Capacity Planning Notification. Merchant will notify Affirm as early as reasonably possible of any anticipated substantial increase in Merchant’s or Merchant’s customers’ use of the Services and will provide estimates of anticipated demand upon Affirm’s request. Upon further request by Affirm, Merchant will promptly provide Affirm with aggregated and anonymized data regarding past and anticipated volume through the Services, including pageview volumes for webpages that host Affirm promotional messaging, overall transaction volumes, and Affirm transaction volumes (including average daily transaction volumes, daily impression volume peaks, and hourly impression volume peaks), as applicable. All information provided by Merchant pursuant to this Section will be considered Merchant Confidential Information. Merchant will not use the Services for high-frequency internal Merchant testing or load testing.
13. Liens Imposed on Merchant. In the event that any encumbrance, debt, mortgage, attachment, pledge, charge, claim, lien, or other security interest, including any filing authorized by Merchant of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction (each, a “Lien”) is created, incurred, assumed, or otherwise suffered to exist upon any Merchant Product, including inventory, assets, or any other property of Merchant, that is the subject of a Successful Transaction, (a) Merchant will promptly notify Affirm in writing of any such Lien, and (b) upon becoming aware of such Lien, either through notice by Merchant or by other means, Affirm may immediately suspend or terminate the Services, terminate all or part of the Agreement, or exercise any other rights and remedies available under the Agreement, at law or in equity.
14. Customer Dispute Resolution Procedures. Unless required differently by Applicable Law, all disputes, inquiries, or complaints by a Customer related to Merchant Products or business (each, a “Merchant Customer Dispute”) will be first directed to Merchant for Merchant to resolve in accordance with applicable Merchant Policy. Merchant will work in good faith to resolve each Merchant Customer Dispute in a timely manner. If Merchant is unable to resolve a Merchant Customer Dispute, Affirm will reasonably assist in facilitating resolution of the Merchant Customer Dispute in accordance with its customer dispute resolution procedures located at: https://docs.affirm.com/affirm-developers/docs/dispute-resolutions (the “CDRPs”), provided that to the extent that a Merchant Customer Dispute is related to a Successful Transaction resulting from a Customer’s use of a Card, resolution of such Merchant Customer Dispute will comply with the rules of the applicable card network. In accordance with the foregoing, Merchant will comply with Affirm’s reasonable requests, including providing Affirm with supporting documentation to resolve the Merchant Customer Dispute. Merchant will direct any disputes, inquiries, or complaints by a Customer related to the Services or business (each, an "Affirm Customer Dispute") directly to Affirm for resolution.
15. Tax Matters.
15.1 Affirm may charge, collect, deduct or withhold any applicable federal, provincial or local sales or use taxes (individually, a "Tax" or collectively, "Taxes") that Affirm may be legally obligated to charge, collect, deduct or withhold from any amounts payable to Merchant under the Agreement, and any payment reduced by such Taxes will constitute full payment and settlement of amounts payable to Merchant under the Agreement. If Affirm is unable to validate any Tax-related identification information Merchant has provided to Affirm, Affirm may in its sole discretion deduct such Taxes from amounts otherwise owed to Merchant and pay them to the appropriate Tax authority. If Merchant is exempt from payment of any such Taxes, Merchant must provide Affirm with an original certificate that satisfies Applicable Law requirements attesting to Merchant's Tax-exempt status. Upon Affirm's reasonable request, Merchant must provide Affirm with any Tax information, forms, documents, invoices, or certificates as may be required to satisfy any Tax obligations of Affirm with respect to any transactions or payments under the Agreement.
15.2 Merchant will be solely responsible, as required under Applicable Law, for identifying and paying all Taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on Merchant with respect to or in connection with Merchant's use of the Services. Merchant will have sole responsibility and liability for: (a) determining what, if any, Taxes apply to the sale of Merchant Products or any payments Merchant makes or receives in connection with Merchant's use of the Services; and (b) assessing, charging, collecting, reporting, and remitting Taxes for Merchant's business to the appropriate Tax and revenue authorities.
15.3 Pursuant to Applicable Law, Affirm may be required to file periodic informational returns with Tax authorities in relation to Merchant's use of the Services. Affirm is not responsible for any Tax filings of Merchant that are made in reliance upon any information that is provided by Merchant to Affirm.
15.4 Any payments made by Affirm to Merchant pursuant to the terms of the Agreement are inclusive of any Taxes.
16. Sanctions Screen. To the extent that a Merchant enables a third party to offer the Services (e.g., a marketplace, franchise or platform), Merchant will establish, maintain, and comply with a comprehensive sanctions program (“Merchant Sanctions Program”) that meets the minimum requirements under Applicable Law. Upon request, Merchant will make commercially reasonable efforts to rectify any gaps identified by Affirm regarding Merchant Sanctions Program to the extent required to meet Applicable Law.
17. Dispute Resolution.
17.1 Arbitration. This Section does not apply if Merchant is a sole proprietor in Quebec. Any Dispute will be determined by final and binding arbitration according to the ADR Institute of Canada Inc.’s rules and procedures (“ADRIC Rules”) in effect at the time the arbitration is commenced. For Disputes with amounts claimed less than or equal to $250,000, the arbitration will be conducted using the Simplified Arbitration Procedure set out in the ADRIC Rules. The arbitration will be conducted before a single neutral arbitrator and there will be no appeal from the arbitrator’s final award. The seat of arbitration will be Toronto, Ontario. Judgment on the award may be entered in any court of competent jurisdiction located in the Province of Ontario situated in the City of Toronto. This clause will not preclude either Party from seeking interim or provisional remedies from a court of appropriate jurisdiction. In all arbitrations, each Party will bear the expense of its own counsel, experts, witnesses, administrative fees and expenses, and preparation and presentation of evidence at the arbitration. Any costs or fees of the arbitrator, ADRIC or use of arbitration facilities will be shared equally by the Parties. Arbitration proceedings and information related to them will be deemed and maintained as Confidential Information of each Party, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless agreed otherwise or such information was already in the public domain or was independently obtained. Merchant and Affirm, and all witnesses, advisors, and arbitrators will share such information only as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by Applicable Law.
17.2 Governing Law.
(a) The Agreement and performance under the Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein notwithstanding any conflict of law rules. To the fullest extent permitted by Applicable Law, any dispute, claim, or controversy arising out of or relating to the Agreement, including but not limited to the breach, termination, enforcement, interpretation, or validity thereof, including whether any claim is arbitrable, (“Dispute”), whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Agreement or any of the transactions contemplated between the Parties.
(b) Sole Proprietors in Quebec. Notwithstanding the foregoing, for sole proprietors in Quebec, the Agreement and performance under the Agreement will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein notwithstanding any conflict of law rules.
18. Notices, Acceptances and Approvals. All notices, acceptances, approvals, and other communications provided pursuant to the Merchant Agreement will be in writing, which may be provided electronically, and deemed duly given in accordance with the Merchant Agreement. Any electronic mail sent to Affirm will be sent to: legalnotices@affirm.com.
19. Survival. In addition to the termination rights in the Merchant Agreement, Sections 2 (License Grants), 3 (Privacy; Data Processing and Security), 14 (Customer Dispute Resolution Procedures), 15 (Tax Matters), 17 (Dispute Resolution) and 18 (Notices, Acceptances and Approvals) herein, as well as any other provision of the Agreement that contemplates performance or compliance subsequent to termination or expiration of the Agreement, will survive termination of the Agreement.
20. Products.
20.1 Installments. Affirm offers closed-end installment loans for customers to finance the purchase of Merchant Products at 0% APR, or such other interest rate as determined by Applicable Law or Affirm underwriting guidelines, with various loan terms (the “Installments Product”). For clarity, specific “Pay in [number]” products may be repaid by a Customer in that number or fewer installments. Notwithstanding anything to the contrary, Affirm may offer a Customer a lower APR than is otherwise included in the Agreement for an Affirm Product with no change to the Fees applicable to such Successful Transaction. Installment Products are originated by an Affirm Affiliate or one of its bank partners.
20.2 Additional Terms. As between the Parties, Customer underwriting, credit decisioning, Customer APR, loan amounts, term lengths and cart ranges will be determined by Affirm in its sole discretion. Affirm, in its sole discretion, may deprecate, replace, or rebrand any part of the Services under the Agreement. “Territory” means any Canadian province, jurisdiction, or territory authorized by Affirm in its sole discretion.
21. Merchant Personnel. “Merchant Personnel” means Merchant’s or third party employees, personnel, contractors, representatives or agents who perform In-Store Activities and/or Telesales Activities, as applicable. To the extent Merchant’s use of the In-Store Channel is approved by Affirm, Affirm authorizes Merchant Personnel to market and offer the Services to customers by performing in-store activities that facilitate customers’ use of Affirm Products to purchase Merchant Products (the “In-Store Activities”). To the extent the Telesales Channel is approved by Affirm, Affirm authorizes Merchant Personnel to market and offer the Services to customers by telephone to facilitate customers’ use of Affirm Products to purchase Merchant Products (“Telesales Activities”). Merchant Personnel are not employees of Affirm or any of Affirm’s Affiliates, and neither Affirm nor any of its Affiliates will be liable to Merchant Personnel for any claims or causes of action arising out of, or related to, their performance of the In-Store Activities and/or Telesales Activities, as applicable, even if subsequently deemed to be an employee of Affirm under the Agreement. Merchant will be solely responsible for resolving all employment-related matters related to and claims made by Merchant Personnel, including matters involving benefits, immigration, misclassification or compensation. Upon Affirm’s request, Merchant will remove a Merchant Personnel individual from performing the In-Store Activities and/or Telesales Activities, as applicable as soon as practicable. Affirm may immediately suspend Merchant’s authorization to perform In-Store Activities and/or Telesales Activities, as applicable, if Affirm, in its sole discretion, deems one or more Merchant Personnel individuals to be a security risk with respect to the Services or Affirm’s business operations.
22. Training. To the extent Merchant’s use of the In-Store Channel and/or the Telesales Channel is approved by Affirm, Affirm will provide Merchant with appropriate training materials and instructions for the purpose of promoting the Services through In-Store Activities and/or Telesales Activities, as applicable (collectively, “Training Materials”). Merchant will ensure Merchant Personnel comply with all Training Materials and instructions provided by Affirm and will not make any statements, commitments, representations or warranties with respect to Affirm or the Services, except as expressly authorized in advance and in writing by Affirm, which authorization may be in the Training Materials. The Parties will identify and agree upon the means of training Merchant Personnel. Merchant will be solely responsible for ensuring that its Merchant Personnel (a) complete all required training prior to performing In-Store Activities and/or Telesales Activities, as applicable, and (b) comply with the instructions and Training Materials provided by Affirm. Merchant will, upon Affirm’s request, certify to Affirm that all applicable Merchant Personnel have completed Affirm’s required training.
23. Data Sharing / Performance. To the extent Merchant’s use of the In-Store Channel and/or the Telesales Channel is approved by Affirm, each month during the Term, or as otherwise agreed upon in writing by the Parties, Merchant will provide Affirm a report of the transactional data resulting from the In-Store Activities and/or Telesales Activities, as applicable, during the previous month, which data will include SKU level transaction data for Affirm transactions, category data of Affirm transactions, percent of total transactions that are Successful Transactions (i.e., Affirm’s share of cart data) and other data reasonably requested by Affirm.
24. Compliance with Telemarketing and Canadian Anti-Spam Legislation. To the extent Merchant’s use of the In-Store Channel and/or the Telesales Channel is approved by Affirm, Merchant will comply with any rules relating to telemarketing and Canadian anti-spam legislation. Merchant permits Affirm, upon Affirm’s request, to review any consumer consents and scripts at any time related to its telephonic activities with customers or Customers in connection with the Services.
25. French Language. Merchant acknowledges that a French version of this document is available to Merchant. The Parties expressly agree that the Merchant Agreement, these Service Terms, and all other documents associated with the Merchant Agreement (including all communications between the Parties) will be drafted in English. Le Marchand reconnaît qu’une version française du présent document est mise à sa disposition. Les Parties conviennent expressément que le Contrat du Marchand, les présentes Conditions d’utilisation des services et tous les autres documents liés au Contrat du Marchand (y compris toutes les communications entre les Parties) seront rédigés en anglais.
26. Amendments Solely with Respect to Sole Proprietors Residing in Quebec. Notwithstanding any section of the Agreement that refers to Affirm’s right to modify the Agreement, for sole proprietors residing in Quebec, Affirm reserves the right to (but does not have the obligation to) modify the Agreement including but not limited to changes in connection with the Services, Fees or payout procedures, Affirm’s responsibilities or obligations under the Agreement, Merchant’s responsibilities under the Agreement, disclaimers, limitation of liability, indemnification, updates to the Prohibited Business Policy and Territories, taxes, notice procedures, fraud risk allocation and notification, and types of products offered and their corresponding provisions, policy terms in connection with an assignment pursuant to the Merchant Agreement hereof or any other change required by Applicable Law) (collectively, "Changes") every other month. Prior to making any material Changes to the Agreement (materiality to be determined by Affirm), Affirm will provide 30 days prior written notice to Merchant (the “Notice Period”) and an opportunity to terminate the Agreement within the Notice Period without penalty should Merchant object to the Changes to the Agreement. Any notices to Affirm must be sent to t b legalnotices@affirm.com within the Notice Period. If Merchant does not notify Affirm within the Notice Period, the applicable Changes will take effect on the date indicated in the notice. In that case, Merchant will be deemed to agree to the Changes which will apply to all access to and use of the Services thereafter and will become part of the Agreement.
