Please read these Kajabi Payments Terms of Service (the “Kajabi Payments Terms”) carefully. By accessing or using Kajabi Payments (defined below) or signing up for an account, you agree that you have reviewed and understood, and, as a condition of your access to, or use, of Kajabi Payments, you agree to be bound by these Kajabi Payments Terms, which are a legal agreement between you and Kajabi Financial, LLC, organized under the laws of Delaware with offices at 17100 Laguna Canyon Rd #100, Irvine, CA 92618 (“Kajabi Financial”, “we”, “us”, or “our”).
THESE KAJABI PAYMENTS TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND KAJABI FINANCIAL AGREE THAT ALL DISPUTES RELATING TO THESE KAJABI PAYMENTS TERMS OR YOUR USE OF KAJABI FINANCIAL’S PRODUCTS AND SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Kajabi Payments Terms of Service
We want to thank you for using Kajabi Payments. Our customers are the most important aspect of our business and we appreciate you looking to Kajabi Financial to further your business. Kajabi Financial offers our customers a payments service that allows our customers to accept and manage payment transactions (“Kajabi Payments”) through a payment processor (the “Processor”).
These Kajabi Payments Terms constitute a legal agreement between you (if you are a sole proprietorship) or your business (if you are signing on behalf of a corporation, limited liability company, or other legal entity) (the “Hero”, “you”, or “your”) and Kajabi Financial under which Kajabi Financial provides Kajabi Payments to you. You may register for Kajabi Payments as an individual (sole proprietor) or as a corporation, limited liability company, or other legal entity. If you register as a corporation, limited liability company, or other legal entity, you represent and warrant that you are authorized to act on behalf of such entity, have the authority to bind the entity to these Kajabi Payments Terms, and agree to the Kajabi Payments Terms on behalf of such entity. You understand that by registering for a Kajabi Payments Account (defined below), you are also registering for a Processor Account (defined below) under the Processor Terms (defined below) and that you are simultaneously providing your information to Kajabi Financial to open a Kajabi Payments Account, and to the Processor to establish your Processor Account.
Under the separate Kajabi Platform Terms of Service (the “Kajabi Platform Terms”), Kajabi, LLC, organized under the laws of California with offices at 17100 Laguna Canyon Rd #100, Irvine, CA 92618 (“Kajabi”) provides you with products, services, and tools that together constitute a platform for you to create, market, maintain, and host your digital business (collectively, the “Kajabi Platform Services”). The Kajabi Platform Terms, which may be updated by Kajabi from time to time, are incorporated herein by reference, and by accepting these Kajabi Payment Terms you are also accepting the Kajabi Platform Terms. In the event of a conflict between these Kajabi Payment Terms and the Kajabi Platform Terms, the Kajabi Platform Terms will control each party’s rights and obligations related to the Kajabi Platform Services and these Kajabi Payments Terms will control each party’s rights and obligations related to Kajabi Payments. In cases where these Kajabi Payments Terms do not address specific provisions included in the Kajabi Platform Terms, the Kajabi Platform Terms will apply. Capitalized terms used and not otherwise defined in these Kajabi Payments Terms have the meanings given to those terms in our Kajabi Platform Terms. These Kajabi Payments Terms, the Kajabi Platform Terms, and all other policies included in the Legal and Policy Center are collectively referred to as these “Terms.”
When you register for or subscribe to Kajabi Payments, or otherwise use or access Kajabi Payments, you agree to be bound by these Terms and applicable laws, rules, and regulations. You may be asked to click to accept these Terms at the appropriate place before registering for or subscribing to Kajabi Payments. At such time, if you do not click to accept, you may not be able to access Kajabi Payments. If you do not agree to these Terms, you may not use or access Kajabi Payments in any way.
1. The Kajabi Payments Service.
1.1. Kajabi & Kajabi Financial’s Role. Under the Kajabi Platform Terms, Kajabi provides you with the Kajabi Platform Services. To utilize Kajabi Payments in connection with the Kajabi Platform Services, you hereby appoint Kajabi Financial as your agent to deliver information and instructions on your behalf to the Processor.
Neither Kajabi nor Kajabi Financial is an educational institution, content provider, bank, payment institution, money transmitter, or money services business. Kajabi is the supplier of the Kajabi Platform Services supplied under the Kajabi Platform Terms, and Kajabi Financial is the supplier of Kajabi Payments under these Kajabi Payments Terms. None of Kajabi’s or Kajabi Financial’s Heroes, users, entrepreneurs, customers, or partners are Kajabi’s or Kajabi Financial’s employees. Neither Kajabi nor Kajabi Financial is responsible for any interactions between you and your customers, students, subscribers, or users (collectively, “Customers”). Neither Kajabi nor Kajabi Financial is in any way liable for any disputes, claims, losses, injuries, damages, or liabilities of any kind that may arise out of your relationship with your Customers, including any Customer’s reliance upon any information, content, representation, warranty, promise, or agreement that you provide.
1.2. The Processor’s Role. The “Processor” is Stripe, Inc., organized under the laws of Delaware, which is a technical services provider and may offer its services as an agent of one or more financial institutions (each, a “Financial Services Provider”). The processing and settlement of Transactions (defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Stripe Payment Terms (collectively, the “Processor Terms”). By using Kajabi Payments or accepting these Kajabi Payments Terms, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.
Neither Kajabi nor Kajabi Financial is a party to the Processor Terms nor liable to you in respect thereof. By accepting these Kajabi Payments Terms and the Processor Terms, you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor at any time at our sole discretion. In the event of any inconsistency between these Kajabi Payments Terms and the Processor Terms, these Kajabi Payments Terms shall prevail, except in the event of any inconsistency between the Kajabi Payments Terms and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
The Processor’s role is to (i) accept and process credit card, debit card, and other types of payments (collectively “Payment Methods”) for sales of your products, offers, or services through internet-based transactions (“Transactions”), and (ii) settle funds related to Transactions. Neither Kajabi nor Kajabi Financial receives or settles funds in connection with Transactions.
1.3. Your Role. To utilize Kajabi Payments, you must: (i) be located in the United States; (ii) have an active license to the Kajabi Platform Services under the Kajabi Platform Terms; and (iii) enable multi-factor authentication for all of your Authorized Users (defined below) for the duration of your usage of Kajabi Payments.
In addition, you must obtain your Customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc., and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
1.4. Your Kajabi Payments License. Kajabi hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use Kajabi Payments (the “License”). The License shall be for the term of these Kajabi Payments Terms only. Neither the License nor any other provision hereof shall grant any rights in Kajabi Payments, the Kajabi Platform Services, or other intellectual property or proprietary rights, including, without limitation, any right to use Kajabi’s trademarks or other brand elements, except for the License. We or our licensors own all right, title, and interest in and to Kajabi Payments, and all related technology and intellectual property rights.
You shall not: (i) permit any third party (except an Authorized User) to access or use Kajabi Payments or your Kajabi Payments Account, or carry out Transactions; (ii) create derivative works based on Kajabi Payments; (iii) copy, frame or mirror any part of the content of Kajabi Payments, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of Kajabi Payments; or, (v) access Kajabi Payments to build a competitive product or service.
You may permit your employees or independent contractors acting on your behalf and at your direction (each, an “Authorized User”) to access or use your Kajabi Payments Account and Kajabi Payments, provided their use is for your benefit only and remains in compliance with these Terms. You will be responsible and liable for all Authorized Users’ access and use and their compliance with these Terms. In addition, you will be responsible and liable for all access and use of your Kajabi Payments Account and Kajabi Payments whether or not you authorized such activity.
1.5. Payment Methods. Kajabi Payments supports certain Payment Methods. You assume sole and exclusive responsibility for your use of Kajabi Payments. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of Customers and the eligibility of a presented Payment Method used to purchase your products, offers, and services, and neither Kajabi nor Kajabi Financial guarantees or assumes any liability for any Transactions that may later be reversed, or charged back (see Section 7.1). You are solely responsible for all reversed or charged back Transactions regardless of the reason for, or timing of the reversal or chargeback. Kajabi Financial and/or the Processor may add or remove one or more types of Payment Networks or Payment Methods, in their sole discretion, at any time, without prior notice to you.
1.6. Support Services. Kajabi Financial will use its commercially reasonable efforts to help resolve issues relating to Kajabi Payments. The Processor retains sole and exclusive responsibility for the Payment Processing of Transactions, including the settlement of funds, but Kajabi Financial will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing any customer service and support to your Customers for all issues related to your products, offers, and services, including, but not limited to, issues arising from the processing of Payment Methods through Kajabi Payments.
1.7. Taxes. You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your products, offers, and services and/or the payments you receive in connection with your use of Kajabi Payments ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in your Customers’ jurisdictions, your jurisdiction, or elsewhere. Neither Kajabi nor Kajabi Financial is obligated to, nor will Kajabi or Kajabi Financial, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Kajabi Financial and Kajabi retain the right, but not the obligation, in their respective sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Kajabi and/or Kajabi Financial deems such reporting necessary. You hereby indemnify and hold Kajabi and Kajabi Financial harmless from and against all liability related to Taxes and filings made by Kajabi and/or Kajabi Financial in respect thereof.
You agree to receive all federal and state tax statements in an electronic format and acknowledge that paper tax statements will not be provided. We will notify you when an electronic statement is available by posting a notice on the dashboard of your Kajabi Payments Account (“Kajabi Dashboard”) or emailing it to the email address listed in your Kajabi Payments Account.
In the event you withdraw consent with the Kajabi Platform Terms and/or these Kajabi Payments Terms, you will receive all electronic tax-related statements for the duration of time the agreement was authorized.
1.8. Your Customers. If prohibited by law, you will not impose any fee or surcharge on a Customer that seeks to use an eligible Payment Method. You will provide an informational slip or receipt to your Customer after the Transaction that includes all information required under Payment Network Rules and applicable law.
2. Your Kajabi Payments Account.
2.1. Registration. Kajabi Payments is only available to persons in the United States that operate a business selling products, offers, and services. You may not use Kajabi Payments for non-commercial, personal, family, or household purposes. To use Kajabi Payments for your business, you are required to register for a Kajabi Payments Account. When you register for a Kajabi Payments Account, we will collect information such as your name, your business or trade name (if you are not a sole proprietor), your address, email, phone number, business identification or registration number, and certain other information that we may require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners or principals (if applicable).
2.2. Company Descriptions and Site URL. As part of your registration, you must provide your business's legal name or a "doing business as (dba) name") (e.g. Carrots, LLC d/b/a Caring for Carrots) and a billing descriptor. Your business name and billing description will appear on your Customer’s credit or debit card statements, so these should identify your business to Customers. You hereby agree to indemnify us from any costs, liabilities, losses, or expenses from disputes due to your failure to identify your business name and/or billing descriptor.
2.3. Verification and Underwriting. To verify your identity and business or assess business risk, we may request the following items:
- your date of birth;
- your driver’s license or other government-issued identification;
- your tax identification number;
- your address and the address of every beneficial owner and/or control person of your business;
- your business’s registration number;
- your business’ EIN or other tax identification number;
- your business’ financial statements;
- your business’ sales invoices or receipts;
- your business’ license;
- any other personal or business books and records that pertain to your compliance with the Kajabi Payments Terms;
- your and your business’ social media handles; and
- any other information that Kajabi Financial deems necessary (in its sole discretion) to verify your identity and business, and assess business risk.
You must promptly comply with these requests within five (5) days. Any failure to comply may result in the suspension or termination of your Kajabi Payments Account and/or the Processor Account. We reserve the right to hold funds in your Kajabi Payments Account while awaiting the information requested above. Kajabi may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).
After we have collected and verified all your information, we will review your account and determine if you are eligible to use Kajabi Payments (which will be determined at Kajabi Financial’s sole discretion). We will notify you once your Kajabi Payments Account has been either approved or deemed ineligible for use of Kajabi Payments.
You authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. In addition, you authorize us to contact your Customers at any time to verify Transactions and mitigate or address potential fraud and disputes.
We may periodically update any of this information to determine whether you continue to meet the eligibility requirements for a Kajabi Payments Account.
You agree that Kajabi Financial is permitted to contact and share information about you and your application (including whether you are approved or declined), your Kajabi Payments Account, and the Processor Account with the Processor and other third parties to provide Kajabi Payments. This includes sharing information: (i) about Transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of Kajabi Payments; (iii) to create and update our and their customer records about you, and to assist us and them in better serving you; and (iv) to conduct our and their risk management process.
2.4. Designated Country. In registering for a Kajabi Payments Account, you are obliged to identify the location from where you are operating the business that will use Kajabi Payments in the United States. By registering for a Kajabi Payments Account, you are confirming that you are either a legal resident of the United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in the United States. Kajabi Payments and Kajabi Payments Account may only be used in the United States. By accepting the Kajabi Payments Terms, you confirm that you will satisfy these requirements.
2.5. Prohibited Businesses. You must comply with Kajabi’s Acceptable Use Policy at all times. In addition, you may not use Kajabi Payments for the following categories of businesses and business practices (“Prohibited Businesses”). The following list is not exhaustive and may be updated by us at any time at our sole discretion.
- Adult Content & Services - Pornography and other obscene materials depicting nudity or explicit sexual acts; sites offering any sexually-related services such as prostitution, escorts, pay-per-view, adult live chat features; sexually oriented items (e.g., adult toys); adult video stores and sexually oriented massage parlors; gentleman’s clubs, topless bars, and strip clubs; sexually oriented dating services
- Aggregation - Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds; payment facilitation
- Counterfeit or Unauthorized Goods - Counterfeit goods; unauthorized sale or resale of a brand name or designer products or services; any sale of goods or services that are illegally imported or exported
- Credit & Investment Services - Securities; debt reduction services; credit counseling or repair; investment services; real estate opportunities; lending instruments
- Drug Paraphernalia - Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
- Gambling - Lotteries; bidding fee auctions; sports forecasting or odds making for a monetary or material prize; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance including legal or illegal forms of gambling, internet gambling, sweepstakes and contests with a buy-in or cash prize; charity sweepstakes and raffles for the explicit purpose of fundraising
- High-Risk Businesses - Remote technical support; essay mills; chain letters; door-to-door sales; medical benefit packages; telemedicine and telehealth services; travel reservation services and clubs; airlines; cruises; timeshares; circumvention, jamming, and interference devices; prepaid phone cards, phone services; telemarketing, offering substantial rebates or special incentives as an inducement to purchase products, offers, or services; telecommunications manipulation equipment; forwarding brokers; negative response marketing; subscriptions over one year; extended warranties; government grants; embassy, foreign consulate, or other foreign governments; charities without proper registration; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
- Intellectual Property or Proprietary Rights Infringement - Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Kajabi intellectual property without express consent from Kajabi; use of the Kajabi name or logo, including use of Kajabi trade or service marks without express consent from Kajabi, or in a manner that otherwise harms Kajabi or the Kajabi brand; any action that implies an untrue endorsement by or affiliation with Kajabi
- Legal & Money Services - Financial institutions, money transmitters, and money services businesses, check cashing, wire transfers, money orders; currency exchanges or dealers; bill-pay services; crowdfunding; insurance; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use the Processor to hold client funds, collection or settlement amounts, disputed funds, etc.)
- Multi-Level Marketing - Pyramid schemes network marketing and referral marketing programs
- No-Value-Added Services - Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine at our sole discretion to be unfair, deceptive, or predatory towards consumers
- Pay-to-Remove Sites - Platforms that facilitate the publication and removal of content (such as photos), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
- Regulated or Illegal Products, Offers, or Services - Cannabis dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; prescription-only products including card-not-present pharmaceuticals; peptides and research chemicals; fake references or ID-providing services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products, offers, and services with varying legal status on a state-by-state basis; goods or services, the sale of which is illegal under applicable law in the jurisdictions to which your business is targeted or directed
- Sanctions - Use of Kajabi Payments or use of Kajabi Payments in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any person/entity on government sanctions lists
- Social Media Activity - Sale of Twitter followers, Facebook likes, YouTube views, Instagram followers, and other forms of social media activity
- Substances Designed to Mimic Illegal Drugs - Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
- Unsanctioned or Prohibited Use - Use of Kajabi Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; cross-border acquiring; sharing cardholder information with another merchant for payment cross-sell product or service
- Unsubstantiated Guarantees - Investment opportunities or other services that promise unsubstantiated high rewards
- Unsubstantiated Health Claims - Nutraceuticals, pseudo-pharmaceuticals, pseudo-diagnosis, and other products, offers, or services that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Video Game or Virtual World Credits - Sale of in-game currency unless the merchant is the operator of the virtual world
- Violence - Any business or organization that a. engages in, encourages, promotes, or celebrates unlawful violence or physical harm to persons or property, or b. engages in, encourages, promotes, or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic
- Virtual Currency - Virtual currency that can be monetized, resold, or converted to physical or digital products, offers, and services or otherwise exit the virtual world (e.g., Bitcoin); cryptocurrency mining equipment; initial coin offerings; digital wallets, sale of stored value or credits maintained, accepted and issued by anyone other than the seller
2.6. Change of Business. You agree to give us at least thirty (30) days’ prior notification of your intent to change your current product, offer, or service types, your business or trade name, or how you accept payment.
You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five percent (25%) or more of your total assets, or any change in the control or ownership of you or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against twenty-five percent (25%) or more of your total assets.
You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of these Kajabi Payments Terms and shall allow the pursuit of any other action available to us under the applicable Payment Network Rules or the law.
3. Processing Card Transactions & Receiving Your Funds.
3.1. Kajabi Payments Fees. You agree to pay the fees for Kajabi Payments indicated in your Kajabi Dashboard, or otherwise mutually agreed between you and Kajabi Financial in writing, which are incorporated herein by reference (the "Processing Fees"). Processing Fees shall be collected from you by the Processor on our behalf per the terms of the Stripe Connected Account Agreement.
Fees for Kajabi Platform Services are collected by Kajabi under the Kajabi Platform Terms (the "Kajabi Platform Services Fees"). Processing Fees and Kajabi Platform Services Fees shall be referred to herein collectively as the "Fees".
You are obligated to pay all applicable taxes, fees, and other charges imposed by any governmental authority, including, without limitation, any value-added tax, goods and services tax, harmonized sales tax, and/or provincial or territorial sales tax, on Kajabi Payments provided under these Kajabi Payments Terms. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
We reserve the right to change the Processing Fees at any time, subject to a thirty (30) day notice period to you per Section 9.1. If you continue to use Kajabi Payments for such thirty (30) days, then you are deemed to have accepted the change in Fees contemplated by such notice.
In addition to the Fees, you are also responsible for any penalties and fines imposed on you or us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of Kajabi Payments in a manner not permitted by these Kajabi Payments Terms or by such financial intermediary’s rules and regulations.
3.2. Security Interest. As security for the performance of your obligations under these Kajabi Payments Terms, you grant us a first priority lien and security interest on all funds processed and deposited into any bank accounts associated with your Kajabi Payments Account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under these Kajabi Payments Terms and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us. You will execute, deliver and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.
3.3. Our Collection Rights. To the extent permitted by law, we may collect any obligations you owe us under these Kajabi Payments Terms by requesting that the Processor deduct the corresponding amounts from your Reserve (defined below) or from funds payable to you arising from the settlement of Transactions. Processing Fees will be assessed at the time a Transaction is processed and will be first deducted from the funds received for such Transaction. If these amounts are not sufficient to meet your obligations to us, we may charge the payment method associated with your Kajabi Payments Account for any amounts owed to us. Your failure to fully pay the amounts that you owe us on demand will be a breach of these Kajabi Payments Terms. You will be liable for our costs associated with collection in addition to the amount owed, including, without limitation, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under these Kajabi Payments Terms. If we require a personal guarantee we will specifically inform you in advance.
In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks, including, but not limited to, collection fees and convenience fees, and other third-party charges.
You hereby explicitly agree that all communication about delinquent accounts will be made by electronic mail or by phone, as provided to Kajabi Financial by you. Such communication may be made by Kajabi Financial or by anyone on its behalf, including, but not limited to, a third-party collection agent.
3.4. Reserves. We may hold funds in reserve (“Reserve”) as security against any liabilities you incur under these Kajabi Payments Terms. We, at our sole discretion, will set the terms of your Reserve and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a Transaction are held for a period of time, or that additional amounts are held in the Reserve. We, at our sole discretion, may elect to change the terms of the Reserve at any time, for any reason, based on your payment processing history or as requested by our payment processors.
We may require you to fund the Reserve through: (i) any funds payouts made or due to you for Transactions submitted to Kajabi Payments; (ii) amounts available in your bank account through ACH debit to your Kajabi Payments Account; (iii) other sources of funds associated with your Kajabi Payments Account; or (iv) requesting that you provide funds to us for deposit to the Reserve.
You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve; (ii) you have no right to the Reserve; (iii) you have no legal interest in those funds or the Reserve; and (iv) you may not assign any interest in those funds or the Reserve.
3.5. Contesting Chargebacks. You or Kajabi may elect to contest chargebacks assessed to your Kajabi Payments Account. Kajabi Financial may provide you with assistance, including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.
You permit us to share records or other information required with the cardholder, the cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information promptly may result in an irreversible chargeback being assessed.
If the cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in these Kajabi Payments Terms.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
4. Suspension and Termination of Services.
4.1. By You. You may terminate these Kajabi Payments Terms by closing your Kajabi Payments Account at any time through your Kajabi Dashboard.
4.2. By Kajabi Financial or the Processor. Kajabi Financial may terminate these Kajabi Payments Terms and close your Kajabi Payments Account at any time, for any reason, upon notice to you per Section 9.1. We may suspend your Kajabi Payments Account and your access to Kajabi Payments and any rights in respect of your Kajabi Payments Account, or terminate these Kajabi Payments Terms, at any time, for any reason. If your Processor Terms are terminated, Kajabi Financial may terminate these Kajabi Payments Terms at its sole discretion. Termination of these Kajabi Payments Terms shall entitle Kajabi Financial to cause the Processor to terminate the Processor Terms.
If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with your Kajabi Payments Account. Upon your acceptance of the terms of service of any such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein, provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
4.3. Effects of Termination. Upon termination and closing of your Kajabi Payments Account, we will immediately discontinue your access to Kajabi Payments. You agree (i) to complete all pending Transactions, (ii) to stop accepting new Transactions through Kajabi Payments, (iii) that the license granted under the Kajabi Payments Terms shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) that we will not be liable to you for compensation, reimbursement, or damages in connection with your use of Kajabi Payments, or any termination or suspension of Kajabi Payments, or deletion of your information or account data; and, (vi) that you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of Kajabi Payments before termination. You will not be refunded the remainder of any Fees that you have paid for Kajabi Payments if your access to or use of Kajabi Payments is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).
Termination does not relieve you of your obligations as defined in these Kajabi Payments Terms, and the Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in these Kajabi Payments Terms, including, but not limited to, chargebacks, fees, refunds, or other investigations or proceedings.
Termination of your Kajabi Payments Account will not necessarily terminate your Kajabi Platform Account unless Kajabi determines otherwise (at its sole discretion).
5. Data Security, Data Protection, Privacy & Use Restrictions.
5.1. Our Responsibility Regarding Data Security. Kajabi Financial will store and process personal information regarding you and your Customers (“Data”) in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of such Data and to mitigate the risk of unauthorized access to or use of such Data. Kajabi Financial cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such Data for improper purposes.
Furthermore, you agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Kajabi Financial with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS-compliant service providers in connection with the storage or transmission of card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules.
Kajabi does not have access to, collect, transmit, store, or process any Cardholder Data (defined below) on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number (PAN), and where a full unmasked card number is present, any of the following elements: cardholder name, expiration date, and/or service code. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN KAJABI PAYMENTS, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Kajabi explicitly enables such data to be entered into such fields). Appropriate fields are marked with labels such as ‘card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in Kajabi Payments. You assume all responsibility for any Cardholder Data entered into Kajabi Payments in violation of these Kajabi Payments Terms.
5.3. Audit Right. If Kajabi Financial believes that a security breach, personal data breach, or other compromise of Data may have occurred, Kajabi Financial may require you to have a third-party auditor that is approved by Kajabi Financial conduct a security audit of your systems and facilities and issue a report to be provided to Kajabi Financial and, at Kajabi Financial’s discretion, to the Processor, its’ Financial Services Provider, Payment Networks, and law enforcement, at your sole cost and expense.
You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the Customer Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.
You consent to the exchange of your information between your Kajabi Platform Services account established under these Kajabi Platform Terms and your Kajabi Payments account established under these Kajabi Payments Terms. Kajabi will commingle such accounts and refers to them together in the Kajabi Payments Terms as the “Kajabi Payments Account”.
5.5. Data Protection. These Kajabi Payments Terms incorporate the Kajabi Data Protection Addendum (DPA), including the Standard Contractual Clauses, and the California Supplemental Privacy Notice, and by using Kajabi Payments, you are providing us with instructions to process any Data collected by you through Kajabi Payments, on your behalf and you acknowledge that our use and collection of Data is subject to the DPA. You shall ensure and hereby warrant and represent that you are entitled to transfer Data to Kajabi and Kajabi Financial so that we may lawfully process and transfer the Data per these Kajabi Payments Terms and all data protection laws applicable to you, your business, and the jurisdiction of your Customers (including but not limited to GDPR and CCPA). You shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and you have sole responsibility for the accuracy, quality, and legality of Data processed by us in the provision of Kajabi Payments.
If you receive information about others, including cardholders and other customers, through the use of Kajabi Payments, you must keep such information confidential and only use it in connection with Kajabi Payments or as otherwise permitted by the subject of such information.
You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Customer Data to any third party other than in connection with processing a Transaction requested by your Customer.
5.7. Restricted Use. You are required to obey all laws, rules, and regulations applicable to your use of Kajabi Payments (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions outlined in these Kajabi Payments Terms, you shall not: (i) utilize the credit available on any card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of products, offers, or services to a Customer; (iii) act as a payment intermediary or aggregator or otherwise resell Kajabi Payments on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; or (v) use Kajabi Payments or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules.
Neither you nor any of your Customers will use Kajabi Payments in any manner or for any purpose other than as expressly permitted by these Kajabi Payments Terms. Neither you nor any of your Customers will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of Kajabi Payments; (b) reverse engineer, disassemble, or decompile Kajabi Payments or apply any other process or procedure to derive the source code of any software included in Kajabi Payments (except to the extent applicable law doesn’t allow this restriction); (c) access or use Kajabi Payments in a way intended to avoid incurring fees or exceeding usage limits or quotas; (d) resell or sublicense Kajabi Payments; (e) access or attempt to access our systems, programs, or data that are not made available for public use; (f) copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us; (g) permit any third party to use and benefit from Kajabi Payments via a rental, lease, timesharing, service bureau, or other arrangement; (h) transfer any rights granted to you under the Kajabi Payments Terms; (i) work around any of the technical limitations of Kajabi Payments or Kajabi’s checkout, use any tool to enable features or functionalities that are otherwise disabled in Kajabi Payments; (j) perform or attempt to perform any actions that would interfere with the proper working of Kajabi Payments, prevent access to or use of Kajabi Payments by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (k) otherwise use Kajabi Payments except as expressly allowed under this Section 5.7. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.
5.8. Suspicion of Unauthorized or Illegal Use. We reserve the right to not provide Kajabi Payments in respect of any Transaction you submit that we believe, at our sole discretion, is in violation of the Kajabi Payments Terms, any other Kajabi or Processor agreement, or exposes you, Kajabi, Kajabi Financial, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Kajabi Payments Account.
5.9. Payment Network Rules. The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, and American Express are available on the Internet at the following links: Visa, MasterCard, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or you. Insofar as the terms of the Kajabi Payments Terms and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend the Kajabi Payments Terms at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
6. Changes & Updates.
6.1. Changes to Terms. You acknowledge and agree that Kajabi Financial may change these Kajabi Payments Terms at any time for any reason, including to address changes in applicable law or updates to Kajabi Payments, and to account for new features or functionality. The most current version will always be posted on our website in our Legal and Policy center. If an amendment is material, as determined in Kajabi Financial’s sole discretion, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted, and apply to all access to and use of Kajabi Payments thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you do not want to agree to any changes made to the Kajabi Payment Terms, you should stop using Kajabi Payments, because by continuing to use Kajabi Payments you indicate your agreement to be bound by the updated terms.
6.2. Changes to Kajabi Payments. We are continually changing and improving Kajabi Payments. Kajabi Financial may add, alter, or remove Kajabi Payments at any time without prior notice. Kajabi Financial may also limit, suspend, or discontinue Kajabi Payments or any other services (at our sole discretion).
7. Warranties, Liability & Indemnification.
7.1. Liability & Indemnification. Nothing in these Kajabi Payments Terms shall serve to diminish your liability under the Processor Terms or Kajabi Platform Terms.
Kajabi Financial has agreed to indemnify the Processor against certain liabilities. Insofar as Kajabi Financial becomes liable to the Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Processor Terms, Kajabi Payments, the Payment Processing services, or the Payment Network Rules, you agree to indemnify and hold harmless Kajabi Financial from and against all such liabilities.
You agree to indemnify and hold harmless Kajabi Financial, our affiliates, and our and their respective employees, agents and service providers (each, a “Kajabi Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Kajabi Entity, and you agree to fully reimburse the Kajabi Entities for any Claims that result from: (i) your breach of any provision of these Kajabi Payments Terms; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Processor Terms), or any other liability we incur that results from your use of Kajabi Payments; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of the Processor or any Payment Network.
We will have the final decision-making authority concerning Claims, including, without limitation, Claims for refunds for purchased products, offers, or services that are filed with us by you or your Customers. You will be required to reimburse us for all liabilities in connection with such Claims. Such liabilities will include the full purchase price of the item plus the original shipping cost (and in some cases, you may not receive the item back). You will not receive a refund of any Fees paid to us.
If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve and deduct the amounts owed to us from such Reserve funds. If you do not have sufficient funds in the Reserve to cover your liability, you will be required to immediately add additional funds to your Reserve to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
7.2. Your Representations, Warranties & Covenants. You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into these Kajabi Payments Terms on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to these Kajabi Payments Terms; (ii) you are eligible to register and use Kajabi Payments and have the right, power, and ability to enter into and perform under these Kajabi Payments Terms; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of any of the foregoing; and (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products, offers, or services for the purpose of money laundering; (f) the act of using a card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f).
You hereby covenant to us that: (i) any Transactions submitted by you will represent a bona fide sale by you; (ii) any Transaction submitted by you will accurately describe the products, offers, and/or services sold and delivered to a Customer; (iii) you will fulfill all of your obligations to each Customer for which you submit a Transaction and will resolve any disputes or complaints directly with your Customers; (iv) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including, but not limited to, any applicable tax laws and regulations; (v) except in the ordinary course of business, no Transaction submitted by you through Kajabi Payments will represent a sale to any principal, partner, proprietor, or owner of your entity; (vi) you will not use Kajabi Payments, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of Kajabi Payments; and (vii) any information you provide to us will be accurate and complete.
7.3. NO WARRANTIES. KAJABI PAYMENTS AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF KAJABI PAYMENTS IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH KAJABI PAYMENTS OR FROM: (I) KAJABI OR KAJABI FINANCIAL; (II) THE PROCESSOR, SUPPLIERS, OR LICENSORS OF KAJABI, KAJABI FINANCIAL, OR THE PROCESSOR; OR, (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND INDIVIDUALLY, A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS, OFFERS, OR SERVICES THAT ARE PAID FOR WITH KAJABI PAYMENTS, AND WE CAN NOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT: (I) THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH KAJABI PAYMENTS IS ACCURATE, RELIABLE, OR CORRECT; (II) KAJABI PAYMENTS WILL MEET YOUR REQUIREMENTS; (III) KAJABI PAYMENTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (IV) KAJABI PAYMENTS WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (V) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (VI) KAJABI PAYMENTS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF KAJABI PAYMENTS IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH KAJABI PAYMENTS OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NONE OF KAJABI, KAJABI FINANCIAL, THE PROCESSOR, NOR ANY FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO, OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS, OFFERS, OR SERVICES.
7.4. LIMITATIONS OF LIABILITY AND DAMAGES. IN NO EVENT SHALL A DISCLAIMING ENTITY (DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THESE KAJABI PAYMENTS TERMS OR KAJABI PAYMENTS, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF KAJABI PAYMENTS. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF KAJABI PAYMENTS OR YOUR KAJABI PAYMENTS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF KAJABI PAYMENTS; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH KAJABI PAYMENTS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM KAJABI PAYMENTS; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH KAJABI PAYMENTS; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH KAJABI PAYMENTS; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF PROCESSING FEES PAID BY YOU TO KAJABI FINANCIAL DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF KAJABI OR THE PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
7.5. Availability & Jurisdiction. Kajabi Payments are controlled and operated from facilities in the United States. We make no representations that Kajabi Payments are appropriate or available for use in other locations. Those who access or use Kajabi Payments from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including, but not limited to, export and import regulations. You may not use Kajabi Payments if you are a resident of a sanctioned country embargoed by the United States or are a foreign person or entity blocked or denied by the governments of the United States.
8. Resolving Disputes; Arbitration Agreement; Governing Law.
8.1. Resolving Disputes. If you have a concern, we want to first try to address it without needing a formal legal case. Before filing a claim against Kajabi Financial, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within fifteen (15) days of the date we receive your initial email, you or Kajabi Financial may bring a formal proceeding.
8.2. Judicial Forum for Disputes. You and Kajabi Financial agree that any judicial proceeding to resolve claims relating to these Kajabi Payments Terms or Kajabi Payments will be brought in the federal or state courts of Orange County, California, subject to the mandatory arbitration provisions below. Both you and Kajabi Financial consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements.
8.3. MANDATORY ARBITRATION PROVISIONS. YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree to Arbitrate. You and Kajabi Financial agree to resolve any claims relating to these Kajabi Payments Terms or Kajabi Payments through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to the interpretation or application of this Section 8.3, including its enforceability, revocability, or validity.
Opt-out of Agreement to Arbitrate. You may decline these arbitration terms concerning these Kajabi Payments Terms within thirty (30) days of first registering your Kajabi Payments account by contacting us at firstname.lastname@example.org.
Arbitration Procedures. 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, Orange County, CA, or any other location we agree to. The AAA rules will govern the payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.
Exceptions to Agreement to Arbitrate. Either you or Kajabi Financial may assert claims, if they qualify, in small claims court in Orange County, CA, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Kajabi 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 Orange County, California to resolve your claim.
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 aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of Section 8.3 will be deemed void.
8.4. Governing Law. These Kajabi Payments Terms will be governed by California law except for any security interest created under Section 3.2, which will be governed by and construed per the laws of the applicable country, state, province, territory, or other jurisdiction in which such security interest is registered, and in each case without regard to its choice of law provisions to the contrary.
8.5. Legal Processes. Kajabi Financial may, or may direct the Processor to, respond to, and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Processor or any applicable Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
9. Other Legal Terms.
9.1. Disclosures & Notices. You agree that Kajabi and Kajabi Financial can provide all disclosures and notices, including tax forms, to you by posting such disclosures and notices in your Kajabi Dashboard or emailing them to the email address listed in your Kajabi Payments Account. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Kajabi Dashboard or emailed to you unless we receive notice that the email was not delivered. You must keep your email address and, where applicable, your contact details associated with your Kajabi Payments Account current and accurate.
9.2. Automatic Reminders. We may use automated email to provide messages to you about your Kajabi Payments Account. You agree that we will not be liable to you for any such electronic communications even if the information is communicated to an unintended recipient. You understand that when you receive such electronic communications you may incur a charge from the company that provides you with telecommunications, wireless, and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change the email address you have previously provided to us.
9.3. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent but may be assigned by us without consent or other restriction.
9.4. Parties. These Kajabi Payments Terms bind you and your respective heirs, representatives, and permitted and approved successors (including those by merger, acquisition, or other change of control transaction), or any permitted assigns.
9.5. Force Majeure. No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections 3.1 or 7.1, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products, offers, and services.
9.6. Entire Agreement and Remedies. These Kajabi Payments Terms, the Kajabi Platform Terms, and all policies and procedures that are incorporated herein by reference, and constitute the entire agreement between you and Kajabi and/or Kajabi Financial concerning the provision of Kajabi Payments. Except as otherwise set out herein, in the event of a conflict between these Kajabi Payments Terms and any other Kajabi, Kajabi Financial, or Processor agreement or policy, these Kajabi Payments Terms shall prevail on the subject matter of these Kajabi Payments Terms. Except as expressly provided in these Kajabi Payments Terms, these terms describe the entire liability of Kajabi, Kajabi Financial, and our vendors and suppliers and sets forth your exclusive remedies concerning Kajabi Payments and your access and use of Kajabi Payments.
These Kajabi Payments Terms have been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of these Kajabi Payments Terms. The rights conferred upon us in these Kajabi Payments Terms are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each right we may have under these Kajabi Payments Terms, at law or in equity, is cumulative and concurrent, and in addition to every other right.
9.7. Severability. If any provision of these Kajabi Payments Terms (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
9.8. Survival. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these Kajabi Payments Terms, the following sections of these Kajabi Payments Terms survive and remain in effect per their terms upon the termination of these Kajabi Payments Terms: Sections 1.5, 1.7, 1.20, 3, 5, 7, 8, 9.
9.9. Language. These Kajabi Payments Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
9.10. Independent Contractors. The relationship between you and Kajabi Financial is that of independent contractors, and not legal partners, employees, or agents of each other.
9.11. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included. Headings are included for convenience only and shall not be considered in interpreting these Kajabi Payments Terms.
9.12. No Waiver. These Kajabi Payment Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under these Kajabi Payments Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Kajabi Payments Terms shall be deemed a further or continuing waiver of such term or any other term.
9.13. California Residents. If you are a California resident, per Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210
9.14. How to Contact Us. You may contact us regarding Kajabi Payments or these Terms at 17100 Laguna Canyon Rd #100, Irvine, CA 92618, or by e-mail at email@example.com.
10. Alpha Terms.
10.1. Alpha Services. From time to time, Kajabi Financial may, in its sole discretion, invite you to use, on a trial basis, pre-release, alpha, or beta features that are in development and not yet available to all customers (“Alpha Services”). Alpha Services may be subject to additional terms and conditions, which Kajabi Financial will provide to you prior to your use of the Alpha Services. Such Alpha Services and all associated conversations and materials relating thereto will be considered Kajabi Financial’s confidential information. When using our Alpha Services, you agree that you will not make any public statements or otherwise disclose your participation in the Alpha Services without Kajabi Financial’s prior written consent. Kajabi Financial makes no representations or warranties that the Alpha Services will function. Kajabi Financial may discontinue the Alpha Services at any time in its sole discretion. Kajabi Financial will have no liability for any harm or damage arising out of or in connection with an Alpha Service. The Alpha Services may not work in the same way as a final version. Kajabi Financial may change or not release a final or commercial version of an Alpha Service at our sole discretion.
10.2. Your Obligations. You will promptly provide Kajabi Financial with all reviews, approvals, information, and instructions requested by Kajabi Financial. You agree to use and evaluate Kajabi Payments as requested. You agree to familiarize yourself with the information about Kajabi Payments provided by Kajabi Financial and to only use or test Kajabi Payments as directed. You will notify Kajabi Financial of any and all problems directly or indirectly associated with Kajabi Payments known to or discovered by you. In addition, you agree to promptly respond to any and all reasonable inquiries, questionnaires, or surveys submitted to you by Kajabi Financial.
If you are a business, you shall designate to Kajabi Financial, in writing, an employee or representative who will serve as the single contact for, and who will be responsible for maintaining communication with, Kajabi Financial.
Any feedback, ideas, modifications, suggestions, improvements, and the like made by you with respect to Kajabi Payments (collectively, “Feedback”) will be the property of Kajabi Financial. You agree to assign, and hereby assigns, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to Kajabi Financial and agree to assist Kajabi Financial, at Kajabi Financial’s expense, in perfecting and enforcing such rights. Kajabi Financial may disclose or use the Feedback for any purposes whatsoever without any obligation to you.
10.3 Case Study; Public Relations Release. At Kajabi Financial’s request, you agrees to describe your experience with Kajabi Payments by (i) participating in a case study, either in written or video form; (ii) issuing a press or media release; (iii) providing a testimonial for use in Kajabi Financial’s advertising or on its website; and (iv) speaking at our events or with potential customers. Your agreement to participate in these activities does not obligate Kajabi Financial to create any of them or to offer the opportunity to you.
The following shall apply to all recordings, video, or documentation created under this release (the “Materials”), including in any case studies, testimonials, or press releases: (i) Kajabi Financial may interview and record you or your employees to gather information for creating the Materials and you agree to obtain sufficient permissions from any employees whose quotes, names, or pictures appear in the Materials, in order to grant the rights described in this release; (ii) Kajabi Financial may display your trademarks in the Materials; (iii) except for your trademarks, Kajabi Financial will own the Materials and all intellectual property rights therein, including copyrights, and will have the right to publish, use, reference, edit, and display, in whole or in part, the Materials in all forms of media now or hereafter known, and to sublicense the foregoing rights to third parties; and (iv) if you are an individual, you grant to Kajabi a license to include in the Materials your name, image, likeness, appearance, voice, and quotes as they appear in the Materials.