Shopify Terms of Service – Shopify USA

1. Account Terms

  1. To access and use the Services, you must register for a Shopify
    account (“Account”). To complete your Account registration, you
    must provide us with your full legal name, business address, phone
    number, a valid email address, and any other information indicated
    as required. Shopify may reject your application for an Account, or
    cancel an existing Account, for any reason, at our sole discretion.
  2. You must be the older of: (i) 18 years, or (ii) at least the age of
    majority in the jurisdiction where you reside and from which you
    use the Services to open an Account.
  3. You confirm that you are receiving any Services provided by Shopify
    for the purposes of carrying on a business activity and not for any
    personal, household or family purpose.
  4. You acknowledge that Shopify will use the email address you provide
    on opening an Account or as updated by you from time to time as the
    primary method for communication with you (“Primary Email
    Address
    ”). You must monitor the Primary Email Address you provide
    to Shopify and your Primary Email Address must be capable of both
    sending and receiving messages. Your email communications with
    Shopify can only be authenticated if they come from your Primary
    Email Address.
  5. You are responsible for keeping your password secure. Shopify
    cannot and will not be liable for any loss or damage from your
    failure to maintain the security of your Account and password.
    We may request additional security measures at any time and reserve
    the right to adjust these requirements at our discretion.
  6. Technical support in respect of the Services is only provided to
    Shopify Users. Questions about the Terms of Service should be sent
    to Shopify Support.
  7. You agree not to reproduce, duplicate, copy, sell, resell or
    exploit any portion of the Service, use of the Services, or access
    to the Services without the express written permission by Shopify.
  8. You agree not to work around, bypass, or circumvent any of the technical
    limitations of the Services, including to process orders outside Shopify’s
    Checkout, use any tool to enable features or functionalities that are
    otherwise disabled in the Services, or decompile, disassemble or otherwise
    reverse engineer the Services.
  9. You agree not to access the Services or monitor any material or
    information from the Services using any robot, spider, scraper, or
    other automated means.
  10. You understand that your Materials may be transferred unencrypted
    and involve (a) transmissions over various networks; and (b)
    changes to conform and adapt to technical requirements of
    connecting networks or devices. “Materials” means Your
    Trademarks, copyright content, any products or services you sell
    through the Services (including description and price), and any
    photos, images, videos, graphics, written content, audio files,
    code, information, or other data provided or made available by you
    or your affiliates to Shopify or its affiliates.

2. Account Activation

2.1 Store Owner

  1. Subject to Section 2.1.2, the person signing up for the Service by
    opening an Account will be the contracting party (“Store Owner
    ”)
    for the purposes of our Terms of Service and will be the person who
    is authorized to use any corresponding Account we may provide to
    the Store Owner in connection with the Service. You are responsible
    for ensuring that the name of the Store Owner (including the legal
    name of the company that owns the Store, if applicable) is clearly
    visible on the Store’s website.
  2. If you are signing up for the Services on behalf of your employer,
    your employer will be the Store Owner. If you are signing up for
    the Services on behalf of your employer, then you must use your
    employer-issued email address and you represent and warrant that
    you have the authority to bind your employer to our Terms of
    Service.
  3. Your Shopify Store can only be associated with one Store Owner. A
    Store Owner may have multiple Shopify Stores. You agree to use
    Shopify Checkout for your store. “Store” means the online store
    (whether hosted by Shopify or on a third party website), or any
    storefront built on top of the Storefront API) or physical retail
    location(s) associated with the Account.

2.2 Staff Accounts

  1. Based on your Shopify pricing plan, you can create one or more
    staff accounts (“Staff Accounts”) allowing other people to
    access the Account. Each Staff Account must include a full legal
    name and a valid email account. With Staff Accounts, the Store
    Owner can set permissions and let other people work in their
    Account while determining the level of access by Staff Accounts to
    specific business information (for example, you can limit Staff
    Account access to sales information on the Reports page or prevent
    Staff Accounts from changing general store settings).
  2. The Store Owner is responsible for: (a) ensuring it’s employees,
    agents and subcontractors, including via Staff Accounts, comply
    with these Terms of Service; and (b) any breach of these Terms of
    Service by the Store Owner’s employees, agents or subcontractors.
    The Store Owner acknowledges and agrees that Store Owner will be
    responsible for the performance of all of its obligations under the
    Agreement, regardless of whether it sublicenses or subcontracts any
    such obligations to any third party, including but not limited to
    any affiliates or subsidiaries of Store Owner.
  3. The Store Owner and the users under Staff Accounts are each
    referred to as a “Shopify User”.

2.3 PayPal Express Checkout and Shopify Payments Accounts

  1. Upon completion of sign up for the Service, Shopify will create a
    PayPal Express Checkout account on your behalf, using your Primary
    Email Address. Depending on your location, Shopify may also create
    a Shopify Payments account on your behalf.
  2. You acknowledge that PayPal Express Checkout and/or Shopify
    Payments will be your default payments gateway(s) and that it is
    your sole responsibility as the Store Owner to activate and
    maintain these accounts. If you do not wish to keep either of the
    payment accounts active, it is your responsibility to deactivate
    them. For the avoidance of doubt, PayPal Express Checkout is a
    Third Party Service, as defined in Section 9.7.1 of these Terms of
    Service.

2.4 Shop Pay

  1. Upon completion of sign up for the Service, if you have been
    enrolled in Shopify Payments, Shop Pay will automatically appear as
    an accelerated checkout option on your checkout page. If you do not
    wish for Shop Pay to appear on your Store, it is your
    responsibility to remove it by managing your accelerated checkouts
    in your Shopify administrative console.
  2. If your customers have enabled Shop Pay, customers may purchase
    goods and services from your Shopify Store using Shop Pay.
  3. By using Shop Pay on your Shopify Store, you agree to be bound by
    the Shop Pay Merchant Terms of Service,
    as they may be amended by Shopify from time to time. If Shopify
    amends the Shop Pay Merchant Terms of Service, amendments are
    effective as of the date of posting. Your continued use of Shop Pay
    on your Store after the amended Shop Pay Merchant Terms of Service
    are posted constitutes your agreement to, and acceptance of, the
    amended Shop Pay Merchant Terms of Service. If you do not agree to
    any changes to the Shop Pay Merchant Terms of Service, it is your
    responsibility to remove Shop Pay by managing your accelerated
    checkouts in your Shopify administrative console.

2.5 Apple Pay for Safari Account

  1. Upon completion of sign up for the Service, Shopify will create an
    Apple Pay for Safari (“Apple Pay”) account on your behalf,
    using the URL(s) and business name associated with your Account.
    Depending on your location, Shopify may activate your Apple Pay
    account on your behalf, otherwise you will be required to activate
    your Apple Pay account within your Account admin. If you do not
    wish to keep your Apple Pay account active, it is your
    responsibility to deactivate it. For the avoidance of doubt, Apple
    Pay is a Third Party Service, as defined in Section 9.7.1 of these
    Terms of Service.
  2. If you use an Apple Pay supported payment gateway and your
    customers have enabled Apple Pay on their device, customers may
    purchase goods and services from your Store using Apple Pay.
  3. By using Apple Pay on your Store, you are agreeing to be bound by
    the Apple Pay Platform Web Merchant Terms and Conditions,
    as they may be amended by Apple from time to time. If Apple
    amends the Apple Pay Platform Web Merchant Terms and Conditions,
    the amended and restated version will be posted here:
    https://shopify.com/legal/apple-pay. Such amendments to the Apple Pay Platform
    Web Merchant Terms are effective as of the date of posting. Your
    continued use of Apple Pay on your Store after the amended Apple
    Pay Platform Web Merchant Terms are posted constitutes your
    agreement to, and acceptance of, the amended Apple Pay Platform Web
    Merchant Terms. If you do not agree to any changes to the Apple Pay
    Platform Web Merchant Terms, de-activate your Apple Pay account and
    do not continue to use Apple Pay on your Store.

2.6 Google Pay

  1. Upon completion of sign up for the Service, if you have been
    enrolled in Shopify Payments, Shopify will also create a Google Pay
    account on your behalf. If you do not wish to keep your Google Pay
    account active, it is your responsibility to deactivate it. For the
    avoidance of doubt, Google Pay is a Third Party Service, as defined
    in Section 9.7.1 of these Terms of Service.
  2. If you use a Google Pay supported payment gateway and your
    customers have enabled Google Pay, customers may purchase goods and
    services from your Store using Google Pay.
  3. By using Google Pay on your Store, you are agreeing to be bound by
    the Google Pay API Terms of Service,
    as they may be amended by Google from time to time. If Google
    amends the Google Pay API Terms of Service, the amended and
    restated version will be posted here: https://payments.developers.google.com/terms/sellertos.
    Such amendments to the Google Pay API Terms of Service are
    effective as of the date of posting. Your continued use of Google
    Pay on your Store after the amended Google Pay API Terms of Service
    are posted constitutes your agreement to, and acceptance of, the
    amended Google Pay API Terms of Service. If you do not agree to any
    changes to the Google Pay API Terms of Service, deactivate your
    Google Pay account and do not continue to use Google Pay on your
    Store.

2.7 Meta Pay

  1. Upon completion of sign up for the Service, if you have been
    enrolled in Shopify Payments, Shopify will also create a Meta
    Pay account on your behalf. If you do not wish to keep your
    Meta Pay account active, it is your responsibility to
    deactivate it. For the avoidance of doubt, Meta Pay is a Third
    Party Service, as defined in Section 9.7.1 of these Terms of
    Service.
  2. If you use a Meta Pay supported payment gateway and your
    customers have enabled Meta Pay, customers may purchase goods
    and services from your Store using Meta Pay.
  3. By using Meta Pay on your Store, you are agreeing to be bound
    by
    the Meta Pay Merchant Terms and Conditions,
    as they may be amended by Meta from time to time. If Meta
    amends the
    Meta Pay Merchant Terms and Conditions,
    such amendments will be effective as of the date of posting by
    Meta. Your continued use of Meta Pay on your Store after
    the
    amended Meta Pay Merchant Terms and Conditions
    are posted constitutes your agreement to, and acceptance of, the
    amended Meta Pay Merchant Terms and Conditions.
    If you do not agree to any changes to the
    Meta Pay Merchant Terms and Conditions,
    de-activate your Meta Pay account and do not continue to use
    Meta Pay on your Store.

2.8 Domain Names

  1. Upon purchasing a domain name through Shopify, domain registration
    will be preset to automatically renew each year so long as your
    Shopify Account remains active. You acknowledge that it is your
    sole responsibility to deactivate the auto-renewal function should
    you choose to do so.

3. Shopify Rights

  1. The Services have a range of features and functionalities. Not all
    Services or features will be available to all Merchants at all
    times and we are under no obligation to make any Services or
    features available in any jurisdiction. Except where prohibited in
    these Terms of Service or by applicable law, we reserve the right
    to modify the Services or any part thereof for any reason, without
    notice and at any time.
  2. Shopify does not pre-screen Materials and it is in our sole
    discretion to refuse or remove any Materials from any part of the
    Services, including if we determine in our sole discretion that the
    goods or services that you offer through the Services, or the
    Materials uploaded or posted to the Services, violate our AUP or
    these Terms of Service.
  3. Verbal or written abuse of any kind (including threats of abuse or
    retribution) of any Shopify employee, member, or officer will
    result in immediate Account termination.
  4. We reserve the right to provide our Services to your competitors
    and make no promise of exclusivity. You further acknowledge and
    agree that Shopify employees and contractors may also be Shopify
    customers or merchants and that they may compete with you, although
    they may not use your Confidential Information (as defined in
    Section 6) in doing so.
  5. In the event of a dispute regarding Account ownership, we reserve
    the right to request documentation to determine or confirm Account
    ownership. Documentation may include, but is not limited to, a
    scanned copy of your business license, government issued photo ID,
    the last four digits of the credit card on file, or confirmation of
    your status as an employee of an entity.
  6. Shopify reserves the right to determine, in our sole discretion,
    rightful Account ownership and transfer an Account to the rightful
    Store Owner. If we are unable to reasonably determine the rightful
    Store Owner, without prejudice to our other rights and remedies,
    Shopify reserves the right to temporarily suspend or disable an
    Account until resolution has been determined between the disputing
    parties.

4. Your Responsibilities

  1. You acknowledge and agree to provide public-facing contact
    information, a refund policy and order fulfilment timelines on your
    Shopify Store.
  2. You acknowledge and agree that the Services are not a marketplace,
    and any contract of sale made through the Services is directly
    between you and the customer. You are the seller of record for all
    items you sell through the Services. You are responsible for the
    creation and operation of your Shopify Store, your Materials, the
    goods and services that you may sell through the Services, and all
    aspects of the transactions between you and your customer(s). This
    includes, but is not limited to, authorizing the charge to the
    customer in respect of the customer’s purchase, refunds, returns,
    fulfilling any sales or customer service, fraudulent transactions,
    required legal disclosures, regulatory compliance, alleged or
    actual violation of applicable laws (including but not limited to
    consumer protection laws in any jurisdiction where you offer
    products or services for sale), or your breach of these Terms of
    Service. You represent and warrant that your Store, your Materials
    and the goods and services you sell through the Services will be
    true, accurate, and complete, and will not violate any applicable
    laws, regulations or rights of third parties. For the avoidance of
    doubt, Shopify will not be the seller or merchant or record and
    will have no responsibility for your Store or items sold to
    customers through the Services.
  3. You are solely responsible for the goods or services that you may
    sell through the Services (including description, price, fees, tax
    that you calculate, defects, required legal disclosures, regulatory
    compliance, offers or promotional content), including compliance
    with any applicable laws or regulations.
  4. You may not use the Shopify Services for any illegal or
    unauthorized purpose nor may you, in the use of the Service,
    violate any laws in your jurisdiction (including but not limited to
    copyright laws), the laws applicable to you in your customer’s
    jurisdiction, or the laws of Canada and the Province of Ontario.
    You will comply with all applicable laws, rules and regulations
    (including but not limited to obtaining and complying with the
    requirements of any license or permit that may be necessary to
    operate your store or that may be held by you) in your use of the
    Service and your performance of obligations under the Terms of
    Service.
  5. The API Terms govern your
    access to and use of the Shopify API (as defined therein). You are
    solely responsible for the activity that occurs using your API
    Credentials (as defined in the API Terms) and for keeping your API
    Credentials secure.
  6. You agree to use Shopify Checkout for any sales associated with your
    online store. “Shopify Checkout” means Shopify’s checkout experience
    that allows Customers to enter their shipping information and payment
    details after adding item(s) to their cart and before placing an order,
    including checkouts that occur through the Shopify Checkout API.

5. Payment of Fees and Taxes

  1. You will pay the Fees applicable to your subscription to Online
    Service and/or POS Services (“Subscription Fees”) and any other
    applicable fees, including but not limited to applicable fees
    relating to the value of sales made through your Store when using
    all payment providers other than Shopify Payments (“Transaction
    Fees
    ”), and any fees relating to your purchase or use of any
    products or services such as Shopify Payments, POS Equipment,
    shipping, apps, Themes, domain names, Experts Marketplace, or Third
    Party Services (“Additional Fees”). Together, the Subscription
    Fees, Transaction Fees and the Additional Fees are referred to as
    the “Fees”.
  2. You must keep a valid payment method on file with us to pay for all
    incurred and recurring Fees. Shopify will charge applicable Fees to
    any valid payment method that you authorize (“Authorized Payment
    Method
    ”), and Shopify will continue to charge the Authorized
    Payment Method for applicable Fees until the Services are
    terminated, and any and all outstanding Fees have been paid in
    full. Unless otherwise indicated, all Fees and other charges are in
    U.S. dollars, and all payments will be in U.S. currency.
  3. Subscription Fees are paid in advance and will be billed in 30 day
    intervals (each such date, a “Billing Date”). Transaction Fees and
    Additional Fees will be charged from time to time at Shopify’s
    discretion. You will be charged on each Billing Date for all
    outstanding Fees that have not previously been charged. Fees will
    appear on an invoice, which will be sent to the Store Owner via the
    Primary Email Address provided. As well, an invoice will appear on
    the Account page of your Store’s administrative console. Users have
    approximately two weeks to bring up and settle any issues with the
    billing of Subscription Fees.
  4. If we are not able to process payment of Fees using an Authorized
    Payment Method, we may make subsequent attempts to process payment
    using any Authorized Payment Method. If we are unable to successfully
    process payment of Fees using an Authorized Payment Method within
    28 days of our initial attempt, we may suspend and revoke access
    to your Account and the Services. Your Account will be reactivated
    upon your payment of any outstanding Fees, plus the Fees applicable
    to your next billing cycle. You may not be able to access your Account
    or your storefront during any period of suspension. If the outstanding
    Fees remain unpaid for 60 days following the date of suspension,
    Shopify reserves the right to terminate your Account in accordance
    with Section 14.
  5. All Fees are exclusive of applicable federal, provincial, state,
    local or other governmental sales, goods and services (including
    Goods and Sales Tax under the Goods and Services Tax Act, Chapter
    117A of Singapore), harmonized or other taxes, fees or charges now
    in force or enacted in the future (“Taxes”).
  6. You are responsible for all applicable Taxes that arise from or as
    a result of your subscription to or purchase of Shopify’s products
    and services. To the extent that Shopify charges these Taxes, they
    are calculated using the tax rates that apply based on the billing
    address you provide to us. Such amounts are in addition to the Fees
    for such products and services and will be billed to your
    Authorized Payment Method. If you are exempt from payment of such
    Taxes, you must provide us with evidence of your exemption, which
    in some jurisdictions includes an original certificate that
    satisfies applicable legal requirements attesting to tax-exempt
    status. Tax exemption will only apply from and after the date we
    receive evidence satisfactory to Shopify of your exemption. If you
    are not charged Taxes by Shopify, you are responsible for
    determining if Taxes are payable, and if so, self-remitting Taxes
    to the appropriate tax authorities in your jurisdiction.
  7. For the avoidance of doubt, all sums payable by you to Shopify
    under these Terms of Service will be paid free and clear of any
    deductions or withholdings whatsoever. Other than Taxes charged by
    Shopify to you and remitted to the appropriate tax authorities on
    your behalf, any deductions or withholdings that are required by
    law will be borne by you and paid separately to the relevant
    taxation authority. Shopify will be entitled to charge the full
    amount of Fees stipulated under these Terms of Service to your
    Authorized Payment Method ignoring any such deduction or
    withholding that may be required.
  8. You are solely responsible for determining, collecting,
    withholding, reporting, and remitting applicable taxes, duties,
    fees, surcharges and additional charges that arise from or as a
    result of any sale on your Shopify Store or your use of the
    Services. The Services are not a marketplace. Any contract of sale
    made through the Services is directly between you and the customer.
  9. You must maintain an accurate location in the administrative
    console of your Shopify Store. If you change jurisdictions you must
    promptly update your location in the administrative console.
  10. Shopify does not provide refunds.

6. Confidentiality

  1. Confidential Information” will include, but will not be limited
    to, any and all information associated with a party’s business and
    not publicly known, including specific business information,
    technical processes and formulas, software, customer lists,
    prospective customer lists, names, addresses and other information
    regarding customers and prospective customers, product designs,
    sales, costs (including any relevant processing fees), price lists,
    and other unpublished financial information, business plans and
    marketing data, and any other confidential and proprietary
    information, whether or not marked as confidential or proprietary.
    Shopify’s Confidential Information includes all information that
    you receive relating to us, or to the Services, that is not known
    to the general public including information related to our security
    program and practices.
  2. Each party agrees to use the other party’s Confidential Information
    solely as necessary for performing its obligations under these
    Terms of Service and in accordance with any other obligations in
    these Terms of Service including this Section 6. Each party agrees
    that it will take all reasonable steps, at least substantially
    equivalent to the steps it takes to protect its own proprietary
    information, to prevent the duplication, disclosure or use of any
    such Confidential Information, other than (i) by or to its
    employees, agents and subcontractors who must have access to such
    Confidential Information to perform such party’s obligations
    hereunder, who each will treat such Confidential Information as
    provided herein, and who are each subject to obligations of
    confidentiality to such party that are at least as stringent as
    those contained herein; or (ii) as required by any law, regulation,
    or order of any court of proper jurisdiction over the parties and
    the subject matter contained in these Terms of Service, provided
    that, if legally permitted, the receiving party will give the
    disclosing party prompt written notice and use commercially
    reasonable efforts to ensure that such disclosure is accorded
    confidential treatment. Confidential Information will not include
    any information that the receiving party can prove: (A) was already
    in the public domain, or was already known by or in the possession
    of the receiving party, at the time of disclosure of such
    information; (B) is independently developed by the receiving party
    without use of or reference to the other party’s Confidential
    Information, and without breaching any provisions of these Terms of
    Service; or (C) is thereafter rightly obtained by the receiving
    party from a source other than the disclosing party without
    breaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnification

  1. You expressly understand and agree that, to the extent permitted by
    applicable laws, Shopify and its suppliers will not be liable for
    any direct, indirect, incidental, special, consequential or
    exemplary damages, including but not limited to, damages for loss
    of profits, goodwill, use, data or other intangible losses arising
    out of or relating to the use of or inability to use the Service or
    these Terms of Service (however arising, including negligence).
  2. You agree to indemnify and hold us and (as applicable) our parent,
    subsidiaries, affiliates, Shopify partners, officers, directors,
    agents, employees, and suppliers harmless from any claim or demand,
    including reasonable attorneys’ fees, made by any third party due
    to or arising out of (a) your breach of these Terms of Service or
    the documents it incorporates by reference (including the AUP); (b)
    or your violation of any law or the rights of a third party; or (c)
    any aspect of the transaction between you and your Customer,
    including but not limited to refunds, fraudulent transactions,
    alleged or actual violation of applicable laws (including but not
    limited to Federal and State consumer protection laws), or your
    breach of the Terms of Service.
  3. You will be responsible for any breach of the Terms of Service by
    your affiliates, agents or subcontractors and will be liable as if
    it were your own breach.
  4. Your use of the Services is at your sole risk. The Services are
    provided on an “as is” and “as available” basis without any
    warranty or condition, express, implied or statutory.
  5. Shopify does not warrant that the Services will be uninterrupted,
    timely, secure, or error-free.
  6. Shopify does not warrant that the results that may be obtained from
    the use of the Services will be accurate or reliable.
  7. Shopify is not responsible for any of your tax obligations or
    liabilities related to the use of Shopify’s Services.
  8. Shopify does not warrant that the quality of any products,
    services, information, or other materials purchased or obtained by
    you through the Services will meet your expectations, or that any
    errors in the Services will be corrected.

8. Intellectual Property and Your Materials

8.1 Your Materials

  1. We do not claim ownership of the Materials you provide to Shopify;
    however, we do require a license to those Materials. You grant
    Shopify a non-exclusive, transferable, sub-licensable,
    royalty-free, worldwide right and license to host, use, distribute,
    expose, modify, run, copy, store, publicly perform, communicate to
    the public (including by telecommunication), broadcast, reproduce,
    make available, display, and translate, and create derivative works
    of any Materials provided by you in connection with the Services.
    We may use our rights under this license to operate, provide, and
    promote the Services and to perform our obligations and exercise
    our rights under the Terms of Service. You represent, warrant, and
    agree that you have all necessary rights in the Materials to grant
    this license. You irrevocably waive any and all moral rights you
    may have in the Materials in favour of Shopify and agree that this
    waiver may be invoked by anyone who obtains rights in the materials
    through Shopify, including anyone to whom Shopify may transfer or
    grant (including by way of license or sublicense) any rights in the
    Materials.
  2. If you owned the Materials before providing them to Shopify then,
    despite uploading them to your Shopify Store they remain yours,
    subject to any rights or licenses granted in the Terms of Service
    or elsewhere. You can remove your Shopify Store at any time by
    deleting your Account. Removing your Shopify Store does not
    terminate any rights or licenses granted to the Materials that
    Shopify requires to exercise any rights or perform any obligations
    that arose during the Term.
  3. You agree that Shopify can, at any time, review and delete any or
    all of the Materials submitted to the Services, although Shopify is
    not obligated to do so.
  4. You grant Shopify a non-exclusive, transferable, sub-licensable,
    royalty-free, worldwide right and license to use the names,
    trademarks, service marks and logos associated with your Store
    (“Your Trademarks”) to operate, provide, and promote the Services
    and to perform our obligations and exercise our rights under the
    Terms of Service. This license will survive any termination of the
    Terms of Service solely to the extent that Shopify requires the
    license to exercise any rights or perform any obligations that
    arose during the Term.

8.2 Shopify Intellectual Property

  1. You agree that you may not use any trademarks, logos, or service
    marks of Shopify, whether registered or unregistered, including but
    not limited to the word mark SHOPIFY, the word mark SHOP, the word
    mark SHOP PAY, and the “S” and shopping bag design mark (“Shopify
    Trademarks
    ”) unless you are authorized to do so by Shopify in
    writing. You agree not to use or adopt any marks that may be
    considered confusing with the Shopify Trademarks. You agree that
    any variations or misspellings of the Shopify Trademarks would be
    considered confusing with the Shopify Trademarks.
  2. You agree not to purchase, register, or use search engine or other
    pay-per-click keywords (such as Google Ads), trademarks, email
    addresses, social media names, or domain names (including without
    limitation top-level domains, sub-domains, and page URLs) that use
    or include Shopify or Shopify Trademarks or that use or include any
    terms that may be confusing with the Shopify Trademarks.
  3. You acknowledge and agree that the Terms of Service do not give you
    any right to implement Shopify patents.

9. Additional Services

9.1 POS Services

  1. In addition to the terms applicable to Services generally, the
    following terms apply to your access and use of the POS Services.
    The POS Services include the Shopify POS software (“POS Software”),
    the Shopify POS website, located at https://shopify.com/pos,
    programs, documentation, apps, tools, internet-based services and
    components, Shopify’s POS hardware (“POS Equipment”) and any
    updates thereto provided to you by Shopify.
  2. Access to and use of the POS Services requires that you have an
    active and valid Account.
  3. If your POS Services are enabled with Shopify Payments, you cannot
    concurrently use any other payment processing service. The payment
    gateway used for your POS Services must be the same as that used
    for your Online Services, if applicable.
  4. You can terminate your POS Services without terminating your
    Account or any other Services you subscribe to, and in such case,
    you will continue to be billed, and will pay for, the Services
    (other than the terminated POS Services).
  5. You agree to use the POS Services in accordance with all procedures
    that may be provided by Shopify from time to time.
  6. While the POS Services use encryption technology, and the law
    generally prohibits third parties from monitoring transmission, we
    cannot guarantee security with respect to the connection to the POS
    Services, and we will not be liable for any unauthorized access to
    or use of data transmitted via the POS Services.
  7. POS Equipment is purchased, and not leased. Purchase of the POS
    Equipment is subject to the POS Equipment Agreement, POS Equipment
    Agreement and Return Policy
    , applicable to your country.
    Upon payment by you for the POS Equipment, and confirmation to you of
    shipment of the POS equipment, you will acquire ownership of and title to the hardware
    components of the POS Equipment, and you will be licensed to access
    and use all POS Software installed in the POS Equipment (and any
    updates thereto), on a limited, non-exclusive, revocable,
    non-sublicensable, non-transferable basis, solely for the purposes
    of using the POS Services. Returns and refunds are not available
    for the Chip & Swipe Reader, Swipe (Audio Jack) and physical gift
    cards purchased from the Shopify Hardware Store.
  8. The Fees for POS Services will be determined based on the number of
    locations at which you are using the POS Services. Locations are
    defined by business address and are used for associating orders
    with a specific business address. Locations are added through the
    Shopify web administrative console associated with your Account.
    The number of locations using POS Services will also be detected by
    us and billed accordingly as part of your regular billing cycle. In
    the event of any discrepancy between the number of locations added
    by you through the Shopify web administrative console and the
    number of locations detected by Shopify, the number of locations
    detected by Shopify will be deemed to be correct.

9.2 Shopify Shipping

  1. You can purchase shipping labels from within your Shopify
    administrative console (“Shopify Shipping”) for delivery of goods
    purchased from you from your Shopify Store. In addition to these
    Terms of Service, your access to and use of Shopify Shipping is
    subject to the Shopify Shipping Terms of Service, located at
    (a) https://www.shopify.com/legal/terms-shipping-us if you are
    shipping from the United States;
    (b) https://www.shopify.com/legal/terms-shipping-ca, if you are
    shipping from Canada; and
    (c) https://www.shopify.com/legal/terms-shipping-global, if you are
    shipping from a location outside of Canada and the United States.

9.3 SMS Messaging

  1. The Services allow you to send certain communications to your
    customers by short message service (SMS) messaging (for example,
    sending order confirmation notifications via SMS) (the “SMS
    Services”). You will only use the SMS Services in compliance with
    these Terms of Service, any other applicable terms (including Nexmo
    Inc.’s Acceptable Use Policy and Twilio’s
    Acceptable Use Policy,
    as may be amended from time to time), and the laws of the
    jurisdiction from which you send messages, and in which your
    messages are received.

9.4 Theme Store

  1. You may establish the appearance of your Shopify Store with a
    design template from Shopify’s Theme Store (a “Theme”). If you
    download a Theme, you are licensed to use it for a single Store
    only. You are free to transfer a Theme to a second one of your own
    Stores if you close your first Store. To initiate a transfer of a
    Theme to a second one of your Stores, please contact Shopify
    Support. You are not permitted to transfer or sell a Theme to any
    other person’s Store on Shopify or elsewhere. Multiple Stores
    require multiple downloads and each download is subject to the
    applicable fee. Shopify gives no assurance that a particular Theme
    will remain available for additional downloads.
  2. You may modify the Theme to suit your Store. Shopify may add or
    modify the footer in a Theme that refers to Shopify at its
    discretion. Shopify may modify the Theme where it contains, in our
    sole discretion, an element that violates the Shopify AUP or other
    provisions of the Terms of Service, even if you received the Theme
    in that condition. Shopify may modify the Theme to reflect
    technical changes and updates as required.
  3. The intellectual property rights of the Theme remain the property
    of the designer. If you exceed the rights granted by your purchase
    of a Theme, the designer may take legal action against you, and,
    without prejudice to our other rights or remedies, Shopify may take
    administrative action such as modifying your Store or closing your
    Store.
  4. Technical support for a Theme is the responsibility of the
    designer, and Shopify accepts no responsibility to provide such
    support. Shopify may be able to help you contact the designer.
  5. It is the responsibility of the user, and not Shopify, to ensure
    that the installation of a new theme does not overwrite or damage
    the current or preexisting theme, or UI, of the user.

9.5 Shopify Email

You may generate or send email from your Account using the Shopify
email services (the “Email Services”). In addition to the terms
applicable to the Services generally (including Shopify’s
Acceptable Use Policy, and Privacy Policy), the following terms
apply to your access and use of the Email Services:

  1. Shopify employs certain controls to scan the content of emails you
    deliver using the Email Services prior to delivery (“Content
    Scanning
    ”). Such Content Scanning is intended to limit spam,
    phishing, or other malicious content that contravenes these Terms
    of Service, or Shopify’s Acceptable Use Policy (collectively,
    Threats”). By using the Email Services, you explicitly grant
    Shopify the right to employ such Content Scanning. Shopify does not
    warrant that the Email Services will be free from Threats, and each
    Shopify merchant is responsible for all content generated by their
    respective Stores.
  2. BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU
    AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL
    SERVICES REQUIREMENTS
    ”). SHOPIFY, OR ITS THIRD PARTY PROVIDERS, MAY
    SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES
    IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.
  3. Your use of the Email Services must comply with all applicable
    laws. Examples of applicable laws include laws relating to spam or
    unsolicited commercial email (“UCE”), privacy, security, obscenity,
    defamation, intellectual property, pornography, terrorism, homeland
    security, gambling, child protection, and other applicable laws. It
    is your responsibility to know and understand the laws applicable
    to your use of the Email Services and the emails you generate or
    send through the Email Services.
  4. Your use of the Email Services must comply with Shopify’s Privacy
    Policy. It is your responsibility to read and understand the
    Privacy Policy applicable to your use of the Email Services and the
    emails you generate or send through the Email Services.
  5. You will use commercially reasonable efforts not to send sensitive
    personal data, including information regarding an individual’s
    medical or health condition, race or ethnic origin, political
    opinions, religious or philosophical beliefs, or other sensitive
    data (collectively, “Sensitive Data”) through the Email Services.
    It is your responsibility to read and understand your obligations
    in relation to Sensitive Data.
  6. Your use of the Email Services must follow all applicable
    guidelines established by Shopify. The guidelines below are
    examples of practices that may violate the Email Services
    Requirements when generating, or sending emails through the Email
    Services:

    1. using non-permission based email lists (i.e., lists in which each
      recipient has not explicitly granted permission to receive emails
      from you by affirmatively opting-in to receive those emails);
    2. using purchased or rented email lists;
    3. using third party email addresses, domain names, or mail servers
      without proper permission;
    4. sending emails to non-specific addresses (e.g.,
      [email protected] or [email protected]);
    5. sending emails that result in an unacceptable number of spam or
      UCE complaints (even if the emails themselves are not actually
      spam or UCE);
    6. failing to include a working “unsubscribe” link in each email that
      allows the recipient to remove themselves from your mailing list;
    7. failing to comply with any request from a recipient to be removed
      from your mailing list within 10 days of receipt of the request;
    8. failing to include in each email a link to the then-current
      privacy policy applicable to that email;
    9. disguising the origin or subject matter of any email or falsifying
      or manipulating the originating email address, subject line,
      headers, or transmission path information for any email;
    10. failing to include in each email your valid physical mailing
      address or a link to that information; or
    11. including “junk mail,” “chain letters,” “pyramid schemes,
      incentives (e.g., coupons, discounts, awards, or other incentives)
      or other material in any email that encourages a recipient to
      forward the Email to another recipient.
  7. If you or a customer knows of or suspects any violations of the
    Email Services Requirements, please notify Shopify at
    [email protected]. Shopify will determine compliance with the
    Email Services Requirements in its discretion.
  8. Shopify’s Email Services utilize Third Party Providers, including
    SendGrid (a Twilio Company). Your use of the Email Services is
    subject to SendGrid’s Acceptable Use Policy
    as it may be amended by SendGrid from time to time.

9.6 Shop App

  1. The Shop app is a Shopify application that is available to Eligible
    Merchants (defined below) (the “Shop App”, more details
    here)
    to engage with customers that use the Shop App (each, a “Shop App
    User
    ”).
  2. The Shop App is deemed to be a part of the Services, and all terms
    applicable to the Services apply. Without limiting the generality
    of the preceding sentence, and subject to these Terms of Service
    and all applicable guidelines and policies, Shopify reserves the
    right to refuse a Merchant access to or use of all or part of the
    Shop App for any reason and at any time without prior notice. Only
    those Merchants who meet all merchant requirements and do not sell
    any prohibited products, as outlined in the Shop Merchant
    Guidelines

    (as may be amended from time to time), are eligible to access
    and use the Shop App Services (“Eligible Merchants”).
  3. We may display your Materials, including product or service
    listings, Your Trademarks and any other content, data, or
    information from your Shopify Store on the Shop App. While the Shop
    App enables Shop App Users to shop natively in the Shop App, the
    transaction is completed on your Shopify Store. For clarity and
    avoidance of doubt, Section 7 (Limitation of Liability) and Section
    8 (Intellectual Property) apply to the use of your Materials
    on the Shop App and your responsibility for your Materials and
    purchases made through your Shopify Store.
  4. Your Materials and your use of the Shop App must comply at all
    times with our Shop App Merchant Guidelines,
    these Terms of Service, the Additional Terms, all other
    applicable policies and guidelines, and applicable law.
  5. As in other areas of the Service, Shopify is not obligated to
    intervene in any dispute arising between you and your customers
    (including Shop App Users).
  6. On the Shop App, content is ranked by factors including relevance
    to a search query or a user’s interests, image quality, domain
    quality and how frequently other users have engaged with the content.
    For more information about how we display content on the Shop App, see our Shop App help documentation.
  7. If you do not wish for your Materials to be available in the Shop
    App, it is your responsibility to manage or deactivate this
    Service. If you have the Shop App merchant channel installed,
    please see instructions
    here.
    If you do not yet have the Shop App merchant channel installed on
    your Shopify Store, install it here.
    If the Shop App merchant channel is not currently supported in your
    country, please contact support to remove
    your Materials from the Shop App. Note that if you remove your
    Materials from the Shop App, Shop App Users who purchase from your
    Shopify Store will continue to be able to view, manage and track
    orders from your Shopify Store in the Shop App. If you delete your
    Shopify Account, your Materials will be removed from the Shop App.

9.7 Third Party Services, Experts, and Experts Marketplace

  1. Shopify may from time to time recommend, provide you with access
    to, or enable third party software, applications (“Apps”),
    products, services or website links (collectively, “Third Party
    Services
    ”) for your consideration or use, including via the Shopify
    App Store, or Experts Marketplace. Such Third Party Services are
    made available only as a convenience, and your purchase, access or
    use of any such Third Party Services is solely between you and the
    applicable third party services provider (“Third Party Provider”).
    In addition to these Terms of Service, you also agree to be bound
    by the additional service-specific terms applicable to services you
    purchase from, or that are provided by, Third Party Providers.
  2. Shopify Experts is an online directory of independent third
    parties (“Experts”) that can help you build and operate your
    Shopify Store.
  3. You can engage and work with an Expert directly or through Experts
    Marketplace. Experts Marketplace provides you with recommendations
    on Experts that can assist you with different aspects of your
    Store. Using Experts Marketplace, you can find, hire, and
    communicate with Experts directly from your Account admin.
  4. Any use by you of Third Party Services offered through the
    Services, Shopify Experts, Experts Marketplace or Shopify’s website
    is entirely at your own risk and discretion, and it is your
    responsibility to read the terms and conditions and/or privacy
    policies applicable to such Third Party Services before using them.
    In some instances, Shopify may receive a revenue share from Third
    Party Providers that Shopify recommends to you or that you
    otherwise engage through your use of the Services, Shopify Experts,
    Experts Marketplace or Shopify’s website.
  5. We do not provide any warranties or make representations to you
    with respect to Third Party Services. You acknowledge that Shopify
    has no control over Third Party Services and will not be
    responsible or liable to you or anyone else for such Third Party
    Services. The availability of Third Party Services on Shopify’s
    websites, including the Shopify App Store or Experts Marketplace,
    or the integration or enabling of such Third Party Services with
    the Services does not constitute or imply an endorsement,
    authorization, sponsorship, or affiliation by or with Shopify.
    Shopify does not guarantee the availability of Third Party Services
    and you acknowledge that Shopify may disable access to any Third
    Party Services at any time in its sole discretion and without
    notice to you. Shopify is not responsible or liable to anyone for
    discontinuation or suspension of access to, or disablement of, any
    Third Party Service. Shopify strongly recommends that you seek
    specialist advice before using or relying on Third Party Services,
    to ensure they will meet your needs. In particular, tax calculators
    should be used for reference only and not as a substitute for
    independent tax advice, when assessing the correct tax rates you
    should charge to your customers.
  6. If you install or enable a Third Party Service for use with the
    Services, you grant us permission to allow the applicable Third
    Party Provider to access your data and other Materials and to take
    any other actions as required for the interoperation of the Third
    Party Service with the Services, and any exchange of data or other
    Materials or other interaction between you and the Third Party
    Provider is solely between you and such Third Party Provider.
    Shopify is not responsible for any disclosure, modification or
    deletion of your data or other Materials, or for any corresponding
    losses or damages you may suffer, as a result of access by a Third
    Party Service or a Third Party Provider to your data or other
    Materials. Google Maps is a Third Party Service that is used within
    the Services. Your use of the Services is subject to your
    acceptance of the Google Maps and Earth Enterprise Universal
    Acceptable Use Policy, Google Maps and Google Earth Additional
    Terms of Service and Google Privacy Policy as it may be amended by
    Google from time to time.
  7. You acknowledge and agree that: (i) by submitting a request for
    assistance or other information through Experts Marketplace, you
    consent to being contacted by one or more Experts at the Primary
    Email Address (or such other email address provided by you) as well
    as the applicable user email address; and (ii) Shopify will receive
    all email communications exchanged via Experts Marketplace or in
    any reply emails (each a “Reply”) that originate from Experts
    Marketplace (directly or indirectly) between yourself and Experts.
    You further agree that Shopify may share your contact details and
    the background information that you submit via the Experts
    Marketplace with Experts. Experts may require access to certain
    admin pages on your Shopify Store. You choose the pages that the
    Experts can access.
  8. The relationship between you and any Third Party Provider is
    strictly between you and such Third Party Provider, and Shopify is
    not obligated to intervene in any dispute arising between you and a
    Third Party Provider.
  9. Under no circumstances will Shopify be liable for any direct,
    indirect, incidental, special, consequential, punitive,
    extraordinary, exemplary or other damages whatsoever, that result
    from any Third Party Services or your contractual relationship with
    any Third Party Provider, including any Expert. These limitations
    will apply even if Shopify has been advised of the possibility of
    such damages. The foregoing limitations will apply to the fullest
    extent permitted by applicable law.
  10. You agree to indemnify and hold us and (as applicable) our parent,
    subsidiaries, affiliates, Shopify partners, officers, directors,
    agents, employees, and suppliers harmless from any claim or
    demand, including reasonable attorneys’ fees, arising out of your
    use of a Third Party Service or your relationship with a Third
    Party Provider.

9.8 Beta Services

  1. From time to time, Shopify may, in its sole discretion, invite
    you to use, on a trial basis, pre-release or beta features that
    are in development and not yet available to all merchants
    (“Beta Services”). Beta Services are not part of the
    Services, and Beta Services may be subject to additional terms
    and conditions, which Shopify will provide to you prior to your
    use of the Beta Services. Such Beta Services and all associated
    conversations and materials relating thereto will be considered
    Shopify Confidential Information and subject to the
    confidentiality provisions in this agreement. Without limiting
    the generality of the foregoing, you agree that you will not make
    any public statements or otherwise disclose your participation in
    the Beta Services without Shopify’s prior written consent.
    Shopify makes no representations or warranties that the Beta
    Services will function. Shopify may discontinue the Beta Services
    at any time in its sole discretion. Shopify will have no
    liability for any harm or damage arising out of or in connection
    with a Beta Service. The Beta Services may not work in the same
    way as a final version. Shopify may change or not release a final
    or commercial version of a Beta Service in our sole discretion.

9.9 Shopify Pixel Manager

Shopify allows you to add pixels to your Shopify Store to enable you
or a third party to track customer events (the “Shopify Pixel Manager”). You may manage
your pixels from within the user interface in the administrative console
of your Shopify Store.

  1. In addition to the terms applicable to your use of the Services generally
    (including these Terms of Service, Shopify’s Acceptable Use Policy, and
    Privacy Policy), the following terms apply to your access to and use of the Shopify Pixel Manager;
    a. You will comply with all applicable laws and obtain all necessary
    consents from every site visitor and customer whose events you track;
    b. If you provide Shopify with any data collected using pixels, including
    names, email addresses, phone numbers, or other data that personally identifies
    an individual, you will obtain all necessary rights and consents prior to
    providing Shopify with the foregoing information;
    c. You agree that Shopify may disable any pixels that Shopify identifies as
    malicious, in Shopify’s sole discretion; and
    d. You will not, and will not allow any third parties to, use pixels;
    i. to engage in or promote any unlawful, infringing, defamatory or otherwise
    harmful activity; or
    ii. to disable, interfere with or circumvent any aspect of the Services.

  2. Shopify may collect information associated with the Shopify Pixel Manager, such as how pixels
    are used, and how and what scripts are added. Shopify may use this data to improve,
    maintain, protect and develop the Shopify Pixel Manager.

10. Feedback and Reviews

Shopify welcomes any ideas and/or suggestions regarding
improvements or additions to the Services. Under no circumstances
will any disclosure of any idea, suggestion or related material or
any review of the Services, Third Party Services or any Third Party
Provider (collectively, “Feedback”) to Shopify be subject to
any obligation of confidentiality or expectation of compensation.
By submitting Feedback to Shopify (whether submitted directly to
Shopify or posted on any Shopify hosted forum or page), you waive
any and all rights in the Feedback and that Shopify is free to
implement and use the Feedback if desired, as provided by you or as
modified by Shopify, without obtaining permission or license from
you or from any third party. Any reviews of a Third Party Service
or Third Party Provider that you submit to Shopify must be accurate
to the best of your knowledge, and must not be illegal, obscene,
threatening, defamatory, invasive of privacy, infringing of
intellectual property rights, or otherwise injurious to third
parties or objectionable. Shopify reserves the right (but not the
obligation) to remove or edit Feedback of Third Party Services or
Third Party Providers, but does not regularly inspect posted
Feedback.

11. DMCA Notice and Takedown Procedure

Shopify supports the protection of intellectual property and asks
Shopify merchants to do the same. It’s our policy to respond to all
notices of alleged copyright infringement. If someone believes that
one of our merchants is infringing their intellectual property
rights, they can send a DMCA Notice to Shopify’s designated agent
using our form. Upon receiving a DMCA Notice, we may remove or
disable access to the Materials claimed to be a copyright
infringement. Once provided with a notice of takedown, the merchant
can reply with a counter notification using our form if they object
to the complaint. The original complainant has 14 business days
after we receive a counter notification to seek a court order
restraining the merchant from engaging in the infringing activity,
otherwise we restore the material. Learn more at
Reporting Intellectual Property Infringement.

12. Privacy and Data Protection

  1. Shopify is firmly committed to protecting the privacy of your
    personal information and the personal information of your customers.
    By using the Service, you acknowledge and agree that Shopify’s
    collection, usage and disclosure of this personal information is
    governed by our Privacy Policy.

  2. To the extent that Shopify processes personal information of your
    customers as a “data processor” or “service provider” under certain
    data privacy or protection laws, including the EU or UK General Data
    Protection Regulation and the California Consumer Privacy Act, Shopify’s
    collection and use of personal information is also subject to our
    Data Processing Addendum.

13. Shopify Contracting Party

  1. If the billing address of your Store is located in the United
    States or Canada, this Section 13(1) applies to you:

    1. Shopify Contracting Party” means Shopify Inc., a Canadian
      corporation, with offices located at 151 O’Connor Street, Ground
      floor, Ottawa, Ontario, K2P 2L8.

    2. The parties irrevocably and unconditionally submit to the
      exclusive jurisdiction of the courts of the Province of Ontario
      with respect to any dispute or claim arising out of or in
      connection with the Terms of Service. The United Nations
      Convention on Contracts for the International Sale of Goods will
      not apply to these Terms of Service and is hereby expressly
      excluded.

  2. If the billing address of your Store is located in the Asia
    Pacific region
    (including Australia,
    New Zealand, China, Japan, Singapore), this Section 13(2) applies
    to you:

    1. Shopify Contracting Party” means Shopify Commerce
      Singapore Pte. Ltd, a corporation formed under the laws of
      Singapore, with offices located at 77 Robinson Road, #13-00
      Robinson 77, Singapore 068896.

    2. The parties irrevocably agree that the courts of Singapore are
      to have exclusive jurisdiction to settle any dispute which may
      arise out of or in connection with the Terms of Service and that
      accordingly any proceedings arising out of or in connection with
      the Terms of Service will be brought in such courts. The United
      Nations Convention on Contracts for the International Sale of
      Goods will not apply to these Terms of Service and is hereby
      expressly excluded.

  3. If the billing address of your Store is located in EMEA
    region
    or other jurisdictions not listed in
    Section 13(1) or 13(2), including Europe and Russia, the Middle
    East, Africa, South America, Caribbean, or Mexico this Section
    13(3) applies to you:

    1. Shopify Contracting Party” means Shopify International
      Limited, a private company limited by shares, incorporated in
      Ireland under registration number 560279, with its registered
      offices located at 2nd Floor Victoria Buildings, 1-2 Haddington
      Road, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH and
      its website is at https://shopify.com/.

    2. You irrevocably and unconditionally agree to submit to the
      jurisdiction of Irish courts, which have jurisdiction to settle
      any disputes which may arise out of or in connection with the
      validity, effect, interpretation or performance of these Terms of
      Service and you similarly irrevocably and unconditionally waive
      any objection to any claim that any suit, action or proceeding
      has been brought by Shopify in any other jurisdiction. The United
      Nations Convention on Contracts for the International Sale of
      Goods will not apply to these Terms of Service and is hereby
      expressly excluded.

14. Term and Termination

  1. The term of these Terms of Service will begin on the date of
    your completed registration for use of a Service and continue until
    terminated by us or by you, as provided below (the “Term”).

  2. You may cancel your Account and terminate the Terms of Service
    at any time by contacting Shopify Support and
    then following the specific instructions indicated to you in
    Shopify’s response.

  3. Without limiting any other remedies, we may suspend or terminate
    your Account or the Terms of Service for any reason, without notice
    and at any time (unless otherwise required by law), including if we
    suspect that you (by conviction, settlement, insurance or escrow
    investigation, or otherwise) have engaged in fraudulent activity in
    connection with the use of the Services. Termination of
    the Terms of Service will be without prejudice to any rights or
    obligations which arose prior to the date of termination.

  4. Upon termination of the Services by either party for any reason:

    1. Shopify will cease providing you with the Services and you
      will no longer be able to access your Account;

    2. unless otherwise provided in the Terms of Service, you will
      not be entitled to any refunds of any Fees, pro rata or
      otherwise;

    3. any outstanding balance owed to Shopify for your use of the
      Services through the effective date of such termination will
      immediately become due and payable in full; and

    4. your Shopify Store will be taken offline.

  5. If you purchased a domain name through Shopify, upon
    cancellation your domain will no longer be automatically renewed.
    Following termination, it will be your sole responsibility to
    handle all matters related to your domain with the domain provider.

  6. If there are any outstanding Fees owed by you at the date of
    termination of the Service, you will receive one final invoice via
    email. Once that invoice has been paid in full, you will not be
    charged again.

15. Modifications

  1. We reserve the right, in our sole and absolute discretion, to
    update or change any portion of the Terms of Service at any time.
    We will provide you with reasonable advance notice of changes to
    the Terms of Service that materially adversely affect your use of
    the Services or your rights under the Terms of Service by sending
    an email to the Primary Email Address, providing notice through the
    Shopify administrative console, or by similar means. However,
    Shopify may make changes that materially adversely affect your use
    of the Services or your rights under the Terms of Service at any
    time and with immediate effect (i) for legal, regulatory, fraud and
    abuse prevention, or security reasons; or (ii) to restrict products
    or activities that we deem unsafe, inappropriate, or offensive.
    Unless we indicate otherwise in our notice (if applicable), any
    changes to the Terms of Service will be effective immediately upon
    posting of such updated terms at this location. Your continued
    access to or use of the Services after we provide such notice, if
    applicable, or after we post such updated terms, constitutes your
    acceptance of the changes and consent to be bound by the Terms of
    Service as amended. If you do not agree to the amended Terms of
    Service, you must stop accessing and using the Services.

  2. Shopify may change the Fees for the Services from
    time-to-time. We will provide you with 30 days advanced notice
    prior to any changes in Fees by sending an email to the Primary
    Email Account, providing notice through the Shopify administrative
    console, or by similar means. Shopify will not be liable to you or
    to any third party for any modification, price change, suspension
    or discontinuance of the Services (or any part thereof).

16. General Conditions

  1. The Terms of Service, including the documents it incorporates by
    reference, constitute the entire agreement between you and Shopify
    and govern your use of the Services and your Account, superseding
    any prior agreements between you and Shopify (including, but not
    limited to, any prior versions of the Terms of Service).

  2. The failure of Shopify to exercise or enforce any right or
    provision of the Terms of Service will not constitute a waiver of
    such right or provision. If any provision of the Terms of Service,
    including all terms and conditions and other documents it
    incorporates by reference, is held by a court of competent
    jurisdiction to be contrary to law, such provision will be changed
    and interpreted so as to best accomplish the objectives of the
    original provision to the fullest extent allowed by law, and the
    remaining provision of the Terms of Service will remain in full
    force and effect.

  3. Save for Shopify and its affiliates, you or anyone accessing
    Shopify Services pursuant to these Terms of Service, unless
    otherwise provided in these Terms of Service, no person or entity
    who is not a party to these Terms of Service will have any right to
    enforce any term of these Terms of Service, regardless of whether
    such person or entity has been identified by name, as a member of a
    class or as answering a particular description. For the avoidance
    of doubt, this will not affect the rights of any permitted assignee
    or transferee of these Terms.

  4. The Terms of Service will be governed by and interpreted in
    accordance with the laws of the Province of Ontario and the laws of
    Canada applicable therein, without regard to principles of
    conflicts of laws.

  5. The Terms of Service may be available in languages other than
    English. To the extent of any inconsistencies or conflicts between
    these English Terms of Service and Shopify’s Terms of Service
    available in another language, the most current English version of
    the Terms of Service at https://www.shopify.com/legal/aup will prevail. Any disputes
    arising out of these Terms of Service will be resolved in English
    unless otherwise determined by Shopify (acting in its sole
    discretion) or as required by applicable law.

  6. All the terms and provisions of the Terms of Service will be
    binding upon and inure to the benefit of the parties to the Terms
    of Service and to their respective heirs, successors, permitted
    assigns and legal representatives. Shopify will be permitted to
    assign these Terms of Service without notice to you or consent from
    you. You will have no right to assign or otherwise transfer the
    Terms of Service, or any of your rights or obligations hereunder,
    to any third party without Shopify’s prior written consent, to be
    given or withheld in Shopify’s sole discretion.

  7. If any provision, or portion of the provision, in these Terms of
    Service is, for any reason, held to be invalid, illegal or
    unenforceable in any respect, then such invalidity, illegality or
    unenforceability will not affect any other provision (or the
    unaffected portion of the provision) of the Terms of Service, and
    the Terms of Service will be construed as if such invalid, illegal
    or unenforceable provision, or portion of the provision, had never
    been contained within the Terms of Service.

  8. On termination, all related rights and obligations under the
    Terms of Service immediately terminate, except that (a) you will
    remain responsible for performing all of your obligations in
    connection with transactions entered into before termination and
    for any liabilities that accrued before or as a result of
    termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6
    (Confidentiality), 7 (Limitation of Liability and Indemnification),
    8.1 (Intellectual Property and Your Materials), 9.7(8)-(10) (Third
    Party Services, Experts, and Experts Marketplace), 10 (Feedback and
    Reviews), 12 (Privacy and Data Protection), 13 (Shopify Contracting
    Party), 14 (Cancellation and Termination), 15(1) (Modifications),
    and 16 (General Conditions) will survive the termination or
    expiration of these Terms of Service.


Shopify Inc.
151 O’Connor Street, Ground floor
Ottawa, ON K2P 2L8
Canada