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