Shopify Terms of Service (2024)

Last updated on: March 1, 2023

Welcome to Shopify! By signing up for a Shopify Account (as defined inSection 1) or by using any Shopify Services (as defined below), youare agreeing to be bound by the following terms and conditions (the“Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and“Shopify” means the applicable Shopify Contracting Party (asdefined in Section 13 below), and “you” means the Shopify User (ifregistering for or using a Shopify Service as an individual), or thebusiness employing the Shopify User (if registering for or using aShopify Service as a business)and any of its affiliates.

Shopify provides a complete commerce platform that enables merchants tounify their commerce activities. Among other features, this platformincludes a range of tools for merchants to build and customize onlinestores, sell in multiple places (including web, mobile, social media,online marketplaces and other online locations (“Online Services”) andin person (“POS Services”)), manage products, inventory, payments,fulfillment, shipping, business operations, marketing and advertising,and engage with existing and potential customers. Any such service orservices offered by Shopify are referred to in these Terms of Servicesas the “Service(s)”. Any new features or tools which are added tothe current Services will also be subject to the Terms of Service.You can review the current version of the Terms of Service at anytime at https://shopify.com/legal/terms.

You must read, agree with and accept all of the terms and conditionscontained or expressly referenced in these Terms of Service,including Shopify’s Acceptable Use Policy (“AUP”) andPrivacy Policy, and, ifapplicable, the Supplementary Terms of Service for E.U. Merchants ("EU Terms"),the Shopify API License and Terms of Use (“API Terms”)and the Shopify Data Processing Addendum (“DPA”)before you may sign up for a Shopify Account or use any Shopify Service.Additionally, if you offer goods or services in relation to COVID-19, you mustread, acknowledge and agree to the Rules of Engagement for Sale of COVID-19Related Products.

Everyday language summaries are provided for convenience only andappear in bold near each section, but these summaries are not legallybinding. Please read the Terms of Service, including any documentreferred to in these Terms of Service, for the complete picture of yourlegal requirements. By using Shopify or any Shopify services, you areagreeing to these terms. Be sure to occasionallycheck back for updates.

1. Account Terms

  1. To access and use the Services, you must register for a Shopifyaccount (“Account”). To complete your Account registration, youmust provide us with your full legal name, business address, phonenumber, a valid email address, and any other information indicatedas required. Shopify may reject your application for an Account, orcancel 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 ofmajority in the jurisdiction where you reside and from which youuse the Services to open an Account.
  3. You confirm that you are receiving any Services provided by Shopifyfor the purposes of carrying on a business activity and not for anypersonal, household or family purpose.
  4. You acknowledge that Shopify will use the email address you provideon opening an Account or as updated by you from time to time as theprimary method for communication with you (“Primary EmailAddress”). You must monitor the Primary Email Address you provideto Shopify and your Primary Email Address must be capable of bothsending and receiving messages. Your email communications withShopify can only be authenticated if they come from your PrimaryEmail Address.
  5. You are responsible for keeping your password secure. Shopifycannot and will not be liable for any loss or damage from yourfailure to maintain the security of your Account and password.We may request additional security measures at any time and reservethe right to adjust these requirements at our discretion.
  6. Technical support in respect of the Services is only provided toShopify Users. Questions about the Terms of Service should be sentto Shopify Support.
  7. You agree not to reproduce, duplicate, copy, sell, resell orexploit any portion of the Service, use of the Services, or accessto the Services without the express written permission by Shopify.
  8. You agree not to work around, bypass, or circumvent any of the technicallimitations of the Services, including to process orders outside Shopify’sCheckout, use any tool to enable features or functionalities that areotherwise disabled in the Services, or decompile, disassemble or otherwisereverse engineer the Services.
  9. You agree not to access the Services or monitor any material orinformation from the Services using any robot, spider, scraper, orother automated means.
  10. You understand that your Materials may be transferred unencryptedand involve (a) transmissions over various networks; and (b)changes to conform and adapt to technical requirements ofconnecting networks or devices. “Materials” means YourTrademarks, copyright content, any products or services you sellthrough the Services (including description and price), and anyphotos, images, videos, graphics, written content, audio files,code, information, or other data provided or made available by youor 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 byopening an Account will be the contracting party (“Store Owner”)for the purposes of our Terms of Service and will be the person whois authorized to use any corresponding Account we may provide tothe Store Owner in connection with the Service. You are responsiblefor ensuring that the name of the Store Owner (including the legalname of the company that owns the Store, if applicable) is clearlyvisible 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 forthe Services on behalf of your employer, then you must use youremployer-issued email address and you represent and warrant thatyou have the authority to bind your employer to our Terms ofService.
  3. Your Shopify Store can only be associated with one Store Owner. AStore Owner may have multiple Shopify Stores. You agree to useShopify Checkout for your store. “Store” means the online store(whether hosted by Shopify or on a third party website), or anystorefront built on top of the Storefront API) or physical retaillocation(s) associated with the Account.

2.2 Staff Accounts

  1. Based on your Shopify pricing plan, you can create one or morestaff accounts (“Staff Accounts”) allowing other people toaccess the Account. Each Staff Account must include a full legalname and a valid email account. With Staff Accounts, the StoreOwner can set permissions and let other people work in theirAccount while determining the level of access by Staff Accounts tospecific business information (for example, you can limit StaffAccount access to sales information on the Reports page or preventStaff Accounts from changing general store settings).
  2. The Store Owner is responsible for: (a) ensuring its employees,agents and subcontractors, including via Staff Accounts, complywith these Terms of Service; and (b) any breach of these Terms ofService by the Store Owner’s employees, agents or subcontractors.The Store Owner acknowledges and agrees that Store Owner will beresponsible for the performance of all of its obligations under theAgreement, regardless of whether it sublicenses or subcontracts anysuch obligations to any third party, including but not limited toany affiliates or subsidiaries of Store Owner.
  3. The Store Owner and the users under Staff Accounts are eachreferred 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 aPayPal Express Checkout account on your behalf, using your PrimaryEmail Address. Depending on your location, Shopify may also createa Shopify Payments account on your behalf.
  2. You acknowledge that PayPal Express Checkout and/or ShopifyPayments will be your default payments gateway(s) and that it isyour sole responsibility as the Store Owner to activate andmaintain these accounts. If you do not wish to keep either of thepayment accounts active, it is your responsibility to deactivatethem. For the avoidance of doubt, PayPal Express Checkout is aThird Party Service, as defined in Section 9.7.1 of these Terms ofService.

2.4 Shop Pay

  1. Upon completion of sign up for the Service, if you have beenenrolled in Shopify Payments, Shop Pay will automatically appear asan accelerated checkout option on your checkout page. If you do notwish for Shop Pay to appear on your Store, it is yourresponsibility to remove it by managing your accelerated checkoutsin your Shopify administrative console.
  2. If your customers have enabled Shop Pay, customers may purchasegoods and services from your Shopify Store using Shop Pay.
  3. By using Shop Pay on your Shopify Store, you agree to be bound bythe Shop Pay Merchant Terms of Service,as they may be amended by Shopify from time to time. If Shopifyamends the Shop Pay Merchant Terms of Service, amendments areeffective as of the date of posting. Your continued use of Shop Payon your Store after the amended Shop Pay Merchant Terms of Serviceare posted constitutes your agreement to, and acceptance of, theamended Shop Pay Merchant Terms of Service. If you do not agree toany changes to the Shop Pay Merchant Terms of Service, it is yourresponsibility to remove Shop Pay by managing your acceleratedcheckouts in your Shopify administrative console.

2.5 Apple Pay for Safari Account

  1. Upon completion of sign up for the Service, Shopify will create anApple 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 Payaccount on your behalf, otherwise you will be required to activateyour Apple Pay account within your Account admin. If you do notwish to keep your Apple Pay account active, it is yourresponsibility to deactivate it. For the avoidance of doubt, ApplePay is a Third Party Service, as defined in Section 9.7.1 of theseTerms of Service.
  2. If you use an Apple Pay supported payment gateway and yourcustomers have enabled Apple Pay on their device, customers maypurchase goods and services from your Store using Apple Pay.
  3. By using Apple Pay on your Store, you are agreeing to be bound bythe Apple Pay Platform Web Merchant Terms and Conditions,as they may be amended by Apple from time to time. If Appleamends 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 PlatformWeb Merchant Terms are effective as of the date of posting. Yourcontinued use of Apple Pay on your Store after the amended ApplePay Platform Web Merchant Terms are posted constitutes youragreement to, and acceptance of, the amended Apple Pay Platform WebMerchant Terms. If you do not agree to any changes to the Apple PayPlatform Web Merchant Terms, de-activate your Apple Pay account anddo 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 beenenrolled in Shopify Payments, Shopify will also create a Google Payaccount on your behalf. If you do not wish to keep your Google Payaccount active, it is your responsibility to deactivate it. For theavoidance of doubt, Google Pay is a Third Party Service, as definedin Section 9.7.1 of these Terms of Service.
  2. If you use a Google Pay supported payment gateway and yourcustomers have enabled Google Pay, customers may purchase goods andservices from your Store using Google Pay.
  3. By using Google Pay on your Store, you are agreeing to be bound bythe Google Pay API Terms of Service,as they may be amended by Google from time to time. If Googleamends the Google Pay API Terms of Service, the amended andrestated version will be posted here: https://payments.developers.google.com/terms/sellertos.Such amendments to the Google Pay API Terms of Service areeffective as of the date of posting. Your continued use of GooglePay on your Store after the amended Google Pay API Terms of Serviceare posted constitutes your agreement to, and acceptance of, theamended Google Pay API Terms of Service. If you do not agree to anychanges to the Google Pay API Terms of Service, deactivate yourGoogle Pay account and do not continue to use Google Pay on yourStore.

2.7 Meta Pay

  1. Upon completion of sign up for the Service, if you have beenenrolled in Shopify Payments, Shopify will also create a MetaPay account on your behalf. If you do not wish to keep yourMeta Pay account active, it is your responsibility todeactivate it. For the avoidance of doubt, Meta Pay is a ThirdParty Service, as defined in Section 9.7.1 of these Terms ofService.
  2. If you use a Meta Pay supported payment gateway and yourcustomers have enabled Meta Pay, customers may purchase goodsand services from your Store using Meta Pay.
  3. By using Meta Pay on your Store, you are agreeing to be boundbythe Meta Pay Merchant Terms and Conditions,as they may be amended by Meta from time to time. If Metaamends theMeta Pay Merchant Terms and Conditions,such amendments will be effective as of the date of posting byMeta. Your continued use of Meta Pay on your Store aftertheamended Meta Pay Merchant Terms and Conditionsare posted constitutes your agreement to, and acceptance of, theamended Meta Pay Merchant Terms and Conditions.If you do not agree to any changes to theMeta Pay Merchant Terms and Conditions,de-activate your Meta Pay account and do not continue to useMeta Pay on your Store.

2.8 Amazon Pay

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

2.9 Domain Names

  1. Upon purchasing a domain name through Shopify, domain registrationwill be preset to automatically renew each year so long as yourShopify Account remains active. You acknowledge that it is yoursole responsibility to deactivate the auto-renewal function shouldyou choose to do so.

3. Shopify Rights

  1. The Services have a range of features and functionalities. Not allServices or features will be available to all Merchants at alltimes and we are under no obligation to make any Services orfeatures available in any jurisdiction. Except where prohibited inthese Terms of Service or by applicable law, we reserve the rightto modify the Services or any part thereof for any reason, withoutnotice and at any time.
  2. Shopify does not pre-screen Materials and it is in our solediscretion to refuse or remove any Materials from any part of theServices, including if we determine in our sole discretion that thegoods or services that you offer through the Services, or theMaterials uploaded or posted to the Services, violate our AUP orthese Terms of Service.
  3. Verbal or written abuse of any kind (including threats of abuse orretribution) of any Shopify employee, member, or officer willresult in immediate Account termination.
  4. We reserve the right to provide our Services to your competitorsand make no promise of exclusivity. You further acknowledge andagree that Shopify employees and contractors may also be Shopifycustomers or merchants and that they may compete with you, althoughthey may not use your Confidential Information (as defined inSection 6) in doing so.
  5. In the event of a dispute regarding Account ownership, we reservethe right to request documentation to determine or confirm Accountownership. Documentation may include, but is not limited to, ascanned copy of your business license, government issued photo ID,the last four digits of the credit card on file, or confirmation ofyour 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 rightfulStore Owner. If we are unable to reasonably determine the rightfulStore Owner, without prejudice to our other rights and remedies,Shopify reserves the right to temporarily suspend or disable anAccount until resolution has been determined between the disputingparties.

4. Your Responsibilities

  1. You acknowledge and agree to provide public-facing contactinformation, a refund policy and order fulfilment timelines on yourShopify Store.
  2. You acknowledge and agree that the Services are not a marketplace,and any contract of sale made through the Services is directlybetween you and the customer. You are the seller of record for allitems you sell through the Services. You are responsible for thecreation and operation of your Shopify Store, your Materials, thegoods and services that you may sell through the Services, and allaspects of the transactions between you and your customer(s). Thisincludes, but is not limited to, authorizing the charge to thecustomer in respect of the customer’s purchase, refunds, returns,fulfilling any sales or customer service, fraudulent transactions,required legal disclosures, regulatory compliance, alleged oractual violation of applicable laws (including but not limited toconsumer protection laws in any jurisdiction where you offerproducts or services for sale), or your breach of these Terms ofService. You represent and warrant that your Store, your Materialsand the goods and services you sell through the Services will betrue, accurate, and complete, and will not violate any applicablelaws, regulations or rights of third parties. For the avoidance ofdoubt, Shopify will not be the seller or merchant or record andwill have no responsibility for your Store or items sold tocustomers through the Services.
  3. You are solely responsible for the goods or services that you maysell through the Services (including description, price, fees, taxthat you calculate, defects, required legal disclosures, regulatorycompliance, offers or promotional content), including compliancewith any applicable laws or regulations.
  4. You may not use the Shopify Services for any illegal orunauthorized purpose nor may you, in the use of the Service,violate any laws in your jurisdiction (including but not limited tocopyright laws), the laws applicable to you in your customer’sjurisdiction, 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 therequirements of any license or permit that may be necessary tooperate your store or that may be held by you) in your use of theService and your performance of obligations under the Terms ofService.
  5. The API Terms govern youraccess to and use of the Shopify API (as defined therein). You aresolely responsible for the activity that occurs using your APICredentials (as defined in the API Terms) and for keeping your APICredentials secure.
  6. You agree to use Shopify Checkout for any sales associated with youronline store. “Shopify Checkout” means Shopify’s checkout experiencethat allows Customers to enter their shipping information and paymentdetails 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 OnlineService and/or POS Services (“Subscription Fees”) and any otherapplicable fees, including but not limited to applicable feesrelating to the value of sales made through your Store when usingall payment providers other than Shopify Payments (“TransactionFees”), and any fees relating to your purchase or use of anyproducts or services such as Shopify Payments, POS Equipment,shipping, apps, Themes, domain names, Experts Marketplace, or ThirdParty Services (“Additional Fees”). Together, the SubscriptionFees, Transaction Fees and the Additional Fees are referred to asthe “Fees”.
  2. You must keep a valid payment method on file with us to pay for allincurred and recurring Fees. Shopify will charge applicable Fees toany valid payment method that you authorize (“Authorized PaymentMethod”), and Shopify will continue to charge the AuthorizedPayment Method for applicable Fees until the Services areterminated, and any and all outstanding Fees have been paid infull. Unless otherwise indicated, all Fees and other charges are inU.S. dollars, and all payments will be in U.S. currency.
  3. Subscription Fees are paid in advance and will be billed in 30 dayintervals (each such date, a “Billing Date”). Transaction Fees andAdditional Fees will be charged from time to time at Shopify’sdiscretion. You will be charged on each Billing Date for alloutstanding Fees that have not previously been charged. Fees willappear on an invoice, which will be sent to the Store Owner via thePrimary Email Address provided. As well, an invoice will appear onthe Account page of your Store’s administrative console. Users haveapproximately two weeks to bring up and settle any issues with thebilling of Subscription Fees.
  4. If we are not able to process payment of Fees using an AuthorizedPayment Method, we may make subsequent attempts to process paymentusing any Authorized Payment Method. If we are unable to successfullyprocess payment of Fees using an Authorized Payment Method within28 days of our initial attempt, we may suspend and revoke accessto your Account and the Services. Your Account will be reactivatedupon your payment of any outstanding Fees, plus the Fees applicableto your next billing cycle. You may not be able to access your Accountor your storefront during any period of suspension. If the outstandingFees remain unpaid for 60 days following the date of suspension,Shopify reserves the right to terminate your Account in accordancewith Section 14.
  5. All Fees are exclusive of applicable federal, provincial, state,local or other governmental sales, goods and services (includingGoods and Sales Tax under the Goods and Services Tax Act, Chapter117A of Singapore), harmonized or other taxes, fees or charges nowin force or enacted in the future (“Taxes”).
  6. You are responsible for all applicable Taxes that arise from or asa result of your subscription to or purchase of Shopify’s productsand services. To the extent that Shopify charges these Taxes, theyare calculated using the tax rates that apply based on the billingaddress you provide to us. Such amounts are in addition to the Feesfor such products and services and will be billed to yourAuthorized Payment Method. If you are exempt from payment of suchTaxes, you must provide us with evidence of your exemption, whichin some jurisdictions includes an original certificate thatsatisfies applicable legal requirements attesting to tax-exemptstatus. Tax exemption will only apply from and after the date wereceive evidence satisfactory to Shopify of your exemption. If youare not charged Taxes by Shopify, you are responsible fordetermining if Taxes are payable, and if so, self-remitting Taxesto the appropriate tax authorities in your jurisdiction.
  7. For the avoidance of doubt, all sums payable by you to Shopifyunder these Terms of Service will be paid free and clear of anydeductions or withholdings whatsoever. Other than Taxes charged byShopify to you and remitted to the appropriate tax authorities onyour behalf, any deductions or withholdings that are required bylaw will be borne by you and paid separately to the relevanttaxation authority. Shopify will be entitled to charge the fullamount of Fees stipulated under these Terms of Service to yourAuthorized Payment Method ignoring any such deduction orwithholding 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 aresult of any sale on your Shopify Store or your use of theServices. The Services are not a marketplace. Any contract of salemade through the Services is directly between you and the customer.
  9. You must maintain an accurate location in the administrativeconsole of your Shopify Store. If you change jurisdictions you mustpromptly update your location in the administrative console.
  10. Shopify does not provide refunds.

6. Confidentiality

  1. Confidential Information” will include, but will not be limitedto, any and all information associated with a party’s business andnot publicly known, including specific business information,technical processes and formulas, software, customer lists,prospective customer lists, names, addresses and other informationregarding customers and prospective customers, product designs,sales, costs (including any relevant processing fees), price lists,and other unpublished financial information, business plans andmarketing data, and any other confidential and proprietaryinformation, whether or not marked as confidential or proprietary.Shopify’s Confidential Information includes all information thatyou receive relating to us, or to the Services, that is not knownto the general public including information related to our securityprogram and practices.
  2. Each party agrees to use the other party’s Confidential Informationsolely as necessary for performing its obligations under theseTerms of Service and in accordance with any other obligations inthese Terms of Service including this Section 6. Each party agreesthat it will take all reasonable steps, at least substantiallyequivalent to the steps it takes to protect its own proprietaryinformation, to prevent the duplication, disclosure or use of anysuch Confidential Information, other than (i) by or to itsemployees, agents and subcontractors who must have access to suchConfidential Information to perform such party’s obligationshereunder, who each will treat such Confidential Information asprovided herein, and who are each subject to obligations ofconfidentiality to such party that are at least as stringent asthose contained herein; or (ii) as required by any law, regulation,or order of any court of proper jurisdiction over the parties andthe subject matter contained in these Terms of Service, providedthat, if legally permitted, the receiving party will give thedisclosing party prompt written notice and use commerciallyreasonable efforts to ensure that such disclosure is accordedconfidential treatment. Confidential Information will not includeany information that the receiving party can prove: (A) was alreadyin the public domain, or was already known by or in the possessionof the receiving party, at the time of disclosure of suchinformation; (B) is independently developed by the receiving partywithout use of or reference to the other party’s ConfidentialInformation, and without breaching any provisions of these Terms ofService; or (C) is thereafter rightly obtained by the receivingparty from a source other than the disclosing party withoutbreaching any provision of these Terms of Service.

7. Limitation of Liability and Indemnification

  1. You expressly understand and agree that, to the extent permitted byapplicable laws, Shopify and its suppliers will not be liable forany direct, indirect, incidental, special, consequential orexemplary damages, including but not limited to, damages for lossof profits, goodwill, use, data or other intangible losses arisingout of or relating to the use of or inability to use the Service orthese 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 dueto or arising out of (a) your breach of these Terms of Service orthe 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 notlimited to Federal and State consumer protection laws), or yourbreach of the Terms of Service.
  3. You will be responsible for any breach of the Terms of Service byyour affiliates, agents or subcontractors and will be liable as ifit were your own breach.
  4. Your use of the Services is at your sole risk. The Services areprovided on an “as is” and “as available” basis without anywarranty 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 fromthe use of the Services will be accurate or reliable.
  7. Shopify is not responsible for any of your tax obligations orliabilities 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 byyou through the Services will meet your expectations, or that anyerrors 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 grantShopify a non-exclusive, transferable, sub-licensable,royalty-free, worldwide right and license to host, use, distribute,expose, modify, run, copy, store, publicly perform, communicate tothe public (including by telecommunication), broadcast, reproduce,make available, display, and translate, and create derivative worksof any Materials provided by you in connection with the Services.We may use our rights under this license to operate, provide, andpromote the Services and to perform our obligations and exerciseour rights under the Terms of Service. You represent, warrant, andagree that you have all necessary rights in the Materials to grantthis license. You irrevocably waive any and all moral rights youmay have in the Materials in favour of Shopify and agree that thiswaiver may be invoked by anyone who obtains rights in the materialsthrough Shopify, including anyone to whom Shopify may transfer orgrant (including by way of license or sublicense) any rights in theMaterials.
  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 Serviceor elsewhere. You can remove your Shopify Store at any time bydeleting your Account. Removing your Shopify Store does notterminate any rights or licenses granted to the Materials thatShopify requires to exercise any rights or perform any obligationsthat arose during the Term.
  3. You agree that Shopify can, at any time, review and delete any orall of the Materials submitted to the Services, although Shopify isnot 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 Servicesand to perform our obligations and exercise our rights under theTerms of Service. This license will survive any termination of theTerms of Service solely to the extent that Shopify requires thelicense to exercise any rights or perform any obligations thatarose during the Term.

8.2 Shopify Intellectual Property

  1. You agree that you may not use any trademarks, logos, or servicemarks of Shopify, whether registered or unregistered, including butnot limited to the word mark SHOPIFY, the word mark SHOP, the wordmark SHOP PAY, and the “S” and shopping bag design mark (“ShopifyTrademarks”) unless you are authorized to do so by Shopify inwriting. You agree not to use or adopt any marks that may beconsidered confusing with the Shopify Trademarks. You agree thatany variations or misspellings of the Shopify Trademarks would beconsidered confusing with the Shopify Trademarks.
  2. You agree not to purchase, register, or use search engine or otherpay-per-click keywords (such as Google Ads), trademarks, emailaddresses, social media names, or domain names (including withoutlimitation top-level domains, sub-domains, and page URLs) that useor include Shopify or Shopify Trademarks or that use or include anyterms that may be confusing with the Shopify Trademarks.
  3. You acknowledge and agree that the Terms of Service do not give youany right to implement Shopify patents.

9. Additional Services

9.1 POS Services

  1. In addition to the terms applicable to Services generally, thefollowing 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 andcomponents, Shopify’s POS hardware (“POS Equipment”) and anyupdates thereto provided to you by Shopify.
  2. Access to and use of the POS Services requires that you have anactive and valid Account.
  3. If your POS Services are enabled with Shopify Payments, you cannotconcurrently use any other payment processing service. The paymentgateway used for your POS Services must be the same as that usedfor your Online Services, if applicable.
  4. You can terminate your POS Services without terminating yourAccount 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 proceduresthat may be provided by Shopify from time to time.
  6. While the POS Services use encryption technology, and the lawgenerally prohibits third parties from monitoring transmission, wecannot guarantee security with respect to the connection to the POSServices, and we will not be liable for any unauthorized access toor use of data transmitted via the POS Services.
  7. POS Equipment is purchased, and not leased. Purchase of the POSEquipment is subject to the POS Equipment Agreement, POS EquipmentAgreement and Return Policy, applicable to your country.Upon payment by you for the POS Equipment, and confirmation to you ofshipment of the POS equipment, you will acquire ownership of and title to the hardwarecomponents of the POS Equipment, and you will be licensed to accessand use all POS Software installed in the POS Equipment (and anyupdates thereto), on a limited, non-exclusive, revocable,non-sublicensable, non-transferable basis, solely for the purposesof using the POS Services. Returns and refunds are not availablefor the Chip & Swipe Reader, Swipe (Audio Jack) and physical giftcards purchased from the Shopify Hardware Store.
  8. The Fees for POS Services will be determined based on the number oflocations at which you are using the POS Services. Locations aredefined by business address and are used for associating orderswith a specific business address. Locations are added through theShopify web administrative console associated with your Account.The number of locations using POS Services will also be detected byus and billed accordingly as part of your regular billing cycle. Inthe event of any discrepancy between the number of locations addedby you through the Shopify web administrative console and thenumber of locations detected by Shopify, the number of locationsdetected by Shopify will be deemed to be correct.

9.2 Shopify Shipping

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

9.3 SMS Messaging

  1. The Services allow you to send certain communications to yourcustomers by short message service (SMS) messaging (for example,sending order confirmation notifications via SMS) (the "SMSServices"). You will only use the SMS Services in compliance withthese Terms of Service, any other applicable terms (including NexmoInc.'s Acceptable Use Policy and Twilio’sAcceptable Use Policy,as may be amended from time to time), and the laws of thejurisdiction from which you send messages, and in which yourmessages are received.

9.4 Theme Store

  1. You may establish the appearance of your Shopify Store with adesign template from Shopify’s Theme Store (a “Theme”). If youdownload a Theme, you are licensed to use it for a single Storeonly. You are free to transfer a Theme to a second one of your ownStores if you close your first Store. To initiate a transfer of aTheme to a second one of your Stores, please contact ShopifySupport. You are not permitted to transfer or sell a Theme to anyother person’s Store on Shopify or elsewhere. Multiple Storesrequire multiple downloads and each download is subject to theapplicable fee. Shopify gives no assurance that a particular Themewill remain available for additional downloads.
  2. You may modify the Theme to suit your Store. Shopify may add ormodify the footer in a Theme that refers to Shopify at itsdiscretion. Shopify may modify the Theme where it contains, in oursole discretion, an element that violates the Shopify AUP or otherprovisions of the Terms of Service, even if you received the Themein that condition. Shopify may modify the Theme to reflecttechnical changes and updates as required.
  3. The intellectual property rights of the Theme remain the propertyof the designer. If you exceed the rights granted by your purchaseof a Theme, the designer may take legal action against you, and,without prejudice to our other rights or remedies, Shopify may takeadministrative action such as modifying your Store or closing yourStore.
  4. Technical support for a Theme is the responsibility of thedesigner, and Shopify accepts no responsibility to provide suchsupport. Shopify may be able to help you contact the designer.
  5. It is the responsibility of the user, and not Shopify, to ensurethat the installation of a new theme does not overwrite or damagethe current or preexisting theme, or UI, of the user.

9.5 Shopify Email

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

  1. Shopify employs certain controls to scan the content of emails youdeliver using the Email Services prior to delivery (“ContentScanning”). Such Content Scanning is intended to limit spam,phishing, or other malicious content that contravenes these Termsof Service, or Shopify’s Acceptable Use Policy (collectively,“Threats”). By using the Email Services, you explicitly grantShopify the right to employ such Content Scanning. Shopify does notwarrant that the Email Services will be free from Threats, and eachShopify merchant is responsible for all content generated by theirrespective Stores.
  2. BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOUAGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAILSERVICES REQUIREMENTS”). SHOPIFY, OR ITS THIRD PARTY PROVIDERS, MAYSUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICESIF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.
  3. Your use of the Email Services must comply with all applicablelaws. Examples of applicable laws include laws relating to spam orunsolicited commercial email (“UCE”), privacy, security, obscenity,defamation, intellectual property, p*rnography, terrorism, homelandsecurity, gambling, child protection, and other applicable laws. Itis your responsibility to know and understand the laws applicableto your use of the Email Services and the emails you generate orsend through the Email Services.
  4. Your use of the Email Services must comply with Shopify’s PrivacyPolicy. It is your responsibility to read and understand thePrivacy Policy applicable to your use of the Email Services and theemails you generate or send through the Email Services.
  5. You will use commercially reasonable efforts not to send sensitivepersonal data, including information regarding an individual’smedical or health condition, race or ethnic origin, politicalopinions, religious or philosophical beliefs, or other sensitivedata (collectively, “Sensitive Data”) through the Email Services.It is your responsibility to read and understand your obligationsin relation to Sensitive Data.
  6. Your use of the Email Services must follow all applicableguidelines established by Shopify. The guidelines below areexamples of practices that may violate the Email ServicesRequirements when generating, or sending emails through the EmailServices:
    1. using non-permission based email lists (i.e., lists in which eachrecipient has not explicitly granted permission to receive emailsfrom 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 serverswithout proper permission;
    4. sending emails to non-specific addresses (e.g.,webmaster@domain.com or info@domain.com);
    5. sending emails that result in an unacceptable number of spam orUCE complaints (even if the emails themselves are not actuallyspam or UCE);
    6. failing to include a working “unsubscribe” link in each email thatallows the recipient to remove themselves from your mailing list;
    7. failing to comply with any request from a recipient to be removedfrom your mailing list within 10 days of receipt of the request;
    8. failing to include in each email a link to the then-currentprivacy policy applicable to that email;
    9. disguising the origin or subject matter of any email or falsifyingor 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 mailingaddress 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 toforward the Email to another recipient.
  7. If you or a customer knows of or suspects any violations of theEmail Services Requirements, please notify Shopify atabuse@shopify.com. Shopify will determine compliance with theEmail Services Requirements in its discretion.
  8. Shopify’s Email Services utilize Third Party Providers, includingSendGrid (a Twilio Company). Your use of the Email Services issubject to SendGrid’s Acceptable Use Policyas 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 EligibleMerchants (defined below) (the “Shop App”, more detailshere)to engage with customers that use the Shop App (each, a “Shop AppUser”).
  2. The Shop App is deemed to be a part of the Services, and all termsapplicable to the Services apply. Without limiting the generalityof the preceding sentence, and subject to these Terms of Serviceand all applicable guidelines and policies, Shopify reserves theright to refuse a Merchant access to or use of all or part of theShop App for any reason and at any time without prior notice. Onlythose Merchants who meet all merchant requirements and do not sellany prohibited products, as outlined in the Shop MerchantGuidelines(as may be amended from time to time), are eligible to accessand use the Shop App Services (“Eligible Merchants”).
  3. We may display your Materials, including product or servicelistings, Your Trademarks and any other content, data, orinformation from your Shopify Store on the Shop App. While the ShopApp enables Shop App Users to shop natively in the Shop App, thetransaction is completed on your Shopify Store. For clarity andavoidance of doubt, Section 7 (Limitation of Liability) and Section8 (Intellectual Property) apply to the use of your Materialson the Shop App and your responsibility for your Materials andpurchases made through your Shopify Store.
  4. Your Materials and your use of the Shop App must comply at alltimes with our Shop App Merchant Guidelines,these Terms of Service, the Additional Terms, all otherapplicable policies and guidelines, and applicable law.
  5. As in other areas of the Service, Shopify is not obligated tointervene in any dispute arising between you and your customers(including Shop App Users).
  6. On the Shop App, content is ranked by factors including relevanceto a search query or a user’s interests, image quality, domainquality 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 ShopApp, it is your responsibility to manage or deactivate thisService. If you have the Shop App merchant channel installed,please see instructionshere.If you do not yet have the Shop App merchant channel installed onyour Shopify Store, install it here.If the Shop App merchant channel is not currently supported in yourcountry, please contact support to removeyour Materials from the Shop App. Note that if you remove yourMaterials from the Shop App, Shop App Users who purchase from yourShopify Store will continue to be able to view, manage and trackorders from your Shopify Store in the Shop App. If you delete yourShopify 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 accessto, or enable third party software, applications (“Apps”),products, services or website links (collectively, “Third PartyServices”) for your consideration or use, including via the ShopifyApp Store, or Experts Marketplace. Such Third Party Services aremade available only as a convenience, and your purchase, access oruse of any such Third Party Services is solely between you and theapplicable third party services provider (“Third Party Provider”).In addition to these Terms of Service, you also agree to be boundby the additional service-specific terms applicable to services youpurchase from, or that are provided by, Third Party Providers.
  2. Shopify Experts is an online directory of independent thirdparties (“Experts”) that can help you build and operate yourShopify Store.
  3. You can engage and work with an Expert directly or through ExpertsMarketplace. Experts Marketplace provides you with recommendationson Experts that can assist you with different aspects of yourStore. Using Experts Marketplace, you can find, hire, andcommunicate with Experts directly from your Account admin.
  4. Any use by you of Third Party Services offered through theServices, Shopify Experts, Experts Marketplace or Shopify’s websiteis entirely at your own risk and discretion, and it is yourresponsibility to read the terms and conditions and/or privacypolicies applicable to such Third Party Services before using them.In some instances, Shopify may receive a revenue share from ThirdParty Providers that Shopify recommends to you or that youotherwise 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 youwith respect to Third Party Services. You acknowledge that Shopifyhas no control over Third Party Services and will not beresponsible or liable to you or anyone else for such Third PartyServices. The availability of Third Party Services on Shopify’swebsites, including the Shopify App Store or Experts Marketplace,or the integration or enabling of such Third Party Services withthe Services does not constitute or imply an endorsem*nt,authorization, sponsorship, or affiliation by or with Shopify.Shopify does not guarantee the availability of Third Party Servicesand you acknowledge that Shopify may disable access to any ThirdParty Services at any time in its sole discretion and withoutnotice to you. Shopify is not responsible or liable to anyone fordiscontinuation or suspension of access to, or disablement of, anyThird Party Service. Shopify strongly recommends that you seekspecialist advice before using or relying on Third Party Services,to ensure they will meet your needs. In particular, tax calculatorsshould be used for reference only and not as a substitute forindependent tax advice, when assessing the correct tax rates youshould charge to your customers.
  6. If you install or enable a Third Party Service for use with theServices, you grant us permission to allow the applicable ThirdParty Provider to access your data and other Materials and to takeany other actions as required for the interoperation of the ThirdParty Service with the Services, and any exchange of data or otherMaterials or other interaction between you and the Third PartyProvider is solely between you and such Third Party Provider.Shopify is not responsible for any disclosure, modification ordeletion of your data or other Materials, or for any correspondinglosses or damages you may suffer, as a result of access by a ThirdParty Service or a Third Party Provider to your data or otherMaterials. Google Maps is a Third Party Service that is used withinthe Services. Your use of the Services is subject to youracceptance of the Google Maps and Earth Enterprise UniversalAcceptable Use Policy, Google Maps and Google Earth AdditionalTerms of Service and Google Privacy Policy as it may be amended byGoogle from time to time.
  7. You acknowledge and agree that: (i) by submitting a request forassistance or other information through Experts Marketplace, youconsent to being contacted by one or more Experts at the PrimaryEmail Address (or such other email address provided by you) as wellas the applicable user email address; and (ii) Shopify will receiveall email communications exchanged via Experts Marketplace or inany reply emails (each a “Reply”) that originate from ExpertsMarketplace (directly or indirectly) between yourself and Experts.You further agree that Shopify may share your contact details andthe background information that you submit via the ExpertsMarketplace with Experts. Experts may require access to certainadmin pages on your Shopify Store. You choose the pages that theExperts can access.
  8. The relationship between you and any Third Party Provider isstrictly between you and such Third Party Provider, and Shopify isnot obligated to intervene in any dispute arising between you and aThird Party Provider.
  9. Under no circ*mstances will Shopify be liable for any direct,indirect, incidental, special, consequential, punitive,extraordinary, exemplary or other damages whatsoever, that resultfrom any Third Party Services or your contractual relationship withany Third Party Provider, including any Expert. These limitationswill apply even if Shopify has been advised of the possibility ofsuch damages. The foregoing limitations will apply to the fullestextent 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 ordemand, including reasonable attorneys’ fees, arising out of youruse of a Third Party Service or your relationship with a ThirdParty Provider.

9.8 Beta Services

  1. From time to time, Shopify may, in its sole discretion, inviteyou to use, on a trial basis, pre-release or beta features thatare in development and not yet available to all merchants(“Beta Services”). Beta Services are not part of theServices, and Beta Services may be subject to additional termsand conditions, which Shopify will provide to you prior to youruse of the Beta Services. Such Beta Services and all associatedconversations and materials relating thereto will be consideredShopify Confidential Information and subject to theconfidentiality provisions in this agreement. Without limitingthe generality of the foregoing, you agree that you will not makeany public statements or otherwise disclose your participation inthe Beta Services without Shopify’s prior written consent.Shopify makes no representations or warranties that the BetaServices will function. Shopify may discontinue the Beta Servicesat any time in its sole discretion. Shopify will have noliability for any harm or damage arising out of or in connectionwith a Beta Service. The Beta Services may not work in the sameway as a final version. Shopify may change or not release a finalor 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 youor a third party to track customer events (the “Shopify Pixel Manager”). You may manageyour pixels from within the user interface in the administrative consoleof 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, andPrivacy 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 necessaryconsents from every site visitor and customer whose events you track;b. If you provide Shopify with any data collected using pixels, includingnames, email addresses, phone numbers, or other data that personally identifiesan individual, you will obtain all necessary rights and consents prior toproviding Shopify with the foregoing information;c. You agree that Shopify may disable any pixels that Shopify identifies asmalicious, in Shopify’s sole discretion; andd. You will not, and will not allow any third parties to, use pixels;i. to engage in or promote any unlawful, infringing, defamatory or otherwiseharmful activity; orii. 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 pixelsare 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 regardingimprovements or additions to the Services. Under no circ*mstanceswill any disclosure of any idea, suggestion or related material orany review of the Services, Third Party Services or any Third PartyProvider (collectively, “Feedback”) to Shopify be subject toany obligation of confidentiality or expectation of compensation.By submitting Feedback to Shopify (whether submitted directly toShopify or posted on any Shopify hosted forum or page), you waiveany and all rights in the Feedback and that Shopify is free toimplement and use the Feedback if desired, as provided by you or asmodified by Shopify, without obtaining permission or license fromyou or from any third party. Any reviews of a Third Party Serviceor Third Party Provider that you submit to Shopify must be accurateto the best of your knowledge, and must not be illegal, obscene,threatening, defamatory, invasive of privacy, infringing ofintellectual property rights, or otherwise injurious to thirdparties or objectionable. Shopify reserves the right (but not theobligation) to remove or edit Feedback of Third Party Services orThird Party Providers, but does not regularly inspect postedFeedback.

11. DMCA Notice and Takedown Procedure

Shopify supports the protection of intellectual property and asksShopify merchants to do the same. It’s our policy to respond to allnotices of alleged copyright infringement. If someone believes thatone of our merchants is infringing their intellectual propertyrights, they can send a DMCA Notice to Shopify’s designated agentusing our form. Upon receiving a DMCA Notice, we may remove ordisable access to the Materials claimed to be a copyrightinfringement. Once provided with a notice of takedown, the merchantcan reply with a counter notification using our form if they objectto the complaint. The original complainant has 14 business daysafter we receive a counter notification to seek a court orderrestraining the merchant from engaging in the infringing activity,otherwise we restore the material. Learn more atReporting Intellectual Property Infringement.

12. Privacy and Data Protection

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

  2. To the extent that Shopify processes personal information of yourcustomers as a “data processor” or “service provider” under certaindata privacy or protection laws, including the EU or UK General DataProtection Regulation and the California Consumer Privacy Act, Shopify’scollection and use of personal information is also subject to ourData Processing Addendum.

13. Shopify Contracting Party

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

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

    2. The parties irrevocably and unconditionally submit to theexclusive jurisdiction of the courts of the Province of Ontariowith respect to any dispute or claim arising out of or inconnection with the Terms of Service. The United NationsConvention on Contracts for the International Sale of Goods willnot apply to these Terms of Service and is hereby expresslyexcluded.

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

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

    2. The parties irrevocably agree that the courts of Singapore areto have exclusive jurisdiction to settle any dispute which mayarise out of or in connection with the Terms of Service and thataccordingly any proceedings arising out of or in connection withthe Terms of Service will be brought in such courts. The UnitedNations Convention on Contracts for the International Sale ofGoods will not apply to these Terms of Service and is herebyexpressly excluded.

  3. If the billing address of your Store is located in EMEAregion or other jurisdictions not listed inSection 13(1) or 13(2), including Europe and Russia, the MiddleEast, Africa, South America, Caribbean, or Mexico this Section13(3) applies to you:

    1. Shopify Contracting Party” means Shopify InternationalLimited, a private company limited by shares, incorporated inIreland under registration number 560279, with its registeredoffices located at 2nd Floor Victoria Buildings, 1-2 HaddingtonRoad, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH andits website is at https://shopify.com/.

    2. You irrevocably and unconditionally agree to submit to thejurisdiction of Irish courts, which have jurisdiction to settleany disputes which may arise out of or in connection with thevalidity, effect, interpretation or performance of these Terms ofService and you similarly irrevocably and unconditionally waiveany objection to any claim that any suit, action or proceedinghas been brought by Shopify in any other jurisdiction. The UnitedNations Convention on Contracts for the International Sale ofGoods will not apply to these Terms of Service and is herebyexpressly excluded.

14. Term and Termination

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

  2. You may cancel your Account and terminate the Terms of Serviceat any time by contacting Shopify Support andthen following the specific instructions indicated to you inShopify’s response.

  3. Without limiting any other remedies, we may suspend or terminateyour Account or the Terms of Service for any reason, without noticeand at any time (unless otherwise required by law), including if wesuspect that you (by conviction, settlement, insurance or escrowinvestigation, or otherwise) have engaged in fraudulent activity inconnection with the use of the Services. Termination ofthe Terms of Service will be without prejudice to any rights orobligations 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 youwill no longer be able to access your Account;

    2. unless otherwise provided in the Terms of Service, you willnot be entitled to any refunds of any Fees, pro rata orotherwise;

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

    4. your Shopify Store will be taken offline.

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

  6. If there are any outstanding Fees owed by you at the date oftermination of the Service, you will receive one final invoice viaemail. Once that invoice has been paid in full, you will not becharged again.

15. Modifications

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

  2. Shopify may change the Fees for the Services fromtime-to-time. We will provide you with 30 days advanced noticeprior to any changes in Fees by sending an email to the PrimaryEmail Account, providing notice through the Shopify administrativeconsole, or by similar means. Shopify will not be liable to you orto any third party for any modification, price change, suspensionor discontinuance of the Services (or any part thereof).

16. General Conditions

  1. The Terms of Service, including the documents it incorporates byreference, constitute the entire agreement between you and Shopifyand govern your use of the Services and your Account, supersedingany prior agreements between you and Shopify (including, but notlimited to, any prior versions of the Terms of Service).

  2. The failure of Shopify to exercise or enforce any right orprovision of the Terms of Service will not constitute a waiver ofsuch right or provision. If any provision of the Terms of Service,including all terms and conditions and other documents itincorporates by reference, is held by a court of competentjurisdiction to be contrary to law, such provision will be changedand interpreted so as to best accomplish the objectives of theoriginal provision to the fullest extent allowed by law, and theremaining provision of the Terms of Service will remain in fullforce and effect.

  3. Save for Shopify and its affiliates, you or anyone accessingShopify Services pursuant to these Terms of Service, unlessotherwise provided in these Terms of Service, no person or entitywho is not a party to these Terms of Service will have any right toenforce any term of these Terms of Service, regardless of whethersuch person or entity has been identified by name, as a member of aclass or as answering a particular description. For the avoidanceof doubt, this will not affect the rights of any permitted assigneeor transferee of these Terms.

  4. The Terms of Service will be governed by and interpreted inaccordance with the laws of the Province of Ontario and the laws ofCanada applicable therein, without regard to principles ofconflicts of laws.

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

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

  7. If any provision, or portion of the provision, in these Terms ofService is, for any reason, held to be invalid, illegal orunenforceable in any respect, then such invalidity, illegality orunenforceability will not affect any other provision (or theunaffected portion of the provision) of the Terms of Service, andthe Terms of Service will be construed as if such invalid, illegalor unenforceable provision, or portion of the provision, had neverbeen contained within the Terms of Service.

  8. On termination, all related rights and obligations under theTerms of Service immediately terminate, except that (a) you willremain responsible for performing all of your obligations inconnection with transactions entered into before termination andfor any liabilities that accrued before or as a result oftermination; 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) (ThirdParty Services, Experts, and Experts Marketplace), 10 (Feedback andReviews), 12 (Privacy and Data Protection), 13 (Shopify ContractingParty), 14 (Cancellation and Termination), 15(1) (Modifications),and 16 (General Conditions) will survive the termination orexpiration of these Terms of Service.

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

Shopify Terms of Service (2024)
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