Build-a-Business

Shopify Build-a-Business Competition Rules

This is a skill-based competition

Eligibility:The Shopify Build-A-Business Competition (“Competition”) is open to legal residents of any 1 of the United States (excluding Arizona, Maryland, Vermont, Delaware, Louisiana and Montana), the District of Columbia, the United Kingdom, Australia and New Zealand (collectively, “Territory’) who are over the age of majority in their country or state of residence. Employees of Sponsor, its divisions, affiliates, subsidiaries or advertising agencies associated with this Competition, and relatives of and those living in the same household as such individuals are prohibited from entering. For the purpose of this Competition, relatives are defined as spouse, partner, parent, legal guardian, in-law, grandparent, sibling, children and grandchildren. Void where prohibited by law.

“Sponsor”: The Competition is sponsored by Shopify Inc. (“Sponsor”), 126 York Street, Suite 200, Ottawa, Ontario, Canada, K1N 5T5.

Agreement to Official Rules: By participating in this Competition, entrants agree to these Official Rules, which are a contract, so read them carefully before entering. To the extent permitted by law, this contract includes a limitation of your rights and remedies. You also agree that your participation in this Competition is subject to compliance with the Shopify Terms of Service located at http://www.shopify.com/legal/terms. Sponsor reserves the right to make reasonable amendments to these Official Rules and the Shopify Terms of Service at any time, to qualify and verify all submissions, and to reject any submissions that do not meet the requirements for participation as established by Sponsor. All decisions made by Sponsor concerning this Competition shall be final and binding on all entrants, in all respects. Each winner will be required to participate in the prize fulfillment process and sign documentation, such as a release, within the timeframe specified by Sponsor, as more fully detailed below.

How to Enter: Entrants may participate in the Competition by completing the following steps:

(i) creating a new business account (see below for what qualifies as a new business account) on www.shopify.com or http://www.shopify.com/build-a-business at any time during the New Business Period (defined below);

(ii) agreeing to enter the Competition on the Competition entry page located at http://www.shopify.com/build-a-business (“Entry Page”) between July 10, 2012 at 12:01 A.M. North American Eastern Standard Time and December 31, 2012 at 11:59 P.M. North American Eastern Standard Time (“Entry Period’). The holders of all eligible accounts opened on shopify.com between March 1, 2012 and the beginning of the Entry Period may enter the Competition by inputting their store information into the Existing Customer entry form on the Entry Page;

(iii) selecting one of the following business categories that best fits the range of goods the business will be selling: (1) Electronics, Gadgets & Accessories, (2) Art, Design & Home, (3) Fashion & Apparel, and (4) Everything Else (each a “Category,” and collectively, “Categories”) and

(iv) operating that business on Shopify.com for a minimum of sixty (60) consecutive days during the Competition Period (defined below) and continuing to operating that business through prize awarding.

For the business associated with an account to be considered a “new business account” the business must not have had any sales (including pre-sales) or brand recognition (all determined by Sponsor in its sole discretion) prior to March 1, 2012. Sponsor reserves the right at any time to reclassify any business as it deems appropriate and reasonable, or to discontinue any Category to the extent there are fewer than three (3) eligible, independent, bona fide businesses eligible for classification in such Category. Sponsor will notify an entrant by email in the event of any reclassification or the discontinuation of any Category. By entering, you agree that all decision makers, partners, members, etc. for the business have agreed to the businesses participation in this Competition.

In order to be able to claim the Google Adwords credit component of the Category Prize, entrants must have created a new Google Adwords account during the Competition Period.

Participants are prohibited from obtaining sales by any fraudulent or inappropriate means, including, without limitation, collaborating with any party or person in any way to gain sales or cause another user to lose sales, as determined by the Sponsor in its sole discretion. Use of these techniques, or of any script, macro, or other automated or artificial system to obtain sales, or with the intent or effect of impairing the integrity of the Competition, is prohibited and all such sales will, upon discovery by the Sponsor, in Sponsor’s sole discretion, be deemed null and void and may lead to the disqualification of the applicable participant.

Entries are subject to disqualification at any time if Sponsor reasonably determines in its sole discretion that the business being operated was conducted in the same or a similar form prior to March 1, 2012. All entrants consent to the use and public distribution by Sponsor and its promotional partners and agencies of all the business identifying information provided in the entries for marketing and/or sales promotional purposes without any attribution, identification, right of review or compensation, except where prohibited by law. Entries submitted without complete identifying information will not be eligible to win. Standard Shopify fees apply for creating a new business account.

Sponsor reserves the right, in its sole discretion, to disqualify any individual entrant from participating in this Competition for conduct that violates these rules or that, in Sponsor’s reasonable judgment, compromises the fairness of this Competition.

Entry and Competition Periods: The Competition begins on August 1, 2012 at 12:01 A.M. North American Eastern Standard Time and ends on February 28, 2013 at 11:59 P.M. North American Eastern Standard Time (the “Competition Period”). New businesses may join or have joined Shopify.com between March 1, 2012 at 12:01 A.M. North American Eastern Standard Time and December 31, 2012 at 11:59 P.M. North American Eastern Standard Time (the “New Business Period”). New businesses started before or after the New Business Period are not eligible. A person is deemed entered when a business registers for the Competition as detailed in these Official Rules.

Selection of Winners: The eligible entrants whose businesses achieve the Highest Gross Sales through Shopify in the two (2) full calendar months during the Competition Period in which such entrant’s business sales were highest, whether such months are consecutive or not, as compared to other eligible entrants in the same Category, will be the Category Prize Winner. No entrant may win more than one Prize. In the event that an entrant achieves the Highest Gross Sales in more than one Category, the entrant will win in the Category for which they have won by the biggest margin. The entrant who achieves the next Highest Gross Sales in respect of the other Category(ies) will be deemed a winner. Entrant’s account must be active and in good-standing at the time of awarding the prize. In the event of a tie, the tie will be broken by looking to the entrant with the higher number of transactions (not sales) during their top two (2) months during the Competition Period.

“Gross Sales” means the sum of all sales invoices (converted to U.S. Dollars by Sponsor, as necessary), less any customer discounts, coupons, rebates, chargebacks or returns affecting an entrant’s balance sheet within a week after the close of the Competition. For the purposes of this Competition, a sale will be counted toward an entrant’s Gross Sales total as long as payment for that sale is processed through Shopify before the end of the Competition Period. Only the first $5,000 (U.S.) of any sale will count toward the calculation of an entrant’s Gross Sales.

Only complete calendar months after the entrant has registered for the Competition will be used for the purpose of calculating the Highest Gross Sales. By way of example only, if the calendar months in which a hypothetical entrant achieved his or her highest amounts of Gross Sales during the Competition Period were August and October 2012, that entrant’s Highest Gross Sales would be the combined Gross Sales figures for those two months. If that hypothetical entrant’s Highest Gross Sales exceeded the Highest Gross Sales attained by all other entrants in the same Category, the hypothetical entrant would be the Category Prize Winner.

Sponsor will determine all Prize Winners using these parameters, which will be verified by an audit of Sponsor’s records of the entrants’ business Gross Sales. All sales made by any entrant participating in the Competition during the Competition Period are subject to being audited by Sponsor and/or its authorized representative. By participating in this Competition, all entrants consent to the disclosure of all relevant books and records to Sponsor and/or its authorized representative for purposes of verifying Gross Sales. Any failure by an entrant to provide Sponsor or its authorized representative with all books and records necessary to verify the amount of Gross Sales during the Competition Period shall result in disqualification. Sponsor reserves the right to disqualify any entrant based on the results of the audit of Gross Sales contemplated hereunder. All entrants consent to the publication of their business’ Gross Sales by way of number ranges and percentages on the Shopify website and elsewhere during and after the Competition Period. Entrants’ precise Gross Sales figures for their businesses will not be published.

Notification of Potential Prize Winners: The Prize Winners will be notified by telephone and/or e-mail within thirty (30) days of the closing of the Competition Period or upon the completion of the audit review, whichever is longer. If any audit-related questions have not been resolved within thirty (30) days of the closing of the Competition, Sponsor will advise entrants of the delay and will fix a new date for the notification of the Prize Winners. If any Prize Winner does not acknowledge acceptance of a Prize within five (5) business days after being notified (using the contact details listed on their Shopify account) that he or she is a Prize Winner, their Prize will be irrevocably forfeited, and another Prize Winner will be chosen using the same procedure specified above (i.e., the second largest Highest Gross Sales, the third largest Highest Gross Sales, etc.). The Prizes that require physical delivery shall be delivered to each Prize Winner at the address listed on his or her Shopify account in the Territory. In the event of a dispute as to who is the proper recipient of any Prize, such Prize shall be delivered to the individual whose credit card was used to open the new account through which the business at issue has been conducted during the Competition Period, but only if that person otherwise meets the eligibility requirements for participation in this Competition. If there is a dispute between any members, partners, creators, owners or employees of or investors in a business that cannot be resolved to Sponsor’s satisfaction, that business may be disqualified in Sponsor’s sole discretion. If any other dispute cannot be resolved to Sponsor’s satisfaction, the business that is the subject of the dispute will be deemed ineligible or disqualified (as applicable).

Prizes: There are four (4) “Category Prizes” available to be won (one (1) in each Category), each of which consists of: (i) the Cash Prize or Business Investment (both defined below); (ii) a trip for the person named on the credit card used to open the new business account for the winning business and one (1) guest to New York, NY on dates selected by Sponsor including: (a) round-trip economy fare air travel for two (2) people between the international airport nearest to each Winner’s residence and New York, NY, via airline(s) to be selected by the Sponsor in its sole discretion (each winner and his or her guest must depart from the same airport and travel on the same itinerary); (b) three (3) consecutive nights double-occupancy accommodation at a hotel to be selected by the Sponsor in its sole discretion (“Hotel”); (c) transportation between the Hotel and meeting for the winner with Daymond John, Tim Ferriss, Tina Roth Eisenberg and Eric Ries (subject to availability); (d) $500 USD to be paid by check made out to the winning business or the person named on the credit card used to open the new business account (in Sponsor’s sole discretion); (iii) a feature for the winning business in Fast Company online and an opportunity to pitch Fast Company to feature the winning business in the print version of Fast Company magazine ("Fast Company Prize"); and (iv) a $20,000 USD Google Adwords credit for the winning business ("Google Adwords Prize"). All prizes will be awarded in the name of the winning business or the person named on the credit card used to open the new business account for that business (as determined by Sponsor is its sole discretion).

CASH PRIZE OR BUSINESS INVESTMENT

As part of each Category Prize, Sponsor will award the winner (in Sponsor’s sole discretion) either: (i) USD $50,000 in the form of a check (“Cash Prize”); or (ii) a one-time USD $50,000 investment in the winning business by the mentor for the winner’s Category (Tim Ferriss – Gadgets, Tina Roth Eisenberg – Art/Design, Daymond John – Fashion, Eric Ries – Everything Else) in exchange for a five percent (5%) equity stake in that business for the investor (“Business Investment”). The Business Investment would include up to an additional USD $2500 to cover corporate formation and related costs to prepare the business to receive the investment, but only if the business is not already structured to receive the investment.

Winner understands that corporate investments and equity stakes are regulated and will likely require your business to comply with certain laws and enter into an investment agreement with the investor. If the winner is prevented under law to receive the "Business Investment" in relation to the winning business, then they are only eligible to receive the Cash Prize. It is the responsibility of the winner to determine whether they have capacity to receive the "Business Investment" in respect of the winning business. Winner also understands that Sponsor is not responsible for giving tax-related or legal advice to either the investor or the winning businesses and that each party will seek out their own counsel and tax advisors to get the proper paperwork and legal compliance in place to accept the investment. Winners agree that Sponsor is not liable for any damages, costs or injuries sustained in connection with accepting any prize in this Competition. Winners understand that the investors will not take a board position or management role in the business, and will have no voting rights except to the extent required by law.

FAST COMPANY PRIZE

As part of each Category Prize, the winning businesses will be featured in a single article announcing all winners on Fast Company’s web site. Winners will get to meet with a Fast Company representative to pitch their story for publication in the print version of Fast Company magazine and get one (1) hour of media and PR advice in a group setting with all winners. There is no guarantee that Fast Company will print an article about any winner.

GOOGLE ADWORDS PRIZE

As part of each Category Prize, the winning business will receive a $20,000 USD Google Adwords credit. For the Google Adwords credit, the Category Prize Winner must have created a new Google Adwords account during the Competition Period. The credit will be applied to the winner's existing Google Adwords account within sixty (60) days of being declared a Category Prize Winner. Use of the credit is subject to the Google Adwords Terms and Conditions (https://adwords.google.com/select/tsandcsfinder). Sponsor makes no warranties or disclaimers concerning any Prize beyond those given by third parties in connection with any part of such Prize. In the event any Category Prize Winner chooses to decline a part of such Prize with Sponsor’s consent, said portion of such Prize will be deemed void and no substitution (monetary or otherwise) will be given.

GENERAL PRIZE REQUIREMENTS

All taxes and duties, if any, on all prizes are the sole responsibility of the Prize winners. All expenses not specified above, including but not limited to airport or ground transportation, other meals, beverages, gratuities, taxes, gifts, travel insurance, in-room charges and all other ancillary costs, are excluded and are the sole responsibility of the Category Prize Winners. Approximate retail value of each Category Prize is USD $64,000. Final actual value at time of booking and travel may be more or less depending on point of origin and ticket availability, and, if the actual value of any Category Prize is lower than the estimated value, Category Prize Winners will not receive any additional compensation. Travel dates will be at the discretion of the Sponsor, and the Category Prize Winners and their guests shall reasonably cooperate with Sponsor to arrange for the prompt booking of their travel arrangements. Travel insurance is highly recommended to protect against the additional costs incurred in the event of unforeseen circumstances. It is each of the travellers’ personal responsibility to ensure that they have valid documentation, including but not limited to (where a traveller is travelling from outside of the USA) valid passports and visas, which meet the requirements of immigration and other government authorities at every destination. Any fines, penalties, payments or expenditures incurred as a result of such documents not meeting the requirements of those authorities will be the sole responsibility of the travellers. All travel must take place within six (6) months of the announcement of the Category Prize Winners, within a range of dates to be specified by Sponsor. The trip component of the Category Prizes may be forfeited if the relevant Winner cannot travel within the range of dates specified by Sponsor. The winner will not be compensated for any forfeited component of the Category Prize. All airline tickets once booked cannot be changed unless Sponsor in its sole discretion consents. Any additional fees or penalties incurred as a consequence of any changes made to any travel arrangements after they are booked that are made at the request of the Category Prize Winners are the sole responsibility of such Winner. The Category Prize Winners may not request Prize substitution or cash redemption. No Category Prize is transferable or (other than the cash component of such Prize) exchangeable for cash. Sponsor reserves the right to alter components of any Category Prizes in its sole discretion and replace them with other components of approximately equal value. The participation of Messrs. John, Ries, Ferriss and Ms. Roth Eisenberg is subject to their availability, and if they are unavailable to meet any Prize Winner for any reason, Sponsor reserves the right to forego replacing that component of the Prize in which they were to have participated. All Prize Winners shall attend the same meeting with Messrs. John, Ries, Ferriss and Ms. Roth Eisenberg on a date of the Sponsors choosing, in its sole discretion. Winners may be required to provide a credit card at hotel check-in to cover Hotel incidentals.

In the event the winner lives within close proximity to the trip destination (as determined in Sponsor’s sole discretion), Sponsor will substitute airfare with ground transportation, and any difference in value will not be awarded to the winner. Failure to complete the trip prize does not relieve the winner of his/her tax obligations associated with winning the trip prize. Specific travel arrangements and all prize details not specified herein will be made and determined in Sponsor’s sole discretion. All transportation tickets are subject to the terms and conditions specified thereon. Flight schedules are subject to change without notice. Sponsor is not liable for any missed prize events, opportunities or expenses incurred as a consequence of flight cancellation/delay or ground transportation delay. Once selected by winner, guest cannot be changed without the express consent of Sponsor, which may be withheld for any reason. By entering this Competition and accepting the prize, the winner agrees to maintain his/her behavior in accordance with all applicable laws and generally accepted social practices in connection with participation in any Competition-related or prize-related activities. The winner understands and agrees that Sponsor or prize providers have the right, in their sole discretion, to disqualify and remove the winner or his/her guest from any activity at any time if the winner’s or his/her guest’s behavior at any point is uncooperative, disruptive, or may or does cause damage to person, property, or the reputation of Sponsor or otherwise violates the policies of the prize providers, and in such a case, the winner will still be solely responsible for all taxes and other expenses related to the prize. Participants waive the right to assert as a cost of winning any prize, any and all costs of verification and redemption or travel to claim the prize and any liability and publicity which might arise from claiming or seeking to claim said prize.

If a Winner does not accept or use the entire prize, the unaccepted or unused part of the prize will be forfeited and Sponsor will have no further obligation with respect to that prize or portion of the prize. If a winner cannot make the trip to New York to meet the mentors, Sponsor may choose (in its sole discretion) to disqualify that winner from all portions of the prize and select an alternate winner. As a condition to the award of any Prize, all Winners and their guests will be required to execute and return to Sponsor within five (5) business days of receipt: (i) an affidavit of eligibility affirming each Winner’s compliance with these rules; (ii) a publicity release; (iii) a release of Sponsor and its officers, directors, employees, affiliated companies, agents, partners, successors and assigns from and against any claim or cause of action arising out of participation in the Competition or acceptance of any Prize; (iv) all documents Sponsor may require in its sole discretion confirming the tax obligations, if any, of each Winner and his or her guest. If any Prize Winner or their guest fails to sign and return the foregoing documents, and any others that may reasonably be required, to Sponsor, that Prize Winner may be disqualified, and the relevant Prize may thereafter be awarded to an alternate Prize Winner from the remaining valid entries using the same criteria specified above.

Release and Publicity: Each entrant hereby consents to the use of his or her name, business name, and address by Sponsor for advertising and promotional purposes, without any additional compensation or right of review, except where prohibited. NOTHING IN THESE OFFICIAL RULES LIMITS, EXCLUDES OR MODIFIES OR PURPORTS TO LIMIT, EXCLUDE OR MODIFY ANY STATUTORY CONSUMER GUARANTEES OR ANY IMPLIED CONDITION OR WARRANTY THE EXCLUSION OF WHICH FROM THESE OFFICIAL RULES WOULD CONTRAVENE ANY STATUTE OR CAUSE ANY PART OF THESE OFFICIAL RULES TO BE VOID (“NON-EXCLUDABLE GUARANTEES”). SUBJECT TO THE LIMITATIONS IN THE PRECEDING SENTENCE, ALL ENTRANTS AGREE, EXCEPT WHERE PROHIBITED BY LAW, TO RELEASE, INDEMNIFY AND HOLD HARMLESS SPONSOR, GOOGLE INC. AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATED COMPANIES, SUBSIDIARIES, SUPPLIERS, DISTRIBUTORS, ADVERTISING AND PROMOTIONAL AGENCIES, AGENTS, SUCCESSORS AND ASSIGNS (collectively, the “Released Parties”) FROM AND AGAINST ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF PARTICIPATION IN THE COMPETITION. ENTRANTS AGREE THAT, EXCEPT WHERE PROHIBITED BY LAW INCLUDING IN RELATION TO THE NON-EXCLUDABLE GUARANTEES, RELEASED PARTIES ARE NOT LIABLE FOR INJURIES, LOSSES OR DAMAGES OF ANY KIND ARISING FROM PARTICIPATION IN THIS COMPETITION AND ACCEPTANCE, POSSESSION AND USE OF ANY PRIZE. RELEASED PARTIES ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL OR OTHER ERROR IN THE PRINTING OF THE OFFER OR THESE RULES, THE ADMINISTRATION OF THE COMPETITION, OR IN THE ANNOUNCEMENT AND AWARD OF ANY PRIZE.

THE RELEASED PARTIES ARE NOT RESPONSIBLE IN ANY WAY for any additional expenses, omissions, delays, or re-routing resulting from any acts of any government or authority. and EACH WINNER ACKNOWLEDGES THAT HE/SHE IS SOLELY RESPONSIBLE FOR ANY ACTIONS, CLAIMS OR LIABILITIES OF HIS/HER GUEST RELATED TO ANY COMPETITION-RELATED ACTIVITY, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS, CLAIMS OR LIABILITIES RELATED TO THE GUEST’S USE OF THE PRIZE.

Subject to the Non-Excludable Guarantees, all participants agree that Released Parties are not responsible and/or liable for any of the following, whether caused by a Competition Entity, the entrant or by human error: entries that are submitted by illegitimate means (such as, without limitation, by an automated computer program) or entries in excess of the stated limit; any lost, late, incomplete, illegible, mutilated, or misdirected entries, e-mail, mail, or Competition-related correspondence or materials or postage-due mail; any error, omission, interruption, defect, or delay in transmission or communication; viruses or technical or mechanical malfunctions; interrupted or unavailable cable or satellite systems; errors, typos or misprints in these Official Rules, in any Competition-related advertisements or other materials; failures of electronic equipment, computer hardware or software; lost or unavailable network connections, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications or entry information. Released Parties are not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in entrant’s e-mail account to receive e-mail messages. Released Parties are not responsible, and may disqualify an entrant, if his or her e-mail address, telephone, or other contact information does not work or is changed without entrant giving prior written notice to Sponsor. Released Parties are not responsible for any changes or unavailability of the Competition web site that may interfere with the Competition (including any limitations, any restrictions, or any conditions on Sponsor's ability to use that web site for the Competition as set forth herein that are not acceptable to Sponsor) or ability of entrant to timely enter, receive notices or communicate with Sponsor, in which case Sponsor, in its sole discretion, may terminate or modify the Competition. Without limiting any other provision in these Official Rules, Released Parties are not responsible or liable to any entrant or winner or any person claiming through such entrant or winner for failure to supply the prize or any part thereof in the event that any of the Competition activities or the Released Parties’ operations or activities are affected, as determined by the Sponsor in its sole discretion, including, without limitation, by reason of any acts of God, any action, regulation, order or request by any governmental or quasi-governmental entity (whether or not the action, regulations, order or request proves to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any law, rule, regulation, order or other action adopted or taken by any governmental, federal, state or local government authority, or any other cause, whether or not specifically mentioned above.

Entrants agree to not damage or cause interruption of the Competition and/or prevent others from using the Competition. Sponsor reserves the right to restrict or void entries or participation from any IP address if any suspicious entry and/or participation is detected. Sponsor reserves the right, in its sole discretion, to void entries or sales (as applicable) of any entrants who Sponsor believes have attempted to tamper with or impair the administration, security, fairness or proper play of this Competition. Sponsor’s failure to or decision not to enforce any provision in these Official Rules will not constitute a waiver of that or any other provision. In the event there is an alleged or actual ambiguity, discrepancy or inconsistency between disclosures or other statements contained in any Competition-related materials and/or these Official Rules (including any alleged discrepancy or inconsistency in these Official Rules), it will be resolved in Sponsor’s sole discretion. Entrants waive any right to claim ambiguity in the Competition or these Official Rules. If Sponsor determines at any time in its sole discretion that the winner or potential winner is disqualified, ineligible, in violation of these Official Rules, or engaging in behavior that Sponsor deems obnoxious, inappropriate, threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor reserves the right to disqualify that winner or potential winner, even if the disqualified winner or potential winner may have been notified or displayed or announced anywhere. If the Competition is not capable of running as planned for any reason, Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend the Competition and award the prize from eligible entries received prior to cancellation, modification, or suspension or as otherwise deemed fair and appropriate by Sponsor. If any person supplies false information, obtains entries by fraudulent means or is otherwise determined to be in violation of these Official Rules in an attempt to obtain any prize, Sponsor may disqualify that person and seek damages from him or her and that person may be prosecuted to the full extent of the law. CAUTION: ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEB SITE OR UNDERMINE THE LEGITIMATE OPERATIONS OF THE COMPETITION VIOLATES CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR MAY DISQUALIFY ANY PARTICIPANT MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW. Disputes/Governing Law: Each entrant agrees that, except where prohibited by law, (1) any and all disputes, claims and causes of action arising out of or in connection with this Competition, or any Prizes awarded, shall be resolved individually, without resorting to any form of class action, and any judicial proceeding arising out of or concerning the Competition shall take place in a court located in Canada with jurisdiction over Sponsor; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Competition, but in no event attorney’s fees; and (3) under no circumstances will any entrant be permitted to obtain awards for, and all entrants hereby waive all rights to claim, punitive, incidental, and consequential damages, and any other damages, other than actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All disputes arising out of, concerning or connected to the Competition or the interpretation, validity, enforceability or interpretation of these rules shall be governed by and construed in accordance with the laws of Canada, without regard to choice-of-law principles.

Complaints and appeals, for residents of the United Kingdom (excluding Northern Ireland), Australia and New Zealand only: Any complaints or inquiries relating to these Official Rules or to this Competition should be sent by email to build-a-business@shopify.com. An entrant who receives notification from Sponsor that he or she is disqualified from the Competition or from receiving any Prize may request in writing that Sponsor review the decision if the entrant can demonstrate that the decision was based on incorrect information or that the decision was otherwise not in accordance with these Official Rules. A request to review a disqualification decision may be considered by Sponsor if it is received by Sponsor, through the email address listed above, within five (5) business days from the date on which notice of an entrant’s disqualification was transmitted by Sponsor. A request to review a decision to disqualify an entrant must be clearly identified as such in the subject line of the email and must include all necessary information and documentation. If any documents cannot be sent by email, they should be sent to Sponsor (within the period mentioned above) by overnight delivery to the address indicated below, together with a copy of the request for review. Following such request, Sponsor will notify the entrant of its final decision whether to maintain, amend or revoke the original decision. Sponsor’s decision will then become final and binding on the entrant and will not be subject to any further reconsideration, review or appeal.

Limitations and exclusions of liability: Nothing in these Official Rules shall operate to exclude or limit a party’s liability for (i) death or personal injury arising out of that party’s negligence, (ii) fraud or fraudulent misrepresentation committed by that party, or (iii) any other liability that cannot be excluded or limited under any applicable law.

Severance: If at any time any provision of these Official Rules is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of these Official Rules nor the legality, validity or enforceability of these Official Rules (including the provision in question) in any other jurisdiction.

Privacy: The Sponsor collects personal information in order to conduct the competition and may, for this purpose, disclose such information to third parties, including, but not limited to, prize suppliers. Entry is conditional on providing this information. Unless otherwise advised, the Sponsor may also use the information for promotional, marketing and publicity purposes. Entrants should direct any request to access, update or correct information to the Sponsor. All entries become the property of the Sponsor. Please note that by participating in the Competition and accepting these Official Rules, you acknowledge and consent to the use of your data as set out above and that your personal data may be transferred and stored in Canada.

Competition Results and Official Rules: To obtain the identity of the Prize Winners and/or a copy of these Official Rules, a) visit http://www.shopify.com/build-a-business, b) send an email to build-a-business@shopify.com with the subject “Competition Winner List Request”, or c) send a self-addressed stamped envelope to Build-A-Business Competition, Shopify Inc., 126 York Street, Suite 200, Ottawa, Ontario Canada K1N 5T5. VT residents with a return address in VT may omit return postage of Offi cial Rules requests.