This website is operated by Shopify Inc. By visiting shopify.com/counter (the “Site”) or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (the “Terms”), including those additional terms and conditions and policies referenced herein or available by hyperlink. This document is a legally binding agreement between you as the user of the Service (referred to as “you” or “your”) and Shopify Inc. (referred to as “we”, “our”, “us” or “Shopify”).
These Terms apply to all users of the Site, including without limitation users who are browsers, vendors, customers, or merchants.
Online Store Terms
- If you are an individual, you represent and warrant that you are over 18 years of age, or the age of majority in the jurisdiction in which you reside. If you are acting on behalf of your client, your employer or another entity, you represent and warrant that you have full authority to bind such client, employer or other entity to the Terms.
- You acknowledge and agree that Shopify may, in its sole discretion, without notice to you, suspend or terminate your use of, or access to the Site, for any Services and remove and discard any related materials for any reason, including where Shopify believes that you have violated any of these Terms. You agree that Shopify shall not be liable to you or to any person as a result of any such suspension or termination. If you are unsatisfied with any of these Terms, please discontinue using the Site.
- Shopify reserves the right to (a) refuse service to anyone for any reason at any time, (b) suspend or terminate your use of, or access to, the Site or any Services, (c) remove or edit content, or (d) cancel orders at our sole discretion.
- You acknowledge and agree that we may amend these Terms at any time by posting the relevant amended and restated Terms on the Site, such amendments to the Terms are effective as of the date of posting. Your continued use of the Service after the amended Terms are posted to the Site constitutes your agreement to, and acceptance of, the amended Terms. If you do not agree to any changes to the Terms, do not continue to use the Service or access the Site.
- You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Site through which the service is provided, without express written permission by us.
- You acknowledge and agree that the Service, including without limitation, any associated software, documentation, applications, websites, tools and products, any modifications, enhancements and updates thereto, and all intellectual property rights therein are exclusively owned by Shopify.
In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Site or its content:
a. for any unlawful purpose;
b. to solicit others to perform or participate in any unlawful acts;
c. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
d. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
e. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
f. to submit false or misleading information;
g. to upload or transmit Trojan horses, worms, viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
h. to collect or track the personal information of others;
i. to spam, phish, pharm, pretext, spider, crawl, or scrape;
j. for any obscene or immoral purpose; or
k. to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet or damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data personal information or property. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Prices, Products or Services
- Prices for our products are subject to change without notice.
- Shopify reserves the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
- Shopify will not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
- Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to refund or exchange only according to our Return Policy.
- Shopify reserves the right, but is not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. Shopify may exercise this right on a case-by-case basis. Shopify reserves the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. Shopify reserves the right to discontinue any product at any time. Any offer for any product or Service made on this Site is void where prohibited.
- Shopify does not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
Errors, inaccuracies and omissions
- We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. Shopify cannot guarantee that your computer monitor's display of any color will be accurate.
- Occasionally there may be information on the Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
- We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
Accuracy of billing and account information
- Shopify reserves the right to refuse any order you place with us. Shopify may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, or orders that use the same billing or shipping address. In the event Shopify makes a change to or cancels an order, Shopify may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Shopify reserves the right to limit or prohibit orders that, in Shopify’s sole judgment, appear to be placed by dealers, resellers or distributors.
- You agree to provide current, complete and accurate purchase and account information for all purchases made at our stores. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
- Shopify may provide you with access to third-party tools over which Shopify neither monitors nor have any control nor input over.
- You acknowledge and agree that Shopify is providing access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Shopify shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
- Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
- Shopify may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.
Third Party Links
- Certain content, products and services available via our Service may include materials from third-parties.
- Third-party links on the Site may direct you to third-party websites that are not affiliated with us. Shopify is not responsible for examining or evaluating the content or accuracy and Shopify does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
- Shopify is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
User comments, feedback and other submissions
- If, at our request, you send certain specific submissions (for example contest entries) or without a request from Shopify you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that Shopify may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to Shopify. Shopify shall be under no obligation (a) to treat any comments as confidential; (b) to pay compensation for any comments; or (c) to respond to any comments.
- Shopify may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
- You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. Shopify does not take any responsibility or assume any liability for comments posted by you or any third-party.
Disclaimer of warranties; limitation of liability
- Shopify does not guarantee, represent or warrant that your use of our Service or the Site will be uninterrupted, timely, secure or error-free.
- Shopify does not warrant that the results that may be obtained from the use of the Service or the Site will be accurate or reliable.
- You agree that from time to time Shopify may remove the Service or the Site for indefinite periods of time or cancel the Service at any time, without notice to you.
- You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
- In no case shall Shopify, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
- You agree to indemnify, defend and hold harmless Shopify and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
- Except for the rights expressly granted to you pursuant to the Terms, you acknowledge that you have no right, title or interest in or to the Site, the Services, or any products, tools, software or applications included therein. All rights not expressly granted by Shopify in the Terms are hereby reserved by Shopify. There are no implied rights.
- The failure of Shopify to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. A waiver by Shopify of any breach under the Terms does not constitute a waiver of any other breach or future breach.
- The Terms constitute the entire agreement between you and Shopify respecting your use of the Services, superseding any prior written or oral agreements between you and Shopify (including, but not limited to, any prior versions of any of the Terms).
- All sections of these Terms that by their nature should survive termination will survive such termination, including, without limitation, payment obligations, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnities and limitations of liability.
- These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.
- The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.
- No agency, partnership, joint venture or relationship of employment is created as a result of the Terms, and you do not have any authority of any kind to bind Shopify in any respect whatsoever.
- If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable or invalid, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the Terms shall remain in full force and effect.
- All legal notices or demands to or upon Shopify shall be made in writing and sent to Shopify personally, by courier or certified mail to the following address: Shopify Inc., 151 O’Connor Street, Ground Floor, Ottawa, ON, K2P 2L8 Attn: General Counsel, or via email to email@example.com. You acknowledge that Shopify will use the email address provided by you as the primary method for communication. You agree that all agreements, notices, demands, disclosures and other communications that Shopify sends to you electronically satisfy the legal requirement that such communication be in writing. Except as otherwise specified in these Terms, all notices, permissions and approvals must be in writing and will be deemed to have been given upon: (i) personal or couriered delivery; (ii) the fifth business day after mailing; or (iii) the first business day after sending by email.
- The Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
- To the extent permitted by applicable law, all claims arising from the use of the Services or Shopify’s Site must be filed within 2 years from the date the cause of action arose.
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