Shop Campaigns Merchant Terms

1. Shop Campaigns

Shop Campaigns is a product enabling participating Shopify merchants (“Merchant(s)”) to request that Shopify generate and manage ad campaigns featuring your goods or services (“Shop Campaigns” or the “Service(s)”). Shopify may determine, in its sole discretion, whether you or your Store are eligible to use the Services.

2. Shop Campaigns Budget and Cost Per Acquisition

  1. The Merchant agrees to submit daily or total budget and Cost per Acquisition information applicable to each Shop Campaign using the Shop channel found in your Shopify Admin. Money spent from the Daily Budget may vary based on the cyclicality of the week and to optimize for unplanned sales acquisition opportunities, for instance, promotional events such as Black Friday or Cyber Monday sales. This means there may be some days where the entire Daily Budget is not used. Shopify may roll over any unused portion of the Daily Budget to be used for subsequent days during the course of the Calendar Week. The sum of the Daily Budget will never exceed the Total Budget, if applicable, or the Daily Budget multiplied by the number of days available in the Calendar Week.

  2. The Total Budget, Daily Budget and the Cost per Acquisition will be provided by the Merchant in the Shop channel found in your Shopify Admin.

  3. For each Offer Transaction, Shopify will debit the Cost per Acquisition amount from the Total Budget. If an Offer Transaction is refunded, whether partially or in full, Shopify may (in its sole discretion) return the Cost per Acquisition from the refunded Offer Transaction to the Total Budget amount.

  4. The Merchant can change the Total Budget, Daily Budget or the Cost per Acquisition in the Shop channel found in your Shopify Admin at any time during the Term.

  5. Shopify does not guarantee any specific number of Offer Transactions for the Merchant during the Term.

3. How it Works

  1. Shopify will: (i) identify and select Buyers, that have not previously ordered from the Merchant, to receive Offers; (ii) monitor and track the Cost per Acquisition for each Offer Transaction and debit it from the Total Budget; and (ii) provide Merchant with the full purchase amount for each Offer Transaction.

  2. For greater certainty, Merchant will receive the full order amount set by the Merchant for any Offer Transaction, and Shopify will receive the Cost per Acquisition for each Offer Transaction. Shopify will not charge the Merchant more than the defined Cost per Acquisition to offer a Offer to a Buyer. Other charges may apply between Merchant and Shopify under the Merchant Agreement.

  3. All items available in the Merchant’s Shop channel will be available for Buyers to purchase via an Offer.

  4. Shopify may use a Merchant’s Primary Email Address or the email address connected to a Staff Account that was used to create, implement, edit or set up a Shop Campaign to send emails, including marketing emails, related to an Offer.

4. Payment Terms

  1. The Total Budget will be funded from the Merchant’s Shopify Payments account. Merchant expressly agrees that Shopify may withdraw up to the Total Budget amount from the Merchant’s Shopify Payments account balance as of the Launch Date. While Shopify may withdraw the Total Budget amount in one draw during the applicable time frame, in most instances Shopify intends to draw down the Cost per Acquisition for each Offer Transaction from the Total Budget each time an order is placed using an Offer. This will continue until the Total Budget amount is reached.

  2. Any amounts withdrawn from the Merchant’s Shopify Payments account will be deposited into a dedicated account. In the event that the Total Budget is withdrawn in one draw during the applicable time frame, any funds remaining in this account at the end of the Term can be returned to the Merchant’s Shopify Payments account (unless otherwise agreed by the Merchant and Shopify).

  3. If your Shopify Payments account has insufficient funds to cover the Cost per Acquisition, Shopify will attempt to draw down from the Shopify Payments account until successful. During this period, Shopify will withhold the Offer amount and will only pay out once Shopify is able to draw down from the Total Budget.

5. Term

  1. The launch date (the “Launch Date”) will begin on the Shop Campaign start date specified by the Merchant in the Shop channel.

  2. These Terms will commence on the Launch Date and will continue until: i) the Merchant terminates the campaign by updating their preferences in the Shop channel or ii) Shopify terminates the campaign.

6. Termination

  1. In addition to Shopify’s termination rights in the Shopify Terms of Service, Shopify may terminate these Terms at any time for any reason. The Merchant may terminate these Terms by terminating their Shop Campaign.

  2. For the avoidance of doubt: (a) if these Terms terminate in accordance with its terms, any other Merchant Agreements will not co-terminate unless those Merchant Agreements also terminate in accordance with terms of such Merchant Agreements; and (b) if the Merchant Agreements terminate in accordance with their terms, then these Terms will co-terminate on the same day as the Merchant Agreements.

7. Data

  1. Merchant acknowledges and agrees that Shopify is permitted to access and use Merchant’s customer emails and information to determine whether a Buyer is a new customer for the Merchant. Shopify will use commercially reasonable efforts, based on Merchant’s customer emails from previous Merchant orders, to determine if a Buyer is a new customer for the Merchant. Any Shopify determination that a Buyer is a new customer eligible for an Offer will be final.

  2. Shopify will provide reporting information to the Merchant regarding the performance of their Offers during the Term. Shopify will provide this reporting either via the Shopify Admin or by email.

8. Marketing

  1. Merchant grants Shopify, its Affiliates (and their agents and contractors acting on their behalf), during the Term, a personal, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free, license to use, reproduce, and display the Merchant’s name and trademarks, images, graphics, product descriptions or other assets related to the Merchant’s Store (“Marks”) in the marketing, advertising and promotion of Offers and Shop Campaigns in any medium, including the right to use images of the Marks as they may be used in Shop, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium.

  2. Any such use of the Merchant’s Marks as set out in this Section 8 will be at Shopify’s discretion (i.e., Shopify shall have no obligation to display or use any of the Merchant’s Marks, commercial designations or slogans on any Shopify products or services or Shopify marketing materials for such products and services). All other rights in and regarding the Merchant’s Marks, whether express or implied, are expressly reserved to Merchant.

9. Representations and Warranties

In addition to any representations and warranties included in the Shopify Terms of Service, the Merchant represents, warrants and covenants that: (a) Merchant has the legal power to enter into and perform its obligations under these Terms, and the person accepting these Terms on behalf of the Merchant has been duly authorized to do so; and (b) Merchant will comply with all Applicable Laws in the performance of its obligations under these Terms.

10. Indemnities

Merchant will indemnify and hold Shopify and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) (“Claims”) due to, arising out of or related to: (i) Merchant’s breach of its obligations, representations or warranties in these Terms; (ii) Merchant’s Marks or Customer Data.

11. General

These Terms and any appendices attached hereto constitute the entire agreement between the Parties respecting Merchant’s participation in the Services and supersede any prior written or oral agreements between the parties with respect to the subject matter herein. Governing Law. These Terms will be governed in accordance with the applicable jurisdiction specified in Section 13 of the Shopify Terms of Service.

12. Definitions

Applicable Laws” means all laws applicable to the performance of the Parties’ obligations under these Term, including without limitation, all applicable data protection and privacy laws related to the collection, use and disclosure of Personal Data.

Buyer” means a user of Shop.

Calendar Week” means the period of seven consecutive days commencing on Sunday morning and ending the following Saturday night.

Cost per Acquisition” is the amount set by Merchant in these Terms, that Merchant will pay Shopify for each Offer Transaction.

Daily Budget” means the average amount that you want to spend each day over the course of Calendar Week.

New Buyer” means any buyer who does not have an order history associated with the Merchant’s Shopify Store.

Shop” means the Shop App, more details set out at https://shop.app/.

Shopify Admin” means your Account admin on the Shopify website.

Offer” is the incentive provided to New Buyers within the Shop App to encourage them to purchase from your Store. An Offer can consist of varying incentives made available by Shopify and chosen by you using the Shop channel in your Shopify Admin when you create a Shop Campaign.

Offer Transaction” means a finalized Merchant order through Shop where the Buyer received an Offer.

Shopify Terms of Service” means the Merchant’s agreement with Shopify, as set out at https://www.shopify.com/legal/terms.

Total Budget” means the maximum budget set by the Merchant, whether tied to a specific time period or not.