Shop Campaigns Merchant Terms

1. Shop Campaigns

Shop Campaigns is a product that includes, at the request of participating Shopify merchants ("Merchant(s)"), Shopify (i) generating and managing ad campaigns promoting your goods or services, including determining timing and different types of ad placements, (ii) in some cases displaying those ad campaigns within Shop ("Offers"), and (iii) in some cases for Merchants who opt in, running those ad campaigns on certain third-party platforms ("Third-Party Platform Ads") (collectively, "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. Merchant Obligations

1. For each Shop Campaign you initiate from within the Shop channel in your Shopify administrative console, you agree to set a Daily Budget and Customer Acquisition Cost information applicable to that Shop Campaign.

2. You may change the Daily Budget in the Shop channel found in your Shopify Admin at any time during the Term.

3. You agree to pay Shopify the Customer Acquisition Cost amount for any Attributed Transaction made during the Term, up to the Daily Budget on an individual day. "Attributed Transaction" means a finalized Merchant order through Shop where (i) the Buyer has not previously made a purchase from the same Merchant, according to the Merchant’s Shopify transaction history, or meets other criteria set by the Merchant when initiating a Shop Campaign; and (ii) the Merchant has an active Shop Campaign. Your obligation to pay will continue for as long beyond the Term as is necessary for Shopify to recover any outstanding amount owed.

3. Shopify Rights and Obligations

1. 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 the Services.

2. Shopify will: (i) generate the content of ad units promoting the Merchant’s Materials and any products included in the Merchant’s Shop channel; (ii) determine the timing and different types of ad placements; (iii) in the case of Offers, display those ad units within Shop; and (iv) in the case of Third-Party Platform Ads, run advertisements on platforms operated by third parties using a Shopify-maintained account, which will be subject to any applicable third-party terms and conditions.

3. Shopify may (i) in the case of Offers, determine Buyers eligible to see or redeem Offers; and (ii) in the case of Third-Party Platform Ads, determine the targeting criteria used to run each campaign.

4. For each Attributed Order, Shopify will separately (i) ensure the Merchant is paid the full order amount; and (ii) withdraw the Customer Acquisition Cost from the Merchant’s Shopify Payments account balance or recover it from amounts already withdrawn. For any Attributed Order, Shopify may withdraw the full Customer Acquisition Cost or a reduced amount, if necessary to meet other criteria set by Merchant for the applicable Shop Campaign. Merchant expressly agrees that Shopify may withdraw the Customer Acquisition Cost directly from the Merchant’s Shopify Payments account balance.

5. Shopify will not withdraw more than the Daily Budget on the first day of any Shop Campaign. Amounts not spent on a given day may roll over and be applied to the Daily Budget for subsequent days during the Term; in that case, Shopify may withdraw more than the Daily Budget on such subsequent day.

6. If an Attributed Transaction is refunded, whether partially or in full, Shopify may (in its sole discretion) add the Customer Acquisition Cost from the refunded Attributed Transaction to a subsequent Daily Budget amount.

7. If a Merchant’s Shopify Payments account has insufficient funds to cover the Customer Acquisition Cost, Shopify will attempt to draw down from the Shopify Payments account until successful. During this period, Shopify may pause or end the current Shop Campaign and will only pay out once Shopify is able to recover outstanding Customer Acquisition Costs from your Shopify Payments account or as otherwise agreed with Merchant.

8. Shopify does not guarantee any specific number of Attributed Transactions during the Term.

4. Term and Termination

1. The launch date (the "Launch Date") will begin on the Shop Campaign start date specified by the Merchant in the Shop channel.
2. Shopify may terminate these Terms at any time for any reason. Except as otherwise specified, Merchant is bound by these Terms as long as they have at least one active by Shop Campaign.

5. Data

1. Merchant acknowledges and agrees that Shopify is permitted to access and use Merchant’s customer email addresses and information to determine whether a transaction completed by a Buyer meets the criteria to be considered an Attributed Transaction. Any Shopify determination regarding an Attributed Transaction will be final.

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

6. Marketing

1. Merchant grants Shopify, its Affiliates, and their agents and contractors acting on their behalf, a personal, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free, license to use, reproduce, and display the Merchant’s Materials in the marketing, advertising and promotion Shop Campaigns in any medium, including the right to use images of the Materials 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. This license shall persist for the longer of: (i) one year after the Term begins, or (ii) six months after the Term ends.

2. Any such use of the Merchant’s Materials as set out in this Section 7 will be at Shopify’s discretion (i.e., Shopify shall have no obligation to display or use any of the Merchant’s Materials, 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 Materials, whether expressed or implied, are expressly reserved to Merchant.

7. Representations and Warranties

In addition to any representations and warranties included in the Merchant Agreement, the Merchant represents, warrants and covenants that: (i) 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 (ii) Merchant will comply with all Applicable Laws in the performance of its obligations under these Terms.

8. 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 Materials or Customer Data.

9. 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.

10. Definitions

"Applicable Laws" means all laws applicable to the performance of the Parties’ obligations under these Terms, 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.

"Customer Acquisition Cost" is the maximum amount, set by Merchant, that Merchant will pay Shopify for each Attributed Transaction.

"Daily Budget" means the average amount a Merchant agrees to spend each day over the course of a Calendar Week.

"Shop" means the Shop App and related web services, more details set out at https://shop.app/.

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

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