Terms of Service
Last updated on: June 8th, 2015
By signing up for the Shopify service (“Service”) or any of the services of Shopify Inc. (“Shopify”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Services offered by Shopify under the Terms of Service include various products and services to help you create and manage a retail store, whether an online store (“Online Services”), a physical retail store (“POS Services”), or both. Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.shopify.com/legal/terms. Shopify reserves the right to update and change the Terms of Service by posting updates and changes to the Shopify website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using Shopify or any Shopify services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
- You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
- To access and use the Services, you must register for a Shopify account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Shopify may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You acknowledge that Shopify will use the email address you provide as the primary method for communication.
- You are responsible for keeping your password secure. Shopify cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as data, graphics, photos and links that is uploaded under your Shopify Account (“Store Content”). You must not transmit any worms or viruses or any code of a destructive nature.
- A breach or violation of any term in the Terms of Service as determined in the sole discretion of Shopify will result in an immediate termination of your services.
2. Account Activation
- Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.
- If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Upon completion of sign up for the Service, Shopify will create a PayPal Express Checkout account on your behalf, using your email address. Depending on your location, Shopify may also create a Shopify Payments account on your behalf.
- You acknowledge that PayPal Express Checkout and/or Shopify Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them.
- Upon purchasing a domain name through Shopify, domain registration will be preset to automatically renew each year so long as your Shopify Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
3. General Conditions
- Technical support is only provided to paying Account holders and is only available via email.
- The Terms of Service 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 of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that Shopify may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Shopify’s website, available at https://www.shopify.com/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Shopify’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the Shopify service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of Canada and the Province of Ontario.
- 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 without the express written permission by Shopify.
- You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Shopify or Shopify trademarks and/or variations and misspellings thereof
- Questions about the Terms of Service should be sent to email@example.com.
- You understand that your Store 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.
4. Shopify Rights
- We reserve the right to modify or terminate the Service for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Store Content and Accounts containing 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 of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Shopify customer, Shopify employee, member, or officer will result in immediate Account termination.
- Shopify does not pre-screen Store Content and it is in our sole discretion to refuse or remove any Store Content that is available via the Service.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Shopify employees and contractors may also be Shopify customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
- Shopify retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Shopify reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
5. Limitation of Liability
- You expressly understand and agree that Shopify shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
- In no event shall Shopify or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shopify partners, officers, directors, agents, 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 of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
- Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Shopify does not warrant that the Service 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 will be accurate or reliable.
- Shopify does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
6. Waiver and Complete Agreement
The failure of Shopify to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Shopify and govern your use of the Service, superseding any prior agreements between you and Shopify (including, but not limited to, any prior versions of the Terms of Service).
7. Intellectual Property and Customer Content
- We do not claim any intellectual property rights over the material you provide to the Shopify service. All material you upload remains yours. You can remove your Shopify store at any time by deleting your Account.
- By uploading Store Content, you agree: (a) to allow other internet users to view your Store Content; (b) to allow Shopify to display and store your Store Content; and (c) that Shopify can, at any time, review all the Store Content submitted by you to its Service.
- You retain ownership over all Store Content that you upload to a Shopify store; however, by making your store public, you agree to allow others to view your Store Content. You are responsible for compliance of Store Content with any applicable laws or regulations.
- You retain ownership over all content that you submit to a Shopify store however, by making your store public, you agree to allow others to view your content.
- We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
8. POS Services
In addition to the terms applicable to Services generally, the following 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://www.shopify.com/pos, programs, documentation, apps, tools, internet-based services and components, Shopify’s POS hardware (“POS Equipment”) and any updates thereto provided to you by Shopify.
- Access to and use of the POS Services requires that you have an active and valid Account.
- If your POS Services are enabled with Shopify Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must the same as that used for your Online Services, if applicable.
- You can terminate your POS Services without terminating your Account 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).
- You agree to use the POS Services in accordance with all procedures that may be provided by Shopify from time to time.
- While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
- POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement, located at https://www.shopify.com/legal/notice. Upon payment for and acceptance of delivery of the POS Equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. POS Equipment is subject to our Return Policy, which can be found at https://hardware.shopify.com/pages/return-policy. Returns and refunds are not available for physical gift cards purchased from the Shopify Hardware Store.
- The fees for POS Services shall be determined based on the number of locations using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the Shopify web administrative console. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular Billing Cycle. In the event of any discrepancy between the number of locations added by you through the Shopify web administrative console and the number of locations detected by Shopify, the number of locations detected by Shopify shall be deemed to be correct.
9. Theme Store
- You may establish the appearance of your Shopify store with a design template from Shopify’s Theme Store (“a Theme”). If you download a Theme, you are licensed to use it for a single store only. You are free to transfer a Theme to a second one of your own stores if you close your first store. You are not permitted to transfer or sell a Theme to any other person’s store on Shopify or elsewhere. Multiple stores require multiple downloads and each download is subject to the applicable fee. Shopify gives no assurance that a particular Theme will remain available for additional downloads.
- You may modify the Theme to suit your store. Shopify may add or modify the footer that refers to Shopify at its discretion. Shopify may modify the Theme where it contains, in our sole discretion, an element that may be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any person’s intellectual property, even if you received the Theme in that condition. Shopify may modify the Theme to reflect technical changes and updates as required.
- The intellectual property rights of the Theme remain the property of the designer. If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against you, and Shopify may take administrative action such as modifying your store or closing your store.
- Technical support for a Theme is the responsibility of the designer, and Shopify accepts no responsibility to provide such support. Shopify may be able to help you contact the designer.
- It is the responsibility of the user, and not Shopify, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.
10. Shopify Experts
- Shopify Experts is an online directory of independent third parties ("Experts") that can help you build and operate your Shopify store. Shopify does not employ Experts and is in no way affiliated with Experts.
- Shopify does not endorse Experts and takes no responsibility for any work performed by Experts or failure to fulfill a work order. Links to websites of Experts, announcements about services or offers, and responses to email inquiries regarding Experts, are provided solely for informational purposes at the discretion of Shopify and shall not be construed or imply permission, or an affiliation, position regarding any issue in controversy, authentication, appraisal, sponsorship, nor a recommendation or endorsement of any website, product, service, activity, business, organization, or person, and any offers, products, services, statements, opinions, content or information on any linked third-party website.
- Under no circumstances shall Shopify be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and Shopify experts. These limitations shall apply even if Shopify has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.
11. Payment of Fees
- A valid credit card is required for Accounts able to process orders using a live payment gateway. Accounts used for development purposes (unable to process orders using a live payment gateway) do not require a valid credit card.
- The service will be billed in 30 day intervals. When your billing period is over the Account Owner will be sent an invoice via the email provided. As well, an invoice will appear on the Account page of your Shopify administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
- All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- If you are a resident of Canada, you are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Shopify’s products and services. These Taxes are based on the rates applicable to the Canadian billing address you provide to us. Such amounts are in addition to fees for such products and services and will be billed to the credit card you use to pay for the products and services. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
- If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Shopify’s products and services, including without limitation, your subscription to or purchase of Shopify’s Online Services, POS Services, POS Equipment, apps, Themes and domains (“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use to pay for the Taxable Offerings. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
- If you are not a resident of Canada or the U.S., and not subject to Canadian Goods and Services Tax/Harmonized Sales Tax (GST/HST) in respect of your subscription to or purchase of Shopify’s products and services, you must provide us with a statement by email to firstname.lastname@example.org stating that: (i) you are not a resident of Canada or the U.S.; (ii) you are not GST/HST registered; and (iii) to the extent that you are an individual and not a corporation or other legal entity, you were not physically present in Canada when Shopify’s products and services were made available to you. The statement should also include your complete home and/or business location address. If you do not provide such information, you will be charged for Taxes applicable to your subscription to or purchase of Shopify’s products and services, which will be billed to your credit card until after such time that you provide us with the information described above. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to email@example.com.
- Shopify does not provide refunds.
12. Cancellation and Termination
- You may cancel your Account at anytime by emailing firstname.lastname@example.org and then following the specific instructions indicated to you in Shopify's response.
Upon termination of the Services by either party for any reason:
- Shopify will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fees, pro rata or otherwise;
- any outstanding balance owed to Shopify for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your store website will be taken offline.
If you purchased a domain name through Shopify, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
If at the date of termination of the Service, there are any outstanding fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We reserve the right to modify or terminate the Shopify Service or your Account for any reason, without notice at any time.
Fraud: Without limiting any other remedies, Shopify may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
13. Modifications to the Service and Prices
- Prices for using the Services are subject to change upon 30 days notice from Shopify. Such notice may be provided at any time by posting the changes to the Shopify Site (shopify.com) or the administration menu of your Shopify store via an announcement.
- Shopify reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
- Shopify shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
14. Optional Tools
- Shopify may provide you with access to third party tools over which Shopify neither monitors nor has any control or input.
- You acknowledge and agree that Shopify provides access to such tools ‘as is’ 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 the terms on which tools are provided by the relevant third party provider(s).
- Shopify strongly recommends that merchants seek specialist advice before using or relying on certain tools. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates merchants should charge end users.
15. DMCA Notice and Takedown Procedure
Shopify supports the protection of intellectual property and asks Shopify merchants to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Shopify’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the material claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure
150 Elgin Street, Suite 800
Ottawa, ON K2P 1L4