Scratch Terms of Service

Overview

The following terms (the “Terms of Service”) describe the terms and conditions applicable to your access to and use of the Scratch Photos (“Scratch”) application (the “App”), and the Scratch services, and any associated software or products (collectively referred to as the “Service”). This document is a legally binding agreement between you, as the user of the Service (referred to as “you” or “your”), and Shopify Inc. and its Affiliates (referred to as “we”, “our”, “us” or “Shopify”), where “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Shopify Inc.

The Service is offered by Shopify and includes services to help you edit and remove background images from photos and other content. In providing the Service, Shopify may utilize third party service providers (each, a “Third Party Provider”).

By signing up for the Service (including by downloading the App), you are agreeing to be bound by these Terms of Service. Any new features or tools which are added to the current Service shall also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time here: https://www.shopify.com/tools/scratch-terms. We reserve the right to update and change the Terms of Service by posting updates and changes. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service and our Privacy Policy available at: https://www.shopify.com/legal/privacy before you may use the Service.

General Conditions
1. 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.
2. The Service is available by downloading the App in the Apple App Store and/or the Google Play Store.
3. Technical support is available via email only at scratch.photos@shopify.com.
4. You acknowledge and agree that the Service and the App, 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.
5. You acknowledge and agree that we may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service here: https://www.shopify.com/tools/scratch-terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Service after the amended Terms of Service are posted 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 App or the Service.
6. The Service is to be used to remove background images and graphics from photos containing objects or products. You may not use the Service for any photos featuring identifiable individuals.
7. You may not use the Service for any illegal, fraudulent or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction, or the laws of Canada and the Province of Ontario.
8. 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 our express written permission.
9. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Scratch, Shopify or Shopify’s trademarks and/or variations and misspellings thereof.
10. 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. You and we 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 or your use of the 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.
Our Rights
1. We reserve the right to modify, discontinue or terminate the Service or any part thereof, or terminate your access to the Service, for any reason without notice at any time. We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Service or any part thereof, or the termination of your access to the Service.
2. We reserve the right to refuse the Service to anyone for any reason at any time.
3. A breach or violation of any provision of the Terms of Service, as determined in our sole discretion, may result in an immediate termination of your access to the Service. Without limiting any other remedies that we have, we may suspend or terminate your access to the Service if we suspect that you have engaged in fraudulent activity in connection with the Service.
4. We reserve the right, but are not obligated, to limit the availability of the Service, or products or services made available via the Service, to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
5. It is in our sole discretion to refuse or remove any content that is available via the Service.
Privacy and User Data
1. You understand that any information you provide to us in using the Service 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. Any personal information you provide to us in using the Service will be treated in accordance with the our Privacy Policy (available here: https://www.shopify.com/legal/privacy)
2. You grant us permission to allow the applicable Third Party Provider to access your data and the User Content (as hereinafter defined) and to take any other actions as required for the provision of the Service, and any exchange of data or User Content or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Shopify is not responsible for any disclosure, modification or deletion of your data or User Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Provider to your data or the User Content.
Accuracy, Completeness and Timeliness of Information
1. We make no warranties with respect to the App or Service, and we are not responsible if any information or Content (defined below) available via the Service is not accurate, complete, up-to-date or otherwise does not meet your personal requirements. Any use of or reliance on the material, information or Content made available through the Service is at your own risk. We reserve the right to modify the contents of the Service at any time, but we have no obligation to update any information. You agree that it is your responsibility to monitor changes to the Service.
2. Occasionally there may be information available through the Service that contains typographical errors, inaccuracies or omissions.
3. We undertake no obligation to update, amend or clarify information in the Service or on any related website, except as required by law. No specified update or refresh date applied in the Service or on any related website or application, should be taken to indicate that all information in the Service has been modified or updated.
Third Party Services

We may reference or provide links to the sites of affiliated companies and certain other businesses, including, but not limited to, certain social media platforms (“Third Party Services”). We are not responsible for examining or evaluating, and we do not warrant the offerings, of any of these Third Party Services or the content of their websites. Shopify does not assume any responsibility or liability for the actions, products or content associated with any Third Party Services. It is your responsibility to ensure that you are familiar with and approve of the terms, policies and practices relating to such Third Party Services.
Accuracy of Information
1. You agree to provide current, complete and accurate information in using the Service.
2. We may contact you using the e-mail address you provide in order to provide you with the Service and provide you with information about the Service and other Shopify products or services.
3. Certain personal information, including your email address, may be required to use certain features of the Service. You agree to maintain accurate, complete, and up-to-date information. Your failure to maintain accurate, complete, and up-to-date information may result in your inability to access and use the Service.
Feedback and Other Submissions
1. If you submit any ideas, suggestions, comments, proposals, plans, or other content or submissions to us, whether online, by email or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are under no obligation (1) to use or rely on any Comments; (2) to maintain any Comments in confidence (unless such comments contain personal information); (3) to pay compensation for any Comments; or (4) to respond to any Comments.
2. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other, intellectual property, personal or proprietary right. You further agree that your Comments will not contain defamatory or otherwise unlawful, abusive, hateful 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 or application. 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. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
Prohibited Uses
1. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the App, Service, the Content or any of the products or services available through the Service: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, regulations, rules, or 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, 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 viruses or any other type of malicious or destructive code; (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 or application, other website or application, or the Internet. You covenant not to include any identifiable individuals in the User Content (as defined below) and further covenant not to include property for which any third party has intellectual property rights in the User Content without such third party’s permission.
2. We reserve the right to terminate your use of the Service or any related website or application for violating any of the prohibited uses.
3. You may not (i) compile the Content to replicate a service similar to or competing with Shopify and/or Scratch; (ii) inaccurately attribute ownership or authorship of the Content to yourself or any other third party; or (iii) offer the Content for sale in any way.
Content
1. Through the Service, Shopify may make available certain photos and other content (the “Shopify Content”). You agree not to sell, license, rent or distribute the Shopify Content. Use of the Shopify Content for any purpose not expressly permitted by these Terms of Service is strictly prohibited.
2. You are fully and solely responsible for any images, text, graphics or other content you create, submit or upload through the Service (the “User Content”). You represent and warrant that: (i) your User Content complies with all applicable laws; (ii) you have all necessary rights to upload, use, display and distribute your User Content; (iii) that the User Content (or modifications you may make to such User Content) does not infringe or violate any third party intellectual property rights, privacy or publicity rights, or moral rights; and (iv) the User Content does not violate Shopify’s Acceptable Use Policy located here: https://www.shopify.com/legal/aup. Shopify has no obligation to accept, display, review or maintain any User Content. Moreover, Shopify reserves the right to remove and permanently delete any User Content, including any User Content submitted or modified by any user, without notice and for any reason. Shopify may choose at its sole discretion to monitor the User Content for inappropriate or illegal behavior, including through automatic means. Shopify has the right to delete any User Content from the Service without notice for any reason at any time.
3. The Shopify Content and User Content shall collectively be referred to herein as the “Content”.
Intellectual Property
1. Shopify owns the App, including all worldwide intellectual property rights in the Service, and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Shopify Content or the App. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Shopify Content or Service. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, or trade name of Shopify or any third party.
2. You retain all right, title and interest in any User Content that you submit through the Service. By creating, submitting or posting any User Content through the Service, you grant Shopify and its successors a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, copy, distribute, transmit, display, and broadcast such User Content on, through or in connection with the Service for any purpose and in any medium, including without limitation, for commercially promoting the App and the Services.
Disclaimer of Warranties; Limitation of Liability
1. You expressly agree that your use of, or inability to use, the Service and the Shopify Content is at your sole risk, and Shopify and its Affiliates’, officers, directors, employees, agents and licensors disclaim all warranties, express or implied, in connection with your use of and access to the Service. The Service and Shopify Content are provided to you (except as expressly stated by us) “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. We do not warrant that the App or the Service will be uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the App or the Service will be accurate or reliable, or that the quality of any services, information, or other material purchased or obtained by you through the Service, including but not limited to the Shopify Content, will meet your expectations, or that any errors in the App or the Service will be corrected. Some jurisdictions do not allow limitations on implied warranties, so this limitation may not apply to you.
2. In no event shall Shopify, its Affiliates, officers, directors, employees, agents, 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 opportunity, lost profits, lost revenue, lost savings, loss of data, replacement costs, loss of goodwill or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any part or parts of the App, the Service, the Shopify Content or any services or products procured using the Service, or for any other claim related in any way to your use of the App or the Service or any services or products procured using the Service, including, but not limited to, any errors or omissions in any content or otherwise arising from your use of the App or the Service, 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 App or the Service, even if advised of the possibility of same. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
Indemnification

You agree to indemnify, defend and hold harmless Shopify, its Affiliates, officers, directors, employees, agents, and licensors from any claim or demand, including reasonable attorneys’ fees, resulting, whether directly or indirectly, from: (i) your use of the Service, the App and/or the information contained in the App, the Service and/or the Content; (ii) your breach of any representation, warranty, obligation or covenant under these Terms of Service; or (iii) your violation of the Terms of Service.
Severability

In the event that any provision of these Terms of Service is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Termination
1. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use the App or the Service or by ceasing to use the App or the Service.
2. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate these Terms of Service at any time without notice and accordingly may deny you access to the App or the Service or any part thereof.
3. The obligations and liabilities incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.
Waiver and Entire Agreement
1. The failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
2. These Terms of Service and any policies or operating rules incorporated into these Terms of Service or posted by us in respect to the Service constitutes the entire agreement and understanding between you and us, and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Notice and Takedown Procedure

Shopify supports the protection of intellectual property. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that any of the Content is infringing their intellectual property rights, they can inform us by contacting legal@shopify.com.
Product Claims Against Apple
1. The Terms of Service are concluded between you and Shopify, and not with Apple, and Apple is not responsible for the App or the Services.
2. Apple is a third party beneficiary of the Terms of Service, and upon your acceptance of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service against you.
3. Shopify is responsible for providing maintenance and support with respect to the App and the Services.
4. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your use of the Service, including but not limited to: (a) product liability claims; (b) any claim the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy or similar legislation.

Questions about the Terms of Service should be sent to us at scratch.photos@shopify.com.

Last updated: June 30, 2020