Shopify Plus Terms

Last updated: July 27, 2021

By signing up for a Shopify Account (as such term is defined in Section 1 of the Shopify Terms of Service) and using the Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Shopify Plus Terms”).

You acknowledge and agree that pursuant to Section 5(b)(v) below, you will not sell “Cannabis” products (as defined in Section 5(b)(v) below) via the Store(s), nor link your Store(s) to such products, without Shopify’s express prior written consent.

As used in these Shopify Plus Terms, “we”, “us” and “Shopify” means the applicable Shopify Contracting Party (as defined in Section 3 below).

The services offered by Shopify under the Shopify Plus Terms are described in Section 1 and will hereafter be referred to as the “Services”. Any new features or tools which are added to the current Services will be also subject to the Shopify Plus Terms. You can review the current version of the Shopify Plus Terms at any time at https://shopify.com/plus/legal/terms. Shopify reserves the right to update and change the Shopify Plus Terms by posting updates and changes to https://shopify.com/plus/legal/terms. You are advised to check the Shopify Plus Terms 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 or expressly referenced in these Shopify Plus Terms, including the Shopify Terms of Service located at https://www.shopify.com/legal/terms (“Shopify Terms of Service”), the Shopify Privacy Policy, located at https://www.shopify.com/legal/privacy (“Shopify Privacy Policy”), the Shopify Acceptable Use Policy, located at https://www.shopify.com/legal/aup (“Shopify AUP”), the Shopify Plus Pricing Definitions, located at https://www.shopify.com/legal/shopify-plus-pricing-definitions (“Pricing Definitions”), and, if applicable, the Supplementary Terms of Service for E.U. Merchants ("EU Terms"), and the Shopify Data Processing Addendum https://www.shopify.com/legal/dpa (“Shopify DPA”), before you may use the Services. Additionally, if you offer goods or services in relation to COVID-19, you must read, acknowledge and agree to the Rules of Engagement for Sale of COVID-19 Related Products (“Shopify ROE”) before you may use the Services. If there is a conflict or inconsistency between the Shopify Plus Terms and either of the Shopify Terms of Service or the Shopify Privacy Policy, then the terms of the Shopify Plus Terms will prevail to the extent of any such conflict or inconsistency. If there is a conflict or inconsistency between the Shopify Plus Terms and either of the Shopify AUP, the Pricing Definitions or, to the extent applicable, the Shopify ROE or the EU Terms, then the Shopify AUP, the Pricing Definitions, the Shopify ROE or the EU Terms, as applicable, will prevail to the extent of any such conflict or inconsistency. Unless otherwise agreed to by Shopify in writing, any terms in a purchase order or other communication or document provided by you will be null and void.

1. The Services

  1. During the Term (as defined in Section 10), Shopify will provide hosting, software and commerce services for the store(s) at the URL(s) you designated at the time you signed up for, and commenced using, the Services (“Main Brand”) and for up to ten (10) Expansion Stores, which may be activated from time to time by contacting Shopify. Additional Expansion Stores in excess of 10 may be added by you contacting Shopify, and in such case you will be charged at Shopify's current monthly rate ("Additional Store Fees"). In the context of the Shopify Plus Terms, “Store” means your Main Brand and, to the extent applicable, each Expansion Store. “Expansion Store” means each Store, additional to the Main Brand activated for you by Shopify that:

    1. Is an extension of the Main Brand;
    2. Is identical to the Main Brand with respect to Store name and other branding;
    3. Carries the same types of products as the Main Brand; and
    4. May differ in language.
  2. In addition to Shopify’s basic hosting, software, and commerce services, the Services provided to you will include the following features for the Store(s):

    1. Unlimited SKU’s;
    2. Unlimited bandwidth;
    3. SSO/Multipass API;
    4. Giftcard API available for private applications;
    5. Increased API calls - (up to 500%) on private apps;
    6. TLD SSL Checkout: The checkout of the online Store(s) will reside at your primary sub-domain name and not at Shopify’s; and
    7. Customizable checkout.
  3. Shopify will have the right from time to time during the Term to make updates to the Services, including by modifying or removing one or more of the features listed in Section 1(b) above. Any such updates will be of general applicability to Shopify Plus customers. If Shopify removes or makes a material change to the features listed above, Shopify will notify you via email or by posting notice in the administrative console for the Store(s).
  4. For clarity, Shopify may from time to time offer you additional services, products, applications and tools, including but not limited to Shopify Payments, Shopify Capital, Shopify Shipping, and point-of-sale (POS) services and equipment (“Additional Services”). Additional Services are not within the scope of these Shopify Plus Terms and are subject to additional and separate fees, terms, conditions, and policies that govern their availability and your use (“Additional Service Terms”). Your use of, and access to, any Additional Services is subject to all applicable Additional Service Terms and is outside of the scope of these Shopify Plus Terms.

2. General Conditions

  1. You must read, agree with and accept all of the terms and conditions contained in these Shopify Plus Terms, including the Shopify Terms of Service, the Shopify AUP, the Shopify Privacy Policy, the Shopify DPA, the Pricing Definitions, and, if you operate an E.U. based Store, the EU Terms, before you may use the Services. Additionally, you acknowledge and agree to the Shopify ROE if you sell COVID -19 related products.
  2. After signing up for, and commencing use of the Services, Shopify will provide you with a priority phone line and e-mail address to ensure expedient response times with regard to support issues or any questions regarding the Shopify Plus Terms.
  3. You acknowledge and agree that Shopify may amend these Shopify Plus Terms at any time by posting the relevant amended and restated Shopify Plus Terms on https://shopify.com/plus/legal/terms and such amendments to the Shopify Plus Terms are effective as of the date of posting. Your continued use of the Services after the amended Shopify Plus Terms are posted to https://shopify.com/plus/legal/terms constitutes your agreement to, and acceptance of, the amended Shopify Plus Terms. If you do not agree to any changes to the Shopify Plus Terms, you will provide Shopify with notice of termination pursuant to Sections 10 and 14 of the Shopify Plus Terms. If the EU Terms apply to your Store, then amendments to these Shopify Plus Terms will be provided in accordance with the EU Terms.
  4. You may not use the Services 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), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Services and your performance of obligations under the Shopify Plus Terms.
  5. You agree that you will only access and use the Services solely in accordance with the Shopify Plus Terms, including any terms and conditions contained in the Shopify Plus Terms, such as the Shopify Terms of Service, the Shopify Privacy Policy, the Shopify AUP, the Pricing Definitions, and to the extent applicable the Shopify ROE and the EU Terms.
  6. You will post in a reasonably prominent manner on or in the Store(s), terms of service (“Store Terms”) and a privacy policy (“Store Privacy Policy”) applicable to users of the Store(s). The content of the Store Terms and Store Privacy Policy must be in compliance with applicable laws in your jurisdiction, and must include notice to users of the Store(s) that information submitted by users to the Store(s) will be transmitted to and shared with third parties that may be located in other countries, in order to provide services to such users, including but not limited to transaction processing and fraud prevention.
  7. You are solely responsible for all of the terms and conditions of the transactions conducted on or through the Store(s), including, without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, insurance, fees, applicable taxes, title and licenses, all of which must be in accordance with applicable law.
  8. It is your responsibility to: (i) determine what, if any, taxes apply to transactions occurring via the Store(s); and (ii) collect, report and remit the correct tax to the appropriate tax authorities. Shopify is not responsible for determining whether taxes apply to a transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. Shopify may from time to time make available to you certain tax calculation services offered by third party providers. Such tax calculation services are Third Party Services, as defined in the Shopify Terms of Service.
  9. You are solely responsible for maintaining backups of the Materials, including but not limited to your Store(s) management, inventory, product listings, sales, order and payment tracking data, financial data, reports and numeric results. In the context of these Shopify Plus Terms “Materials” is defined as all content, including photos, images, videos, graphics, written content, audio files, code, information, reports, data, your Marks (as such term is defined in Section 8(c) of these Shopify Plus Terms), or other content posted, uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Shopify Account (as such term is defined in Section 1 of the Shopify Terms of Service).
  10. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Shopify.
  11. The Shopify Plus Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Shopify Plus Terms and Shopify’s Shopify Plus Terms available in another language, the most current English version of the Shopify Plus Terms at https://shopify.com/plus/legal/terms will prevail. Any disputes arising out of these Shopify Plus Terms will be resolved in English unless otherwise determined by Shopify (acting in its sole discretion) or as required by applicable law.
  12. The Shopify Plus Terms will 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 United Nations Convention on Contracts for the International Sale of Goods will not apply to these Shopify Plus Terms and is hereby expressly excluded.
  13. All the terms and provisions of the Shopify Plus Terms will be binding upon and inure to the benefit of the parties to the Shopify Plus Terms and to their respective heirs, successors, permitted assigns and legal representatives. Shopify will be permitted to assign these Shopify Plus Terms without notice to you or consent from you. You will have no right to assign or otherwise transfer the Shopify Plus Terms, or any of your rights or obligations hereunder, to any third party without Shopify’s prior written consent, to be given or withheld in Shopify’s sole discretion.
  14. All sections of the Shopify Plus 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.

3. Shopify Contracting Party

  1. If the billing address of your Store is located in the United States or Canada, this Section 3(a) applies to you:

    1. “Shopify Contracting Party” means Shopify Inc., a Canadian corporation, with offices located at 151 O’Connor Street, Ground floor, Ottawa, Ontario, K2P 2L8.
    2. 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 Shopify Plus Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Shopify Plus Terms and is hereby expressly excluded.
  2. If the billing address of your Store is located in the Asia Pacific region (including Australia, New Zealand, China, Japan or Singapore), this Section 3(b) applies to you:

    1. “Shopify Contracting Party” means Shopify Commerce Singapore Pte. Ltd, a corporation formed under the laws of Singapore, with offices located at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.
    2. The parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Shopify Plus Terms and that accordingly any proceedings arising out of or in connection with the Shopify Plus Terms will be brought in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Shopify Plus Terms and is hereby expressly excluded.
  3. If the billing address of your Store is located in EMEA region or other jurisdictions not listed in Section 3(a) or 3(b), (including Europe and Russia, the Middle East, Africa, South America, Caribbean, or Mexico) this Section 3(c) applies to you:

    1. “Shopify Contracting Party” means Shopify International Limited, a private company limited by shares, incorporated in Ireland under registration number 560279, with its registered offices located at 2nd Floor Victoria Buildings, 1-2 Haddington Road, Dublin 4, D04 XN32, Ireland, VAT number IE 3347697KH and its website is at https://www.shopify.com/.
    2. You irrevocably and unconditionally agree to submit to the jurisdiction of Irish courts, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Shopify Plus Terms and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by Shopify in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these and is hereby expressly excluded.

4. Confidentiality

  1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Shopify’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices, including for clarity the Shopify Plus Terms. You acknowledge that Confidential Information may contain material, non-public information of Shopify, and you are aware, and your representatives have been advised, that applicable securities laws prohibit any person having material, non-public information about Shopify from purchasing or selling securities of Shopify.
  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Shopify Plus Terms and in accordance with any other obligations in these Shopify Plus Terms, including this Section 4. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Shopify Plus Terms, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Shopify Plus Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Shopify Plus Terms.
  3. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
  4. Notwithstanding the foregoing provisions in this Section 4, the parties may disclose the terms and conditions of the Shopify Plus Terms: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Shopify Plus Terms; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of the Shopify Plus Terms or any rights under the Shopify Plus Terms, provided that reasonable measures are used to preserve the confidentiality of the Confidential Information; (v) in confidence, to auditors, accountants and their advisors who are subject to confidentiality obligations at least as restrictive as those in this Section 4; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Shopify Plus Terms. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties will reasonably cooperate to limit disclosure of Confidential Information, including the terms and conditions of the Shopify Plus Terms. For greater certainty, nothing in this Section 4 will diminish a receiving party’s obligations under the Shopify Plus Terms to comply with applicable privacy and personal information protection laws.

5. Representations and Warranties

  1. Shopify represents and warrants to you that:

    1. During the Term it will provide the Services in a manner consistent with these Shopify Plus Terms; and
    2. It has the legal power to enter into and perform its obligations and grant the rights to you as set out in these Shopify Plus Terms.
  2. You represent, warrant and covenant that:

    1. You have the legal power to enter into and perform your obligations under these Shopify Plus Terms;
    2. As between you and Shopify, you are better able to put in place physical and procedural impediments to the inappropriate use of the Services. You will be responsible for the Materials (including the accuracy, adequacy, quality, integrity, legality, reliability and appropriateness of same) and the operation of, and transactions processed through the Store(s).
    3. With respect to the Materials: (i) you own or have validly licensed, or will own or validly license, the right to all materials generated, stored, posted, displayed, exhibited or distributed by, or uploaded or transmitted to or from the Store(s); (ii) any Materials that you generate, upload, store, post, exhibit, display, distribute or transmit do not and will not infringe or violate any of the copyright, patent, trademark, or any other intellectual property, personal or proprietary rights of any third party (“Third Party Rights”); and (iii) you have or will have the right and authority to offer, sell, trade, distribute or export the products or services described in the materials and such offer, sale, trade, distribution, or export does not or will not violate any applicable laws or Third Party Rights.
    4. Any sales transactions occurring on or in the Store(s) will represent a bona fide sale, you will fulfill all of your obligations to each purchaser who entered into a transaction with you, and you will resolve any dispute or complaint directly with your purchaser.
    5. You will not sell Cannabis products via the Store(s), nor link your Store(s) to such products, without Shopify’s express prior written consent. In this context “Cannabis” has the meaning set forth in applicable law (including any alternative terms and spellings of such terms such as “marihuana” and “marijuana”). Non-compliance with this Section 5(b)(v), as determined by Shopify in its sole discretion, may result in the removal of Materials, suspension of your Account and/or immediate termination of the Shopify Plus Terms.
  3. EXCEPT AS SPECIFICALLY SET OUT IN THIS SECTION 5, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. SHOPIFY AND ITS THIRD-PARTY LICENSORS AND SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE YOU NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES OR ANY PRODUCTS PROVIDED UNDER THESE SHOPIFY PLUS TERMS AND SHOPIFY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DURABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SHOPIFY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR EXPECTATIONS, BE SECURE, TIMELY, UNINTERRUPTED OR FREE FROM DEFECTS OR ERRORS, OR THAT DEFECTS OR ERRORS WILL BE CORRECTED. SHOPIFY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF USING THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CUSTOMER BASE, COMMERCIAL ADVANTAGE, OR RISK OF INJURY TO YOUR SYSTEMS OR NETWORK (OR ANY USER'S SYSTEMS OR NETWORK). SHOPIFY WILL NOT BE LIABLE TO YOU, ANY USER OR ANY THIRD PARTY FOR ANY USE OF OR INACCURACY IN ANY MATERIALS OR FOR ANY TRANSACTIONS PROCESSED THROUGH THE STORE(S).

6. Indemnities and Limitation of Liability

  1. You acknowledge and agree that you 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:

    1. the Materials;
    2. your use or misuse of the Services except to the extent such Claims arise solely from a third-party claim that Shopify IP infringes third party rights or violates applicable law;
    3. disputes arising from transactions made via the Store(s), or your relationship with any of your customers;
    4. any breach of your representations and warranties set forth in Section 5;
    5. your breach of the Shopify Plus Terms and any documents the Shopify Plus Terms incorporate by reference;
    6. your violation of any applicable law or Third-Party Rights; or
    7. your failure to report or pay any such taxes, duties or assessments arising in connection with Section 9(g) of these Shopify Plus Terms.
  2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHOPIFY BE LIABLE TO YOU FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SHOPIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SHOPIFY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE SHOPIFY PLUS TERMS EXCEED THE PLATFORM FEES (AS DEFINED IN SECTION 9(a)) PAID BY YOU IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED BY SHOPIFY FOR THE SERVICES AND THAT IF SHOPIFY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, THE FEES WOULD OF NECESSITY BE SUBSTANTIALLY INCREASED.

7. Waiver, Severability, and Complete Agreement

  1. The failure of Shopify to exercise or enforce any right or provision of the Shopify Plus Terms will not constitute a waiver of such right or provision. If any provision of the Shopify Plus Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will 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 provision of the Shopify Plus Terms will remain in full force and effect.
  2. The Shopify Plus Terms, including the documents it incorporates by reference, constitute the entire agreement between you and Shopify and govern your use of the Services, superseding any prior agreements between you and Shopify (including, but not limited to, any prior versions of the Shopify Plus Terms).

8. Intellectual Property and Your Content

  1. You or your third-party licensors, retains ownership over all Materials. You will be solely responsible for the accuracy, adequacy, quality, integrity, legality, reliability, and appropriateness of all Materials posted on the Store(s) or otherwise generated, uploaded, stored, posted, displayed, distributed, transmitted or exhibited in connection with your use of the Services. For any Materials that you generate, upload, store, post, display, distribute, transmit or exhibit in connection with the Services, you grant to Shopify a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right to review, use, reproduce, modify, adapt, translate, publish, duplicate, create derivative works of, store, transmit, distribute, publicly perform and display any or all of such Materials in any form, media or technology whether known or not currently known, in any manner, solely in order to provide the Services and for no other purpose unless you provide prior consent. You represent and warrant that you have all the rights, power and authority necessary to grant the above license.
  2. You acknowledge and agree that:

    1. the Services and any applicable Beta Services (as defined in Section 11 of these Shopify Plus Terms), including without limitation any associated software, documentation, applications, websites, tools and products (including any storefront design templates found in Shopify’s Theme Store), and any modifications, enhancements and updates thereto, and all intellectual property rights therein (collectively, “Shopify IP”) are exclusively owned by Shopify and/or our third party providers;
    2. the Shopify IP contains valuable copyrighted material and is protected by Canadian, U.S. and international copyright and other intellectual property laws;
    3. subject to your compliance with the Shopify Plus Terms, Shopify grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the Shopify IP, solely for the purposes of using the Services in compliance with the Shopify Plus Terms; and
    4. You have no rights in the Shopify IP, other than the rights and licenses granted herein.
  3. The trade names, trademarks, service marks, trade dress and logos (collectively “Marks”) of each party, its parent or affiliates are the exclusive property of such party and, except as otherwise provided in the Shopify Plus Terms, the other party will not use such Marks or any abbreviation or adaptation thereof for any purposes without the prior written consent of the party who owns such Marks. Notwithstanding the foregoing or Section 8(a) of these Shopify Plus Terms, you hereby grant Shopify a non-exclusive right and license to use your Marks to promote the Services, which includes the right to publicly identify you as a customer of Shopify. Each party acknowledges that all use of the other party’s Marks will inure to the benefit of and be on behalf of the party owning such Marks.

9. Payment of Fees

  1. Monthly Platform Fee. In exchange for the rights granted pursuant to the Shopify Plus Terms, and subject to the Shopify API License and Terms of Use at https://www.shopify.com/legal/api-terms, you will pay the Platform Fees for each Billing Month during the Initial Term (as defined in Section 10) and, subject to Section 9(c) below, any Renewal Term (as defined in Section 10). In the context of these Shopify Plus Terms, “Billing Month” means the monthly period starting on the Effective Date (as defined in Section 10), and the corresponding date of each calendar month thereafter, and ending on the corresponding date of the next calendar month. Subject to Minimum Platform Fee (as defined below), “Platform Fee” means an amount that is equal to 0.25% of each Store’s monthly Eligible Platform Transactions (as defined in the Pricing Definitions), plus any Additional Store Fees. The minimum monthly Platform Fee will be $2,000 USD, plus any Additional Store Fees (“Minimum Platform Fee”). Platform Fees will be calculated on the aggregated Eligible Platform Transactions of all Stores.
  2. Monthly Transaction Fee. If at any time during a Billing Month Shopify Payments is not enabled for a Store, you will pay Transaction Fees for such Store. “Transaction Fee” means an amount that is equal to 0.15% of a Store’s Eligible Gateway Transactions (as defined in the Pricing Definitions). Transaction Fees will be calculated for each Eligible Gateway Transaction processed by a Store during the period that Shopify Payments is not enabled for such Store.
  3. Fee Increases. For any Renewal Term, Shopify may in its sole discretion introduce new fees applicable to the Services, or increase any of the existing Fees, provided that Shopify gives you written notice of any such additional fees or Fee increases at least 15 days prior to the end of the Initial Term (as defined in Section 10), or 15 days prior to the end of the then-current Renewal Term. In this context “Fee” means collectively, the Platform Fees, the Transaction Fees and any other fees implemented by Shopify pursuant to this Section 9(c) and such notice may be provided via email or by posting such notice in the administrative console for the Store(s). If Shopify does not provide notice to you pursuant to this Section 9(c), then the Fees applicable to the Initial Term or immediately prior Renewal Term, as applicable, will continue to apply to the subsequent Renewal Term.
  4. Billing Dates. The Fees for each Billing Month will be due and payable on the first day of the subsequent Billing Month (“Billing Date”). All payment notifications will be sent directly to you via email, and invoices will appear on the Main Brand’s administrative console, under “Accounts”.
  5. Method and Timing of Payment.

    1. Authorized Credit Card. In order to access and use the Services, you must keep a valid credit card on file with Shopify (“Authorized Card”). Shopify will charge the Authorized Card for any one-time, non-recurring charges applicable to the Store(s), including but not limited to one-time fees for any Apps or Themes purchased by a Store, and Shopify will charge applicable Fees to the Authorized Card in accordance with Section 9(e)(ii) below. The method of payment may be changed upon the mutual agreement of the parties.
    2. Timing of Payment. Shopify will be entitled to charge the Fees to the Authorized Card on each Billing Date for the duration of the Term.
  6. Applicable Currency. Unless the parties agree otherwise, all Fees and other charges will be calculated in U.S. dollars, and all payments will be in U.S. dollars (“Applicable Currency”). If any of the Store(s) process transactions in a currency other than the Applicable Currency, then for the purposes of calculating Platform Fees and any applicable Transaction Fees, the monetary value in the Applicable Currency of each Eligible Platform Transaction and Eligible Gateway Transaction will be determined using the currency conversion rate in effect at the time that such Eligible Platform Transaction or Eligible Gateway Transaction is processed by the Store.
  7. Taxes. You will, in addition to the other amounts payable under the Shopify Plus Terms, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state, provincial or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by the Shopify Plus Terms, excluding only taxes based on Shopify’s net income.
  8. Disputed Charges. It is your responsibility to review all invoices for accuracy. Failure by you to dispute any charge within 30 days of the applicable Billing Date or invoice date, if later, will constitute your agreement that the invoiced Fees and other applicable charges are valid and a waiver of any claims you may have had regarding such Fees or charges.
  9. Unpaid Fees. If Shopify is not able to process payment of Fees using the Authorized Card, Shopify will notify you. If after such notice to you, Shopify is still not able to process payment of Fees using the Authorized Card, then Shopify may suspend the Services and revoke your access to the administrative console for the Store(s). Access will be reactivated upon payment of any outstanding Fees. During any period of suspension, you will not be able to access the administrative console for the Store(s), and the online Store(s) will not be accessible by users. If the outstanding Fees remain unpaid for 30 days following the date of suspension, Shopify reserves the right to terminate the Shopify Plus Terms. Any unpaid Fees (excluding amounts disputed by you in reasonable and good faith) will bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law. You will pay all reasonable expenses (including attorney’s fees and court costs) incurred by Shopify in collecting unpaid Fees, excluding amounts disputed by you in reasonable and good faith.

10. Term and Termination

  1. The Shopify Plus Terms will commence on the date you start using of the Services (“Effective Date”) and will remain in force for an initial term of 12 months (the “Initial Term”), unless terminated earlier pursuant to the Shopify Plus Terms. The Shopify Plus Terms will renew for one-month terms (each a “Renewal Term”) beginning on the one-year anniversary of the Effective Date, unless either party provides the other with notice of its intention not to renew at least 15 days prior to the expiry of the Initial Term or then-current Renewal Term.
  2. Either party may terminate the Shopify Plus Terms at any time during any Renewal Term by providing the other party with at least 15 days’ prior written notice. The Initial Term and Renewal Term are collectively referred to as the “Term”.
  3. In addition to Shopify’s right to terminate the Services pursuant to the Shopify Terms of Service and the Shopify AUP, and the termination rights set out elsewhere in the Shopify Plus Terms, either party may terminate the Shopify Plus Terms upon written notice if the other party:

    1. assigns or attempts to assign the Shopify Plus Terms to a third-party in violation of the Shopify Plus Terms;
    2. fails to correct a material breach of its obligations under the Shopify Plus Terms within 30 days after receipt of written notification from the notifying party of such material breach;
    3. ceases to carry on business as a going concern; or
    4. initiates a bankruptcy, reorganization or insolvency proceeding, or has such a proceeding initiated against it, makes an assignment for the benefit of creditors, or consents to the appointment of a trustee.
  4. Upon the expiry of the Shopify Plus Terms, or termination of the Shopify Plus Terms by either party for any reason:

    1. Shopify will cease providing you with the Services and you will no longer have access to the administrative console for the Store(s);
    2. Your online Store(s) will be taken offline;
    3. Unless otherwise provided in the Shopify Plus Terms or Shopify Terms of Service, you will not be entitled to any refunds of any prepaid Fees, pro rata or otherwise;
    4. any outstanding balance of any Fees or other charges owed by you to Shopify up to the effective date of termination will immediately become due and payable in full;
    5. if (i) Shopify terminates the Shopify Plus Terms pursuant to Section 9(i) or Section 10(c) during the Initial Term; or (ii) if you terminate the Shopify Plus Terms for any reason other than pursuant to Section 10(c) during the Initial Term, then as a genuine pre-estimate of Shopify’s damages, and not as a penalty, Shopify will have the right to charge you the remaining Minimum Platform Fees for the Initial Term; and
    6. each party will immediately discontinue all use of the other party’s Confidential Information.

11. Beta Services

  1. From time to time, Shopify may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Shopify will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Shopify Confidential Information and subject to the confidentiality provisions in these Shopify Plus Terms. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Shopify’s prior written consent. Shopify makes no representations or warranties that the Beta Services will function. Shopify may discontinue the Beta Services at any time in its sole discretion. Shopify will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Shopify may change or not release a final or commercial version of a Beta Service in our sole discretion.

12. Feedback and Reviews

  1. Shopify welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material (collectively, “Suggestions") to Shopify be subject to any obligation of confidentiality or expectation of compensation. By submitting a Suggestion to Shopify (whether submitted directly to Shopify or posted on any Shopify hosted forum or page), you waive any and all rights in the Suggestion and that Shopify is free to implement and use the Suggestion if desired, as provided by you or as modified by Shopify, without obtaining permission or license from you or from any third party.

13. Privacy and Data Protection

  1. Shopify is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Services, you acknowledge and agree that the Shopify Privacy Policy and the Shopify DPA will govern Shopify’s use and storage of, and access to, personal information of you and your purchasers, users or Store visitors transmitted via or stored on the Services. Any personal information that you transmit to Shopify, or that Shopify collects on your behalf relating to residents of the European Economic Area will be processed by Shopify’s Irish affiliate Shopify International Ltd., in accordance with the Shopify Privacy Policy.
  2. If: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Shopify’s collection and use of personal information of any European residents is subject to the Shopify DPA.

14. Legal Notice

  1. All legal notices or demands to or upon Shopify will be made in writing and sent to Shopify via email to contract_notices@shopify.com.
  2. Unless otherwise indicated in the Shopify Plus Terms, all legal notices or demands to or upon you by Shopify will be made in writing and sent to you personally, via courier or certified mail, or email. Notice to you will be provided using the information you provide in your Shopify Account. Except as otherwise specified in these Shopify Plus 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.