Terms and Conditions

This document is a legally binding agreement between you (and your
client, employer or another entity if you are acting on their behalf)
as the user of the Service (referred to as “you” or “your”) and
Shopify Inc. (referred to as “we”, “our”, “us” or “Shopify”).

The following terms (“Terms of Service”) describe the terms and
conditions applicable to your access to and use of Shopify’s
website Exchange available at https://exchangemarketplace.com
(the “Site”) and its features and services, (including, without limitation,
visiting the Site, listing a Shopify store for sale on the Site and
messaging via the Site).

By visiting the Site, publishing the sale listing of your Store (as defined below in Section 2(b))
on the Site, contacting a seller via the Site and/or replying to any message(s)
that originate from the Site (directly or indirectly), and using our
payment flow in partnership with Escrow.com (“Payment Flow”) you engage in our
“Service” and agree to be bound by the Terms of Service. These Terms of
Service apply to all users of the Site, including without limitation
users who are browsers of the Site, Seller Merchants (as defined below
in Section 2(b)) and Potential Buyers (as defined below in Section
2(a)). In whatever capacity that you access or use the Site and
Services, your use of and access to the Site and Services is subject to
the terms and conditions contained in these Terms of Service, as well as
the Shopify Privacy Policy available at: https://www.shopify.com/legal/privacy and any other applicable rules
and policies that we may publish from time to time, (“Additional
Terms”), all of which are incorporated into the Terms of Service by reference.
If you do not agree with or accept all of the applicable Terms, do not use the Services.

1. Agreement to Terms of Service

a. You hereby waive any applicable rights to require a
non-electronic signature or delivery or retention of non-electronic
records, to the extent not prohibited under applicable law.

b. Any updates or new versions of the Site (including any associated
software), and any new features or tools that are added to the
Services shall be considered Services, and will be subject to these
Terms of Service.

c. You can review the current version of the Terms of Service at any
time here:
https://exchangemarketplace.com/legal/terms.
Shopify reserves the right to update and change the Terms from time to
time by posting such updates and changes to the Site. Any updates or
changes will be effective as of the the date of posting on the Site.
You are advised to check the Site, the Terms of Service and the
Privacy Policy, from time to time for any updates or changes to the
Terms that may impact you. Your continued use of the Services
following Shopify’s posting of any updates or changes to the Terms
will constitute your acceptance of such updates or changes. If you do
not agree to such changes to the Terms, do not continue to use the
Services.

d. If you are an individual, you represent and warrant that you are
over 18 years of age, or the age of majority in the jurisdiction in
which you reside. If you are acting on behalf of your client, your
employer or another entity, you represent and warrant that you have
full authority to bind such client, employer or other entity to the
Terms.

e. You may not access the Services if you are our direct competitor,
except with our prior written consent. In addition, you may not access
the Services for the purposes of monitoring their availability,
performance or functionality, or for any other benchmarking or
competitive purposes.

2. Third Party Service Providers

a. In addition to these Terms of Service, you also agree to be bound
by the additional service-specific terms applicable to services that
you may elect to use or may be provided by Shopify’s partners or other
third parties (“Third Party Services”).

b. Such Third Party Services are made available only as a
convenience, and your purchase, access or use of any such Third Party
Services is solely between you and the applicable third party services
provider (“Third Party Provider”). Any use by you of Third Party
Services offered through the Services or the Site is entirely at your
own risk and discretion, and it is your responsibility to read the
terms and conditions and/or privacy policies applicable to such Third
Party Services before using them.

c. We do not provide any warranties with respect to Third Party
Services. You acknowledge that Shopify has no control over Third Party
Services, and shall not be responsible or liable to anyone for such
Third Party Services. The availability of Third Party Services on the
Site or the integration or enabling of such Third Party Services with
the Services does not constitute or imply an endorsement,
authorization, sponsorship, or affiliation by or with Shopify. Shopify
does not guarantee the availability of Third Party Services and you
acknowledge that Shopify may disable access to any Third Party
Services at any time in its sole discretion and without notice to you.
Shopify is not responsible or liable to anyone for discontinuation or
suspension of access to, or disablement of, any Third Party Service.
Shopify strongly recommends that you seek specialist advice before
using or relying on Third Party Services, to ensure they will meet
your needs.

d. If you enable a Third Party Service for use with the Services,
you grant us permission to allow the applicable Third Party Provider
to access your data and to take any other actions as required for the
interoperation of the Third Party Service with the Services, and any
exchange of data 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 other materials, or for any corresponding losses or
damages you may suffer, as a result of access by a Third Party Service
or a Third Party Provider to your data or other materials.

e. Under no circumstances shall Shopify be liable for any direct,
indirect, incidental, special, consequential, punitive, extraordinary,
exemplary or other damages whatsoever, that result from any Third
Party Services or your contractual relationship with any Third Party
Provider. 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 applicable law.

f. You agree to indemnify and hold us and (as applicable) our
parent, subsidiaries, affiliates, Shopify partners, officers,
directors, agents, employees, and suppliers harmless from any claim or
demand, including reasonable attorneys’ fees, arising out of your use
of a Third Party Service or your relationship with a Third Party
Provider.

g. For the avoidance of doubt, the following are Third Party
Providers under this Agreement:

i. Mailgun offers a Tthird Party Service that is used within the
Service. Your use of the Service (in particular, using the Form and
replying to any message(s) that originate (directly or indirectly)
from the Form) is subject to your acceptance of, and compliance with,
the Mailgun Acceptable Use Policy available here:
https://www.mailgun.com/aup, as it may be amended by Mailgun from time
to time.

ii. Escrow.com offers a Third Party Service that is used within the
Service. Your use of the Service (in particular, sending information
relating to your Store to Escrow.com and using Escrow.com’s services
to complete the sale transaction for your Store), is subject to your
acceptance of and compliance with the applicable Escrow.com terms and
conditions, as may be amended by Escrow.com from time to time.

3. Provision and Use of the Services

a. Seller Merchant: The Services and Site allow you to list your
Shopify store for sale on the Site (a “Store”), to receive messages
from users of the Site (each a “Potential Buyer”) interested in
purchasing your Store or otherwise inquiring about your Store and to
reply to messages received from Potential Buyers via the Site.

b. Browser / Potential Buyer: The Site and Services allow you to
browse the Stores listed on the Site, to submit a message using the
“contact seller” messaging feature on the Site (the “Form”) to a
Shopify merchant that has listed its Store on the Site (a “Seller
Merchant”) and to reply to any message received from a Seller Merchant
in response to any message you send via the Form.

c. By publishing a listing on the Site for the sale of your Store
or selling your store after listing on the Site, you represent and
warrant that: (i) you are the owner of the Store and that you are
listed as the “Account Owner” of the Store (“Account Owner”) or that
you are authorized by the Account Owner of the Store to list the Store
for sale on the Site and to sell the Store; (ii) the Account Owner is
not prohibited from Shopify Payments, and if the Account Owner is
signed up for Shopify Payments, the Account Owner is in good standing
for the purposes of Shopify Payments; (iii) the Store is not on a
Shopify Plus plan; (iv) the Account Owner is not signed up for Shopify
Capital; (v) neither you nor the Account Owner or any staff member of
the Store is an employee or consultant of Shopify Inc. or any of its
affiliates; (vi) you are not breaching any applicable agreements or
obligations by listing the Store on the Site or selling the Store;
(vii) you are not otherwise prohibited from listing or selling the
Store; and (viii) the sale of the Store will not violate any
applicable data protection or export control laws.

d. If you submit any information in the Form, you are responsible
for ensuring the information submitted in the Form is accurate. You
acknowledge and agree that: (i) by publishing your Store’s listing on
the Site, you consent to being contacted by Potential Buyers or other
users of the Site via the Form; (ii) by submitting a message to a
Seller Merchant via the Form, you consent to being contacted by such
Seller Merchant at the email address you submit in the “email address”
section of the Form; and (iii) Shopify will receive all email
communications exchanged via the Form or in any reply emails (each a
“Reply”) that originate from the Form (directly or indirectly) between
a Potential Buyer and a Seller Merchant.

**e. If you elect to use Exchange’s Payment Flow in partnership with
Escrow.com, the Seller Merchant acknowledges and agrees that it will be
required create an Escrow.com account and provide Escrow.com with
certain information, including banking information. The Potential Buyer
will also receive an email from Escrow.com asking them to create an
account in order to finalize payment. The transaction will be subject
to Escrow.com’s terms, policies and procedures. For the avoidance of
doubt, Escrow.com is a Third Party Provider, and your use of Escrow.com
is subject to Section 2 (Third Party Services) above. Payment Flow is
only available in the countries supported by Escrow.com.:
see a full list here.

f. Shopify disclaims all liability with respect to the use of the
information by the Seller Merchant or Potential Buyer that you provide
via the Form, a Reply or otherwise, including without limitation, any
illegal use of that information. Shopify has no responsibility for any
communications sent via the Form, in any Replies or in any other
communications between users of the Site and Services or between users
of the Site and Services and any third parties. All communications
that you make using the Site, the Services, the Form, email or
otherwise to another user of the Site or any other third party are
your responsibility.

g. You acknowledge that Shopify is not selling any of the Stores.
Instead, the Site is a venue that allows a Seller Merchant to list its
Store for sale and for users of the Site to browse and offer to
purchase a Store. You acknowledge that Shopify is not involved in any
resulting transaction between a Seller Merchant and a Potential Buyer
or other third party in connection with any Store. Further, Shopify
is not responsible for any disputes that arise between a Seller
Merchant and a Potential Buyer or any other third party in connection
with any Store or otherwise arising in connection with the Services
and Site (a “Dispute”) and you agree that any Dispute must be settled
outside of Shopify. You are solely responsible for all of the terms
and conditions of any transactions that may occur between you and a
Seller Merchant, a Potential Buyer or any other third party in
connection with a Store, the Site or Services, including, without
limitation, terms regarding the account transfer process, sale,
purchase, payment, returns, representations and warranties, inventory, shipping,
handling, storage, insurance, fees, applicable taxes,
title and licenses, all of which must be in accordance with applicable
law.

h. If you purchase or intend to purchase a Store that is listed on
the Site, you acknowledge and agree that: (i) you may not be eligible
for Shopify Payments even if the previous Account Owner was eligible
for Shopify Payments; (ii) the account transfer process must be
initiated by the Seller Merchant contacting Shopify while the Seller
Merchant is still Account Owner and the account transfer process for a
Store may not be immediate; (iii) if you purchase a Store, you are
responsible for updating all information in the Store (including
without limitation personal information and domain information); (iv)
Shopify is not responsible for transferring any applications installed
in the Store by the previous Account Owner, any third party services
installed or used by the previous Account Owner or any inventory
associated with the Store to you once you become an Account Owner; (v)
once you are an Account Owner of the Store you purchase on the Site,
you are responsible to ensure that you have agreed to and will comply
with all obligations, third party agreements, terms and conditions
applicable to you as Account Owner including but not limited to the
use of any applications or services in the Store and/or any
obligations to Shopify Partners; and (vi) you must not process any
customer personal information in the Store in any way that is
inconsistent with Shopify’s Privacy Policy or any other applicable
privacy policy in force at the time that the Store was transferred to
you.

i. If you sell a Store that is listed on the Site, you acknowledge
and agree that: (i) Shopify is not responsible for any personal
information that may remain in the Store following the sale of the
Store; (ii) it is your responsibility to de-activate all sales channel
applications (e.g. Facebook, Pinterest, Amazon, etc.) before
transferring the Store to the Potential Buyer; (iii) Shopify is not
responsible for transferring any applications, any third party
services or any inventory associated with the Store to the Potential
Buyer; (iv) you must contact Shopify to initiate the transfer of the
Store to a Potential Buyer and the account transfer process for a
Store may not be immediate; and (v) you remain responsible for any
refunds or chargebacks relating to transactions that occurred while
you were Account Owner of the Store even if such chargebacks or
refunds occur after you sell the Store.

j. Listing, selling, and/or buying a Store has risks. You may
want to consult a lawyer prior to making the decision to list, sell
and/or buy a Store. Any pricing, transactional or other guidance we
provide to you on our Site, in our Services, applications, or tools is
solely informational for your general educational and entertainment
purpose and should not be interpreted as business or legal advice or a
recommendation with respect to a specific course of action. You may
choose not to follow such guidance at any time. We do not warrant or
guarantee that any particular results will result from listing your
Store on the Site, contacting a Seller Merchant about a Store,
following any guidance we provide or otherwise accessing and/or using
the Site (e.g. that publishing your listing will result in a sale).

k. You acknowledge that we have no control over and do not guarantee
that a transaction between a Seller Merchant and a Potential Buyer or
any other third party will occur or be completed. Further, we do not
guarantee the state, quality, or legality of Stores advertised on the
Site; the accuracy of all content in a Seller Merchant’s Store
listing; the ability of a Seller Merchant to sell a Store; or the
ability of a Potential Buyer or any other third party to buy a Store.

l. We reserve the right to modify, discontinue, suspend, or terminate
the Services, or your use of the Services for any reason, without
notice at any time. Shopify shall not be liable to you or to any third
party for any such modification, discontinuance, suspension or
termination.

m. You represent, warrant, and covenant that you will access and use
the Services only in compliance with the Terms and all applicable
laws.

4. Fees

a. You will pay the Fees applicable to your use of the Service.
“Fees” means the fees and charges for using Exchange, which Shopify
may apply from time to time in relation to the Service.Shopify will
provide reasonable notice for any changes to the Fees and such changes
will be communicated in these Terms of Service. Your continued use of
the Service indicates your acceptance to any changes to the Fees.

b. Service Fee
i. If the Seller Merchant successfully sells their
Store using the Payment Flow (as outlined in Section 3(e)), the Seller
Merchant will be charged a service Fee for use of the Payment Flow (the
“Exchange Service Fee”).

ii. The Exchange Service Fee is calculated based on the selling
price of the Store and includes the Exchange and Escrow.com fees
applicable to Seller Merchant’s use of the Payment Flow. The Service
Fee does not include any applicable wire transfer or credit card
transaction fees. The Exchange Service Fee will be deducted from the
net proceeds from the sale of the Store and collected by Escrow.com
once the transaction is complete.

iii. The estimated Exchange Service Fee will be calculated and
disclosed to the Seller Merchant at the time the Seller Merchant sets
the listing price for the Store and before the Store listing is
published, if applicable. The final Exchange Service Fee will be
calculated and disclosed to the Seller Merchant when the final sale
price is agreed upon by the Seller Merchant and the Potential Buyer,
and before the Seller Merchant creates the transaction in the Payment
Flow.

iv. The Exchange Service Fee will only apply to Seller Merchants who
use the Payment Flow and list their Store after March 21, 2018. For
the avoidance of doubt, the Exchange Service Fee will not apply to
Seller Merchants who use the Payment Flow but listed their Store
prior to March 21, 2018.

c. 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 use of the
Services. These Taxes are based on the rates applicable to the Canadian
billing address associated with your Store. Such amounts are in
addition to the Fees. 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.

5. Content on the Site

a. Shopify has no responsibility or obligation to pre-screen Stores
posted on the Site. We may, but have no obligation to, review and
remove Stores containing content that we determine in our sole
discretion is unlawful, offensive, threatening, libellous, defamatory,
pornographic, obscene or otherwise objectionable or in violation of
any intellectual property rights or the Terms.

6. Prohibited Activities

In connection with your use of the Services and the Site, you will not:

a. use the Services for any illegal or unauthorized purpose;

b. violate the Terms, intellectual property rights, rights of
privacy, rights of publicity or other personal rights of any person or
entity, or any applicable laws (including but not limited to those
governing export control, consumer protection, unfair competition,
false advertising, copyright, privacy and anti-spam);

c. transmit any Trojan horses, worms, time bombs or viruses,
corrupted files or any code of a destructive nature or that is
intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any systems, data, personal information or
property;

d. submit or post infringing, harassing, threatening, unlawful,
false, inaccurate, misleading, defamatory, obscene, hateful,
discriminatory, unlawful, tortious, or libellous content, or content
that is harmful to minors or any third party’s privacy;

e. defraud or attempt to defraud any person or entity (including,
without limitation, misrepresenting facts to a Potential Buyer or
Seller Merchant);

f. impersonate any person or entity, or misrepresent yourself or
your affiliation with any person or entity;

g. engage in spamming, phishing, distribution of unsolicited or bulk
electronic communications or chain letters, or pyramid or Ponzi
schemes;

h. use manual or automated software, devices, scripts robots or
other means or processes to access, "scrape," "crawl" or "spider" the
Services, Site or any related data or information;

i. attempt to interfere with or undermine the integrity or proper
working of the Services or activities conducted via the Services, or
the data, systems or networks used by Shopify or any user of the
Services, or attempt to gain unauthorized access to such data, systems
or networks;

j. reproduce, perform, display, distribute, or prepare derivative
works from content that belongs to or is licensed to Shopify, or that
comes from the Services and belongs to a third party, including works
covered by any copyright, trademark, patent, or other intellectual
property right, except with prior express permission of Shopify and/or
the third party holding the right to license such use;

k. reverse engineer, decompile, disassemble, or otherwise attempt to
discover the source code, object code, or underlying structure, ideas,
or algorithms of or included in, or modify, translate or create
derivative works based on, the Services or any software, documentation
or data related to the Services;

l. reproduce, duplicate, copy, sell, resell or exploit any portion
of the Services, use of the Services, or access to the Services
without the express written permission by Shopify;

m. harvest or otherwise collect information about others, including
email addresses, without their consent;

n. engage in verbal or written abuse of any kind (including threats
of abuse or retribution) towards any Seller Merchant, Potential Buyer,
Shopify employee, member, director or officer or another user of the
Site or Service; or

o. engage in any activities that would otherwise create any
liability for Shopify.

The list of prohibited activities above is not intended to be a complete
or exhaustive list of all prohibited activities. Engaging in any
activity that, in Shopify’s sole and absolute discretion, disrupts,
interferes with or is harmful to (or threatens to disrupt, interfere
with, or be harmful to) the Services (including the Form and and any
replies to messages originating from the Form), Shopify’s business,
operations, reputation, goodwill, customers and/or customer relations,
or the ability of Shopify’s customers to effectively use the Services,
is prohibited. Engaging in any prohibited activities, or using the
Services in violation the Terms may result in Shopify taking action
against you and immediately terminating your access to the Site. Shopify
may report to law enforcement authorities any actions that may be
illegal, and any information we receive alleging illegal activity. When
legally required, or otherwise in Shopify’s sole discretion, Shopify
will cooperate with law enforcement agencies in any investigation of
alleged illegal activity conducted using the Services. These
prohibitions do not oblige Shopify to monitor, remove or reject any
listing, Store or other content listed by you or any other user on the
Site.

7. Intellectual Property

a. You acknowledge and agree that: (i) the Services, including
without limitation, any associated software, documentation,
applications, websites, tools and products, 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 (“Content Providers”); (ii) the
Shopify IP contains valuable copyrighted material and is protected by
Canadian, U.S. and international copyright and other intellectual
property laws.

b. The name “Shopify” and our logos (both words and design) are
trademarks, service marks, or registered trademarks of Shopify and may
not be copied, imitated or used, in whole or in part without our prior
express written consent. In addition, all page headers, custom
graphics, design user interface elements and scripts are service
marks, trademarks, and/or trade dress of Shopify and may not be
copied, imitated, or used, in whole or in part, without our prior
express written consent. All other marks or logos displayed on our
websites or otherwise as part of the Services, but not owned by
Shopify, are the property of the applicable Content Provider, and may
not be copied, imitated or used, in whole or in part without such
Content Provider’s prior express written consent. You hereby grant
Shopify a non-exclusive right and license to use your name and those
of your trade names, trademarks, and service marks provided to Shopify
in connection with your use of the Services: (i) on Shopify’s own
websites; and (ii) in printed, email and online advertising (including
via Facebook, Pinterest, Twitter, Instagram and other types of social
media), publicity, directories, newsletters, and updates describing
the Services.

8. Disclaimer of Warranties

a. Your use of the Services is at your sole risk. The Services are
provided on an “as is”, and “with all faults”, and “as available”
basis without any warranty or condition, express, implied or
statutory. Shopify does not warrant that the Services or Site will be
uninterrupted, timely, secure or error-free or that any errors in the
Services or Site will be corrected.

b. Shopify does not offer a warranty or make any representations
regarding any transactions carried out, or any Store purchased, as a
result of the Site or Services, including the quality of the Services,
any Stores or the Site.

c. Shopify does not warrant that the results that may be obtained
from the use of the Services will be accurate, reliable, will meet
your expectations or that any information or content provided on or
through the Services or the Site is valid, accurate, correct,
reliable, complete or current.

d. Shopify makes no representations or warranties regarding the use
of information that you submit to a Seller Merchant, a Potential Buyer
or any other third party, whether using the Form, email or otherwise,
and will have no liability in connection with the Store (including
without limitation its performance) that you may purchase from a
Seller Merchant.

e. In addition, you specifically acknowledge and agree that no oral
or written information or advice provided by Shopify, our officers,
directors, employees, or agents (including without limitation our
customer support representatives), whether directly or indirectly,
will: (i) constitute personal, legal or financial advice; or (ii)
create a representation, warranty or condition of any kind with
respect to the Services. You should not rely on any such information
or advice, and you should consult an appropriate professional for
specific advice tailored to your situation and jurisdiction.

f. Some jurisdictions may not allow the exclusion or limitation of
implied representations, warranties or conditions, so the above
limitations or exclusions may not apply or apply fully to you. In such
event, Shopify’s representations, warranties and conditions with
respect to the Site, the Services, and any software or other products
contained therein, will be limited to the greatest extent permitted by
applicable law.

9. Limitation of Liability and Indemnity

a. You expressly understand and agree that Shopify (including our
subsidiaries, and affiliates, and our and their officers, directors,
agents and employees) shall not be liable, and you agree not to hold
us responsible, 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, Site
and any and all features and applications in connection with the
Service and Site, including but not limited to any damages or losses
resulting directly or indirectly from:

i. Your use of or your inability
to use the Site, Services, applications and tools;

ii. Delays or disruptions in the Site, Services, applications or
tools;

iii. Viruses or other malicious software obtained by accessing the
Site, Services, applications or tools or any site, applications or
tools linked to our Site, Services, applications or tools;

iv. Glitches, bugs, errors, or inaccuracies of any kind in the Site,
Services, applications and tools or in the information and graphics
obtained from them;

v. Damage to your hardware device(s) or loss of data that results
from the use of our Site, Services, applications and tools;

vi. The content, actions, inactions or omissions of a Potential
Buyer, a Seller Merchant or any other third party;

vii. Any use or misuse of information, personal information or
confidential information, including but not limited to any personal
information that is in a Store relating to a customer or personal or
confidential information that you share with a Seller Merchant, a
Potential Buyer or any other third party;

viii. Any Store listed on the Site that you sell or purchase,
including without limitation the content, performance or legality of
the Store or any third party obligations or agreements in connection
with the Store; or

ix. Any interaction, transaction or dispute between a Seller
Merchant and a Potential Buyer, including without limitation any
disputes relating to the account transfer process for a Store or any
refunds or chargebacks relating to transactions that occurred prior
to the sale and transfer of a Store.

b. In no event shall Shopify (including our subsidiaries, and
affiliates, and our and their officers, directors, agents and
employees) or our suppliers be liable for lost profits or any special,
incidental or consequential damages arising out of or in connection
with the Site, our Services or the Terms (however arising including
negligence).

c. You agree to indemnify and hold us and (as applicable) our
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) due to, arising out of or
related to: (i) your use or misuse of the Services; (iii) a dispute
arising from a transaction or a relationship with a Seller Merchant, a
Potential Buyer or other third party in connection with the Site and
Services; (iv) any breach of your representations and warranties; (v)
your breach of the Terms, or the documents the Terms incorporate by
reference; or (vi) your violation of any law or the rights of a third
party.

d. Some jurisdictions may not allow the exclusion or limitation of
certain types of damages, so the above limitations or exclusions may
not apply or apply fully to you. In such event, the liability of
Shopify, our officers, directors, employees, agents and suppliers for
such damages will be limited to the fullest extent permitted by
applicable law.

10. Privacy and Confidentiality

a. Your privacy is very important to us. You acknowledge and agree
that your use of the Services, including information transmitted to or
stored by Shopify, is governed by our privacy policy located at
https://www.shopify.com/legal/privacy.

b. We will not disclose your Confidential Information to third
parties, except as required in the course of providing the Services.
Notwithstanding the foregoing, any information you provide in the Form
or in a Reply, including any personal information or Confidential
Information, will be disclosed to Shopify and to the relevant Seller
Merchant or the Potential Buyer (and in the case of a reply message to
a Potential Buyer, the message will be sent to the email address
provided by the Potential Buyer in the “email address” section of the
Form). “Confidential Information” includes any materials or
information of provided by you to us that is not publicly known.
Confidential Information does not include information that: (i) was in
the public domain at the time we received it; (ii) comes into the
public domain after we received it through no fault of ours; (iii) we
received from someone other than you without breach of our or their
confidentiality obligations; (iv) is independently developed by us
without use of or reference to the Confidential Information; or (v) we
are required by law or legal process to disclose.

c. Shopify has no control or liability for the use or disclosure of
information that you provide to the Seller Merchant, the Potential
Buyer or any other third party to whom you submit such information.
You should not provide any of your confidential information to a
Potential Buyer, a Seller Merchant or any other third party without
first negotiating an agreement to protect such confidential
information.

11. DMCA Notice and Takedown Procedure

a. Shopify supports the protection of intellectual property and
requires users of its Services to do the same. It is our policy to
respond to all notices of alleged copyright infringement that comply
with the United States Digital Millennium Copyright Act (“DMCA”). If a
copyright holder believes that any content on the Site is infringing
or violating their copyright, they can request the removal of the
infringing material by sending a DMCA Notice to Shopify’s designated
agent, as indicated in our DMCA Notice and Takedown Procedure, located
here (“DMCA Procedure”), using the form set out in the DMCA Procedure.
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 Seller 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 Seller Merchant
from engaging in the infringing activity, otherwise we restore the
material. For more information, see our DMCA Procedure here:
https://www.shopify.ca/legal/dmca

12. General

a. Except for the rights expressly granted to you pursuant to the
Terms, you acknowledge that you have no right, title or interest in or
to the Site, the Services, or any products, tools, software or
applications included therein. All rights not expressly granted by
Shopify in the Terms are hereby reserved by Shopify. There are no
implied rights.

b. We are always improving our Services and developing new features.
We welcome any ideas and/or suggestions you may have regarding
improvements or additions to the Services, but any submission will be
subject to these Terms. Under no circumstances shall 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,
you are waiving any and all rights that you may have in the Suggestion
and are representing and warranting to Shopify that the Suggestion is
wholly original to you, that no one else has any rights in the
Suggestion and that Shopify is free to implement and use the
Suggestion if we so desire, as provided by you, or as modified by
Shopify, without obtaining permission or license from you or from any
third party.

c. The failure of Shopify to exercise or enforce any right or
provision of the Terms shall not constitute a waiver of such right or
provision. A waiver by Shopify of any breach under the Terms does not
constitute a waiver of any other breach or future breach.

d. The Terms constitute the entire agreement between you and Shopify
respecting your use of the Services, superseding any prior written or
oral agreements between you and Shopify relating to the Terms
(including, but not limited to, any prior versions of any of the
Terms).

e. All sections of these Terms of Service 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.

f. The section headings and titles in these Terms of Service are for
convenience only and have no legal or contractual effect.

g. No agency, partnership, joint venture or relationship of
employment is created as a result of the Terms, and you do not have
any authority of any kind to bind Shopify in any respect whatsoever.

h. You may not assign the Terms of Service without the prior written
consent of Shopify, which Shopify may refuse in our sole discretion.
Any attempt to assign the Terms of Service without prior written
consent from Shopify will be deemed null and void. Shopify may assign
the Terms of Service (including all of our rights, titles, benefits,
interests, and obligations and duties) at any time.

i. If any provision of these Terms of Service is held by a court of
competent jurisdiction to be unenforceable or invalid, such provision
shall 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 provisions of the Terms of Service shall remain
in full force and effect.

j. 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.

k. We reserve the right to provide our services to your competitors
and make no promise of exclusivity in any particular market segment.

l. To the extent permitted by applicable law, all claims arising
from the use of the Services or the Site must be filed within 2 years
from the date the cause of action arose.

Shopify Inc.

150 Elgin Street, Suite 800

Ottawa, ON K2P 1L4

Canada

Last updated: March 21, 2018

© 2018 Shopify Inc.

Questions about the Terms should be sent to legal@shopify.com