Terms and Conditions

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

By visiting the Site, publishing the sale listing of your store on the Site, contacting a seller via the Site and/or replying to any message(s) that originate from the Site (directly or indirectly), 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 Privacy Policy located here https://www.shopify.com/legal/privacy and any other applicable rules and policies that we may publish from time to time, all of which are incorporated into the Terms of Service by reference (“Additional Terms”). Together, the Terms of Service and any Additional Terms are referred to here as the “Terms”. If you do not agree with or accept all of the applicable Terms, do not use the Services.

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”).

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://exchange.shopify.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.

f. Mailgun is a third 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.

2. 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. 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.

f. 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.

g. 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.

h. 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.

i. Listing, selling, and/or 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).

j. 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.

k. 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.

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

3. 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.

4. 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.

5. 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 website 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.

6. 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.

7. 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.

8. 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.

9. 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

10. 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: June 6, 2016

© 2016 Shopify Inc.

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