Handshake Terms of Service

Last updated: November 16, 2020

The following terms (“Terms of Service” or “Agreement”) describe the terms and conditions applicable to your access to, and use of, the Handshake Services, as this term is defined in Section 1. This document is a legally binding agreement between you as the user of the Handshake Services (referred to as “you” or “your”) and Shopify Inc. and its Affiliates (referred to as “we”, “our”, “us” or “Shopify”).

By signing up for and using Handshake, you are agreeing to be bound by these Terms of Service and any policies or guidelines incorporated by reference. Any new features or tools that are added to Handshake shall also be subject to these Terms of Service. You can review the current version of the Terms of Service at any time here https://www.handshake.com/terms.

You must read, agree with and accept all of the terms and conditions contained and incorporated by reference in these Terms of Service, including our Privacy Policy available at: https://www.shopify.com/legal/privacy, and Shopify’s Acceptable Use Policy available at: https://www.shopify.com/legal/aup before you may access or use Handshake. In addition, if you are a Shopify merchant, you will continue to also be bound by Shopify’s Terms of Service available at: https://www.shopify.com/legal/terms.

1. Definitions. In these Terms of Service:

   1. “Account” has the meaning set forth in Section 2(b).

   2. “Affiliate” or “Affiliates” of an entity means an entity directly or indirectly controlling, controlled by, or under common control with such entity.

   3. “Arbitration Agreement” has the meaning set forth in Section 13(b).

   4. “Retailer” means an individual or company that is registered in, and uses, the Services to purchase Products from a Supplier’s store for the purpose of resale, and not for personal use.

   5. “Comments” means any ideas, suggestions, comments, proposals, plans, or other related content or submissions submitted by you to us, whether online, by email or otherwise.

   6. “Content” means all information and data (including text, images, graphics, photographs, profiles, testimonials, videos, audio, product descriptions, links, tracking numbers and other information or documents) or any other content in any media and format provided or made available to Shopify by you, or on your behalf, in relation to your use of the Services, including information and data available in your Handshake Account and Shopify Account.

   7. “Dispute” has the meaning set forth in Section 13(b)(i).

   8. “Supplier” means an individual or company that is registered in, and uses the Services to advertise its Products to Retailers.

   9. “Handshake” means an online platform provided by Shopify that enables Suppliers to offer for sale Products to Retailers and Retailers to source products from Suppliers.

   10. “Policies” means our Privacy Policy, and Shopify’s Acceptable Use Policy.

   11. “Product” or “Products” mean items listed, and offered for sale by Suppliers via the Services.

   12. “Services” means the Handshake platform and any associated services, software, products, and features.

2. General Conditions

   1. The Services provides: (i) Supplier with an online platform on which Supplier is able to list, and offer for sale Products to Retailers (ii) Retailer with an online platform that enables Retailer to source and purchase Products from Suppliers for the purpose of resale, and not for personal use.

   2. In order to access and use the Services: (i) Supplier and Retailer must be 18 years or older, or at least of the age of majority in the jurisdiction where Supplier and Retailer reside, or from which Supplier and Retailer use the Services; (ii) Supplier must be able to supply and deliver the Products that Supplier intends to list and offer for sale on the Services; (iii) Supplier must apply and be approved by us to participate; (iv) Retailer must register for a Handshake account (“Account”). Despite the foregoing, we reserve the right to reject any Supplier’s application for, or cancel, or suspend a Supplier’s access to, Handshake, or reject, cancel, or suspend a Retailer’s Account, for any reason, at our sole discretion. Nothing in this Agreement limits Shopify’s rights in respect to a Supplier under Shopify’s Terms of Service more generally.

   3. As part of your registration in, and ongoing use of the Services, you are required to provide us, upon request, any documentation reasonably necessary to demonstrate that you have sufficient rights, and the ability, to offer for sale, sell and fulfill or purchase Products on Handshake. You may also be required to provide additional information reasonably requested about yourself or your business, including documentation relating to the beneficial ownership of your business. Despite the foregoing, we reserve the right to reject your application for an Account, suspend, or terminate your Account and your access to the Services, or remove any listings in relation to your Products, should we believe or suspect that you do not have sufficient rights and the ability to sell and fulfill or purchase Products.

   4. You agree that we are simply providing you with an online platform in which to offer for sale, source, or purchase Products, and as such we are not directly involved in, or a party to, any transactions between any Supplier or Retailer in connection with your use of the Services. You therefore agree that your use of the Services is at your own risk and you are responsible for all activity in connection with your use of the Services, including all activity in connection with your employees, agents or subcontractors’ use of the Services.

   5. You acknowledge and agree that we may amend these Terms of Service, and any of the documents it incorporates by reference, at any time, by posting the relevant amended and restated Terms of Service https://www.handshake.com/terms, and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.

   6. In order to use the Services, you must at all times comply with these Terms of Service, the Policies, and any other operating rules, policies, guidelines and/or procedures that are incorporated by reference into such documents or that we communicate to you from time to time. Your failure to do so may result in an immediate suspension and/or termination of this Agreement and your use of the Services.

   7. Retailer may contact Supplier directly through the “Contact Supplier” feature on the Services. Retailer agrees to contact Supplier only for legitimate business purposes, such as asking questions about Supplier’s products or other business related matters. Retailer must not abuse the “Contact Supplier” feature and Retailer must not use it for any unlawful, or inappropriate purpose, such as spam, marketing, or other promotional activities. Retailer’s failure to comply may result in an immediate suspension or termination of the use of the Services.

   8. You may not use the Services for any illegal, fraudulent or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction, or the laws of Ontario, Canada, including any federal laws applicable therein. Without limiting the foregoing, it is: (i) Supplier’s responsibility, and not our responsibility, to ensure that any Products Supplier offers for sale on the Services comply with the laws of Supplier’s jurisdiction, and the laws of the jurisdiction to which the Products are shipped, including without limitation any applicable product safety or product labeling laws or import/export laws; (ii) Retailer’s responsibility, and not our responsibility, to ensure that any Products Retailer purchases from Suppliers comply with the laws of Retailer’s jurisdiction, including without limitation any applicable product safety, product labelling and import/export laws. In each case, we have no liability for the Products offered for sale via the Services.

   9. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without our express written permission.

   10. If you are signing up for the Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to these Terms of Service. You promise and guarantee that during the period you have an active Account for the Services: (i) if you are not a sole trader, your company is legally established in accordance with local law, validly existing and in good standing, (ii) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this Agreement, fulfill duties accordingly and grant the rights required for this Agreement, and you have the permissions, approvals and licenses required by your business; and (iii) you and your Affiliates will comply with all applicable laws, rules and regulations to fulfill your rights and duties in this Agreement, including but not limited to listing, and offering for sale Products via the Services.

   11. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and the Terms of Service available in another language, the most current English version of the Terms of Service at https://www.handshake.com/terms will prevail.

   12. Technical support for the Services is available via support.

3. Account Requirements

   1. In order to use the Services, the person signing on behalf of the Supplier or Retailer must provide us with all required fields in the Handshake application/registration form, as well as any other information/documentation identified as being required during or after the account registration process. Once open, you agree to maintain accurate, complete, and up‑to‑date information for your Account. Your failure to maintain accurate, complete, and up‑to‑date Account information may result in your inability to access and use the Services, or the termination of your Account.

   2. You agree to maintain the security and secrecy of your Account password(s) at all times. You must promptly notify us if you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your Account password. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account password.

   3. You may not transfer or sell your Account to any other party.

   4. You are responsible for all activity and Content, such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account and your use of the Services.

   5. You acknowledge and agree that the Services will be able to access the store data of your Shopify Account.

   6. An active Shopify Services account (“Shopify Account”) is required in order for Supplier to access and use functionality of the Services. As a Shopify Account user, Supplier is also subject to the Shopify Terms of Service available at: https://www.shopify.com/legal/terms and the Shopify Privacy Policy available at: https://www.shopify.com/legal/privacy. Solely in respect of Supplier’s use of the Services, if there is any conflict between these Terms of Service, the Shopify Terms of Service or the conflict will be resolved in the following order of precedence: the Shopify Privacy Policy, these Terms of Service, and the Shopify Terms of Service. If there is a conflict between these Terms of Service and the Shopify Acceptable Use Policy, the Shopify Acceptable Use Policy will prevail.

   7. If Supplier has multiple Shopify Accounts, each Shopify Account must be connected to a separate Handshake Account. Once your Handshake Account and a Shopify Account have been connected, it is not possible to switch Supplier’s Handshake Account to a different Shopify Account.

4. Our Rights

   1. We reserve the right to modify the Services, including but not limited to adding or removing features, discontinuing or terminating the Services or any part thereof, or terminating your Account or your access to the Services, for any reason without notice at any time. We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Services, or any part thereof, or the termination of your Account, or your access to the Services.

   2. We reserve the right to refuse access to the Services to anyone for any reason at any time. In addition, we reserve the right, but are not obligated, to limit the availability of the Services, or products or services made available via the Services, to any person, entity, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.

   3. We may, but have no obligation to, remove without notice any Comments that we determine in our sole discretion violate: (i) these Terms of Service, including any Policies; or (iii) any applicable laws or regulations.

   4. It is in our sole discretion to refuse or remove any Content that you post or otherwise make available on the Services.

   5. A breach or violation of any provision of these Terms of Service, or any of the Policies, as determined in our sole discretion, may result in an immediate suspension or termination of your access to the Services. Without limiting any other remedies that we have, we may suspend or terminate your access to the Services if we suspect that you have engaged in fraudulent activity.

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

   7. Verbal or written abuse of any kind (including threats of abuse or retribution) of Shopify’s employees, members, or officers will result in immediate termination.

5. Third Party Services

   1. We do not provide third party services to you as part of the Services. Should you elect to use a third party service in conjunction with your use of the Services, under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of such third party service. These limitations shall apply even if we have been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

   2. You agree to indemnify and hold us and (as applicable) our Affiliates, partners, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of any third party service.

   3. We have the right (but not obligation) to make third party services available in connection with the Services from time to time.

6. Privacy and User Data

   1. You understand that any information you provide to us in using the Services may be transferred unencrypted and involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. If you provide your credit card information, such credit card information is always encrypted during transfer over networks. Any personal information you provide to us in using the Services will be treated in accordance with Shopify’s Privacy Policy (available at: https://www.shopify.com/legal/privacy).

7. Supplier Products and Content; Intellectual Property

   1. Supplier is solely responsible for all Content that Supplier posts, publishes, displays, links to, or otherwise makes available via the Services, including ensuring that Supplier has the necessary rights to publicly post such Content.

   2. Supplier’s Products and Content, including product listings in connection with Supplier’s Products, must at all times comply with: (i) these Terms of Service, including all Policies; and (ii) any applicable laws or regulations.

   3. Supplier represents, warrants and covenants that Supplier has the right to offer for sale, and sell, every Product that Supplier lists on the Services. To the extent that any of the Products included in product listings incorporate the trademarks, copyrights or other intellectual rights of third parties, Supplier represents, warrants and covenants that Supplier has the appropriate license rights to sell the Products and permit Retailer to resell such Products to end customers.

   4. We do not pre-screen Products or Content made available via the Services and we may refuse or remove Content and Products from listing on the Services at any time at our sole discretion.

   5. Supplier grants Shopify a limited, worldwide, non‑exclusive, sub-licensable royalty-free license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index Supplier’s Content for the purpose of supporting Supplier’s use of the Services and providing services to Supplier. Shopify may also use Supplier’s Content for the purpose of supporting and developing the Services and to enable Retailers to exercise the license grant set out in Section 7(f). Subject only to the limited license expressly granted herein, Supplier or Supplier’s third party licensors shall retain all right, title and interest in and to Supplier’s Content and all intellectual property rights therein. Nothing in these Terms of Service will confer on Shopify any right of ownership or interest in Supplier’s Content.

   6. Retailer must seek Supplier’s consent to use any Supplier Content.

   7. Supplier and Retailer agree that Shopify is only acting as a passive conduit for the online distribution and publication of the Content. Shopify will not review, share, distribute, or reference any Content except as provided herein, as provided in our Privacy Policy, or as may be required by law.

   8. Supplier and Retailer acknowledge and agree that 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 are exclusively owned by Shopify.

   9. Supplier and Retailer agree not to purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Shopify, Handshake, or Shopify’s trademarks and/or variations and misspellings thereof.

8. Fees and other Charges

   1. Registering for and listing Products on Handshake is free.

   2. Supplier and Retailer will be responsible for paying and reporting any and all taxes applicable to any sales of Supplier’s Products. Supplier is responsible for obtaining all applicable tax exemption certificates or documentation reasonably required by Shopify.

   3. Retailer will be responsible to pay Supplier for any Products that Retailer purchases. Shopify will not be responsible or liable for any Supplier’s failure to deliver Products or any Product defects, or any inconsistencies between the Products ordered and those delivered by the Supplier.

   4. Supplier acknowledges that it is Supplier’s sole responsibility to activate and maintain a direct payment provider on their Shopify Account in order to receive payments from Retailers. Supplier is responsible for payment of any applicable fees in connection with Supplier’s use of their payment provider account.

9. User Comments, Feedback and Other Submissions

   1. You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are under no obligation to: (1) use or rely on any Comments; (2) maintain any Comments in confidence (unless such comments contain Personal Information as defined in our Privacy Policy); (3) pay compensation for any Comments; or (4) respond to any Comments.

   2. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other intellectual property, personal or proprietary right. You further agree that your Comments will not contain libelous, defamatory or otherwise unlawful, abusive, hateful or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website or application. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you.

10. Prohibited Uses

    1. In addition to any prohibitions set forth in these Terms of Service and the Policies, you are prohibited from using the Services, its content, or any of the services available through the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, or local laws or regulations; (iv) to submit false or misleading information; (v) to upload or transmit viruses or any other type of malicious or destructive code; (vi) to collect or track the personal information of others; (vii) to spam, phish, pharm, pretext, spider, crawl, or scrape; or (viii) to interfere with or circumvent the security features of the Services or any related website or application, other website or application, or the Internet. We reserve the right to suspend or terminate your use of the Services or any related website or application, and pursue all available remedies, for violating any of the prohibited uses.

11. Disclaimer of Warranties; Limitation of Liability

    1. You expressly agree that your use of, or inability to use, the Services is at your sole risk, and we disclaim responsibility for any harm resulting from your use of and access to the Services. The Services are provided to you (except as expressly stated by us) “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express, implied or statutory, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that your use of the Services will be uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the Services, including without limitation the completion of a transaction of sale and purchase between Supplier and Retailer, will be accurate or reliable, or that the quality of any services, Products, Third Party Services, information, or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

    2. You expressly agree that: (i) Shopify is not responsible or liable for Content posted or otherwise provided by you to us in connection with your use of the Services, or any other content, for example, data, text, product descriptions, information, usernames, graphics, images, photographs, profiles, testimonials, ratings, feedback, audio, video, items and links posted or made available by any other parties via the Services; and (ii) Shopify is not responsible or liable for any modifications made to any of your Content that is accessed or downloaded by Retailers in connection with their use of the Services; and (iii) Shopify has no control over the quality, safety, morality or legality of any aspect of the Products or Third Party Services, the truth or accuracy of the listings available through the Service, including any Third Party Service, or the ability of Suppliers to sell or fulfill orders for Products; and (iv) Shopify cannot guarantee the identity of any Supplier and Retailer with whom you interact in using the Services and are not responsible for which Supplier and Retailer gain access to the Services; and (v) Shopify makes no warranties with respect to the information made available by the Services, and we are not responsible if that information is not accurate, complete, up-to-date or otherwise does not meet your specific requirements. Any reliance on the material or information made available through the Services is at your own risk; and (vi) occasionally there may be information made available through the Services that contains typographical errors, inaccuracies or omissions that may relate to Third Party Services and Products, including with respect to product descriptions, pricing, promotions, offers, shipping charges, transit times and availability - we undertake no obligation to correct, update, amend or clarify such information, except as required by law. No specified update or refresh date provided through the Services should be taken to indicate that all information in the Third Party Service has been modified or updated. Shopify cannot ensure that a Supplier or Retailer will actually complete a transaction. Consequently, Shopify is not a party to, and will have no liability arising from, the transactions between Retailers and Suppliers.

    3. To the fullest extent permitted by law, Shopify and its Affiliates, officers, directors, employees, agents, or licensors are not responsible for: (i) any actions, inactions, statements or guarantees made by Suppliers and Retailers; (ii) your Products, Content and Comments; (iii) any third party services you elect to use in conjunction with your use of the Services; or (iv) transactions or expected transactions of parties utilizing the Services, including those based on the processing or completion of a transaction, on the transaction process, the performance of the contract, trading practices, course of dealing, product quality or product fulfillment and delivery. Some jurisdictions do not allow limitations on implied warranties, so the foregoing limitation may not apply to you.

    4. You expressly understand and agree that, to the extent permitted by applicable laws, Shopify shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.

    5. To the extent permitted by applicable laws, in no event shall Shopify or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, Affiliates, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

    6. You, and not Shopify are solely responsible for all of the terms and conditions of any transactions involving the purchase or sale of Products, including without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, liability, insurance fees, applicable taxes, title and license, all of which must be in accordance with applicable law. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction involving the purchase or sale of Products.

12. Indemnification

    1. You agree to indemnify, defend and hold harmless Shopify and its Affiliates, officers, directors, employees, agents, and licensors from any claim or demand, including reasonable attorneys’ fees, made by any third-party, due to or arising out of a claim: (i) alleging that you, your Products, your Content or your Comments infringes the intellectual property rights, privacy rights or other rights of a third party or violates any applicable laws or regulations; (ii) arising out of your breach of these Terms of Service or any Policies and documents they incorporate by reference; or (iii) arising out of your use of a Third Party Service or your relationship with a Supplier or Retailer; or (iv) in connection with any transaction or failed transaction between you and a Merchant or their Retailer.

13. Dispute Resolution

    1. Disputes Between Supplier and Retailer. In the event of dispute between Supplier and Retailer in connection with the Services, you release Shopify and its Affiliates, officers, directors, employees, agents, and licensors from any and all claims, demands, actions, liabilities, rights, duties and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

    2. Disputes between Supplier or Retailer and Shopify. By agreeing to the Terms of Service, you agree that unless precluded by any applicable law, you and Shopify shall resolve any claim that you may have against Shopify solely by arbitration on an individual basis, as set forth in this Section 13(b) (referred to herein as the “Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against Shopify, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Shopify by someone else.

    3. Binding Arbitration. You and Shopify agree that any dispute, claim or controversy arising out of or relating to (a) these Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms of Service (“Dispute”), which cannot be resolved by the parties negotiating in good faith within 30 days of either party notifying the other of such Dispute in writing, will be settled by binding arbitration between you and Shopify, and not in a court of law.

    4. Notwithstanding the foregoing, you and Shopify each retain the right to bring an individual action in a small claims court or tribunal of competent jurisdiction in your place of residence or incorporation for Disputes relating to unpaid fees provided the amount in dispute does not exceed the prescribed amount that is within the jurisdiction of that court or tribunal.

    5. Notwithstanding the foregoing and any other provision of this Article 13, you and Shopify agree that, in addition to any other remedies available, any party shall be entitled to seek interim, interlocutory, and permanent injunctive relief from any court of competent jurisdiction to prevent the actual or threatened breach of confidentiality obligations in these Terms of Service, or the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

    6. You acknowledge and agree that you and Shopify are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Shopify otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.

    7. Rules and Governing Law. These Terms of Service (including this Arbitration Agreement) shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 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.

    8. All Disputes arising out of or in connection with these Terms of Service shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator (the “Arbitrator”) appointed in accordance with its Rules (the “Rules”). The Rules are available online at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. The seat of arbitration shall be Toronto, Canada and the language of arbitration shall be English. Unless the parties otherwise agree or the Arbitrator orders otherwise, the location of evidentiary or other arbitration hearings shall be Toronto, Canada. If the parties agree, the hearing may be conducted by videoconference or teleconference or other similar means of communication.

    9. The parties hereby agree that any dispute must be commenced by submitting a Request for Arbitration to the Secretariat of the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) in accordance with the Rules, within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides for a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. The parties agree, pursuant to Article 30(2)(b) of the Rules, that the Expedited Procedure Provisions of the Rules shall apply irrespective of the amount in dispute.

    10. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including any claim that all or any part of these Terms of Service (including this Arbitration Agreement) is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability or jurisdictional issues, including issues relating to whether the Terms of Service (including the Arbitration Agreement) are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

    11. If your claim does not exceed $10,000 USD in value, then the parties agree that the arbitration will be conducted solely on the basis of the written submissions of the parties, unless the Arbitrator determines that an oral hearing is necessary. If your claim exceeds $10,000 USD in value, the Arbitrator shall decide in his or her discretion and in accordance with the Rules whether a hearing shall be held.

    12. The existence of the arbitration and any element of the arbitration shall be confidential. Confidential information regarding the property, business or affairs of any party that is disclosed during the arbitration shall be kept confidential by the Arbitrator and by the other party.

    13. Arbitration Award and Fees. The Arbitrator may issue an arbitration award in accordance with the Rules and any limitations of liability set out in these Terms of Service. An Arbitrator’s decision shall be final and binding on all parties and not subject to appeal. The Arbitrator may award declaratory or injunctive relief to the extent necessary. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. An Arbitrator’s decision and judgment thereon shall have no precedential effect.

    14. If you prevail in an arbitration you may be entitled to an award of reasonable lawyer’s fees and legal expenses, to the extent provided under the Rules and awarded by the Arbitrator. Shopify will not seek, and hereby waives all rights Shopify may have under applicable law to recover its lawyer’s fees and expenses and other expenses associated with the arbitration if Shopify prevails in arbitration, unless:

        1. Shopify submits and the Arbitrator concludes that your claim or the relief sought by you was frivolous, vexatious or was brought for an improper purpose, in which case Shopify may seek and the Arbitrator may in his or her sole discretion award Shopify reasonable legal fees and expenses of the arbitration; or
        2. Shopify makes an offer of settlement prior to the issuance of the arbitral award which you do not accept and the Arbitrator’s award is no more favourable to you than was the offer, in which case Shopify may seek and the Arbitrator may in his or her sole discretion award Shopify reasonable legal fees and expenses of the arbitration, and the Arbitrator may take the fact of a settlement offer into account in awarding such costs in respect of the period from the making of the offer to the making of the award. The fact that an offer to settle has been made shall not be communicated to the Arbitrator until he or she has made a final determination of all aspects of the dispute other than costs.

    15. Your responsibility to pay any filing, administrative, and arbitrator fees for an arbitration will be solely as set forth in the Rules. However, if your claim for damages does not exceed a value of $50,000 USD, Shopify will be responsible for paying or indemnifying you for such filing, administrative, and arbitrator fees to be paid or paid to the ICC Secretariat, ICC Court, or the Arbitrator, in accordance with the Rules, unless the Arbitrator finds that the substance of your claim or the relief sought by you was frivolous, vexatious, or was brought for an improper purpose. For the avoidance of doubt, this provision relates solely to filing, administrative, and arbitrator fees paid to the ICC Secretariat, ICC Court, or the Arbitrator, and not your lawyer’s fees and expenses or other legal fees.

    16. Changes. Notwithstanding the provisions in these Terms of Service regarding consent to be bound by amendments to these Terms of Service, if Shopify changes this Arbitration Agreement after the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement), you may reject any such change by providing Shopify written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date below. This written notice must be provided either (a) by mail or hand delivery to Shopify Inc., ATTN: Legal Department, 151 O’Connor Street, Ground floor, Ottawa, ON, K2P 2L8, or (b) by email from the email address associated with your account to: legal@shopify.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Shopify in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement that you previously accepted).

    17. Severability and Survival. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Service; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Terms of Service (including this Arbitration Agreement) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

    18. If and only if this Arbitration Agreement is found not to apply to you or your claim, you and Shopify agree that any judicial proceeding (other than small claims court actions) must be brought exclusively in the courts of the Province of Ontario and you and Shopify consent to venue and the exclusive jurisdiction of those courts. Any claim not subject to arbitration must be commenced within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides for a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

14. Termination

    1. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Services by contacting support.

    2. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service or any Policies, we may terminate this Agreement at any time without notice and accordingly may deny you access to the Services, your Account, or any part thereof. The obligations (including payment obligations) and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

    3. Upon termination of this Agreement by either party for any reason: (i) you will no longer be able to access your Account and your access to the Services will cease; (ii) any Content associated with your account may be destructed.

15. Severability

    1. In the event that any provision of these Terms of Service is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.

16. Waiver and Entire Agreement

    1. The failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

    2. These Terms of Service and any documents incorporated into these Terms of Services or posted by us in respect to the Services, constitutes the entire agreement and understanding between you and us, and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

17. Survival

    1. Sections 1, 2(d), 2(g), 2(i), 4-8 and 11-18 will survive the termination or expiration of this Agreement.

18. DMCA Notice and Takedown Procedure

    Shopify supports the protection of intellectual property and asks its users to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our users is infringing their intellectual property rights, they can send a DMCA Notice to Shopify’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Content claimed to be a copyright infringement. Once provided with a notice of takedown, the user 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 user from engaging in the infringing activity, otherwise, we restore the Content. For more information, see our DMCA Notice and Takedown Procedure https://www.shopify.com/legal/dmca.

    Questions about the Terms of Service should be sent to support.