Terms of service
Last Updated: March 18th, 2023
Welcome to Shopify Professional Services! Shopify Inc. and its Affiliates (“Shopify”, “we”, “us”, “our”, as context dictates) provide specialized consulting services, including but not limited to, 1:1 virtual sessions, consulting services and implementation services (“Shopify Professional Services or Services”). For the purposes of clarity, Shopify Professional Services does not include penetration testing or any other software security or non-functional testing.
The following terms of service (the “Professional Services Terms”) are a legally binding agreement between you as a customer of Shopify (referred to as “Customer”, “you”, or “your”, as context dictates) and us, and it describes the terms and conditions applicable to the performance of the Shopify Professional Services. Any new services, features or tools which are added to Shopify Professional Services shall also be subject to these Professional Services Terms. You must read, agree with, and accept all of the terms and conditions contained or expressly referenced in these Professional Services Terms, including the Shopify Terms of Service and the Shopify Privacy Policy(the “Privacy Policy”) before you retain or use Shopify Professional Services.
A. Agreement to the Professional Services Terms
- 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.
- Any updates or new versions of the Shopify Professional Services, and any new features or tools that are added to the Services shall be considered Shopify Professional Services, and will be subject to these Professional Services Terms.
- You can review the current version of the Professional Services Terms at any time here: https://performance.shopify.com/policies/terms-of-service (the “Site”). Shopify reserves the right to update and change the Professional Services Terms from time to time by posting such updates and changes to the Site. Any updates or changes will be effective as of the date of posting on the Site. You are advised to check the Site, the Professional Services Terms and the Privacy Policy, from time to time for any updates or changes to the Professional Services Terms that may impact you. Your continued use of the Services following Shopify’s posting of any updates or changes to the Professional Services Terms will constitute your acceptance of such updates or changes. If you do not agree to such changes to the Professional Services Terms, do not continue to use the Services.
- You may not access the Shopify Professional 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.
- 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 Professional Services Terms.
- In order to perform the Shopify Professional Services, we may require, in our sole discretion and at no cost to us, the Customer’s assistance and/or access to certain Customer owned or separately licensed materials and/or resources, including but not limited to information, benchmarks, facilities, software, platforms, employees, accounts, apps, networks, systems, equipment, reports, APIs, and infrastructures, which may assist Shopify in the provision of the Shopify Professional Services (collectively, “Customer Materials”). Customer further acknowledges that Shopify’s obligation to provide the Shopify Professional Services shall be contingent upon its timely provision of the Customer Materials to us. Neither Shopify nor the Professional Services Personnel shall be liable for any failure or deficiency in the performance of the Shopify Professional Services to the extent that such failure or deficiency results from the acts or omissions of Customer, including but not limited to Customer’s failure to provide the Customer Materials.
- Customer agrees to cooperate with Shopify in good faith to achieve satisfactory completion of the Shopify Professional Services requested in a timely and professional manner.
- From time to time, during the course of the performance of the Shopify Professional Services, Shopify may reference and/or recommend certain content, products, and services from third parties not affiliated with Shopify (collectively, “Third Party Services”). Customer acknowledges and agrees that Shopify shall not be responsible for examining or verifying the accuracy of the Third Party Services. Shopify does not provide any representations or warranties to you with respect to the Third Party Services and shall not be liable to you or anyone else for any harm or damages related to the purchase, reliance on, and/or use of the Third Party Services. Shopify strongly recommends that you independently review any Third Party Services before using or relying on them, to ensure they will meet your needs.
- You will pay the fees applicable to your purchase of Shopify Professional Services. 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”).
- The Shopify Professional Services fees are paid in advance at the time of booking the Services.
- You are responsible for all applicable Taxes that arise from or as a result of your purchase of the Shopify Professional Services.
- Shopify does not provide refunds. We reserve the right to decline any purchase of Shopify Professional Services that you place with us for any reason.
- As between Shopify and Customer, Shopify exclusively owns the Deliverables (excluding any Customer Materials contained therein) and all intellectual property used by or on behalf of Shopify in providing the Professional Services, including without limitation, all processes, know-how, code, data, reports, and related materials (and any modifications or derivatives thereof) and Customer hereby makes all assignments necessary to accomplish the foregoing ownership
- As between Shopify and Customer, Customer retains ownership of the Customer Materials and grants Shopify a limited license to access, use, and modify the Customer Materials as may be reasonably necessary to provide the Shopify Professional Services. Customer represents and warrants that it has all rights and consents necessary to provide the foregoing license to Shopify.
- Nothing contained herein limits Shopify’s right to develop, use, market, or sell services or products that are similar to the Deliverables or Shopify Professional Services provided, or to use such Deliverables (excluding Customer Materials) to perform similar services for any other purposes, including without limitation, in connection with other projects and customers.
- ALL SHOPIFY PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY RELIANCE OR USE OF THE DELIVERABLES AND/OR ANY INFORMATION MADE AVAILABLE THROUGH THE PERFORMANCE OF THE SHOPIFY PROFESSIONAL SERVICES IS ENTIRELY AT YOUR OWN RISK AND DISCRETION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SHOPIFY PROFESSIONAL SERVICES, AND/OR ANY DELIVERABLES PROVIDED AS A RESULT OF THE PERFORMANCE OF THE SHOPIFY PROFESSIONAL SERVICES. SHOPIFY DISCLAIMS ALL CONDITIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, OR ACCURACY. SHOPIFY SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF SHOPIFY PROFESSIONAL SERVICES, AND/OR THE DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF THE SHOPIFY PROFESSIONAL SERVICES, AND/OR THE DELIVERABLES. IN NO EVENT SHALL SHOPIFY'S ENTIRE LIABILITY TO YOU EXCEED THE PRICE PAID BY YOU FOR SHOPIFY PROFESSIONAL SERVICES.
- 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, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE PROFESSIONAL SERVICES TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE.
- “Confidential Information” will include, but will not be limited to, any and all information not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Shopify’s Confidential Information includes all information that you receive relating to us, or to the Shopify Professional Services, that is not known to the general public including information related to our security program and practices.
- Confidential Information shall only be used as necessary for performing the obligations under these Professional Services Terms and in accordance with any other obligations in these Professional Services Terms including this Section 6. We both agree to take reasonable steps, at least substantially equivalent to the steps we take to protect our own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform the obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction of the subject matter contained in these Professional Services Terms, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Professional Services Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Professional Services Terms.
- During the course of its engagement with Shopify Professional Services and for a period of twelve (12) months after the delivery of the last Deliverable, Customer will not solicit or seek to induce to leave the employ of Shopify any person who was, during the performance of the Shopify Professional Services, and who worked with, or under the supervision of, Customer at any time during that period.
- Shopify reserves the right to modify, suspend, or terminate Shopify Professional Services or your ability to use and/or avail of Shopify Professional Services at any time, for any reason, either with or without notice to you.
- You acknowledge and agree that Shopify Professional Services, including information transmitted to or stored by Shopify during the course of the performance of the Shopify Professional Services, is governed by Shopify’s privacy policy at: https://www.shopify.com/legal/privacy.
- These Professional Services Terms 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 these Professional Services Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Professional Services Terms and is hereby expressly excluded.
- Shopify shall not be liable to the Customer for any delay in or failure to perform the Services caused by reasons beyond Shopify’s reasonable control, including but not limited to, acts of God, extreme weather, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at Shopify’s facility or involving Shopify’s employees).
- The failure of Shopify to exercise or enforce any right or provision of these Professional Services Terms shall not constitute a waiver of such right or provision.
- If a court finds any portion of these Professional Services Terms to be unenforceable or invalid, that portion of the Professional Services Terms will be enforced to the fullest extent permitted by applicable law and the remainder of the Professional Services Terms will remain valid and enforceable.
Shopify Inc.
151 O’Connor Street, Ground floor
Ottawa, ON K2P 2L8
Canada
Last updated: March 18th, 2023