Shopify Plus Terms

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

1. “Shopify Contracting Party” means Shopify Inc., a Canadian corporation, with offices located at 151 O’Connor Street, Ground floor, Ottawa, Ontario, K2P 2L8.
2. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Shopify Plus Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Shopify Plus Terms and is hereby expressly excluded.

If the billing address of your Store is located inthe Asia Pacific region(including Australia, New Zealand, China, Japan or Singapore), this Section 3(b) applies to you:

1. “Shopify Contracting Party” means Shopify Commerce Singapore Pte. Ltd, a corporation formed under the laws of Singapore, with offices located at 77 Robinson Road, #13-00 Robinson 77, Singapore 068896.
2. The parties irrevocably agree that the courts of Singapore are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Shopify Plus Terms and that accordingly any proceedings arising out of or in connection with the Shopify Plus Terms will be brought in such courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Shopify Plus Terms and is hereby expressly excluded.

If the billing address of your Store is located inEMEA regionor other jurisdictions not listed in Section 3(a) or 3(b), (including Europe and Russia, the Middle East, Africa, South America, Caribbean, or Mexico) this Section 3(c) applies to you:

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

Shopify represents and warrants to you that:

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

You represent, warrant and covenant that:

1. You have the legal power to enter into and perform your obligations under these Shopify Plus Terms;
2. As between you and Shopify, you are better able to put in place physical and procedural impediments to the inappropriate use of the Services. You will be responsible for the Materials (including the accuracy, adequacy, quality, integrity, legality, reliability and appropriateness of same) and the operation of, and transactions processed through the Store(s).
3. With respect to the Materials: (i) you own or have validly licensed, or will own or validly license, the right to all materials generated, stored, posted, displayed, exhibited or distributed by, or uploaded or transmitted to or from the Store(s); (ii) any Materials that you generate, upload, store, post, exhibit, display, distribute or transmit do not and will not infringe or violate any of the copyright, patent, trademark, or any other intellectual property, personal or proprietary rights of any third party (“Third Party Rights”); and (iii) you have or will have the right and authority to offer, sell, trade, distribute or export the products or services described in the materials and such offer, sale, trade, distribution, or export does not or will not violate any applicable laws or Third Party Rights.
4. Any sales transactions occurring on or in the Store(s) will represent a bona fide sale, you will fulfill all of your obligations to each purchaser who entered into a transaction with you, and you will resolve any dispute or complaint directly with your purchaser.
5. You will not sell Cannabis products via the Store(s), nor link your Store(s) to such products, without Shopify’s express prior written consent. In this context “Cannabis” has the meaning set forth in applicable law (including any alternative terms and spellings of such terms such as “marihuana” and “marijuana”). Non-compliance with this Section 5(b)(v), as determined by Shopify in its sole discretion, may result in the removal of Materials, suspension of your Account and/or immediate termination of the Shopify Plus Terms.

You acknowledge and agree that you will indemnify and hold Shopify and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) (“ Claims”) due to, arising out of or related to:

1. the Materials;
2. your use or misuse of the Services except to the extent such Claims arise solely from a third-party claim that Shopify IP infringes third party rights or violates applicable law;
3. disputes arising from transactions made via the Store(s), or your relationship with any of your customers;
4. 任何违反你的声明与保证set forth in Section 5;
5. your breach of the Shopify Plus Terms and any documents the Shopify Plus Terms incorporate by reference;
6. your violation of any applicable law or Third-Party Rights; or
7. your failure to report or pay any such taxes, duties or assessments arising in connection with Section 9(g) of these Shopify Plus Terms.

You acknowledge and agree that:

1. the Services and any applicable Beta Services (as defined in Section 11 of these Shopify Plus Terms), including without limitation any associated software, documentation, applications, websites, tools and products (including any storefront design templates found in Shopify’s Theme Store), and any modifications, enhancements and updates thereto, and all intellectual property rights therein (collectively,“Shopify IP”) are exclusively owned by Shopify and/or our third party providers;
2. the Shopify IP contains valuable copyrighted material and is protected by Canadian, U.S. and international copyright and other intellectual property laws;
3. subject to your compliance with the Shopify Plus Terms, Shopify grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the Shopify IP, solely for the purposes of using the Services in compliance with the Shopify Plus Terms; and
4. You have no rights in the Shopify IP, other than the rights and licenses granted herein.

Monthly Transaction Fee. If at any time during a Billing Month Shopify Payments is not enabled for a Store, you will pay Transaction Fees for such Store.“Transaction Fee”means an amount that is equal to the percentage identified in the table below of a Store’s Eligible Gateway Transactions (as defined in the Pricing Definitions). Transaction Fees will be calculated for each Eligible Gateway Transaction processed by a Store during the period that Shopify Payments is not enabled for such Store.

“Merchant Country”means the country identified in the address associated with your Main Brand Store on the earlier of the date that you: (a) first accept these Shopify Plus Terms; or (b) first use the Services pursuant to these Shopify Plus Terms.

Method and Timing of Payment.

1. Authorized Credit Card. In order to access and use the Services, you must keep a valid credit card on file with Shopify (“Authorized Card”). Shopify will charge the Authorized Card for any one-time, non-recurring charges applicable to the Store(s), including but not limited to one-time fees for any Apps or Themes purchased by a Store, and Shopify will charge applicable Fees to the Authorized Card in accordance with Section 9(e)(ii) below. The method of payment may be changed upon the mutual agreement of the parties.
2. Timing of Payment. Shopify will be entitled to charge the Fees to the Authorized Card on each Billing Date for the duration of the Term.

In addition to Shopify’s right to terminate the Services pursuant to the Shopify Terms of Service and the Shopify AUP, and the termination rights set out elsewhere in the Shopify Plus Terms, either party may terminate the Shopify Plus Terms upon written notice if the other party:

1. assigns or attempts to assign the Shopify Plus Terms to a third-party in violation of the Shopify Plus Terms;
2. 未能正确obligati的重大违约ons under the Shopify Plus Terms within 30 days after receipt of written notification from the notifying party of such material breach;
3. ceases to carry on business as a going concern; or
4. initiates a bankruptcy, reorganization or insolvency proceeding, or has such a proceeding initiated against it, makes an assignment for the benefit of creditors, or consents to the appointment of a trustee.

Upon the expiry of the Shopify Plus Terms, or termination of the Shopify Plus Terms by either party for any reason:

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