Shopify Product Search Terms of Service

The following terms (“Terms of Service”) describe the terms and conditions applicable to your access to and use of Shopify Inc.’s product search website (https://wholesale.shopify.com/) (the “Site”).

By visiting the Site or contacting a merchant from the Site, you engage in our “Service” and agree to be bound by the Terms of Service, including those additional terms and conditions and policies referenced herein or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation users, who are browsers, vendors, customers, merchants, or contributors of content.

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 Services (referred to as “you” or “your”) and Shopify Inc. (referred to as “we”, “our”, “us” or “Shopify”).

  1. Agreement to Terms of Service

    1. 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.

    2. 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.

    3. Your use of and access to the Services is subject to the terms and conditions contained in these Terms of Service, as well as Shopify’s Product Search Privacy Policy located here https://wholesale.shopify.com/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 Service 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.

    4. You can review the current version of the Terms of Service at any time here https://wholesale.shopify.com/terms. Shopify reserves the right to update and change the Terms of Service 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 our Privacy Policy, from time to time for any updates or changes 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.

    5. 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 of Service.

    6. 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.

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

  2. Provision and Use of the Services

    1. The Site allows you to submit your contact information, using the “Form” provided, to third party merchants (each a “Merchant”) who have posted goods or services (“Product Search Content”) on the Site that are available for wholesale (this process referred to herein as an “Introduction”).

    2. You are responsible for ensuring the information submitted in the Form is accurate. Information you submit in the Form is provided to the Merchant of the Product Search Content that you select. Shopify disclaims all liability with respect to the Merchant’s use of the information that you provide, including without limitation, any illegal use of that information.

    3. Any communication with the Merchant following the Introduction is your responsibility. You are solely responsible for all of the terms and conditions of any transactions that may occur between you and a Merchant following an Introduction, including, without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, insurance, fees, applicable taxes, title and licenses, all of which must be in accordance with applicable law.

    4. You acknowledge that Shopify is not selling any of the Product Search Content. Instead, the Site is a venue that allows Merchant to offer Product Search Content for sale and for you to offer to purchase Product Search Content. We are not involved in any resulting transaction between you and a Merchant. Any pricing or shipping guidance we provide on our Sites, in our Services, applications, or tools is solely informational and you may choose not to follow such guidance at any time. We do not warrant or guarantee that any particular results will result from following guidance we provide (e.g. that your Introduction will result in a sale). We have no control over and do not guarantee the existence, quality, safety, or legality of items advertised on the Site; the truth or accuracy of Merchant’s Product Search Content or listings; the ability of Merchants to sell items; or that a Merchant will actually complete a transaction or return an item.

    5. 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.

    6. 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

    Shopify does not pre-screen Product Search Content posted on the Site. We may, but have no obligation to, review and remove Product Search Content 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:

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

    2. 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);

    3. 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;

    4. display, transmit, sell or offer to sell: (i) replicas, counterfeit items or pirated materials; (ii) illegal drugs or drug contraband; (iii) escort services; (iv) weapons; (v) materials promoting or providing instructional information about illegal activities, including making, obtaining or assembling illegal goods or weapons or otherwise harming people or animals; (vi) information used to violate, or promoting the violation of, any intellectual property rights; or (vii) any goods or services that are illegal to sell in your jurisdiction, or in the jurisdiction into which you are selling such goods or services;

    5. 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;

    6. defraud or attempt to defraud any person or entity (including without limitation sale of stolen items and use of stolen credit or debit cards);

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

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

    9. 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;

    10. reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to Shopify, or that comes from the Services and belongs to another Shopify user or 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;

    11. 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;

    12. 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;

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

    14. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Shopify or Shopify trademarks and/or variations and misspellings thereof;

    15. engage in verbal or written abuse of any kind (including threats of abuse or retribution) towards any Merchant or Shopify employee, member, director or officer; or

    16. 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, 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 will result in immediate termination of 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 Product Search Content or other information submitted by you or any other user.

  5. Intellectual Property

    1. 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; (iii) subject to your compliance with the 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 Terms; and (iv) you have no rights in the Shopify IP, other than the rights and licenses granted herein.

    2. 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

    1. 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.

    2. To the extent permitted by applicable law, Shopify hereby disclaims all warranties, express or implied, including but not limited to, non-infringement and implied warranties of merchantability and fitness for a particular purpose. Shopify does not warrant that the Services will meet your expectations, be secure, timely, uninterrupted or free from defects or errors, or that defects or errors will be corrected. Shopify does not offer a warranty or make any representation regarding the results of using the Services in terms of correctness, accuracy, reliability, customer base, commercial advantage, or risk of injury to your or any user’s computer or network. Shopify does not offer a warranty or make any representations regarding the durability, quality or performance of any Product Search Content purchased as a result of an Introduction. All such warranties, representations, conditions, and undertakings are expressly excluded to the extent permitted by applicable law.

    3. To the extent permitted by applicable law, Shopify makes no representations or warranties that any information or Product Search Content provided on or through the Services or the Site is valid, accurate, correct, reliable, complete or current.

    4. Shopify makes no representations or warranties with respect to any forums, blogs, guides, stories, or other electronic discussion mediums made available on or via the Site (collectively, “Public Discussion”) including any messages, information, or materials contained in Public Discussion. Your use of, or reliance upon, Public Discussion is at your sole risk. Shopify does not, and cannot, review all of the information and materials provided in Public Discussion and has no responsibility or liability for any such information or materials or the consequences of their use. We reserve the right to delete, move, or edit any information or materials contained in a Public Discussion from time to time in our sole discretion, without notice.

    5. Shopify makes no representations or warranties regarding Product Search Content or use of information that you submit to a Merchant using the Form, and will not be liable for any Product Search Content that you may purchase or receive from Merchants. Shopify does not, and cannot, review all of the Product Search Content and has no responsibility or liability for Product Search Content or the consequence of their use.

    6. 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.

    7. 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

    1. To the fullest extent permitted by applicable law, Shopify (including our subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

      1. Your use of or your inability to use the Site, Services, applications and tools;
      2. Delays or disruptions in the Site, Services, applications or tools;
      3. 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;
      4. Glitches, bugs, errors, or inaccuracies of any kind in the Site, Services, applications and tools or in the information and graphics obtained from them;
      5. Damage to your hardware device(s) or loss of data that results from the use of our Site, Services, applications and tools;
      6. The content, actions, or inactions of a Merchant or any other third party, including in relation to Product Search Content listed using our Sites;
      7. Any use or misuse of information, including personal information and confidential information that you submit to a Merchant using the Form; or
      8. Any interaction or transaction with a Merchant that may occur following an Introduction.
    2. 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 Merchant; (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 applicable law or the rights of a third party.

    3. 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

    1. 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://wholesale.shopify.com/privacy

    2. We will not disclose your Confidential Information to third parties, except as required in the course of providing the Services, and only to those third parties who have accepted confidentiality obligations at least as protective of your Confidential Information as those contained in the Terms of Service. Notwithstanding the foregoing, any information you provide on the Form, including Confidential Information, will be disclosed to the Merchant and Shopify has no control or liability for a Merchant’s use and any disclosure of your Confidential Information by the Merchant. You should not submit any Confidential Information to a Merchant without first negotiating an agreement with the Merchant to protect your Confidential Information. “Confidential Information” includes any materials or information 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 to disclose.

  9. DMCA Notice and Takedown Procedure

    Shopify supports the protection of intellectual property and requires Merchants 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 a any Product Search Content 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 Merchant can reply with a counter notification using the form set out in the DMCA Procedure 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 merchant from engaging in the infringing activity, otherwise we will restore the material. It is Shopify’s policy to, in appropriate circumstances, disable or terminate the accounts of Merchants who repeatedly infringe the copyright of others. For more information, see our DMCA Procedure.

  10. General

    1. 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.

    2. 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 of Service. 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.

    3. 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.

    4. 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 (including, but not limited to, any prior versions of any of the Terms).

    5. 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.

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

    7. 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.

    8. 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.

    9. 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.

    10. All legal notices or demands to or upon Shopify shall be made in writing and sent to Shopify personally, by courier or certified mail to the following address: Shopify Inc., 150 Elgin Street, Suite 800, Ottawa, ON, K2P 1L4 Attn: General Counsel, or via email to legal@shopify.com. You acknowledge that Shopify will use the email address provided by you in the Form as the primary method for communication. You agree that all agreements, notices, demands, disclosures and other communications that Shopify sends to you electronically satisfy the legal requirement that such communication be in writing. Except as otherwise specified in these Terms of Service, all notices, permissions and approvals must be in writing and will be deemed to have been given upon: (i) personal or couriered delivery; (ii) the fifth business day after mailing; or (iii) the first business day after sending by email.

    11. 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.

    12. Shopify will have no liability to you or any third party for any failure by Shopify to perform our obligations under these Terms of Service in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of Shopify, including without limitation an act of war or terrorism, natural disaster, extreme weather, failure of electricity supply or telecommunication services, civil commotion or other event of force majeure.

    13. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You acknowledge and agree that Shopify employees and contractors may also subscribe to and use the Services, and that they may compete with you, although they will not use your Confidential Information in doing so.

    14. 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: May 6, 2016
© 2016 Shopify Inc.

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