Partner Program Agreement

By signing up for the Shopify Partner Program, you are agreeing to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and Shopify Inc. (“Shopify”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at shopify.com/partners/terms. Shopify reserves the right to update and change the Agreement by posting updates and changes here: shopify.com/partners/terms. If a significant change is made, we will provide reasonable notice by email, posting a notice on the Shopify Partner Blog and/or in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you.

This Agreement addresses different types of Partner activities. Part A applies to all Partners. Part B applies to Referral Partners. Part C applies to Developers. Part D applies to Shopify Experts and the Shopify Plus Partner Program.

You must read, agree with and accept all of the terms and conditions contained in this Agreement and Shopify’s Privacy Policy before you may become a Partner. Some types of Shopify Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Everyday language summaries are provided for convenience only and are not legally binding. Please read the entire Agreement for the complete picture of your legal requirements. This Agreement governs your activities as a Partner, including access to the Partner Dashboard and participating in the activities described on the Partner Program website. Be sure to occasionally check back for updates.

Part A – Terms Applicable to All Partners

1. Definitions

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

“Application” or “App” means the software application, website or other interface a Developer develops, owns or operates, and which interacts with the Shopify API.

“Customer” means a customer of the Merchant.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Development Store” means a temporary shop used by a VAP during the development of a Merchant Store on behalf of a Merchant.

“Merchant” means an individual or business that uses the Service to sell products or services.

“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s services, including, if applicable, the installation and use of an Application.

“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where Partner uses the Shopify API, Merchant Data may be delivered in the form of an API response.

“Merchant Store” means the Merchant’s commerce presence hosted by Shopify.

“Partner” means an individual or entity that has agreed to the terms of this Agreement and participates in the Shopify Partner Program. The different types of Partners are listed below:

  1. A “Referral Partner” is a Partner who promotes the Service. The different types of Referral Partners are listed below:

    1. an “Affiliate” has registered for a Partner Account via the Shopify Affiliate program page, and if approved and issued a unique referral link by Shopify, refers Merchants to Shopify via such unique referral link; and
    2. a value added partner or “VAP”, has registered for a Partner Account via the Shopify partner program page and works directly with Merchants as a designer, developer or other consultant, or refers Merchants to Shopify using a unique referral link associated with the VAP’s Partner Account.
  2. A “Developer” is a Partner who has registered for a Partner Account via the Shopify Developer program page and develops Applications or Themes to integrate with the Service. The different types of Developers are listed below:

    1. a “Theme Developer”, develops a Theme for Merchant use, either as a custom Theme or for general distribution to Merchants through the Shopify Theme Store;
    2. an “App Developer” develops an Application using the Shopify API, either as a custom Application or for general distribution to Merchants through the Shopify App Store;
    3. a “Payment Gateway Developer” develops an Application using the Shopify API to enable a payment system for Merchants to use with the Service. An Application developed by a Payment Gateway Developer is a “Payment Gateway Application”.
  3. An “Expert” is a VAP who has been accepted by Shopify into the Shopify Experts program, and is listed in the Shopify Experts Directory.

  4. A “Plus Expert” is an Expert who has met the Shopify Plus Expert criteria and been accepted by Shopify into the Plus Partner Program, has signed a Shopify Plus Partner Program addendum, and is listed on experts.shopify.com/plus.

  5. A “Plus Partner” is a Partner who has met the Shopify Plus Partner criteria and has been accepted by Shopify into the Shopify Plus Partner Program, has signed a Shopify Plus Partner Program addendum, and is listed on the shopify.com/plus/partners.

“Partner Account” means a Shopify Partner Program account.

“Partner Dashboard” means the internal administrative page available at: app.shopify.com/services/partners/auth/login that allows Partners to manage their Partner Account.

“Partner Manager” means the Shopify employee designated by Shopify from time to time as the Partner’s primary Shopify contact.

“Payment Period” means the period for the payment of Fees owing to Partner by Shopify, as set out in Section 3.2.

“Partner Program” means Shopify’s program for Partners that provides exclusive access to resources and the opportunity to earn revenue share.

“Plus Partner Program” means the Shopify program where Experts and VAPs are selected by Shopify to participate in new Shopify Plus opportunities, including access to Shopify Plus assets and coordinating with Shopify on marketing materials.

“Referred Merchant” means any unique Merchant that: (a) has registered for a paid Shopify account; and (b) was introduced by a Referral Partner that actively promoted the Service.

“Service” means the Shopify hosted commerce platform available via www.shopify.com and any associated websites, that is used by Merchants to sell products and services and manage their businesses across different sales channels.

“Shopify API” means all software (including routines, data structures, object classes, protocols, programs, development tools, templates, libraries and interfaces), updates, application programming interfaces, information, data, files, documentation and other materials, whether tangible or intangible, in whatever form or medium that is available at help.shopify.com/api.

“Shopify App Store” means the Shopify website where Merchants can select and install Apps on their Merchant Store, available at: apps.shopify.com.

“Shopify Billing API” means the billing program based on the Shopify API that allows App Developers to create and issue charges to Merchants as well as remit payment to Shopify.

“Shopify Creative” means any marketing and/or promotional materials relating to Shopify and/or Shopify brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Shopify Trademarks.

“Shopify Plus” or “Plus” means the enterprise level of the Service, described in more detail at shopify.com/plus.

“Shopify Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Shopify; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Shopify Trademarks” means the trademarks, logos, service marks and trade names of Shopify Inc., whether registered or unregistered, including but not limited to the word mark SHOPIFY and the Shopping Bag Logo.

“Shopify Theme Store” means the Shopify website where Merchants can select and install Themes on their Merchant Store, available at: themes.shopify.com.

“Theme” means the templates for website layout and design that Merchants may install, use and customize for their Merchant Store.

“Websites” means any websites that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.

“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Shopify API.

Which means

This section assigns a specific meaning to some of the capitalized terms used in this agreement. Other capitalized terms are defined elsewhere in the Agreement.

2. Partner Responsibilities

2.1. Marketing Activities

  1. Partner shall bear all costs and expenses related to Partner's marketing or promotion of Shopify, and/or Partner’s Partner Program activities in any area, location, territory or jurisdiction, unless otherwise determined by Shopify in its sole discretion.

  2. In no event shall Partner engage in any email marketing or promotion with respect to Shopify and/or any Shopify Related Entity except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to Shopify to send emails regarding the offering of Shopify and Shopify Related Entities to the individuals on the Opt-in List. In the event Shopify approves such request, Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.

  3. Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding Shopify and/or Shopify Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information at the top and bottom of any email regarding Shopify, Shopify Related Entities, the Service and/or the Shopify platform; and (iii) not imply that such emails are being sent on behalf of Shopify or Shopify Related Entities.

  4. A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Shopify and/or Shopify Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Shopify and/or Shopify Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Shopify and/or Shopify Related Entities; (iv) copy, resemble or mirror the look and feel of Shopify’s websites, Shopify Trademarks or Services or otherwise misrepresent Partner’s affiliation with Shopify and/or Shopify Related Entities; or (v) engage in any other practices which may adversely affect the credibility or reputation of Shopify and/or Shopify Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Shopify or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.

Which means

Partners cannot send email marketing materials about Shopify without Shopify’s permission. If Shopify gives its permission, the messages must comply with this section and all applicable laws. Partner cannot engage in any illegal or aggressive marketing techniques on behalf of Shopify. Partner must not make any false or misleading statements about Shopify or represent anything that could cause harm to the credibility of Shopify.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

Which means

Partner will comply with all applicable laws.

2.3. Partner Duty to Inform

Partner shall promptly inform Shopify of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Shopify and/or the Shopify Related Entities by any third party.

Which means

Partner has to keep Shopify informed about any potential claims, demands or liabilities relating to Shopify of which the Partner is aware.

2.4. Other Partner Terms

  1. If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.

  2. To become a Partner, Partner must create a Partner Account by providing first name, last name and company name (if applicable), email address, and any other information indicated as required. Shopify may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Shopify will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Shopify cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.

  3. If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for assuring that its employees, agents and subcontractors comply with this Agreement.

  4. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

  5. Partner acknowledges and agrees that Shopify may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Shopify’s website, available at shopify.com/partners/terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Shopify will provide reasonable notice by email, posting a notice on the Shopify Partner Blog and/or in the Partner Dashboard. Partner’s continued participation in the Shopify Partner Program after the amended Partner Program Agreement is posted to Shopify’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Shopify Partner Program.

  6. Partner acknowledges and agrees that Partner’s participation in the Shopify Partner Program, including information transmitted to or stored by Shopify, is governed by the Shopify Privacy Policy found at shopify.com/legal/privacy.

  7. Other than the limited license to use the Shopify Trademarks pursuant to Section 5 of this Agreement, Partner shall not use the Shopify Trademarks and/or Shopify Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the Shopify Service, Shopify Inc. or the Shopify Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs).

Which means

Partner must (i) be at least 18 years old or the age of majority where Partner resides; (ii) provide certain information and agree that email will be our primary method of communication; (iii) make certain acknowledgments if signing up on behalf of an employer or a company; (iv) agree that this Agreement may be changed by Shopify at any time; (v) acknowledge and agree to Shopify’s privacy policy; and (vi) not use Shopify’s trademarks as part of its name or brand unless permitted under this Agreement.

3. Fees and Payments

3.1. Revenue Sharing Plans

Subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner shall be entitled to receive certain fees from Shopify (the “Fees”). The revenue sharing plans applicable to the different types of Referral Partners are set out in Part B. The revenue sharing plans applicable to the different types of Developers are set out in Part C. The revenue sharing plans applicable to Experts and the Plus Partner Program are set out in Part D.

3.2. Payment

  1. Fees due to Partner under the Reference Plan will be created by Shopify once per month upon receipt of payment from the Merchant, for each month that the Referred Merchant Store is active. Fees due to Partner under the App Plan (where the App Developer uses the Shopify Billing API) or the Theme Plan will be created by Shopify upon receipt of payment from the Merchant for the applicable App or Theme. Fees for Apps with recurring billing will be created by Shopify upon receipt of payment for each month that the App is installed on the Merchant Store. Fees due to Partner under the Bounty Plan will be created by Shopify once per month upon receipt of payment from the Merchant for two consecutive months.

  2. Shopify distributes Fees owing to its Partners twice per calendar month (each such period, a “Payment Period”). The first Payment Period occurs during the first half of the month, and the second Payment Period occurs during the second half of the month. The Fees described in Section 3.2.1 will be paid in either the first Payment Period or the second Payment Period, depending on the date that the Fee was created by Shopify. Where the Fees owing to Partner are greater than USD $25 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $25 at the end of any Payment Period, Shopify shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $25 or more.

  3. For App Developers who obtain Shopify’s express written permission to forego use of the Shopify Billing API, the App Developer shall submit payments due under the App Plan to Shopify monthly by way of wire transfer or Automated Clearing House (ACH). The App Developer is responsible for contacting apps@shopify.com to obtain the necessary banking information to execute the transfer. If the balance owed to Shopify is less than USD $1,000, App Developer may defer payment until the outstanding balance at the end of a payment period is USD $1,000 or more.

3.3. Additional Payment Information

  1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.

  2. Notwithstanding anything to the contrary in this Agreement, Shopify shall not be responsible to pay any Fees:

    1. related to revenues that have been refunded to Merchants by Shopify;
    2. for a Referred Merchant created or owned in whole or in part by a Partner;
    3. related to fraudulent sales;
    4. related to revenues that have been subject to chargebacks; or
    5. to Partners who are employed by or who are contractors of Shopify.
  3. If any Fees paid by Shopify are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Shopify shall have the right, at its sole discretion, to: (a) increase the amount of payments due from Partners described in Section 3.2.1; (b) reclaim any Fees paid to Partner in error; or (c) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Shopify, Partner shall pay to Shopify the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

  4. Shopify reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the Shopify blog and/or in the Partner Dashboard. In the event of any disputes over Fees, Shopify’s determination will be final and binding.

Which means

Shopify has the right to set off or withhold payments to Partners in certain circumstances. Shopify has the right to alter the Fees, the Fee structure or the payment terms with reasonable notice to Partner.

4. Termination

4.1. Termination

  1. Shopify may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Partner. Partner may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Shopify.

  2. Fraudulent or other unacceptable behaviour by Partner, as determined by Shopify in its sole discretion, may result in the termination of Partner’s affiliation with Merchants within the Partner Account, suspension of some or all Partner privileges under the Shopify Partner Program, or termination of the Partner Account entirely without notice to, or recourse for, Partner.

  3. Shopify reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Shopify will provide reasonable notice by email, posting a notice on the Shopify blog and/or in the Partner Dashboard.

Which means

Either Shopify or Partner can end this agreement at any time by providing notice to the other. If there is fraud or any other unacceptable behaviour by Partner, Shopify can suspend Partner’s privileges or end the agreement without notice. Shopify can change or eliminate all or any portion of the Partner Program at any time, upon reasonable notice.

4.2. Consequences of Termination

Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Shopify Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Shopify Creative and/or any Shopify Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account, Partner Dashboard, Shopify API, or to receive any payments of Fees hereunder, unless otherwise determined by Shopify in its sole discretion.

Which means

If the agreement ends, you must stop using and return to Shopify all Shopify creative material and Shopify’s trademarks and logos and Partner will no longer be permitted to access the Shopify API or receive Fees from Shopify, unless otherwise determined by Shopify in its sole discretion.

5. Intellectual Property Rights

5.1. Shopify Creative

  1. All Shopify Creative will be solely created and provided by Shopify unless otherwise agreed to by Shopify in writing in advance. Shopify will provide Partner with copies of or access to Shopify Creative. The Shopify Creative may also be accessible from the Partner Program website and the Shopify brand guidelines (“Shopify Trademark Usage Guidelines”). By using the Shopify Creative, you indicate your acceptance of our Shopify Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the Shopify Creative. The Shopify Creative is provided “as is” and without warranty of any kind.

  2. Partner may display Shopify Creative on the Websites solely for the purpose of marketing and promoting the Service and any Shopify brands promoted by Shopify and by Shopify Related Entities during the term of this Agreement, or until such time as Shopify may, upon reasonable prior notice, instruct Partner to cease displaying the Shopify Creative. Partner may not alter, amend, adapt or translate the Shopify Creative without Shopify's prior written consent. Nothing contained in any Shopify Creative shall in any way be deemed a representation or warranty of Shopify or any of Shopify Related Entity. The Shopify Creative shall at all times be the sole and exclusive property of Shopify and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Shopify to make changes or modifications to the Shopify Creative.

Which means

Partners may promote Shopify using the creative materials provided by Shopify. The creative materials Shopify provides belong to Shopify, cannot be changed and must be used only to promote the Shopify Services and Shopify brand.

5.2. Shopify Trademarks

During the term of this Agreement, Shopify hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Shopify Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Shopify’s Trademarks only as permitted hereunder; (b) it will use the Shopify Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Shopify in writing from time to time, including but not limited to the Shopify Trademark Usage Guidelines; (c) the Shopify Trademarks are and shall remain the sole property of Shopify; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Shopify Trademarks and all use thereof by Partner shall inure to the benefit of Shopify; and (e) Partner shall not, now or in the future, contest the validity of any Shopify Trademarks or use any term or mark confusingly similar to any Shopify Trademarks.

Which means

Shopify owns the Shopify Trademarks entirely and Partner agrees to use them only in accordance with the Agreement.

5.3. Restrictions on Partner’s Use of the Shopify Trademarks

Notwithstanding Section 5.2, Partners shall not use any Shopify Trademark including but not limited to the shopping bag logo or the word mark SHOPIFY or variations of the word “Shopify” in Partner’s business name, logo, products or services, including without limitation, the name or design of any Application or Theme, unless granted express written permission by Shopify in advance of such use.

Which means

Partners cannot use the word “Shopify”, or the Shopify shopping bag logo, or other Shopify trademarks in the name or design of the Partner’s business or logo, or any Partner product or service (including Apps or Themes) without permission.

5.4. Proprietary Rights of Shopify

As between Partner and Shopify, the Shopify Creative, Shopify Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the Shopify API, Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Shopify and/or Shopify Related Entities or otherwise related to the Service, Shopify Partner Program, Shopify and/or Shopify Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Shopify Property”) shall be and remain the sole and exclusive property of Shopify. To the extent, if any, that ownership of any Shopify Property does not automatically vest in Shopify by virtue of this Agreement, or otherwise, Partner hereby transfers and assigns to Shopify, upon the creation thereof, all rights, title and interest Partner may have in and to such Shopify Property, including the right to sue and recover for past, present and future violations thereof.

Which means

All of the information, property and intellectual property you have access to as a result of your participation in the Partner Program belongs entirely to Shopify.

6. Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a Party’s business and 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, Merchant Data, Customer Data, product designs, sales, costs, 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.

  2. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its 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 such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party 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 over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall 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 this Agreement; or (c) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

Which means

Both Shopify and Partner agree to use Confidential Information only to perform the obligations of the Agreement. Confidential Information must be protected and respected.

7. Disclaimer of warranty

The Shopify Partner Program, the Experts program, the Plus Partner Program, the Service, the Shopify Trademarks, the Shopify Creative, and the Shopify API (including the Shopify Billing API) are provided “as-is”. Shopify makes no warranties hereunder, and Shopify expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Shopify further disclaims all representations and warranties, express or implied, that the Service, the Shopify API, the Shopify Trademarks or the Shopify Creative do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction. Partner understands and agrees that the Shopify Partner Program, the Experts Program, the Plus Partner Program, the Service, the Shopify Trademarks, the Shopify Creative, and the Shopify API may not satisfy all of Partner’s or Merchant’s requirements and may not be uninterrupted, error-free or free from harmful components.

Which means

Which means: Shopify makes no warranties about the Shopify Partner Program, the Experts program, the Plus Partner Program, the Service, the Shopify API, the Shopify Trademarks or the Shopify Creative.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability

Shopify shall have no liability with respect to the Shopify Partner Program, the Experts program, the Plus Partner Program, the Service, the Shopify API, the Shopify Trademarks, the Shopify Creative or Shopify’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Shopify API, the Shopify Trademarks, the Shopify Creative, or Partner’s participation or inability to participate in the Shopify Partner Program, the Experts program, or the Plus Partner Program even if Shopify has been advised of the possibility of such damages. In any event, Shopify’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Shopify during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and Shopify is not obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances shall Shopify be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from the Partner’s relationship with any Merchant. These limitations shall apply even if Shopify has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

Which means

Shopify is limiting its liability with regard to the Shopify Partner Program, the Experts program, the Plus Partner Program, the Service, the Shopify API, the Shopify Trademarks, the Shopify Creative, the relationship between the Partner and any Merchant, and Shopify’s obligations under the Agreement. If there is a liability owed to the Partner by Shopify, Shopify will provide no more than the Fees that were paid to Partner in the past six months.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Shopify and any Shopify Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Shopify and Shopify Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the Shopify API, including the Shopify Billing API; (e) Partner’s breach of any term of this Agreement or the Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application or Theme, infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme; and (h) Partner’s relationship with any Merchant.

Which means

Partner will cover all costs associated with a claim made against, or liabilities incurred by, Shopify if it is caused by Partner’s breach of this Agreement, Partner’s gross negligence or wilful misconduct, promises made by Partner to third parties about Shopify, Partner’s use of the Shopify API, Partner’s products or services, Partner’s infringement or violation of the intellectual property or other rights of a third party, or Partner’s relationship with a Merchant.

8.3. Notice of Indemnification

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

Which means

Shopify will notify Partner of any claims and may choose to assist in the defense.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Shopify under this Agreement and under applicable law, Shopify shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Shopify in connection with such violation, in accordance with the provisions of this Section 8.

Which means

Which means: If Partner breaches its obligations with respect to Partner’s responsibilities (Section 2), Shopify’s intellectual property or other proprietary rights (Section 5) or confidentiality (Section 6), Shopify has rights outside of "breach of contract".

9. General provisions

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

Which means

In case something serious happens outside the control of either Shopify or Partner, both will be excused from performance of duties to the extent that such event affects either Party’s ability to perform such duties.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Which means

Both Shopify and Partner are independent contractors and there is no relationship of agents, representatives or otherwise between them.

9.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so.

Which means

Both Shopify and Partner are non-exclusive to each other and each can enter into similar arrangements with others, as long as that party does not use the other party’s confidential information.

9.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to legal@shopify.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for Shopify to 150 Elgin Street, Suite 800, Ottawa, Ontario, Canada K2P 1L4, Attention: Legal Department.

Which means

Notice is considered to be sent on the day it is emailed or hand delivered, 2 days after it is given to a courier, or 5 days after it is placed in the mail.

9.5. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

Which means

If a provision is not enforced by either party, it does not mean that they are waiving their rights to enforce that provision in the future.

9.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise reference herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

Which means

This Agreement and the documents it links to and references are the entire agreement governing the relationship between Shopify and Partner under the Partner Program, and it replaces any previous agreements.

9.7. Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Shopify shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Shopify’s prior written consent, to be given or withheld in Shopify’s sole discretion.

Which means

Partner cannot assign away or transfer this agreement to another party without Shopify’s consent.

9.8. Applicable Laws

This Agreement shall be governed by and interpreted in accordance ith 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 this Agreement.

Which means

This agreement is covered by the laws of Ontario, Canada. If anything were to go wrong, Ontario is where the issue would be litigated.

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against Shopify, Shopify Related Entities, or Shopify products and services.

Which means

You agree not to sue us for patent infringement.

9.10. Acceptance

By marking the "I have read and agree to the Partner Program Agreement" checkbox, Partner hereby fully agrees with all terms and provisions of this Agreement, including all documents linked to herein.

Which means

Clicking the checkbox constitutes full acceptance of this Agreement.

9.11. Competitive or Similar Materials

Shopify is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that Shopify does not use Partner’s Confidential Information in so doing.

9.12. Service Providers

Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.13. Industry Standards

  1. Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards so as to securely operate Partner's Website, Applications and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency, and disconnect immediately any intrusions or intruder.

  2. In addition, if Partner has access to Merchant Data, Partner: (i) shall only use or store such information for the purpose of providing the Partner’s services, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) shall not communicate with Customers directly or indirectly, provided however that Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) shall only store such information for as long as reasonably necessary to provide the Partner’s services; (iv) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) shall notify Shopify of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (a) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (b) investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to Shopify, Merchants or Customers; and (d) regularly communicate the progress of its investigation to Shopify and cooperate to provide Shopify with any additional requested information in a timely manner.

Part B - Additional Terms Applicable to Referral Partners

This Part B contains terms applicable to Referral Partners generally. Section B.1. contains additional terms applicable to Affiliates. Section B.2. contains additional terms applicable to VAPs.

1. FTC Guidelines

  1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Shopify, Partner receives compensation for the Referred Merchant referrals made to Shopify. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.

  2. Full compliance with these guidelines requires that information be provided by Partner to consumers clearly and conspicuously, outlining that Partner is being compensated for referring Referred Merchants to Shopify. For further information Partner may refer to the statement released by the FTC regarding these guidelines.

Which means

Partner should ensure that it follows all FTC laws that apply to Partner and its activities as a Referral Partner.

2. Prohibited Activities

A Referred Merchant cannot be a store opened and/or owned by a Referral Partner and for which that Referral Partner seeks compensation pursuant to this Agreement. A Referral Partner will be deemed to have introduced only those Referred Merchants that: (a) access Shopify from that Referral Partner’s unique referral link assigned by Shopify; or (b) are added through a Development Store within the Referral Partner’s Shopify Partner Dashboard.

3. Revenue Sharing Plans for Referral Partners

  1. The “Reference Plan” is a revenue sharing plan applicable to VAPs, where a VAP introduces Shopify to a Referred Merchant using the VAP’s Shopify assigned link, or through a Development Store associated with the VAP’s Partner Dashboard. Under the Reference Plan, such VAP is entitled to a percentage of the total subscription revenue received from such Referred Merchant, to be determined by Shopify in its sole discretion, with Shopify being entitled to the remaining percentage, on an ongoing basis subject to the other terms and conditions of this Agreement. The current revenue share percentages applicable to VAPs are available at: help.shopify.com/partners/getting-started/how-to-earn. Shopify reserves the right to revise the revenue share percentages applicable to the Reference Plan from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the Shopify blog, and/or in the Partner Dashboard.

  2. The “Bounty Plan” is a bonus plan applicable where an Affiliate introduces Shopify to a Referred Merchant using the Affiliate’s Shopify assigned link. Under the Bounty Plan, an Affiliate is entitled to the following compensation: (i) if the Referred Merchant is referred to any Shopify plan other than Shopify Plus, a one-time payment of two hundred percent (200%) of one-month’s subscription revenue received from such Referred Merchant; or (ii) if the Referred Merchant is referred to Shopify Plus, a one-time payment of one hundred percent (100%) of one-month’s subscription revenue received from such Referred Merchant. Any bounty payment payable to an Affiliate will be paid in two parts. The first half of the bounty payment will be paid within 30 days of the end of the calendar month in which the Referred Merchant was referred to Shopify by Affiliate. The second half of the bounty will be paid within 30 days of the end of the calendar month in which the first half of the bounty was paid.The Bounty Plan may also apply to VAPs in some cases, including where a Referred Merchant is introduced to Shopify by more than one Referral Partner. See help.shopify.com/partners/getting-started/how-to-earn for more details. Shopify reserves the right to revise the revenue share amounts applicable to the Bounty Plan from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the Shopify blog, and/or in the Partner Dashboard.

  3. Referral Partner will be entitled to receive Fees from one, but not both, of the Reference Plan and the Bounty Plan. Referral Partner will be assigned to either the Reference Plan or the Bounty Plan at Shopify’s sole and absolute discretion. To learn more about the Reference Plan and Bounty Plan, please visit help.shopify.com/partners/getting-started/how-to-earn.

  4. Shopify reserves the right to (i) demand and receive information from Referral Partners about any Referred Merchant, including but not limited to information with respect to traffic sources and methods used to acquire Referred Merchant, and to (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Fee is payable for such Referred Merchant. Shopify will only pay Fees related to Referred Merchants that are at arm's length to Referral Partners, and Shopify shall not be responsible to pay any Fees for a Referred Merchant owned in whole or in part by a Referral Partner.

B.1. Additional Terms applicable to Affiliates

1. Affiliate Responsibilities

Affiliates will use their best efforts to (i) promote and market Shopify, and (ii) identify for Shopify prospective Referred Merchants.

2. Unauthorized and Prohibited Affiliate Activities

An Affiliate shall not:

  1. promote or advertise Shopify and/or Shopify Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;

  2. use its unique referral link directly in any pay-per-click advertising;

  3. purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Shopify Trademarks and/or the names or trademarks of any Shopify Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Shopify Trademarks or the names or trademarks of any Shopify Related Entity;

  4. create or participate in any third party networks or sub-affiliate networks without the express written permission of Shopify;

  5. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;

  6. use direct linking to any page on any Shopify website, without prior written permission from Affiliate’s Partner Manager; or

  7. mask its referral sites or use deceptive redirecting links.

Which means

Affiliates cannot buy search engine advertising, trademarks or domain names that mention or use “Shopify” or other Shopify logos and cannot engage in any fraudulent, spam or low quality marketing activities.

B.2. Additional Terms applicable to VAPs

1. Development Stores

During the development of a Merchant Store by the VAP on behalf of a Merchant, the VAP may designate the store as a Development Store. A Development Store is not publicly visible, and is not subject to monthly subscription fees. A Development Store is deemed to become a Merchant Store upon the earlier of: (a) the payment of monthly subscription fees for the store by either the VAP or Merchant; and (b) the transfer by the VAP of ownership of the Development Store to the Merchant.

2. Relationship between VAP and Merchant

The services provided by a VAP to a Merchant are the responsibility of the VAP and not of Shopify. It is the VAP’s responsibility to ensure that there is a Merchant Agreement in place between the VAP and Merchant for the services to be provided by the VAP to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the VAP, provided that any such remedy that includes the withholding of the transfer of ownership of the Development Store or Merchant Store to the Merchant shall be enforced by Shopify at its sole discretion. In the event of a dispute between the VAP and the Merchant, Shopify is not obligated to intervene in any such dispute. Under no circumstances shall Shopify be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from the transfer of ownership of the Development Store or Merchant Store to the Merchant by Shopify, or the VAP’s relationship with any Merchant. These limitations shall apply even if Shopify has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

Part C - Additional Terms Applicable to Developers

This Part C contains terms applicable to Developers generally. Section C.1. contains additional terms applicable to Theme Developers. Section C.2. contains additional terms applicable to App Developers. Section C.3. contains additional terms applicable to Payment Gateway Developers.

1. Installation and Merchant Agreement

  1. Prior to Developer accessing a Merchant Store and any Merchant Data, the Merchant must grant Developer access through a consent screen provided by Shopify at the time of installation. Any other access to, use or disclosure of a Merchant Store or Merchant Data by Partner is strictly prohibited and is a violation of this Agreement.

  2. Partner’s Application will be installed and run on Developer’s server or another server, but will not be run on Shopify’s servers.

  3. Developer will provide the Merchant with a Merchant Agreement that contains provisions at least as protective of Shopify as those in this Agreement. Developer must inform all Merchants in the Merchant Agreement that: (i) Developer is solely responsible for the Application or Theme; (ii) Shopify is not liable for any fault in the Application or Theme or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Application or the Theme; and (iv) Developer is solely responsible for any liability which may arise from: (a) the development, use, marketing or distribution of or access to the Application, or Theme, including support of the Application or Theme; and (b) Developer’s access, use, distribution or storage of Merchant Data.

2. Access to and Use of Merchant Data

  1. Developer will have in place and will present the Merchant with a privacy policy that complies with all applicable privacy laws and provides adequate notice and obtains prior consent for the collection, use and storage of the Merchant Data, and any personal information the Application will access once installed (“Developer Privacy Policy”). Without limiting the foregoing, the Developer’s Merchant Agreement or Developer Privacy Policy will describe in sufficient detail the services to be provided by the Developer’s Application and the Merchant Data that will be accessed by the Application in order to provide such services. Without limiting the generality of the foregoing, Developer will: (i) not use, access, store, or make copies of the Merchant Data or any other data relating to a Merchant or Customers that Partner receives via the Application or the Shopify API except as necessary to provide the Application services as described in the applicable Merchant Agreement or Developer Privacy Policy, or as otherwise permitted under this Agreement, and if permitted, only within the limits and for the purposes as specified by the Merchant; (ii) delete all originals, copies and reproductions of the Merchant Data when the Merchant uninstalls the Application or when it is no longer required to provide the services as described in the applicable Merchant Agreement or Developer Privacy Policy; (iii) not use information from Merchants or Customers for competitive benchmarking or other similar purposes, or to enable the transmission of unsolicited communications of any kind; and (iv) comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies in the jurisdictions that Developer operates in or markets or distributes the Application into, including jurisdictions where Developer collects or gathers Merchant Data from. Developer may send communications to recipients who have explicitly consented to receive them, and may communicate with Merchants or with Customers on behalf of Merchants, but may not communicate to Customers directly on its own behalf.

  2. As between Developer and Shopify, Shopify shall own all right, title and interest in any Merchant Data that Shopify receives as a result of a Merchant’s installation or use of an Application, and all such Merchant Data shall be subject to the Shopify Terms of Service and the Shopify Privacy Policy.

3. Unauthorized and Prohibited Developer Activities

In addition to the restrictions outlined in Section 5 below, Developers are prohibited from soliciting reviews of an Application or a Theme on the Shopify App Store or Shopify Theme Store by offering a financial incentive, free access to Application and/or Theme functionality, or any other reward to a potential or existing Application or Theme customer in exchange for the review. Developer shall not develop or distribute the Application or Theme in any way in furtherance of criminal, fraudulent, or other unlawful activity.

Which means

Developers cannot provide incentives in exchange for reviews of their Apps or Themes.

4. Use of the Shopify Billing API

All App Developers must use the Shopify Billing API unless otherwise agreed to by Shopify in writing. The Shopify Billing API includes software to help Developers manage billing charges to Merchants for use of Developer’s Applications. It is the Developer’s responsibility to obtain Merchant consent to be billed on a one-time, usage or recurring basis in compliance with applicable legal requirements and card network payment rules.

5. License to Shopify API and License Restrictions

  1. Subject to the terms and conditions of this Agreement, Shopify grants to Developer a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicenseable, revocable and limited license during the term of this Agreement to use and make calls to the Shopify API to develop, implement and distribute Applications solely for use by Merchants in connection with the Services and solely in the manner described in the documentation contained in the Shopify API and in accordance with the terms and conditions of this Agreement.

  2. Shopify reserves the right to require you to install or update any and all software to continue using the Shopify API and the Service.

  3. In order to use and access the Shopify API, Developer must obtain API credentials from Shopify (a “Token”) by registering for a Partner Account and agreeing to the terms of this Agreement. Developer may not share its Token with any third party, shall keep such Token and all login information secure and shall use the Token as Developer’s sole means of accessing the Shopify API. Developer’s access to a Token is in Shopify’s sole discretion.

  4. Partner’s license to the Shopify API granted in Section 5.1 is explicitly conditioned on Partner’s adherence to the following restrictions and compliance with the responsibilities herein. Partner shall:

    1. use the Shopify API only to develop and distribute Applications for the Developer’s or a Merchant’s use of the Services;
    2. make only those copies of the Shopify API that Partner reasonably requires to use the Shopify API and to maintain and update the Application in accordance with the terms of this Agreement;
    3. restrict disclosure of the Shopify API, or any part thereof, to agents, employees or independent contractors of Developer who require such access in order to use, maintain, implement, correct or update the Application in accordance with this Agreement, and who are subject to confidentiality obligations the same as or greater than those contained herein;
    4. not distribute, sell, lease, rent, lend, transfer or sublicense any rights granted by this Agreement to any third party except as permitted herein;
    5. not use or access the Shopify API or the Service in order to monitor the availability, performance, or functionality of the Shopify API, the Service or any portion thereof or for any similar benchmarking purposes;
    6. not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Shopify API;
    7. not engage in any activity with the Shopify API that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, security, networks, data, or other properties or services of Shopify or any third party;
    8. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
    9. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Shopify API, any Merchant Store, the Services, or any aspect or portion thereof;
    10. not bypass Shopify API restrictions for any reason, including but not limited to automating administrative functions of the Merchant admin;
    11. not substantially replicate products or services offered by Shopify or any Shopify Related Entity. Subject to the preceding sentence and the Parties’ other rights and obligations under this Agreement, including confidentiality obligations, each Party agrees that the other Party may develop and publish Applications that are similar to or otherwise compete with such Party’s Applications; and
    12. not develop Applications that excessively burden the Shopify system, distribute spyware, adware or other commonly objectionable programs, fail to respect the privacy of Merchants or Customers, or infringe the intellectual property or privacy rights of any third party.
  5. Access to the Shopify API may be terminated or suspended by Shopify at any time and at Shopify’s sole discretion. Without limiting the foregoing, Shopify may terminate a Developer’s right to use the Shopify API if the Developer breaches any term of this Agreement or any documents incorporated by reference in the Agreement. Termination or suspension of Developer’s access to the Shopify API will negatively affect Merchants who use Developer’s Application, and Developer is responsible to ensure that all Merchants who install Developer’s Applications are aware of this risk.

  6. Partner understands that certain software packages, libraries, or components of the Shopify API are or may become licensed under an open source software license (“Open Source Components”). Partner understands and acknowledges that its use, reproduction and distribution of any such Open Source Components are governed by the terms of the applicable open source software license and not this Section 5.

C.1. Additional Terms Applicable to Theme Developers

1. Theme Requirements

  1. Theme Developers are permitted to develop Themes for Merchants to be distributed in the Shopify Theme Store. Theme Developer may, at Shopify’s sole discretion, charge a fee for a Theme, or make the Theme available to Merchants at no cost. All Themes are subject to approval and acceptance by Shopify and Shopify retains the right to remove a Select Theme (as defined in Section 2 below) from the Shopify Theme Store at any time and for any reason.

  2. Theme Developers must follow all Shopify guidelines set out here help.shopify.com/themes/development/theme-store-requirements with respect to their Theme.

  3. Each Theme Developer represents and warrants that it has obtained all necessary right, title and interest in and to the images, designs, plugins, templates, software or other assets that are distributed with a Select Theme in the Shopify Theme Store. Theme Developer further represents and warrants that no part of the Theme will violate or infringe upon any copyright or any other rights whatsoever of any third party.

Which means

Theme Developers can develop and sell Themes for Shopify Merchants in the Shopify Theme Store. Shopify can remove a Select Theme at any time for any reason. The Theme must not infringe any third party rights.

2. Revenue Sharing Plans for Theme Developers

The “Theme Plan” is a revenue sharing plan which allocates revenue between Shopify and a Theme Developer whose Theme has been selected to be sold through the Shopify Theme Store (each such Theme, a “Select Theme”). Under the Theme Plan, a Theme Developer is entitled to either: (a) seventy percent (70%) of the total revenues from the sale of such Select Theme, with Shopify being entitled to the remaining thirty percent (30%), where the Theme Developer will support the Select Theme as set out here themes.shopify.com/services/themes/guidelines (the “Developer Supported Model”), or (b) fifty percent (50%) of the total revenues from the sale of such Select Theme, with Shopify being entitled to the remaining fifty (50%), where the Theme Developer chooses to have Shopify support the Select Theme as set out here themes.shopify.com/services/themes/guidelines (the “Shopify Supported Model”).

Which means

When a Theme Developer’s Theme is selected by Shopify, Theme Developer is paid 70% of the total revenues Shopify receives for that Theme if the Developer supports that Theme, or 50% of the total revenues Shopify receives for that Theme if Shopify supports the Theme.

3. Additional Shopify Trademark Use Rights for Theme Developers

Notwithstanding Section 5.3 of Part A, Theme Developers may use the Shopify Trademarks and may refer to Shopify and the Service in the promotion of their Select Theme for the sole purpose of notifying Merchants that the Select Theme is compatible with the Service.

C.2. Additional Terms Applicable to App Developers

1. App Requirements

  1. App Developers are permitted to develop Applications for Shopify Merchants using the Shopify API either directly for the Merchant or for general distribution in the Shopify App Store or on a third-party website. App Developer may, at its sole discretion, charge a fee for an Application, or make the Application available to Merchants at no cost. All Applications to be distributed through the Shopify App Store are subject to approval and acceptance by Shopify, and Shopify retains the right to remove a Select App (as defined below) from the Shopify App Store at any time for any reason.

  2. App Developers must follow all Shopify guidelines set out here: help.shopify.com/api/listing-in-the-app-store/app-review-checklist with respect to their App.

Which means

App Developers can develop and sell Apps either directly to the Merchant, in the Shopify App Store or on third-party websites. Shopify can remove a Select App at any time for any reason.

2. Revenue Sharing Plans for App Developers

The “App Plan” is a revenue sharing plan that allocates revenue between Shopify and an App Developer whose App has been selected to be listed in the Shopify App Store (each such App, a “Select App”). Unless otherwise agreed to by Shopify in writing, under the App Plan, an App Developer is entitled to eighty percent (80%) of the total revenues from the sale of, subscription to or charges relating to the Select App, with Shopify being entitled to the remaining twenty percent (20%).

Which means

When an App Developer’s App is selected by Shopify, the App Developer is paid 80% of the total revenues for that App.

3. Additional Shopify Trademark Use Rights for App Developers

Notwithstanding Section 5.3 of Part A, App Developers may use the Shopify Trademarks and may refer to Shopify and the Service in the promotion of their App for the sole purpose of notifying Merchants that the App is compatible with the Service.

4. Reporting and Audit

  1. All App Developers must use the Shopify Billing API unless otherwise agreed to by Shopify in writing. App Developers that do not utilize the Shopify Billing API shall submit to Shopify via email at accounting@shopify.com a report indicating total revenues per quarter, within 30 days following the end of the Developer’s fiscal quarter.

  2. Shopify shall have the right to appoint an independent auditor approved by App Developer, such approval not to be unreasonably withheld, under appropriate non-disclosure conditions, to audit App Developer’s records to confirm App Developers’ compliance with this Agreement. If such audit reveals non-compliance by App Developer with the terms and conditions of this Agreement the independent auditor appointed by Shopify shall provide Shopify and App Developer with a report (along with supporting documentation) indicating the amount by which App Developer has overstated or understated the payments due by App Developer and any other failures by App Developer to fulfill its obligations under the Agreement. Prompt adjustment shall be made by the proper Party to compensate for any overpayments or underpayments disclosed by any such audit. Shopify shall bear all of the costs of any such audit, unless such audit reveals underpayment by App Developer by more than five percent (5%) for the audited period, in which case, App Developer shall reimburse Shopify for all of the reasonable costs of such audit. In addition to the foregoing audit rights, Shopify shall also have the right to use the capabilities of the Service to confirm the number of Apps sold by the App Developer.

Which means

App Developers that do not use the Shopify Billing API must inform Shopify of total App sales each quarter. Shopify can audit an App Developer's records to ensure the App Developer is remitting revenue to Shopify in accordance with the App Plan.

C.3. Additional Terms Applicable to Payment Gateway Developers

  1. Payment Gateway Developers are permitted to develop Applications that integrate a payment gateway and the Service. Payment Gateway Applications may be made available to Merchants privately or, if approved by Shopify, publicly within the Merchant’s admin and Shopify’s public list of payment gateways. Payment Gateway Developer must comply with the Shopify Hosted Payment SDK guidelines.

  2. If a Payment Gateway App is not made publicly available, the Payment Gateway Developer may permit Merchants to privately install the Payment Gateway Application, by providing Merchants with a shareable installation link.

  3. If a Payment Gateway Developer’s Payment Gateway Application meets the criteria set out in the Shopify Hosted Payment SDK guidelines: help.shopify.com/api/sdks/hosted-payment-sdk/publish-gateway#private for public listing by Shopify, the Payment Gateway Developer may apply to Shopify for a public listing. Depending on a number of factors determined and assessed by Shopify in its sole discretion, including transaction volume and Payment Gateway Application adoption rates, Shopify may make the Payment Gateway Application available to all Merchants via the Merchant’s admin and list the Payment Gateway Application in Shopify’s public list of payment gateways.

  4. Payment Gateway Developer must comply with any terms, guidelines or approval processes required pursuant to any card network rules, and applicable laws or regulations.

  5. Payment Gateway Developer represents, warrants, and covenants that, where applicable, it shall at all times be certified as compliant with all provisions of the Payment Card Industry Data Security Standard (“PCI-DSS”) or any successor standards or requirements applicable to its performance as a Payment Gateway Developer under this Agreement. Payment Gateway Developer shall, upon Shopify’s reasonable request, deliver reasonable evidence to Shopify of Payment Gateway Developer’s compliance with PCI-DSS.

Part D – Additional Terms Applicable to Shopify Experts and the Shopify Plus Partner Program

In addition to the terms applicable to all Referral Partners, as set out in Part B, the following terms apply to Shopify Experts, and Partners accepted into the Plus Partner Program.

1. Shopify Experts

  1. Designation. From time to time Shopify may designate certain of its Partners as “Experts”, to be listed in Shopify’s Experts directory, in various categories such as “store setup”, “store design”, “app development”, “point of sale”, “marketing”, and “photography”. Partners who meet the criteria may apply to become a Shopify Expert at any time, however the granting of an Expert designation is entirely within Shopify’s discretion.

  2. Revenue Sharing Plan. The revenue sharing plan for Experts is the same as the revenue sharing plan applicable to VAPs.

2. Plus Partner Program

  1. Designation. From time to time Shopify may designate certain of its Experts and Partners as either a “Plus Expert” or a “Plus Partner”, to be listed on Shopify’s Plus Partner Program site. A Plus Expert or Plus Partner will be required to execute a Plus Partner Program addendum. The granting of a Plus Expert or Plus Partner designation is entirely within Shopify’s discretion.

  2. Revenue Sharing Plan. The revenue sharing plan for the Plus Partner Program is the same as the revenue sharing plan applicable to VAPs.

3. Removal of Designation

Shopify may remove the Expert, Plus Expert or Plus Partner designation, as applicable, from any Partner at any time and for any reason, in its sole and absolute discretion, effective immediately upon notice to Partner. Upon notice of the revocation of such designation by Shopify, Shopify will remove Partner from the Experts directory or Plus Partner Program resources, and Partner shall immediately cease referring to itself as a Shopify Expert, Plus Expert or Plus Partner on any Website or otherwise.

Which means

Shopify can designate Partner as an Expert in its Expert directory or as a Plus Expert/Plus Agency in the Plus Partner Program directory. These designations are at Shopify’s discretion, and can be removed at any time and for any reason. If Shopify removes the applicable designation, Partner must immediately stop referring to itself as a “Shopify Expert”, “Shopify Plus Expert” or “Shopify Plus Agency”.

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Last updated June 9, 2016