Shopify Retail Agreement

You must read, agree with and accept all of the terms and conditions contained in this Shopify Retail Agreement (“Agreement”). Any products and services offered by Shopify Inc. or its affiliates (“Shopify”) are referred to in this Agreement as being part of the “Retail Hardware Package” or as the “Services”, whichever applies. Any new features or tools which are added to the current Retail Hardware Package or Services shall be also subject to the Agreement. You can review the current version of the Agreement at any time at https://hardware.shopify.com/pages/shopify-retail-agreement. Shopify reserves the right to update and change the terms of the Agreement by posting updates and changes to the Shopify website. You are advised to check the terms of the Agreement from time to time for any updates or changes that may impact you.

This Agreement 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.

Section 1: Terms and Scope of Agreement

This Agreement is intended to incorporate and supplement the terms of the Shopify Terms of Service, located at www.shopify.com/legal/terms (“Shopify Terms of Service”)If anything in the Agreement conflicts with the Shopify Terms of Services, then then the terms of this Agreement shall control.
Retail Hardware equipment is purchased, and not leased. Purchase of the Retail Hardware equipment is subject to the “POS Equipment Agreement”, located at https://www.shopify.com/legal/notice.
Shopify may from time to time offer additional services, products, applications and tools, including but not limited to Shopify Payments, Shopify Capital, Shopify Shipping, and point-of-sale (POS) services and equipment (“Additional Services”). Additional Services are not within the scope of this Agreement, and are subject to additional fees and additional terms.

Section 2: Customer Obligations and Fees

In exchange for the rights granted and the provision of the Retail Hardware equipment by Shopify pursuant to this Agreement, Customer shall pay the Price of the Retail Hardware equipment and shall pay the monthly Fees for the Shopify Advanced plan for a minimum of 12 consecutive months each Billing Month during the Term.
The Prices for the Retail Hardware equipment and the Fee for the Shopify Advanced plan shall be as described at https://www.shopify.com/pos/retail and at https://www.shopify.com/pricing, respectively.
Customer shall access and use the Services solely in accordance with the Agreement, including the Shopify Terms of Service.
Billing and Payment of Fees shall be in accordance with Section 13 of the Shopify Terms of Service with necessary modifications.
Modifications to the Service and Prices:

a) Prices for using the Services are subject to change upon 30 days written notice from Shopify.

b) Shopify reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.

c) Shopify shall not be liable to Customer or to any third party for any modification, price change, suspension or discontinuance of the Service.

Section 3: Term and Termination

Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the day that the agrees to the terms of this Agreement (the “Effective Date”) and shall remain in force for an initial term of 12 months (the “Initial Term”). The Agreement shall renew for one-month terms (each a “Renewal Term”) beginning on the one-year anniversary of the Effective Date, unless either party provides the other with notice of its intention not to renew at least 15 days prior to the expiry of the Initial Term or then-current Renewal Term. The Initial Term and Renewal Term are collectively referred to as the “Term”.
Either party may terminate the Agreement at any time during any Renewal Term by providing the other party with at least 15 days’ prior written notice. Customer can terminate the Services described in this Agreement without terminating its Shopify Account or any other Services it subscribes to, and in such case, Customer will continue to be billed, and will pay for, the Services (other that the terminated Services).
Upon the expiry of the Agreement, or termination of the Agreement by either party for any reason:

a) Shopify will cease providing Customer with the Services and Customer will no longer have access to the Services;

b) unless otherwise provided in this Agreement or the Shopify Terms of Service, Customer will not be entitled to any refunds of any prepaid Fees, pro rata or otherwise;

c) any outstanding balance of any Fees or other charges owed by Customer to Shopify up to the effective date of termination will immediately become due and payable in full; and

d) each party will immediately discontinue all use of the other party’s Confidential Information.

Section 4: Intellectual Property

Customer acknowledges and agrees that: (i) the Services, including without limitation any associated software, documentation, training materials (whether provided verbally or in writing), applications, websites, tools and products, and any modifications, enhancements and updates thereto, and all intellectual property rights therein (collectively, “Shopify IP”) are exclusively owned by Shopify and/or our third party providers; (ii) subject to Customer’s compliance with the Agreement, Shopify grants Customer 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 Agreement; and (iii) Customer has no rights in the Shopify IP, other than the rights and licenses granted herein.

Section 5: Indemnities and Limitation of Liability

Customer expressly understand and agrees that Shopify shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the products or services described in this Agreement.
In no event shall Shopify or its suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with its services or the terms of this Agreement (however arising including negligence). Customer agrees to indemnify and hold Shopify and (as applicable) its parent, subsidiaries, affiliates, Shopify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Customer’s breach of this Agreement or the documents it incorporates by reference, or its violation of any law or the rights of a third party.
Customer’s use of the Services is at Customer’s sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Shopify does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
Shopify does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
Shopify does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by Customer through the Services will meet Customer’s expectations, or that any errors in the Service will be corrected.