Shopify
Weighted across nine legal categories. Lower is worse.
Executive summary
Shopify's terms are written for business users, not shoppers, and they lean heavily in Shopify's favor. Shopify can refuse or cancel your account for any reason at its sole discretion, without notice, and it does not provide refunds if that happens. You keep ownership of your content, but you grant Shopify a very broad worldwide license to use and modify it and you permanently waive your moral rights. Shopify disclaims liability for all damages, even direct losses and its own negligence, while you must cover Shopify's legal costs for a wide range of claims. On the positive side, there is no forced arbitration or class action waiver, and Shopify promises advance notice of harmful term changes and 30 days notice of fee changes, though most disputes must be brought in courts in Ontario, Singapore, or Ireland depending on where you are based.
Category breakdown
Acceptance of Terms & Scope
Contract formation and service boundaries
You accept the terms by signing up or simply by using any Shopify service, and the agreement pulls in a long chain of other documents, including third-party payment terms that can change on posting. The scope is open ended, since any new feature Shopify adds is automatically covered. Shopify does provide plain-language summaries near each section, which helps, but it states those summaries are not binding and tells you to check back for updates on your own.
Key findings
- Acceptance happens by signup or by any use of the services, not only through an explicit click-through
- The terms incorporate many other documents by reference, including the AUP, Privacy Policy, API Terms, DPA, and multiple payment provider terms
- Any new features or tools added later are automatically covered by these terms
- Third-party payment terms (Shop Pay, Apple Pay, Google Pay, Meta Pay, Amazon Pay) can be amended effective on posting, and continued use counts as acceptance
- Plain-language summaries are provided but expressly stated to be non-binding
- Clear age requirement: 18 or the age of majority in your jurisdiction
Evidence from the document
By signing up for a Shopify Account (as defined in Section 1) or by using any Shopify Services (as defined below), you are agreeing to be bound by the following terms and conditions
Any new features or tools which are added to the current Services will also be subject to the Terms of Service.
these summaries are not legally binding
By using Shopify or any Shopify services, you are agreeing to these terms. Be sure to occasionally check back for updates.
Recommendations
- Read the incorporated documents (AUP, Privacy Policy, API Terms) before signing up, since they bind you too
- Set a periodic reminder to re-check the terms and the payment provider terms, because updates can take effect on posting
- If you sign up for an employer, confirm you actually have authority to bind that business
User Accounts
Registration, suspension, and termination
Shopify gives itself very broad account power: it can reject or cancel your account for any reason at its sole discretion, and can suspend or terminate it without notice at any time unless the law requires otherwise. There is no appeal process in the document, no refunds after termination, and your store simply goes offline. Since a store owner's livelihood can depend on this account, that one-sided discretion is a serious risk.
Key findings
- Shopify can reject or cancel an account for any reason at its sole discretion
- Suspension or termination can happen for any reason, without notice and at any time, unless the law requires otherwise
- No refunds of any fees, pro rata or otherwise, when the account is terminated
- Abuse of any Shopify employee results in immediate account termination with no graduated process
- No appeal or human review process is described anywhere in the document
- Cancelling your own account requires contacting Shopify Support and following their instructions, not a simple self-serve action
Evidence from the document
Shopify may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law)
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Shopify employee, member, or officer will result in immediate Account termination.
you will not be entitled to any refunds of any Fees, pro rata or otherwise
Recommendations
- Keep regular off-platform backups of your product data, customer lists, and store design so a sudden termination does not wipe out your business records
- Avoid concentrating your entire sales channel on Shopify; keep an exportable customer contact list
- Document your compliance with the AUP so you can respond quickly if your account is flagged
- If you plan to leave, export your data before you cancel, since your store is taken offline on termination
Intellectual Property & UGC
Content ownership and licensing
You keep ownership of your content, which is the right starting point, but the license you grant Shopify is extremely broad: worldwide, royalty-free, transferable, sublicensable, and it covers modifying your content and creating derivative works. You also irrevocably waive your moral rights, meaning Shopify and anyone it passes rights to can use your work without credit. Deleting your store does not end licenses Shopify says it still needs, and any feedback you submit becomes Shopify's to use freely.
Key findings
- You retain ownership of your Materials, which is positive
- The license to Shopify is worldwide, royalty-free, transferable, and sublicensable, and includes modification and derivative works
- You irrevocably waive all moral rights, so no attribution is owed and the waiver extends to anyone who obtains rights through Shopify
- Shopify can feature and promote your Materials, store, and trademarks in any channel it or its partners operate
- Deleting your account does not terminate licenses Shopify claims it needs for rights that arose during the term
- Ideas, suggestions, and reviews you submit as Feedback are free for Shopify to use with no compensation
Evidence from the document
We do not take ownership of the Materials that you provide to Shopify
You hereby grant Shopify a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform
You irrevocably waive any and all moral rights you may have in the Materials in favour of Shopify
Removing your Shopify Store does not terminate any rights or licenses granted to the Materials that Shopify requires to exercise any rights or perform any obligations that arose during the Term.
you waive any and all rights in the Feedback
Recommendations
- Keep original copies of all product photos, copy, and designs off the platform with creation records
- Think twice before uploading content you license from others, since you warrant you have rights to grant Shopify this broad license
- Do not submit valuable business ideas through feedback channels if you want to keep rights in them
- Watermark or register your most valuable creative assets before uploading
Data Privacy
Data collection, usage, and protection
The privacy picture in this document is mixed and the details are pushed to separate policies. On the plus side, Shopify commits to PCI DSS compliance for payment data and lets you switch off the Shopify Network Intelligence setting that powers cross-merchant use of your customers' data. On the minus side, Shopify can use your customers' personal data across other merchants for its Enhanced Services and advertising, your content may travel unencrypted, and Shopify disclaims liability for unauthorized access to data sent through POS connections.
Key findings
- Shopify can use your customers' personal data from your store, other merchants, and Shopify itself to power Enhanced Services and advertising
- This cross-merchant data use may count as a data share or targeted advertising under US state privacy laws, and the compliance burden falls on you
- You can disable the Shopify Network Intelligence setting to stop future use of customer data for Enhanced Services
- Shopify commits to PCI DSS compliance and publishes its Attestation of Compliance
- The document warns your Materials may be transferred unencrypted
- Shopify disclaims liability for unauthorized access to data transmitted via POS connections
Evidence from the document
To provide the Enhanced Services, Shopify can use Personal Data from your customers' interactions and transactions with Your Store, with other Merchants, and with Shopify.
You may disable the setting that powers Enhanced Services
You understand that your Materials may be transferred unencrypted
we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services
Shopify complies with applicable Payment Card Industry Data Security Standards
Recommendations
- Read the Data Processing Addendum and both privacy policies before launch, since the real data terms live there
- Decide deliberately whether to leave Shopify Network Intelligence on, and disable it if cross-merchant use of your customers' data is a problem for you
- Update your own store privacy policy to disclose Shopify's role and provide the required customer opt-out links
- If you serve EU, UK, or US state-privacy customers, confirm you meet the extra obligations the Enhanced Services trigger
Payment & Subscriptions
Billing and subscription management
Shopify's billing terms are strict: there are no refunds at all, not even pro rata when your account ends, and transaction and additional fees can be charged at Shopify's discretion. Domains you buy are preset to auto-renew, and you get roughly two weeks to dispute subscription billing. The fair parts are 30 days advance notice of fee changes and a 28-day grace window before suspension for failed payments, but cancelling requires contacting support rather than a simple online action.
Key findings
- Flat no-refund policy, including no pro rata refunds on termination
- Transaction Fees and Additional Fees are charged from time to time at Shopify's discretion
- Domain purchases are preset to auto-renew every year unless you turn it off
- You have only about two weeks to raise billing disputes on subscription fees
- 30 days advance notice is promised before any fee changes, which is a genuine protection
- Failed payments lead to suspension after 28 days and possible termination after 60 more days, and reactivation requires paying outstanding fees plus the next cycle
- If Shopify's count of your POS locations differs from yours, Shopify's count is deemed correct
Evidence from the document
Shopify does not provide refunds.
you will not be entitled to any refunds of any Fees, pro rata or otherwise
Transaction Fees and Additional Fees will be charged from time to time at Shopify's discretion.
Upon purchasing a domain name through Shopify, domain registration will be preset to automatically renew each year
We will provide you with 30 days advanced notice prior to any changes in Fees
Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
Recommendations
- Review invoices immediately each billing cycle, since the dispute window is about two weeks
- Turn off domain auto-renewal if you do not want automatic yearly charges
- Do not prepay for periods you might not use, because no refunds are given for any reason
- Keep a valid backup payment method on file to avoid suspension and the catch-up payment required to reactivate
Limitation of Liability
Risk allocation and legal protection
This is the most aggressive section of the agreement. Shopify excludes liability for all damages, expressly including direct damages and its own negligence, with no dollar cap that would preserve a remedy and no carve-out for gross misconduct. The services come as is with every warranty disclaimed, and separate clauses add zero liability for third-party services, POS data breaches, beta features, and service changes. Only the phrase limiting this to what applicable law permits keeps any remedy alive.
Key findings
- Liability is excluded for direct damages as well as indirect ones, which goes beyond the standard consequential-damages exclusion
- The exclusion expressly covers Shopify's own negligence
- No liability cap tied to fees paid, meaning no guaranteed remedy at all
- All warranties, express, implied, and statutory, are disclaimed and the services are provided as is
- Zero liability for third-party services, beta services, POS data transmission, and any modification or discontinuance of the services
- The only limit on these exclusions is the phrase to the extent permitted by applicable laws
Evidence from the document
Shopify and its suppliers will 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
(however arising, including negligence)
Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.
Shopify will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services
Recommendations
- Assume you cannot recover losses from Shopify outages or errors, and build downtime contingencies into your business plan
- Consider business interruption insurance if your revenue depends heavily on your store staying online
- Check whether your local consumer or business protection law overrides these exclusions, since the clause only survives to the extent law permits
- Vet third-party apps carefully, because Shopify accepts no responsibility for what they do to your data or store
Indemnification
Legal responsibility allocation
The indemnity is entirely one-way and very broad. You must cover Shopify, its parent, affiliates, partners, officers, employees, and suppliers, including their attorneys' fees, for claims arising from your breach, any violation of law, and any aspect of your transactions with customers, even merely alleged violations. A second indemnity covers anything arising from your use of third-party services. Shopify offers you no indemnity in return and there is no cap or defense procedure.
Key findings
- One-sided indemnity: you protect Shopify, Shopify does not protect you
- Covers any aspect of transactions with your customers, including refunds, fraud, and even alleged violations of law
- Includes Shopify's reasonable attorneys' fees
- A separate indemnity covers all claims arising from your use of any third-party service
- You are also liable for breaches by your affiliates, agents, and subcontractors as if they were your own
- No cap, no notice requirement, and no right for you to control the defense
Evidence from the document
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shopify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees
any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws
arising out of your use of a Third Party Service or your relationship with a Third Party Provider
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
Recommendations
- Carry commercial general liability and product liability insurance sized to your sales volume, since customer disputes flow to you with Shopify's legal costs attached
- Tighten your own store policies, disclosures, and consumer law compliance, because alleged violations alone can trigger the indemnity
- Put back-to-back terms in place with any subcontractors or agents who touch your store, since their breaches count as yours
Modification of Terms
How agreements can be changed
Shopify can change any part of the terms at any time in its sole and absolute discretion, and continued use counts as acceptance, with quitting as your only alternative. The partial saving grace is a real notice commitment: materially harmful changes come with reasonable advance notice by email or console, and fee changes get 30 days notice. However, Shopify keeps a broad carve-out to make immediately effective harmful changes for legal, security, or content reasons it defines itself, and incorporated third-party terms can change effective on posting.
Key findings
- Unilateral right to change any portion of the terms at any time in Shopify's sole and absolute discretion
- Reasonable advance notice is promised for changes that materially harm your use or rights, delivered by email or admin console
- Fee changes carry a firm 30-day advance notice commitment
- Immediate-effect changes are allowed for legal, regulatory, security, or fraud reasons, and to restrict products Shopify deems unsafe or offensive
- Continued use after notice or posting equals acceptance, and your only remedy is to stop using the services
- Third-party payment terms incorporated into the agreement can change effective on posting without Shopify notifying you
Evidence from the document
We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time.
We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services
Shopify may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect
Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes
Recommendations
- Keep your Primary Email Address monitored, since that is where change notices arrive
- When a change notice lands, act within the notice window, because staying on the platform locks in acceptance
- Archive a dated copy of the terms when you sign up so you can compare against later versions
Governing Law & Disputes
Jurisdiction and conflict resolution
The good news is what is missing: there is no forced arbitration clause and no class action waiver, so you keep your right to go to court and to join collective claims where the forum allows them. The bad news is where that court is. Depending on your billing address you must sue exclusively in Ontario, Singapore, or Ireland, under Ontario and Canadian law for North American merchants, which makes small disputes impractical for most small businesses. Disputes are resolved in English and Shopify can assign the contract freely while you cannot.
Key findings
- No mandatory arbitration and no class action waiver, which is better than most platform terms
- Exclusive jurisdiction clauses: Ontario courts for US and Canada merchants, Singapore for Asia Pacific, Irish courts for EMEA, Latin America, and others
- Governing law is Ontario and Canadian law, with the UN Convention on Contracts for the International Sale of Goods excluded
- No small claims court carve-out, so even tiny disputes formally belong in the designated foreign forum
- Disputes are resolved in English unless Shopify decides otherwise or law requires it
- Shopify may assign the terms without your consent, but you need Shopify's written permission to assign
Evidence from the document
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario
the courts of Singapore are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Terms of Service
The Terms of Service will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein
Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Shopify (acting in its sole discretion) or as required by applicable law.
Recommendations
- Budget for the cost of litigating in Ontario, Singapore, or Ireland before relying on legal action as a remedy
- Try billing disputes through support and your card issuer first, since court access is impractical for small amounts
- If you are outside Canada, check whether your local law gives you mandatory protections that override the choice of forum
Ex-TerCo provides automated analysis of legal documents for informational purposes. This is not legal advice. Terms can change at any time.