Shopify API License and Terms of Use

# Shopify API License and Terms of Use

## What we value
By using our API, you’re part of the Shopify platform. These are the values that we feel keep our platform strong.

These values aren’t legally binding. To get the complete picture of our legal requirements, read the Shopify API License and Terms of Use

### Respect our merchants
When you’re granted a Shopify API license, you get access to millions of merchants who might be looking for an app just like yours. You’ll still own your app, but Shopify owns the platform. As owners of the platform, we put reasonable limits on the use of the merchant data it allows you to access.

Only request the merchant data you need to provide your service, nothing more. Get merchants’ permission to do so, and follow our rules for deleting personal customer data. If your public app captures customer data via a Shopify online store or POS, sync it back to the merchant’s Shopify store, or let them do it manually.

You’ll also need your own privacy policy that describes how you handle merchant data.

### Build responsibly
Make sure your developer system meets internet security standards. Don’t do anything criminal, irresponsible or sketchy, or disrupt or overburden our systems. Use only your Shopify API credentials to access the API. Stay within the limits we set for API calls, and keep your app up to date with API changes. Use the API to develop and operate your app, not for anything else.

### Play by the rules
Don’t monitor the API for benchmarking purposes. Use Shopify Checkout for payments and don’t divert to any other web checkout or payment processing (unless you have our permission). Don’t build apps intended to move merchants off of Shopify, remove Shopify branding, or attempt to substantially reproduce our products or services.

Don’t use the API for any purpose other than providing an application to merchants or as otherwise permitted by these Terms. And if you’re not sure where you stand, reach out to us.

Keep reading to accept the full Shopify API License & Terms of Use.

Last updated on: October 7, 2026

Thank you for being a part of the Shopify Developer community.

By accessing or using the Shopify API, you agree to this Shopify API
License and Terms of Use (**“Terms”**) with Shopify Inc. and its
affiliates (**“we”**, **“our”**, **“us”** or **“Shopify”**). Please read these Terms
carefully, as they are a legally binding agreement. Shopify reserves
the right to update and change the Terms by posting updates and
changes here: shopify.com/legal/api-terms. If a
significant change is made, we will provide reasonable notice by
email, posting a notice on the Shopify Partner Blog, in the Partner
Dashboard or the Merchant Store Admin. We may update these Terms from
time to time, so please check back for any changes that may impact
you. In the event of any conflict or inconsistency between the Terms,
the Partner Program
Agreement or the Shopify
Terms of Service, the Terms will
govern to the extent necessary to resolve any such conflict or
inconsistency.

## 1. Definitions
**“Application”** or **“App”** means the software application, website,
interface, integration or any other means you use to access the Shopify API using
the API Credentials, including but not limited to a Custom Application or a Public Application.

**“API Client”** means the unique Application configuration (including API
Credentials) generated through the Partner Account.

**“API Credentials”** means the credentials that allow you to make authenticated
requests to the Shopify API.

**“Custom Application”** means an Application that accesses the Shopify API via an
API Client and is made available to a single Merchant.

**“Customer”** means any individual that visits or transacts via the Merchant Store.

**“Customer Data”** means information (including Personal Information)
relating to a Customer, including order
information, payment information, or account information.

**“Checkout Kit”** means the Shopify API (including mobile SDK libraries) that enable Developers to embed Shopify Checkout.

**“Dev Dashboard”** means the internal administrative page available at: https://dev.shopify.com/dashboard/ that allows Partners and Merchants to create and manage Applications and Developer Stores.

**“Developer”** means an individual or entity that develops, owns or
operates one or more Application(s) that accesses or uses the Shopify
API.

**“Developer Documentation”** means Shopify’s development requirements, guidelines, specifications and technical documentation set out at https://shopify.dev/docs, including all subordinate pages and linked resources, as may be updated from time to time.

**“Development Store”** means a store that is used for (a) testing purposes, or (b) for the development and transfer of a Merchant Store by a Partner to 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
Developer and the Merchant governing the Merchant’s use of the
Developer’s services, including, if applicable, the installation and
use of an Application.

**“Merchant Data”** means information (including Personal Information)
relating to a Merchant or Merchant Store, including business,
financial and product information and any Customer Data.

**“Merchant Store”** means the Merchant’s commerce presence hosted by
Shopify, including their online store and Point of Sale (POS). For
clarity, a Merchant may have more than one Merchant Store.

**“Merchant Store Admin”** means the password protected internal
administration page of the Merchant Store.

**“Partner”** means an individual or entity that has agreed to the terms
of the Shopify Partner Program Agreement (available at:
shopify.com/partners/terms, or other written
agreement with Shopify relating to access to the Shopify API or
participation in the Partner Program.

**“Partner Account”** means a Shopify Partner Program account.

**“Partner Dashboard”** means the internal administrative page available at: **partners.shopify.com/organizations** that allows Partners to manage their Partner Account, along with the Go-to-Market Tools surface and any other Shopify administrative page accessed via partners.shopify.com. For the purposes of this agreement, the Dev Dashboard is considered a part of the Partner Dashboard.

**“Partner Program”** means the resources made available by Shopify to
Partners. For the avoidance of doubt, the Partner Program includes the
Channel Program, Experts Marketplace Program and Tiered Partner Program,
to the extent that Partner is invited to participate in those programs.

**“Personal Information”** means any information relating to a natural
person who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, a phone number, an email
address, an identification number, location data, an online
identifier, or any other information specific to that natural person.

**“Platform Service Partner”** means a Developer that uses the Shopify API primarily to provide services or Applications to Shopify (“**Platform Services**”), rather than directly to Merchants.

**“Pop-Up Implementation”** means an implementation of Shopify Checkout where the payment interface opens in a separate browser window. Without limiting the foregoing, the following implementation types do not constitute a Pop-Up Implementation: any implementation that is surfaced through (i) an in-line frame HTML element (even if served from a different domain), (ii) a JavaScript SDK, or (iii) a direct API integration.

**“Public Application”** means an Application that accesses the Shopify API via an API Client and that is made available either via a URL or through the Shopify App Store or Shop App (defined in the Partner Program Agreement), and that is not a Custom Application.

**“Private API Credentials”** means the API Credentials generated through
the Merchant Store Admin that provide access via the Shopify API to
the specific Merchant Store to which such credentials relate.

**“Sensitive Personal Information“** means Personal Information that can
reveal racial or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, genetic data, sexual
orientation or sex life. Sensitive Personal Information also includes
biometric data that can uniquely identify a natural person, payment
information (including payment card or bank account numbers), and
government identifiers that uniquely identify a natural person such as a
social insurance number or passport number.

**“Service”** means the Shopify hosted commerce platform available via
www.shopify.com and any associated websites, products or services offered
by Shopify.

**“Shopify API(s)”** means all software, including routines, data
structures, object classes, protocols, programs, templates, libraries
and interfaces, application programming interfaces (APIs), software
development kits (SDKs), developer tools, Model Context Protocol (MCP) servers, technical documentation,
Updates and other related materials, whether tangible or intangible,
in whatever form or medium that are made available by Shopify at
https://developers.shopify.com or as
otherwise provided to you.

**“Shopify App Store”** is where Merchants can view and install Apps on
their Merchant Store, and is available through apps.shopify.com.

**“Shopify Checkout"** means Shopify’s checkout experience that allows
Customers to enter their shipping information and payment details after
adding item(s) to their cart and before placing an order. For clarity,
Shopify Checkout includes Shopify’s accelerated checkout (“Shop Pay”) and checkouts that occur through the Shopify
Checkout API.

**“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. and any Shopify Related Entities, whether
registered or unregistered, including the word mark SHOPIFY and the “S”
and shopping bag design.

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

## 2. Using the Shopify API

- **Access to the Shopify API.**

You may not use the Shopify API and may not accept the Terms if (a)
you are not of legal age to form a binding contract with Shopify, or
(b) you are a person barred from using or receiving the Shopify API
under the applicable laws of the United States or the country in which
you are resident or from which you use the Shopify API.

- If you are accessing or using the Shopify API on behalf of an entity,
you represent and warrant that you have the authority to bind that
entity to the Terms and by accepting the Terms, you are doing so on
behalf of that entity (and all references to “you” in the Terms refer
to that entity).

- Except in the case of Private API Credentials or unauthenticated Checkout Kit access, in order to access and
use the Shopify API, Developer must obtain an API Client by
registering for a Partner Account and agreeing to and complying with
the terms and conditions of the Partner Program Agreement
shopify.com/partners/terms or other written
agreement with Shopify relating to Developer’s access to and use of
the Shopify API and participation in the Partner Program.

- If you are accessing and using the Shopify API by Private API
Credentials, you may only do so with the express authorization of the
account owner for the applicable Merchant Store, and only for the
purposes of providing your Application’s service to the Merchant to
whom the Private API Credentials relate.

- Except as permitted herein, (A) you must keep the API Credentials and
all login information for your Shopify Account and Partner Account
secure, (B) you may not share the API Credentials with any third
party other than a third party that is a service provider acting on your behalf, and (C) you will not access the Shopify API by any means other
than the API Credentials you receive in accordance with Section 2.1.3
or 2.1.4 above. API Credentials are the exclusive property of Shopify,
and your access to and use of API Credentials is in Shopify’s sole
discretion.

- You are not permitted to use a service provider in connection with
providing your Application’s service unless they sign an agreement
with you to (A) protect any Merchant Data received from Shopify (that
is at least as protective as Shopify’s terms and policies), (B) limit
their use of Merchant Data solely for the purpose of providing their
services to your Application (and not for their own purpose or any
other purpose), and (C) keep the Merchant Data secure and
confidential. You must ensure that any service provider complies with
these Terms and any other applicable Shopify terms and policies, and
you acknowledge and agree that any act or omission by a service
provider amounting to a breach of these Terms will be deemed to be a
breach by you. If requested, you will provide a list of your service
providers to Shopify or the Merchant.

- Access to certain Shopify APIs may require Shopify’s prior written approval, and/or a separate written
agreement between Developer and Shopify.

- **API License.** Subject to the Terms, Shopify grants you a worldwide,
non-exclusive, royalty-free, non-transferable, non-sublicensable,
revocable and limited license to use and make calls to the Shopify API
solely in connection with developing, implementing and distributing
your Application that interoperates or integrates with the Service,
and solely in the manner described in the Terms and in the Developer Documentation, including the technical
documentation contained in the Shopify API.

- **API Restrictions.** When using the Shopify API, you will (and will
ensure that your employees, agents and service providers will):

only use the Shopify API (including SDKs) to develop and distribute
Applications or content for your use or a Merchant’s or Shopify's use with the
Services;

- restrict disclosure of the API Credentials, or any part
thereof, to your agents, employees, or services providers, who must
require access to use, maintain, implement, correct or update your
Application in accordance with the Terms, and who are subject to
confidentiality obligations at least as protective as those
contained herein;

- not distribute, sell, lease, rent, lend, transfer,
assign or sublicense any rights granted by the Terms to any third
party;

- 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;

- not remove or destroy any copyright notices,
proprietary markings or confidentiality notices placed upon, contained
within or associated with the Shopify API;

- not engage in any activity
that interferes with, disrupts, harms, damages, or accesses in an
unauthorized manner the servers, security, networks, data,
applications or other properties or services of Shopify or any third
party. For the avoidance of doubt, interference with any Service feature used in connection with Shopify Checkout without Shopify's express written authorization is prohibited;

- not circumvent technological measures or access authorization requirements intended to prevent
or restrict database access, or manufacture tools or products to that
effect;

- not modify, translate, reverse engineer, disassemble,
reconstruct, decompile, copy, scrape, mine, or create derivative works of the
Shopify API, Merchant Data, any Merchant Store, the Services, or any
aspect or portion thereof, except as authorized by Shopify in writing or to the extent that this restriction is expressly prohibited by applicable law;

- not bypass Shopify API
restrictions for any reason, including automating
administrative functions of the Merchant Store Admin;

- not, except as
authorized by Shopify in writing, use Shopify Confidential Information or access to the Shopify API to substantially replicate products or
services offered by Shopify or any Shopify Related Entity, including
the Shopify API and Services. Subject to the preceding sentence
and the parties’ other rights and obligations under the Terms
(including confidentiality obligations and any
restrictions on use of Merchant Data), each party agrees that the
other party may develop and publish applications that are similar to
or otherwise compete with such party’s applications;

- not develop
Applications that excessively burden the Shopify system, distribute
spyware, adware or other commonly objectionable programs;

- not develop
an Application whose primary purpose is to migrate Merchants off of
Shopify;

- not access or use the Shopify API to develop or distribute
the Application in any way in furtherance of criminal, fraudulent, or
other unlawful activity, or otherwise to violate the Shopify Acceptable
Use Policy;

- not use the Shopify API to conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting) or to build any commerce or product index, and, in any event, not request more than
the minimum amount of data from a Shopify API needed by your
Application to provide the intended Application
functionality, or any data outside any permissions granted by the
Merchant or Shopify;

- not falsify or alter any unique identifier in, or assigned
to your Application, or otherwise obscure or alter the source of
queries coming from an Application;

- not include code in any
Application which performs any operations not related to the services
provided by, or the development, maintenance, operation or distribution of, the Application, whether or not Developer has obtained
Merchant consent to do so, and whether or not the Application obtains
consent from the end user to do so. For the avoidance of doubt, this
prohibited activity includes embedding or incorporating code into any
Application which utilizes the resources (including CPU resources) of
another computer, including for the purposes of cryptocurrency mining;

- automatically sync to the Merchant Store Admin the Customer Data set out
in the guidelines here: https://shopify.dev/docs/apps/build/compliance/api-terms-compliance (the "**API Compliance Guidelines**") that is collected by the Application on the Merchant Store, along with any
updates to such data made by the Application on behalf of the Merchant
(collectively, the "**Applicable Customer Data**").
If a Partner is
unable to sync Applicable Customer Data to the Merchant Store Admin using
the Shopify APIs Customer resource, the Partner will meet this requirement
by providing functionality that enables the Merchant to manually sync their
Customer Data with the Merchant Store Admin;

In all cases, the types of Customer Data listed in the API Compliance Guidelines only apply to data
collected or updated by the App on behalf of Merchants with respect to
individuals who visit or process a transaction on the merchant’s online
store and POS.

This requirement (a) only applies to Public Applications, (b) applies to
all Applicable Customer Data collected by the Public Application from the
date that it is installed by the Merchant, and (c) does not apply to
Sensitive Personal Information relating to Customers;

- not, except with Shopify’s express written authorization, (i) use an alternative to Shopify Checkout for checkout or
payment processing for Shopify Merchants, or register any transactions through the Shopify API in connection with such activity, or (ii) use Shopify Checkout in any manner other than a Pop-up Implementation;

- not, except with Shopify’s prior written consent, develop or distribute any Application that has as its primary purpose the transfer, sharing, selling, disclosing or otherwise providing of Merchant Data to any third party. In addition, any such third party must be bound by these Terms or another written agreement acceptable to Shopify addressing the use of Merchant Data. For the purposes of this section, the "primary purpose" of the Application shall be determined by Shopify in its sole discretion;

- not make Custom Applications available to or for use by more than one Merchant. For the avoidance of doubt, this means that Custom Applications may not be installed by more than one Merchant. For clarity, a Merchant may have more than one Merchant Store. In the event of any breach of this provision, and in addition to all other rights and remedies available to Shopify under these Terms and under applicable law, Shopify will have the right to: (a) take any action it deems necessary including but not limited to immediately terminating some or all Developer's rights under these Terms, and (b) determine, in its sole discretion, that the Application is deemed to be a Public Application and subject to both these Terms and the Partner Program Agreement available at https://www.shopify.com/partners/terms;

- integrate with Shopify's Consent Tracking API (also referred to as the "Customer Privacy API") or, when using Checkout Kit, collect and pass end user consent through the designated Storefront API directive when interacting with the cart;

- automatically sync to the Merchant Store Admin the available Order Data set out in the API Compliance Guidelines here: https://shopify.dev/docs/apps/build/compliance/api-terms-compliance, along with any updates to such data made by the Application on behalf of the Merchant (collectively, the **"Applicable Order Data"**). If a Partner is unable to automatically sync Applicable Order Data to the Merchant Admin using the Shopify APIs, the Partner will meet this requirement by providing functionality that enables the Merchant to manually sync their Order Data with the Merchant Admin.

In all cases, the types of Order Data listed in the API Compliance Guidelines apply to data collected or updated by the App on behalf of Merchants (including where data is transferred through the App to Partner or a third party to facilitate an order in accordance with these Terms), with respect to Order Data that originates from the Merchant's online store and POS or a Merchant's product listing on a third party platform.

Additionally, this requirement (a) only applies to Public Applications, (b) applies to all Applicable Order Data collected by the Public Application from the date that it is installed by the Merchant, and (c) does not apply to Sensitive Personal Information relating to Customers;

- when using Checkout Kit, only receive Merchant Data, including checkout event data, if you (a) have an active Partner Account, (b) have authenticated your usage with Shopify, and (c) either have an App that is installed by the given Merchant or prior written consent from Shopify;

- not use any information derived from the Shopify API, Merchant Data, any Merchant Store, the Services, or any aspect or portion thereof (including any anonymous, aggregate, or derived forms of data), to: (i) create, develop, train, fine tune, or improve any machine learning or artificial intelligence systems, models, or technologies, including large language models; or (ii) reproduce substantial portions of a source’s product pages, catalogs or content feeds beyond limited previews used for product discovery, or route purchases through a checkout not authorized by Shopify or the relevant merchant, except with: (a) Shopify's prior written consent, or (b) solely with respect to Merchant Data or a specific Merchant Store, the relevant Merchant's consent.

- **API Limits.** Shopify may set and enforce limits on your use of the Shopify API (limiting the number of requests that you may make or the number of Merchants you may serve), in our sole discretion. You agree to, and will not attempt to circumvent such limitations, including those documented at https://shopify.dev/api/usage/rate-limits. If you would like to use any Shopify API beyond these limits, you must obtain Shopify's express written consent (and Shopify may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact us via the Partner Dashboard.

- **Open Source Software.** To the extent some of the software packages, libraries, or components required by or included in the Shopify API are or may become licensed under an open source software license (**"Open Source Components"**), the Open Source Components are not subject to any license or other terms that, when used as expressly permitted in these Terms, would require any Developer software or documentation incorporating, used with, or distributed with the Shopify API to be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or be redistributable at no charge.

- **Feedback.** If you provide any feedback (including identifying potential errors and improvements) to Shopify concerning the Shopify API or any aspects of the Service (**"Feedback"**), you hereby assign to Shopify all right, title, and interest in and to the Feedback, and Shopify is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Shopify API or the Service and to create other products and services. Shopify will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.

- **Platform Service Partners.** Platform Service Partners may require a separate written agreement between Developer and Shopify, which may include different terms, service levels, and compliance requirements. You grant Shopify a worldwide, non-exclusive, royalty-free license to use, reproduce, and distribute any deliverables provided to Shopify in connection with Platform Services. You represent and warrant that you have all necessary rights to provide any deliverables to Shopify, and that you have the authority to grant the foregoing license.

- **Shop Functionality.**

**“Shop Functionality”** means Shop and Shop Pay features made available through the Shopify API. For those features, **“Developer”** includes any individual or entity accessing or using them, whether or not through an Application.

- **“Shop User Data”** means information about Shop or Shop Pay users that Shopify makes available through Shop Functionality, including information derived from it. You may use or disclose Shop User Data only as agreed by the user to whom that Shop User Data relates and in compliance with applicable law. For purposes of Section 6.1.1, Shopify authorizes access to Shop User Data through Shop Functionality as permitted by this Section. For clarity: (i) Sections 6.1.2 and 6.1.3 of these Terms do not require a Merchant Agreement or Merchant-facing documents if you solely use Shop Functionality; and (ii) Sections 6.1.1, 6.2.1 and 6.2.6 of these Terms do not prohibit access to or use of Shop User Data, or communications with users, necessary for your permitted use of Shop Functionality.

- When using Shop Functionality for payments, you must comply with the transaction and exposure limits set by the user. You must use payment credentials only within the scope, validity period and usage limits specified by Shopify in the Developer Documentation, or otherwise communicated by Shopify. You must: (i) comply, and ensure service providers involved in those payments comply, with card-network rules and payment-card security standards applicable to your or their activities; and (ii) ensure that purchases you initiate or facilitate through the Shop Functionality comply with applicable law.

## 3. Changes to the Shopify API

- **Updates.** Shopify reserves the right to require Developer to install or
update any and all software to continue using the Shopify API and the
Service. You acknowledge that Shopify may make Updates to the Shopify
API from time to time, and at its sole discretion. You must implement
and use the most current version of the Shopify API and make any
changes to your Application that are required as a result of such
Update, at your sole cost and expense. Updates may adversely affect
the manner in which your Application accesses or communicates with the
Shopify API. Your continued access or use of the Shopify API following
an update or modification will constitute binding acceptance of the
Update.

- **Access and Use.** We may change or discontinue the availability of some
or all of the Shopify API at any time for any reason with or without
notice. Such changes may include removal of features, or the
requirements of fees for previously free features. We may also impose
limits on certain features and services or restrict your access to
some or all of the Shopify API. Your continued use of the Shopify API
following a subsequent release will be deemed your acceptance of
modifications.

- **Beta Services.** From time to time, Shopify may, in its sole discretion,
invite you to use, on a trial basis, pre-release or beta features that
are in development and not yet available to the public (**“Beta
Services”**). Beta Services may be subject to additional terms and
conditions, which Shopify will provide to you prior to your use of the
Beta Services. Such Beta Services and all associated conversations and
materials relating thereto will be considered Confidential Information
of Shopify and subject to the confidentiality provisions in these
Terms. Shopify makes no representations or warranties that the Beta
Services will function. Shopify may discontinue the Beta Services at
any time in its sole discretion. Shopify will have no liability for
any harm or damage arising out of or in connection with a Beta
Service. The Beta Services may not work in the same way as a final
version. Shopify may change or not release a final or commercial
version of a Beta Service in our sole discretion.

## 4. Proprietary Rights

- The Service, the Shopify API, and all software,
documentation, information, 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 or Shopify Related Entities or
otherwise related to the Service, together with all copyrights,
trademarks, patents, trade secrets and any other proprietary rights
inherent therein and related thereto (collectively, **“Shopify
Property”**) will 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 the Terms, or
otherwise, and vests in Developer, Developer hereby transfers and
assigns to Shopify, upon the creation thereof, all rights, title and
interest Developer may have in and to such Shopify Property (and
waives any and all moral rights, as applicable), including the right
to sue and recover for past, present and future violations thereof.

- 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.

- Shopify does not acquire ownership in your Application, and by using
the Shopify API, you do not acquire ownership of any rights in the
Shopify APIs or the content that is accessed through the Shopify APIs.

## 5. Shopify Trademarks
Shopify hereby grants to Developer a limited, revocable, non-exclusive,
non-sublicensable and non-transferable license during the term
to display the Shopify Trademarks for the
sole purpose of notifying Merchants that the Application is compatible
with the Service. Developer acknowledges and agrees that: (i) it will
use Shopify’s Trademarks only as permitted hereunder; (ii) it will use
the Shopify Trademarks in a lawful manner and in strict compliance
with **Shopify’s Trademark guidelines** and all format(s), guidelines, standards and other requirements
prescribed by Shopify in writing from time to time, including
brand assets accessible from the Partner Program website
and the Shopify brand
guidelines; (iii) the Shopify
Trademarks are and shall remain the sole property of Shopify; (iv)
nothing in these Terms shall confer on Developer any right of
ownership in the Shopify Trademarks and all use thereof by Developer
shall inure to the benefit of Shopify; (v) Developer shall not, now or
in the future, apply for or contest the validity of any Shopify
Trademarks; and (vi) Developer shall not, now or in the future, apply
for or use any term or mark confusingly similar to any Shopify
Trademarks.

## 6. Merchant Agreement, Privacy and Data Security

- Merchant Agreement and Privacy Policy

Prior to Developer accessing a Merchant Store or any Merchant Data,
the Merchant must grant Developer access (A) through a consent screen
provided by Shopify at the time the Application is installed by a
Merchant, or (B) to the Merchant’s Private API Credentials. Any other
access to or use of a Merchant Store or Merchant Data by Developer, except as expressly authorized by Shopify, is
strictly prohibited and is a violation of the Terms.

- In connection with any Public Application or Custom Application, Developer will have in place and will present the Merchant with a
Merchant Agreement that contains provisions at least as protective of
Shopify as those in these Terms. Developer must inform Merchants in
the Merchant Agreement that: (i) Developer is solely responsible for
the Application; (ii) Shopify is not liable for any fault in the
Application 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; and (iv)
Developer is solely responsible for any liability which may arise from
a Merchant’s access to or use of the Application, including: (A) the
development, use, marketing or distribution of or access to the
Application, including support of the Application; or (B) Developer’s access, use, distribution or storage of Merchant Data. Effective January 1, 2025, Developer will not include any of the following in the Merchant Agreement: (i) an exclusivity commitment by the Merchant that lasts beyond the term of the Merchant Agreement; (ii) a prohibition on the development of competitive products or services by the Merchant (including related marketing, distribution and other activities), except to the extent such activities involve the unauthorized use of Developer’s Confidential Information; and (iii) a restriction on the Merchant's ability to freely conduct its business or engage in business with certain customers, clients, or employees.

- In connection with any Public Application or Custom Application, 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 as required 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 and Developer Privacy Policy will describe in
sufficient detail (i) the services to be provided by the Developer’s
Application, (ii) the Merchant Data that will be accessed by the
Application in order to provide such services, (iii) how the Merchant
Data will be used and transferred to third parties, if applicable, and
(iv) the Developer’s contact information. Developer will respond
reasonably promptly to any questions regarding its privacy practices.

- If you access Merchant Data, you will (and will ensure that your
employees, agents and service providers will):

not use, access, store, or make copies of the Merchant Data or any
other data relating to a Merchant, Merchant Store or Customers that
Developer receives via the Application or the Shopify API except as
necessary to provide the Application services to the Merchant to whom
the Merchant Data relates and as described in the applicable Merchant
Agreement or Developer Privacy Policy, and only within the limits and
for the purposes as specified by the Merchant, or, in the case of Platform Services, by Shopify;

- not share, sell,
disclose or otherwise provide such information to any third party,
except as provided for in the Terms;

- except where prohibited or varied
by applicable law, delete all originals, copies and reproductions of
the Merchant Data within 30 days when (A) the Merchant uninstalls the
Application, (B) it is no longer required to provide the services
of your Application to the Merchant to whom the Merchant Data relates,
as may be described in the applicable Merchant Agreement or Developer
Privacy Policy, (C) it is no longer required to provide the Platform Services, or (D) you receive an enforceable request to delete
data from a Merchant, a Customer or Shopify. If you are unable to
comply with this Section 6.2.3 you will promptly notify Shopify;

- provide the Merchant (or where required by applicable law, the
Customer) with access to a structured, commonly used, and machine
readable copy of any Personal Information that you have that relates
to such Merchant or Customer from whom you receive the request, and
provide them with an opportunity to correct this information;

- not use information from Merchants or Customers for competitive benchmarking;

- not communicate with Customers directly or indirectly, provided
however that Developer may contact Customers if the information is
obtained from another source, such as from the Customers themselves,
or if Developer has obtained consent to do so in the Merchant
Agreement;

- ensure that you have obtained effective consent from the
applicable individual, to the extent such consent is legally required,
before you provide Shopify with information that you independently
collected from them;

- not directly or indirectly transfer any data you
receive from Shopify (including anonymous, aggregate or derived data)
to any third party or any other Application you may own, except as
necessary to provide your Application's services or if expressly
authorized by the Merchant or Shopify;

- not put Merchant Data or any other data
you receive from Shopify in a search engine or directory or web-crawling list, or include
web search functionality on Shopify, except as necessary to provide
your Application's services;

- notify Shopify of any actual or suspected breach or compromise of
Merchant Data (a **“Data Breach”**) immediately upon, but no later
than twenty-four (24) hours of, becoming aware of such occurrence,
by reporting an issue to Shopify Support via email at
https://help.shopify.com/questions/partners.
Upon learning of the Data Breach, at your own cost, you 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, the
Shopify Related Entities, Merchants or Customers; and (D) promptly
answer questions from Shopify relating to the Data Breach, regularly
communicate the progress of your investigation to Shopify and
cooperate to provide Shopify with any additional requested information
in a timely manner.

- Regulatory Compliance

You will, and will ensure that your employees, agents and service
providers will, comply with all applicable local, state, provincial,
national or international laws or regulations, and policies of
regulatory bodies or agencies, including: (i) the
European Union General Data Protection Regulation (Regulation
2016/679); (ii) the ePrivacy Directive (Directive 2002/58/EC) or any
local or European law implementing or replacing the same; (iii) the
Canadian Personal Information Protection and Electronic Documents Act
(S.C. 2000, c. 5); (iv) the Federal Trade Commission Act of 1914 (15
U.S.C. § 43); and (v) the Children’s Online Privacy Protection Act (15
U.S.C. § 6501-6505) or any regulations implemented pursuant thereto.

- You will only use the approved pixels, tags, or other forms of
tracking technologies made available by Shopify in the Partner
Account on the listing page for your Application in the Shopify App
Store.

## 7. Security

- YOU AGREE THAT SHOPIFY MAY MONITOR USE OF THE SHOPIFY API TO ENSURE
QUALITY, IMPROVE SHOPIFY PRODUCTS AND SERVICES, AND VERIFY YOUR
COMPLIANCE WITH THE TERMS. This monitoring may include Shopify
accessing and using your Application, for example to identify security
issues that could affect Shopify or Merchants. You will not interfere
with this monitoring. Shopify may use any technical means to overcome
such interference. Shopify may suspend access to the Shopify API by
you or your Application without notice if we reasonably believe that
you are in violation of the Terms.

- Your Application will be installed and run on your server or another
server, but will not be run on Shopify’s servers. Your networks,
operating system and software of your web servers, routers, databases,
and computer systems (collectively, **“Developer System”**) must be
properly configured to Internet industry standards so as to securely
operate your Application and protect against unauthorized access to,
disclosure or use of any information you receive from Shopify,
including Merchant Data. If you do not completely
control some aspect of the Developer System, you will use all
influence that you have over the Developer System to do so. You must
diligently correct any security deficiency, and immediately disconnect
any known or suspected intrusions or intruders.

## 8. Audit
Shopify shall have the right to audit, or to appoint an independent auditor
under appropriate non-disclosure conditions to audit Developer’s App,
systems and records to confirm Developer’s compliance with the Terms,
including without limitation Developer’s compliance with Shopify’s
requests and requests from Merchants or Customers, as applicable, to delete
Merchant Data obtained through the Shopify API or otherwise through our
Services. If requested, you must provide us with proof that your Application
complies with these Terms.

## 9. Disclaimer of Warranties
The Service and the Shopify API (and any information derived therefrom) are provided “as-is”. Shopify makes no
warranties hereunder, and Shopify expressly disclaims all warranties,
express or implied, including warranties of
non-infringement, merchantability and fitness for a particular
purpose. Without limiting the foregoing, Shopify further disclaims all
representations and warranties, express or implied, that the Service
or the Shopify API (and any information derived therefrom) satisfies all of your or a Merchant’s requirements
or will be uninterrupted, error-free or free from harmful components.

## 10. Limitation of Liability

- Shopify shall have no liability with respect to the Terms, the Shopify
API, the Services or otherwise for any direct, indirect, incidental,
special, consequential, or exemplary damages, including
damages for losses of profits, goodwill, use, data or
other intangible losses resulting in any way from the Terms, the
Services or the Shopify API, even if Shopify has been advised of the
possibility of such damages. In any event, Shopify’s liability to you
under the Terms for any reason will be limited to $100 USD. This
limitation applies to all causes of action in the aggregate,
including breach of contract, breach of warranty,
negligence, strict liability, misrepresentations, and other torts.

- The relationship between a Merchant and a Developer is strictly
between the Merchant and the Developer, and Shopify is not obligated
to intervene in any dispute arising between the Merchant and the
Developer. Under no circumstances shall Shopify be liable for any
direct, indirect, incidental, special, consequential, punitive,
extraordinary, exemplary or other damages whatsoever, that result from
or relate to the Developer’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.

## 11. Indemnification

- You agree 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, **“Claim(s)”**), to the extent that such
Claim is based upon or arises out of: (a) your breach of any
representation, warranty, obligation or covenant under the Terms; (b)
your gross negligence or wilful misconduct; (c) any warranty,
condition, representation, indemnity or guarantee relating to Shopify
and Shopify Related Entities granted by you to any Merchant or other
third party; (d) your access to or use of the Shopify API; (e) your
breach of a Merchant Agreement; (f) any third party claim that your
products or services, including any Application,
infringes the intellectual property or other rights of a third party;
(g) the performance, non-performance or improper performance of the
your products or services, including any
Application; (h) your relationship with any Merchant; and (i) a Data
Breach.

- In claiming any indemnification hereunder, the Indemnified Party shall
promptly provide Developer with written notice of any Claim which the
Indemnified Party believes falls within the scope of the
indemnifications provided under the Terms. The Indemnified Party may,
at its own expense, assist in the defense if it so chooses, provided
that Developer shall control such defense and all negotiations
relative to the settlement of any such Claim and further provided that
in settling any Claim the Developer 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.

- In the event of any breach or threatened breach by Developer of any
provision of Sections 2 (Using the Shopify API), 4 (Proprietary
Rights), 6 (Privacy and Data Security), 7 (Security) or 12
(Confidentiality), in addition to all other rights and remedies
available to Shopify under the Terms 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 Developer’s rights under these
Terms, (c) receive a prompt refund of any amounts paid to Developer
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 11.

## 12. Confidentiality

- The parties acknowledge that a party (the **“Receiving Party”**) may
receive confidential or proprietary information relating to the other
party (the **“Disclosing Party”**) which is either identified as
confidential at the time of disclosure, or should reasonably be
recognized by the Receiving Party as confidential under the
circumstances, whether or not marked as confidential or proprietary
(collectively, **"Confidential Information"**). For the avoidance of
doubt, the Shopify API and API Credentials are deemed to be Shopify’s
Confidential Information. Confidential Information shall not include
any information that the Receiving Party can establish: (a) was
generally available to the public (or becomes so) without the fault or
negligence of the Receiving Party, (b) was known by or in the
possession of the Receiving Party before receipt from the Disclosing
Party; (c) is independently developed by the Receiving Party without
use of or reference to the Disclosing Party’s Confidential
Information, and without breaching any provisions of the Terms; or (d)
is rightly obtained by the Receiving Party from a third party without
a duty of confidentiality.

- A Receiving Party will use Confidential Information solely as
necessary to perform its obligations under the Terms and in accordance
with any other obligations in the Terms including this Section 12. A
Receiving Party agrees that it shall take all reasonable steps, at
least substantially equivalent to the steps it takes to protect its
own proprietary information, but in any event no less than reasonable
care, to prevent the duplication, disclosure or use of any such
Confidential Information, other than (a) by or to its employees,
agents and service providers who, in each case, must have access to
such Confidential Information to perform the Receiving Party’s
obligations under the Terms and who are each subject to obligations of
confidentiality that are at least as stringent as those contained in
the Terms or (b) as required by any law, regulation, or order of any
court of proper jurisdiction over the parties and the subject matter
contained in the Terms, 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. To the extent legally permitted,
the Receiving Party will consult and cooperate with the Disclosing
Party to obtain a protective order or other reliable assurance that
confidential treatment will be accorded the Confidential Information
and will otherwise only disclose that portion of the Confidential
Information that is required to be disclosed. The Receiving Party is
liable for its affiliates’, employees’, service providers’ and agents’
compliance with the terms of this Section 12. Upon request, all copies
and excerpts of Confidential Information will be securely erased or
destroyed, except any archived copies, which will remain subject to
these confidentiality provisions.

## 13. Termination

- **Termination.** 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 your right to use the Shopify API if
you breach the Terms or any documents incorporated by reference in the
Terms (including the Acceptable Use Policy). Termination or suspension
of Developer’s access to the Shopify API may negatively affect
Merchants who use Developer’s Application, and Developer is
responsible to ensure that all Merchants who access or use Developer’s
Application are aware of this risk.

- **Consequences of Termination**. Upon termination of the Terms:
(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 Confidential Information); (b) Developer shall
immediately cease displaying any Shopify Trademarks on any website or
otherwise; and (c) all rights granted to Developer hereunder will
immediately cease, including the right of Developer
to access and use the Shopify API.

## 14. General

- **Independent Contractors**.
The parties to the Terms 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. The Terms 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.

- **Non-Exclusivity**.
Nothing in the Terms is intended to create, nor shall it be construed
as creating, any exclusive arrangement between the parties to the
Terms. The Terms shall not restrict either party from entering
into similar arrangements with others, provided it does not breach its
obligations under the Terms by doing so, including
any confidentiality obligations.

- **Notice**.
Any notice, approval, request, authorization, direction or other
communication under the Terms 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 Developer’s
email address listed in the Partner Account or as specified in the
Merchant Store Admin, 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 151 O’Connor
Street, Ground floor, Ottawa, Ontario, Canada K2P 2L8, Attention: Legal
Department.

- **No Waiver**.
The failure of either party to insist upon or enforce strict
performance by the other party of any provision of the Terms or to
exercise any right under the Terms 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.

- **Entire Agreement**.
These Terms, including all
guidelines and other documents linked or otherwise incorporated or
referenced 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 any prior
version of the Terms).

- **Assignment**.
All the terms and provisions of the Terms shall be binding upon and
inure to the benefit of the parties to the Terms and to their
respective heirs, successors, permitted assigns and legal
representatives. Shopify shall be permitted to assign these Terms
without notice to or consent from Developer. Developer shall have no
right to assign or otherwise transfer the Terms, 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.

- **Applicable Laws**.
The Terms 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.

- **Patent Non-Assertion**.
Developer and its affiliates covenant not to assert patent
infringement Claims against Shopify, Shopify Related Entities, or
Shopify products and services including the Shopify API.

- **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 Developer’s products
or services, including any Application, regardless
of their similarity to Developer’s products or services, provided that
Shopify does not use Developer’s Confidential Information in so doing.

- **Surviving Provisions**.
This Section 14.10 and the following articles shall survive any
termination or expiration of the Terms: Section 1 (Definitions),
Section 4 (Proprietary Rights), Section 6 (Privacy and Data Security),
Section 8 (Audit Rights), Section 9 (Disclaimer of Warranties),
Section 10 (Limitation of Liability), Section 11 (Indemnification),
Section 12 (Confidentiality) and Section 14 (General). In addition,
any provisions of the Terms that by their nature are intended to
survive, will survive termination.

Shopify Inc.

151 O’Connor Street, Ground floor

Ottawa, ON K2P 2L8

Canada