Last updated: July 26, 2023

Shopify Inc. 151 O’Connor Street, Ground floor Ottawa, ON K2P 2L8 Canada

1. Overview:

   The following terms (“Terms”) describe the terms and conditions applicable to your access to and use of the Shopify Marketplace Connect application, services (previously known as “Codisto”) and any associated software and products (collectively referred to as the “Service”). The Service provides integration functionality between your store and certain third party marketplaces (each, a “Marketplace”). This document is a legally binding agreement between the merchant using the Service (“you”, “your” or “Merchant”) and Shopify Inc. and its affiliates (“we”, “our”, “us” or “Shopify”).

   You must read, agree with and accept all of the terms and conditions contained and incorporated by reference in these Terms, including our Privacy Policy, Acceptable Use Policy, and Terms of Service if you are a Shopify merchant (collectively, the “Shopify Terms”) before you may access or use the Service.

   You acknowledge and agree that we may amend these Terms at any time by posting the relevant amended and restated Terms at https://codisto.com/termsandconditions and such amendments to the Terms are effective as of the date of posting. Your continued use of the Service after the amended Terms posted constitutes your agreement to, and acceptance of, the amended Terms.

2. Use of the service:
   1. Your usage rights: During the Term, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service in accordance with these Terms. Use of the Service is limited to the users (including, where applicable, those of your affiliates) for whom you enable accounts (“Users”), and you are responsible for all Users and their compliance with these Terms and their access to, and use of, the Service
   2. Accounts: Your registration and account information for the Service must be accurate, complete and kept up-to-date. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify us immediately if you discover any unauthorized use of your accounts or login credentials. We may access you account from time to time to provide support related to the Services
   3. Restrictions: You may not:
      1. use the Service for any illegal or unauthorized purpose;
      2. use the Service in violation of these Terms and any applicable Marketplace terms of service, guidelines and privacy policies (collectively, “Marketplace Terms);
      3. reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without our express written permission;
      4. infringe upon or violate our intellectual property rights or the intellectual property rights of others;
      5. upload to, or transmit from, the Service any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
      6. use the Service to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
      7. use the Service to submit false or misleading information; or
      8. access the Service in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Service.
   4. Your Content andd Obligations:
      1. You retain all rights, title and interest in and to the product listings, content, images, and material you upload to the Marketplaces via the Service (“Content”). You grant us a non-exclusive, worldwide, royalty-free to the Content to provide you with the Service.
      2. You agree: (a) that you are solely responsible for the Content; (b) to obtain all necessary rights and consents required by applicable law to upload the Content to the Marketplaces via the Service; and (c) that your Content and our use hereunder, will not violate any applicable laws or third party rights, including intellectual property, privacy or publicity rights.
      3. You agree not to upload to the Service any information or data that is: (i) subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation; or (ii) in contravention of the Shopify Terms or Marketplace Terms (“Prohibited Information”).
      4. We may generate aggregated statistical and analytical data derived from your use of the Service (“Aggregate Data”). You agree that we may use such Aggregate Data in accordance with the Shopify Terms.
3. Our Rights
   • We reserve the right to modify, including, but not limited to, adding or removing features, discontinue or terminate the Service or any part thereof, or terminate your access to the Service, for any reason without notice at any time. If we are advised of any suspected or actual violation of these Terms or any of the Marketplace Terms, we may, in our sole and absolute discretion, terminate your access to the Service. For the avoidance of doubt, Shopify is not responsible for monitoring, enforcing or ensuring your compliance with these Terms or the Marketplace Terms.We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Service or any part thereof, or the revocation of your access to the Service.
   • A breach or violation of any provision of these Terms, as determined in our sole discretion, may result in an immediate termination of your access to the Service.
   • We reserve the right, but are not obligated, to limit the availability of the Service, or products or services made available via the Service, to any person, geographic region or jurisdiction. We may exercise this right on a case‑by‑case basis.
4. Marketplaces
   1. You must connect the Service to your Marketplace account to list and sync your products on a Marketplace. Your access to, or use of, any Marketplace is solely between you and the applicable Marketplace. Your use of the Marketplace via the Service is entirely at your own risk and discretion. In addition to these Terms, you must read and agree to the additional Marketplace Terms before you use them in connection with the Service. The Marketplace Terms may be surfaced to you when onboarding a Marketplace to the Service and/or located on such Marketplaces site. You are responsible for reviewing such Marketplace Terms and ensuring you comply with the Marketplace Terms, which may be updated at any time. If any Marketplace becomes unavailable or ceases to make their services available to Shopify on reasonable terms, Shopify may cease to provide such features to you without notice and without entitling you to any refund, credit, or other compensation.
   2. You grant us, and each applicable Marketplace, permission to access your Content and other data, sync it back to Shopify (if required) and to take any other actions as required for the interoperation of the Marketplace with the Service. Any exchange of Content or other information (including Personal Information, as hereinafter defined) or other interaction between you and the Marketplace is solely between you and such Marketplace. Shopify is not responsible for any disclosure, modification or deletion of the Content or other information you provide to a Marketplace, or for any corresponding losses or damages you may suffer, as a result of access by a Marketplace to your Content or other information.
   3. For clarity, this Service may use APIs or trademarks owned by a Marketplace, but such Marketplace owns its respective trademarks and does not endorse or certify the Service. Specifically, the term 'Etsy' is a trademark of Etsy, Inc. and Etsy does not endorse or certify the Service.
   4. Under no circumstances shall we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from your use of a Marketplace. These limitations shall apply even if we have been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
   5. You agree to indemnify and hold us and (as applicable) our affiliates, partners, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of any Marketplace or breach of any Marketplace Terms.
5. Intellectual Property Rights
   1. For clarity, no ownership rights to the Service are conveyed to you. Shopify and its licensors retain all right, title and interest (including all intellectual property rights) in and to the Service, Aggregate Data, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Shopify, including based on your Feedback (defined below). No rights are granted to you except as expressly set forth in these Terms.
   2. The Service may include certain open source components that are subject to open source licenses (“Open Source Software”) subject to the applicable license terms which accompany such Open Source Software. Any fees charged in connection with the Service, do not apply to the Open Source Software. In particular, the extension/plugin code for Magento Merchants is licensed under the Open Software License 3.0 (OSL-3.0) http://opensource.org/licenses/OSL-3.0 and the extension/plugin code for WooCommerce Merchants is licensed under the GNU General Public License, version 2 https://www.gnu.org/licenses/old-licenses/gpl-2.0.
   3. If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the Service (“Feedback”), we may freely use or exploit such Feedback in connection with any of our products or services or those of our affiliates, without obligation or compensation to you.
6. Privacy
   1. You understand that 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 (“Personal Information”) that you provide us in using the Service may be transferred unencrypted and involve: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. If you provide your credit card information, such credit card information is always encrypted during transfer over networks. Any Personal Information you provide to us in using the Service will be treated in accordance with Shopify’s Privacy Policy. Any Personal Information you provide to a Marketplace will be treated in accordance with the applicable Marketplace Terms.
   2. You acknowledge and agree that if you provide any information, including Personal Information, of your end customers, you represent and warrant that you will comply with all applicable laws relating to the collection use and disclosure of such information with respect to the Services, including any disclosure of such Personal Information to a Marketplace.
7. Payment
   1. You agree to pay Shopify the applicable rates for the Service (as described in the applicable section here: https://www.shopify.com/pricing) or otherwise agreed in writing (“Fees”). You agree that Shopify may change the Fees for the Service at any time. All Fees under these Terms will be paid in USD, unless otherwise specified in-product, or unless otherwise agreed in a signed written document. Marketplaces may charge you fees for the use of their services, payment and collection of which will be governed by the Marketplace Terms.
   2. You must provide us with a valid payment method to pay for all incurred and recurring Fees. Shopify will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Shopify will continue to charge the Authorized Payment Method for applicable Fees until the Service is terminated, and any and all outstanding Fees have been paid in full.
   3. All Fees are stated exclusive of any applicable taxes, and you are required to pay and bear any sales, use, GST, value-added, withholding, or similar taxes or duties, whether domestic or foreign, related to these Terms, other than taxes based on the income of Shopify (“Taxes”). To the extent that Shopify charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Shopify of your exemption. If you are not charged Taxes by Shopify, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
   4. You will pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding. In the event any payment that you make under these Terms is subject to a deduction or withholding, you shall be responsible for making the appropriate payment to the appropriate taxing authorities and financially responsible for interest, penalties, fines, or similar liabilities resulting from your failure to timely remit such taxes to the proper governmental authority or agency.
   5. We are not responsible for any tax associated with transactions between you and your customers, transactions conducted through the Marketplaces with which you engage or any transaction between you and any Marketplace.
   6. Without affecting our other rights under these Terms, if you do not pay the Fees by the due date, then we may suspend all or part of the Services (including access to paid for services) until payment has been made in full.
8. Disclaimer
   1. SHOPIFY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SHOPIFY IS NOT RESPONSIBLE FOR ANY SERVICES OR APPLICATIONS THAT YOU CHOOSE TO USE IN CONNECTION WITH THE SERVICE, INCLUDING ANY INTEGRATION WITH A MARKETPLACE. YOUR USE OF SUCH MARKETPLACE SERVICES OR APPLICATIONS IS SUBJECT TO SEPARATE TERMS AND POLICIES AND YOU ACKNOWLEDGE AND AGREE THAT ANY USE IS AT YOUR OWN RISK.
9. Indemnity
   1. 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, arising out of: (i) your use of the Service; (ii) your Content; and/or (iii) your breach of these Terms, the Shopify Terms and/or applicable laws.
10. Limitation of Liability
    1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHOPIFY WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, IN CONNECTION WITH THE SERVICE EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
    2. SHOPIFY’S ENTIRE LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO SHOPIFY DURING THE PRIOR TWELVE (12) MONTHS UNDER OR, IF NO FEES ARE PAID OR PAYABLE DURING SUCH PERIOD, ONE THOUSAND DOLLARS ($1,000).
11. Term and Termination
    1. These Terms will commence on the date on which you first access the Service and continue until terminated as permitted herein (the “Term”).
    2. You may terminate these Terms at any time, for no reason or any reason, upon thirty (30) days’ advance notice to Shopify. Shopify may also terminate these Terms and/or its provision of the Service at any time, for no reason or any reason, effective immediately.
    3. Upon any termination of these Terms: (a) you and your Users must immediately cease using the Service; (b) you will promptly pay Shopify any unpaid fees incurred prior to termination; and (c) any other obligations or liabilities incurred prior to the termination of these Terms shall survive termination. Except as may be specified in these Terms, either party’s exercise of any remedy, including termination, is without prejudice to any other remedies it may have under these Terms, by law or otherwise.
12. General
    1. Governing Law. These 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 of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
    2. Independent Contractor. The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has authority to bind the other.
    3. Subcontractors. Shopify may use subcontractors and permit them to exercise Shopify’s rights under these Terms.
    4. Third Party Websites. The Service may contain links to Marketplaces or other third-party websites. This does not imply our endorsement of any Marketplace or website and we are not responsible for the actions, content, information, or data of third-party websites or actions or any link contained in them, or any changes or updates to them. Marketplaces and third-party websites may provide their own terms and conditions of use and privacy policies that apply to you and your Users and your use of such third-party websites is not governed by these Terms.
    5. Severability. In the event that any provision of these Terms is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms, and such determination shall not affect the validity and enforceability of any other remaining provisions.
    6. Waiver. The failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
    7. Entire agreement. These Terms, including any terms, agreements, policies or other rules incorporated into these Terms, constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements (including any prior versions of these Terms).
    8. Assignment. These Terms will be binding upon and inure to the benefit of the parties to these Terms and to their respective heirs, successors, permitted assigns and legal representatives. Shopify will be permitted to assign these Terms without notice to you or consent from you. You will have no right to assign or otherwise transfer these Terms, or any of your rights or obligations hereunder, to any third party without Shopify’s prior written consent, to be given or withheld in Shopify’s sole discretion