Shopify Collabs Terms of Service
Last Updated: July 17, 2022
The following terms (the “Terms of Service”) set forth the complete terms and conditions applicable to your access to and use of the Shopify Collabs application (“Shopify Collabs” or the “App”), and the Shopify Collabs services, and any associated website, software or product (collectively, the “Services”). Any new features or tools added to the current Services will also be subject to these Terms of Service. This document constitutes a legally binding agreement between you, as the user of the Services, (referred to as “you” or “your”) and Shopify Inc. and its Affiliates (referred to as “we,” “our,” “us” or “Shopify”), where “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with Shopify Inc. If you use any of the Services on behalf of another person, company or other entity, then “you” and “your” will refer to and include you and such other party, and you represent and warrant that you have the authority to bind such other party to these Terms of Service and to act on such other party’s behalf with respect to any actions you take in connection with the Services.
The Services are offered by Shopify and enable Shopify merchants (each, a “Merchant”) to build relationships with content creators through a creator management system, while allowing content creators registered with an account through the App (each, a “Creator”) to discover and manage partnerships with Merchants. For Merchants, the Shopify Merchant Terms of Service (the “Shopify Merchant TOS”) will apply to a Merchant’s use of the Services and the Shopify Merchant TOS are hereby incorporated by reference as if fully set for herein. For Creators, the Shopify Partner Program Agreement (the “Shopify PPA”) will apply to a Creator’s use of the Services and the Shopify PPA is hereby incorporated by reference as if fully set forth herein. The Services are not affiliated with YouTube, Google, Facebook, Instagram, TikTok, Twitter, or any other platform. In providing the Services, Shopify may utilize third party service providers to assist us in providing the Services or to carry out one or more of the purposes described in these Terms of Service (each, a “Third Party Provider”).
By signing up for a Shopify Collabs account or by accessing and using (the term “use” where used hereinafter in respect of the Services shall mean access or use, and “using” shall have a corresponding meaning) any of the Services, you are agreeing to be bound by these Terms of Service. You can review the current version of the Terms of Service at any time at https://collabs.shopify.com/terms. We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time without notice, and such updates and changes will be effective as of the date of posting. You are advised to check the Terms of Service from time to time for any changes that may impact you. Your continued use of the Services after the amended Terms of Service are posted constitutes your agreement to and acceptance of any such changes. If you do not agree to these Terms of Service in their entirety, including any changes thereof, do not use the Services.
- As a condition to your use of the Services, you represent and warrant that: (a) if you are an individual, you are at least 18 years of age or the age of majority in the jurisdiction in which you reside or from which you use the Services; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Services in accordance with these Terms of Service; and (d) all information supplied by you in the App is true, accurate, current and complete.
- You may not use the Services for any illegal, fraudulent or unauthorized purpose, nor may you, in your use of the Services, violate any laws in your jurisdiction, or the laws of Canada and the Province of Ontario (including but not limited to copyright laws).
- You may not use the Services for any illegal, fraudulent or unauthorized purpose, nor may you, in your use of the Services, violate any laws in your jurisdiction, or the laws of Canada and the Province of Ontario (including but not limited to copyright laws).
- You must not (a) work around, bypass, or circumvent any of the technical limitations of the Services, (b) use any tool to enable features or functionalities that are otherwise disabled in the Services, (c) decompile, disassemble or reverse engineer the Services, or (d) otherwise interfere with any part of the Services (or attempt to do any of the foregoing).
- You must not access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
- These Terms of Service 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 the principles of conflicts of laws. You and we irrevocably and unconditionally submit to the exclusive jurisdiction of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service or your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- We reserve the right, in our sole discretion, to modify, discontinue or terminate the Services, or terminate your access to the Services, or any part thereof, for any reason without notice at any time. We shall not be liable to you or to any third party for any modification, discontinuation or termination of the Services or any part thereof, or the termination of your access to the Services.
- We reserve the right, in our sole discretion, to refuse or deny access to the Services to anyone for any reason at any time. You shall cease and desist from using the Services immediately upon our request.
- A breach or violation of any provision of the Terms of Service, as determined in our sole discretion, may result in an immediate termination of your access to the Services. Without limiting any other remedies that we may have or that may be available to us, we may suspend or terminate your access to the Services if we suspect that you have engaged in fraudulent activity in connection with the Services.
- We reserve the right, but are not obligated, to limit the availability of the Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
- We reserve the right to, at any time and from time to time without notice, change, or refuse or remove, any information, material or content contained on, provided through, or available via the App or the Services.
- Nothing in these Terms of Service is intended to create, nor will it be construed as creating, any exclusive arrangement between the parties to these Terms of Service. We reserve the right to provide the Services to your competitors.
Privacy and Data Protection
For Creators, the personal information we may collect in the course of you using the App or the Services (including when you initially register for an account, and the subsequent use and administration of that account, or when you otherwise provide us with this information) may include, but is not limited to:
- Information you provide about yourself and your business, such as your name, company name, address, email address, and phone number;
- Social media profile information, such as username and other profile data;
- Payment and billing information, such as credit card number or your bank account number;
- Demographic information (such as gender, age and occupation) and information about individual preferences; and
- Other personal information you may provide or transmit to us or authorize us to obtain from you or a third party in connection with the Services.
- We may share publicly non-personally identifiable information or data that has been anonymized, for example, to show trends about the general use of our Services.
- You grant us permission to allow the applicable Third Party Provider to access your Information and to take any other actions as required for the provision of the Services, and any exchange of Information or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Shopify is not responsible for any disclosure, modification or deletion of your Information, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Provider to your Information. For clarification, Shopify shall not be responsible for any Third Party Provider or such Third Party Provider’s services, and you agree that any claim relating to a Third Party Provider or such Third Party Provider’s services may only be made against such Third Party Provider.
- You must not collect or harvest any personal data of any other user of Shopify Collabs without the prior express consent of such other user in compliance with applicable laws and regulations. It is your responsibility to protect any other user’s personal information you access through the App or the Services and to process it safely and securely in accordance with applicable laws and any other terms governing other Shopify services you may use.
- Merchants and Creators may have their own privacy policies or statements governing their practices in collecting, storing, using and disclosing your personal information. You should familiarize yourself with such other privacy policies or statements before providing or agreeing to provide your personal information to a Merchant or Creator, as applicable.
Social Platforms Authentication and Data
- You can revoke the App’s access to your data from the Social Platforms at any time by visiting each respective Social Platform’s app and security settings. Note that revoking such authorizations may limit or eliminate certain functionality of the App or the Services.
Accuracy, Completeness and Timeliness of Information
- We make no representations or warranties with respect to the App or the Services, and we are not responsible if any information available via the Services is not accurate, complete, up-to-date or otherwise does not meet your personal requirements. Any use of or reliance on any of the content, materials or other information made available through the Services is at your own risk. We reserve the right to modify the contents of the Services at any time, but we have no obligation to update any information.
- Occasionally there may be information available through the Services that contains typographical errors, inaccuracies or omissions.
- We undertake no obligation to update, amend or clarify information in the App or the Services or in any related application, website, product or service, except as required by law.
Relationship between Merchant and Creator
- The App and the Services facilitate discovery, connection and management of affiliate marketing relationships between Merchants and Creators. The terms and conditions of any Merchant’s affiliate marketing program (each referred to herein as a “Program”) will be determined by such Merchant or, if a Merchant approves a Creator to participate in the Merchant’s Program, Merchant and Creator may separately enter into an agreement on such terms and conditions as may be agreed to between such Merchant and Creator (any such terms and conditions relating to a Program are collectively referred to herein as the “Program Agreement”). The Program Agreement may include, for example, provisions relating to the services to be provided by the Creator, the rates of commission offered and payable by the Merchant, and any other terms and conditions, whether such are communicated and agreed to by Merchant and Creator through Shopify Collabs or otherwise. You acknowledge and agree that Shopify is under no circumstance a party to the Program Agreement and will not incur any liability or assume any obligation in connection therewith, and Shopify will in no way be responsible for the performance of either Merchant or Creator in connection with any Program or Program Agreement, except as expressly set out in these Terms of Service. Merchant and Creator are solely responsible for the execution of and performance under any Program Agreement.
- If you are a Merchant, you understand that you are engaging each Creator you approve to participate in your Program, not Shopify. The services provided by a Creator in connection with any Program or Program Agreement are the responsibility of the Creator and not of Shopify.
- If you are a Creator, you understand that you are applying to and, if approved by Merchant, participating in a Program offered by the Merchant, not Shopify. Any commissions earned by you in connection with any Program or Program Agreement are the responsibility of the relevant Merchant and not of Shopify.
- The relationship between any Merchant and Creator is strictly between such Merchant and Creator, and Shopify is not obligated to intervene in any dispute arising between you and such other party. Under no circumstances will Shopify be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any relationship, dealing or contract between a Merchant and a Creator.
- Shopify does not make any representations or warranties of any kind in respect of any Merchant, Creator, Program or Program Agreement. You are responsible for, as applicable, managing, inspecting, accepting and providing any services, deliverables or payments under any Program Agreement into which you may enter in accordance with the terms and conditions thereof. You agree to act in good faith when negotiating and performing your obligations under a Program Agreement.
- If you are a Creator, you are solely responsible for the social media posts, advertisements, endorsements, marketing or other content you may create, publish or upload to Social Platforms (collectively, the “Creator Content”), including the legality, appropriateness and accuracy of any such Creator Content. It is your responsibility to ensure the Creator Content is not misleading or deceptive, to make any necessary disclosures in connection with your Creator Content, including clear and conspicuous disclosures of any material connection you have with a Merchant and if you have been compensated or otherwise incentivized by the Merchant, and to otherwise comply with any applicable laws, regulations, guidelines and requirements of any relevant regulatory body, including the United States Federal Trade Commission. Shopify will in no way and by no means be responsible for or assume any liability in connection with any Creator Content.
- The way in which your audience, followers, visitors, customers and other third parties (the “End Users”) use and interact with your content, including User Content or Creator Content is your responsibility. This responsibility includes compliance with all laws and regulations in relation to End Users.
- We may, at any time and without notice, suspend or terminate your account or your access to the Services if you engage in activities that violate the letter or spirit of these Terms of Service or the AUP, including activities outside of your use of the Services.
Third Party Services
- The App may reference or provide links to the sites of certain other companies or businesses, including, but not limited to, certain Social Platforms (“Third Party Services”), but such does not constitute or imply an endorsement, authorization, sponsorship or affiliation by or with Shopify. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these Third Party Services or the content of their websites. Shopify does not assume any responsibility or liability for the actions, products, content or any other transactions associated with any Third Party Services. It is your responsibility to ensure that you are familiar with and approve of the terms, policies and practices relating to such Third Party Services. Complaints, claims, concerns, or questions regarding Third Party Services should be directed to such third parties.
- In order to use the Services, and to enable connection and communication between you, on the one hand, and Merchants or Creators, as applicable, on the other, you will be required to successfully sign up for an account, which, for Merchants, will be Merchant’s Shopify account and, for Creators, will be Creator’s Shopify Collabs account. Your account will in each case require an email and password login credentials, and any other information indicated as required. Shopify may reject your application for an account, or cancel an existing account, for any reason, at our sole discretion.
- You must be the older of (i) 18 years of age, or (ii) at least the age of majority in the jurisdiction in which you reside and from which you use the Services to open an account.
- You acknowledge that we will use the email address you provide in your account, as may be updated by you from time to time, as the primary method of communication with you.
- You are responsible for keeping your password secure. Shopify cannot and will not be liable for any loss or damage from your failure to maintain security of your account and password.
- You are responsible for all actions taken and omissions made through or in connection with your account, and all activity and Information, including all data uploaded, collected, generated, stored, displayed, saved, distributed, transmitted or exhibited on or in relation to your account.
Feedback and Other Submissions
- If you submit any ideas, suggestions, comments, proposals, plans, or other content or submissions to us, whether online, by email or otherwise (collectively, the “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, display, translate and otherwise use in any medium any Comments that you provide to us. You expressly waive any and all rights in the Comments and you agree that Shopify is free to implement and use the Comments if desired, as provided by you or as modified by Shopify, without obtaining permission or license from you or any third party. We are under no obligation (1) to use or rely on any Comments; (2) to maintain any Comments in confidence (unless such comments contain personal information); (3) to pay compensation for any Comments; or (4) to respond to any Comments. You acknowledge and agree that Shopify may exercise its rights to use, publish and delete any Comments without any notice to you.
- You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy, and you shall solely be liable for any damages or other harm resulting from your Comments or from your other content you submit, provide or post to the App or in connection with the Services. We take no responsibility and assume no liability for any Comments or other content posted or submitted by you or any third party.
- In addition to other prohibitions as set forth in Shopify’s Acceptable Use Policy (available at https://www.shopify.com/legal/aup) (the “AUP”) or these Terms of Service, you are prohibited from using the App or the Services, or submitting, transmitting, publishing, uploading, displaying, providing or posting any User Content or Comments through or in connection with the App or the Services: (a) for any unlawful purpose or any illegal, deceptive or fraudulent activity; (b) to violate any international, federal or local laws, regulations, rules or ordinances; (c) to infringe upon, violate or misappropriate any of our rights or the rights of any third party, including, without limitation, any intellectual property, privacy or publicity rights; (d) to harass, abuse, insult, threaten, harm, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethinicity, race, age, national origin or disability; (e) to submit false, misleading or deceptive information; (f) to upload or transmit viruses or any other type of malicious or destructive code; (g) to collect or track the personal information of others; (h) to spam, phish, pharm, pretext, spider, crawl or scrape; (i) for any hateful, libelous, defamatory, obscene or immoral purpose; (j) to interfere with or circumvent the security features of the Services or any related website or application, other website or application, or the Internet; (k) in any activities that are, in Shopify’s sole discretion, likely to generate liability for Shopify or negatively affect Shopify’s reputation; or (l) to solicit or encourage any other person to perform or participate in any of the foregoing.
- You agree to comply with the AUP. We may, but have no obligation to, remove any content and suspend or terminate your use of the Services if we determine, in our sole discretion, that your use of the Services violates the AUP or these Terms of Service.
- We reserve the right to terminate your use of the Services or any related website or application for any violation by you of the prohibited uses.
- Merchant will be solely responsible for paying Creators any commissions or other amounts associated with, related to or arising from or in connection with your use of the App or the Services, or any Program or Program Agreement, or otherwise accruing from the relationship or dealings between Merchant and Creator (collectively, the “Commissions”). Shopify will not be responsible to pay any Commissions and will not incur any liability for any non-payment by Merchant for services rendered by Creator.
- All Commission payments must be made using means of payment that we may approve and enable from time to time. We currently require payments to be made through PayPal, a Third Party Provider.
- You acknowledge and agree that the App and the Services are not a marketplace, and any agreement made between Merchant and Creator, including through the App or the Services, is directly between Merchant and Creator.
- You are solely responsible for determining, collecting, withholding, reporting, and remitting any applicable taxes and tax forms related thereto, and any duties, fees, surcharges or additional charges, as applicable, arising from or as a result of any payment or sale received or made by you as a result of the relationship or dealings between Merchant and Creator pursuant to any Program or Program Agreement. Shopify is not responsible for any of your tax obligations or liabilities associated with, or stemming from or in connection with, your use of the App or the Services.
- Any attempt to defraud through the use of fraudulent requests or methods of payment, or any failure to honor charges or requests for payment, will result in termination of your account and may result in civil and/or criminal prosecution.
- In the case of, or if we suspect, any fraudulent payment or activity, including use of stolen credentials, by anyone, we reserve the right to block your account and to inform any relevant authorities or entities.
The parties to these Terms of Service are independent contractors. Except as expressly stated in these Terms of Service, neither Shopify nor any of its Affiliates is an agent, representative or related entity of any Merchant or Creator. Neither Shopify nor you will 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, except where you expressly authorize Shopify to act on your behalf in these Terms of Service. These Terms of Service will not be interpreted or construed as creating any association, agency, joint venture or partnership between Shopify, on the one hand, and you, on the other, or to impose any liability attributable to such relationship upon either you or us.
- Shopify owns Shopify Collabs, including all worldwide intellectual property rights in the App and the Services, and the content, trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, rent, lease, sell, distribute, transmit, or otherwise use any part of the App or the Services or create any derivative works based on the App or the Services or any information, data or other content contained or incorporated therein. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the App or the Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, or trade name of Shopify or any third party.
- The App and all software, data and technologies embodied in or used to provide the Services, including any data and information other than any user Information, and all intellectual property rights in or relating to any of the foregoing, is owned by Shopify. We grant to you only the rights and licenses expressly stated in these Terms of Service, and you receive no other rights or licenses with respect to Shopify, Shopify Collabs, the Services, or any other property or right of ours. Your use of the App or the Services does not give you ownership of or right to any aspect of the App or the Services, or to any other person’s Information in the App.
- You retain all right, title and interest in any Information that you provide, submit, load, transmit or enter through the App or Services or that we collect from third parties with your permission, and you are legally responsible for the Information you submit to the App and Services. Subject to these Terms of Service, you grant Shopify a perpetual, transferable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store, use, copy, distribute, transmit, display, and broadcast any such Information on, through or in connection with the App and the Services for any purpose and in any medium. We may use our rights under this license to operate, provide, and promote the App and Services, and to perform our obligations and exercise our rights under these Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Information to grant this license.
- You do not have any rights or permissions to make use of the Information of another Shopify Collabs user independent of the Services other than as expressly authorized by such other user.
Disclaimer of Warranties; Limitation of Liability
- You expressly agree that your use of, or inability to use, the App and/or the Services is at your sole risk, and Shopify and its Affiliates, officers, directors, employees, agents and licensors disclaim all warranties, express or implied, in connection with your use of the App and the Services. The App and Services are provided to you (except as expressly stated by us) “as is” and “as available” for your use, without any representations, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that the App or the Services will be uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the App or the Services will be accurate or reliable, or that the quality of any services, information, or other material obtained by you through the Services, including but not limited to the App, will meet your expectations, or that any errors in the App or the Services will be corrected. Some jurisdictions do not allow limitations on implied warranties, so this limitation may not apply to you.
- In no event shall Shopify, its Affiliates, officers, directors, employees, agents, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost opportunity, lost profits, lost revenue, lost savings, loss of data, replacement costs, loss of goodwill or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any part or parts of the App, the Services, or any services or products procured using the App or the Services, or for any other claim related in any way to your use of the App, the Services, or any services or products procured using the App or the Services, including, but not limited to, any errors or omissions in any content or otherwise arising from your use of the App or the Services, or any loss or damage of any kind incurred as a result of the use of the App or the Services or any content (or product) posted, transmitted, or otherwise made available via the App or the Services, even if advised of the possibility of same. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless Shopify, its Affiliates, officers, directors, employees, agents, and licensors from any claim or demand, including reasonable attorneys’ fees, resulting, whether directly or indirectly, from: (i) your use of the App, the Services and/or any information contained in the App or the Services; (ii) your violation of, or your breach of any representation, warranty, obligation or covenant under, these Terms of Service or the documents incorporated by reference herein (including the AUP); (iii) your violation of any law or the rights of any third party; (iv) any aspect of the relationship between Merchant and Creator, including but not limited to payment of Commissions.
In the event that any provision of these Terms of Service 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 of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.
Term and Termination
- These Terms of Service are effective as of the day you first use the Services and will continue in force unless and until terminated by either you or us.
- You may terminate these Terms of Service at any time by notifying us that you no longer wish to use the App or the Services or by ceasing to use the App or the Services.
- If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate these Terms of Service at any time without notice and accordingly may deny you access to the App or the Services or any part thereof.
- The obligations and liabilities incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.
Waiver; Entire Agreement; Assignment
- The failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
- These Terms of Service, including any terms, agreements, policies or operating rules incorporated into these Terms of Service or posted by us in respect to the Services, constitute the entire agreement and understanding between you and us, and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
- All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Shopify will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, 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.
Notice and Takedown Procedure
Shopify supports the protection of intellectual property. It’s our policy to respond to all notices of alleged copyright infringement. If any person believes that any Information on Shopify Collabs is infringing such person’s intellectual property rights, such person may inform us by contacting firstname.lastname@example.org.
Questions about these Terms of Service should be sent to us at email@example.com.