Terms of Service

Mopify User Agreement / Terms of Use

These Terms of Use, in conjunction with the privacy policy available at https://mopify.com/privacy ("Privacy Policy") and the policies, rules, terms, and conditions set forth in, referred to and/or linked herein, all of which are included herein by reference, are, collectively, the "Agreement".

IMPORTANT: PLEASE REVIEW THIS AGREEMENT IN DETAIL. IN PARTICULAR, PLEASE REVIEW THE DISPUTE RESOLUTION AND ARBITRATION PROVISION IN SECTION 14, AS WELL AS THE GOVERNING LAW AND EXCLUSIVE JURISDICTION PROVISION IN SECTION 15.

This Agreement constitutes a legal agreement between you ("you" or "Platform User") and Mopify Inc. ("Mopify" or "us"). This agreement governs your use of our services and technology platform that facilitates co-ordination of logistics and communications between Platform Users offered through our website found at https://mopify.com, as it may be modified, relocated and/or redirected from time to time (the "Website"), and any mobile applications offered by us (the "Mobile Apps"). Our Website, Mobile Apps, services, and platform are collectively referred to as the "Mopify Platform".

By accessing, using, or registering on the Mopify Platform or any portions thereof, you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as we may publish from time to time. Please read this Agreement in detail. If you do not agree to accept and be bound by this Agreement, you must immediately stop using the Mopify Platform. Mopify's acceptance is expressly conditional upon your approval to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.

By using the Mopify Platform, you represent and warrant that: (a) you are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (b) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

To the extent permitted and except where prohibited by applicable law, these Terms of Use include:

  • Your agreement that the Mopify Platform is provided "as is" and without warranty (Section 11).

  • Your agreement that either party may compel binding arbitration for most types of disputes, and your agreement to submit an informal dispute resolution process for at least 45 days prior to the initiation of any claim (Section 14).

  • Your agreement that no claims can be adjudicated on a class basis (Section 14).

  • Your agreement that the Mopify Platform is solely a communications platform providing a method for Professional Services to be booked, that all Professional Services are performed by third parties, and that Mopify has no liability for any Professional Services or any acts or omissions of third parties (Sections 1 and 11), with the exception of Mopify's Satisfaction Guarantee (Section 3(c)).

  • Your agreement that Mopify's Satisfaction Guarantee is limited to Payments paid by Platform Users through the Mopify Platform (Section 3(c)).

  • Your acknowledgement of and agreement to Mopify's cancellation policies and cancellation fees (Section 4).

  • Your agreement to release Mopify from liability based on claims relating to Professional Services and otherwise (Section 11) and your agreement to the limitation of time within which a claim can be brought (Section 17).

  • Your agreement to indemnify Mopify from claims due to your use, misuse or inability to use the Mopify Platform, Professional Services, your violation of this Agreement, applicable laws or third party rights, and/or content or information submitted from your account to the Mopify Platform (Section 12).

  • Your consent to any modifications or amendments to this Agreement (Section 18).

  • Your consent to the collection, use, sharing, and/or transfer of your data as outlined in the Privacy Policy as updated from time to time.

1. The Mopify Platform is Solely a Tool for Communications; Background Checks

a) The Mopify Platform is Solely a Tool for Communications. The Mopify Platform is a communications platform for facilitating the connection between individuals seeking to obtain services ("Service Requester") and/or individuals seeking to provide services ("Service Provider"). Service Requesters and Service Providers together are referred to as "Platform Users". Those certain services requested by the Service Requesters, which are to be completed by the Service Providers, are hereinafter referred to as "Professional Services". The provision of all Professional Services is up to the Service Providers, which may be scheduled through the use of the Mopify Platform. Mopify, through the Mopify Platform, provides information and a method to obtain such Professional Services, but does not -- and does not intend to provide -- such Professional Services itself or act in any way as a cleaning service provider, and has no responsibility or liability for any Professional Services provided to the Service Requester by Service Providers, including, but not limited to, a warranty or condition of good and workmanlike services, warranty of fitness for a particular purpose or compliance with any law, regulation, or code.

b) Background Checks. Mopify checks the backgrounds of Service Providers via third-party background check services to the extent permitted by applicable law. However, each Service Requester should exercise caution and common sense to protect its personal safety and property, just as you would when interacting with any person whom you do not know. By using the Mopify Platform, the Service Requester agrees to hold Mopify free from the responsibility for any liability or damage that might arise out of the Professional Services. Mopify is not responsible for the conduct, whether online or offline, of any Platform User including Service Providers, and will not be liable in any claim, injury or damage arising in connection with any Professional Services.

2. Personal Information; User Accounts

a) Collection of your Personal Information. Some of the content on the Mopify Platform may require prior registration to access. If you decide to access such content, you will be required to register. We may refuse to grant you, and you may not use, an email address, user name, or screen name that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. When you complete a registration on the Mopify Platform, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, Mopify may, in its sole discretion, suspend or terminate your right to access any material for which registration is required. Any personally identifiable information collected, used, and disclosed hereunder will be subject to the terms of the Privacy Policy.

b) Account, Password, and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password, and account provided by you or us for accessing the Mopify Platform. You are solely and fully responsible for all activities that occur under your password or account, except that Mopify may, in certain circumstances, access your account to make changes that you request, such as rescheduling a Service appointment. Mopify has no control over the use of any Platform User's account by the Platform User or third parties and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at support@mopify.com. Nothing in this section shall affect Mopify's rights to limit or terminate the use of the Mopify Platform, as provided below in Section 4(b).

c) Proof of Identity. You will provide Mopify with such proof of identity as may be reasonably requested from time to time.

d) Text Messages and Phone Calls. By providing your phone number and using the Mopify Platform, you agree that we may, to the extent permitted by applicable law, use your mobile phone number for phone calls, and if such phone number is a mobile number, for text (SMS) purposes, in order to assist with facilitating the requested Professional Services. Standard call or text message charges and other charges from your phone carrier may apply to calls or text (SMS) messages Mopify sends you. You also agree and acknowledge that Mopify may store records of all phone calls and/or texts (SMS) that are routed through the Mopify Platform.

e) Emails. Mopify may send you transactional emails regarding the Professional Services and other promotional opportunities that Mopify thinks may interest you ("Promotional Emails"). You may unsubscribe from Promotional Emails at any time by clicking "unsubscribe" in the actual email, or by visiting your Mopify Platform Dashboard and opting-out in your account settings, or by contacting us directly with your unsubscribe request.

3. Payments, Mopify Satisfaction Guarantee, Claims

a) Payments. Mopify Platform Users contract for Professional Services directly with other Platform Users. Mopify is not a party to any contracts for Professional Services. The Mopify Platform facilitates these contracts by supplying a channel through which Service Requesters can connect with Service Providers, schedule Professional Services, and make payments for Professional Services ("Payments"). Service Requesters do not pay for Professional Services until such time as Professional Services have been rendered by Service Provider. Mopify will charge the Service Requester's credit card according to the amount the Service Requester has agreed on the Mopify Platform with respect to all Professional Services the Service Requester has ordered, and for all purchases and payments for reimbursement costs, fees or expenses associated with Professional Service. The Service Requester hereby authorizes Mopify to charge the credit card on file in the Service Requester's Mopify Platform account for such amounts. Mopify uses third-party services to process credit card information. By accepting this Agreement, you are giving Mopify (or a third-party processor on Mopify's behalf) permission to charge your on-file credit card, credit debit card, or other approved methods of payment for fees that you owe Mopify. All information that you provide in connection with a purchase or transaction or other monetary transaction or interaction with the Professional Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, credit debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Mopify at the prices in effect when such charges are incurred. Mopify retains the right, in its sole discretion, to place a hold on Service Requester's credit card for an ordered or completed Professional Service transaction, or to verify the validity of a newly-entered credit card on the Mopify Platform. If the Service Requester has agreed with the Service Provider to extend or reduce the hours in or to reschedule a requested Professional Service, the Service Requester bears the responsibility for notifying Mopify before such time as the Professional Service is completed. Service Requesters must notify Mopify either by changing the date or hours of the requested Professional Service through the Mopify Platform or by contacting Mopify Support at support@mopify.com. All Payments by Service Requesters must be made through the Mopify Platform. Any Payments paid outside of the Mopify Platform are not subject to our Satisfaction Guarantee in section 3(c). Except for the Mopify Satisfaction Guarantee in Section 3(c), and the Refund Policy in Section 3(d), no refunds or credits will be provided once the Service Requester's card has been charged, except that at Mopify's sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors made by Mopify. While Mopify will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold Mopify harmless for any damages that may result therefrom. Service Requesters will be liable for all transaction taxes on the Professional Services provided (other than taxes based on Mopify's income).

b) Job Rate. The rate per hour for a Professional Service ("Job Rate") depends on factors, such as location and frequency of service, and payment terms may increase. As such, the same Professional Service may cost more in a different location or if the Professional Service is ordered less frequently.

c) Mopify Satisfaction Guarantee.

i. The Mopify Satisfaction Guarantee is available to Service Requesters and is the sole liability of Mopify to Service Requesters for the performance of Professional Services. If you are not satisfied with the quality of the initial Professional Service requested and paid for through the Mopify Platform, then Mopify will send another Service Provider to re-perform the Professional Service ordered at no extra charge to the Service Requester or Mopify will credit Service Requester's account the equivalent of two hours worth of Professional Service, at the Job Rate of the Professional Service appointment in question.

ii. The Mopify Satisfaction Guarantee also provides certain limited additional protections. Pursuant to the Mopify Satisfaction Guarantee and subject to the below conditions and limitations, Mopify will compensate Service Requesters:

(a) up to CAD $20,000 per occurrence for losses arising from property damage as a direct result of negligence of a Service Provider during performance of a Professional Service; or (b) Service Requesters up to CAD $5,000 for losses arising from theft of a Service Requester's property during performance of a Professional Service, upon criminal conviction and with proof of ownership of the stolen item. The Service Requester is eligible for the Mopify Satisfaction Guarantee provided that the Service Requester report the issue within forty-eight (48) hours of the Professional Service appointment.

iii. Mopify Satisfaction Guarantee - Conditions & Exclusions; Your Primary Insurance. If Service Requester carries insurance that would cover Service Requester in the event of a claim, such as renter's insurance, homeowner's insurance, automobile insurance or an umbrella policy ("Personal Insurance"), Service Requester agrees that Service Requester's Personal Insurance is primary and the Mopify Satisfaction Guarantee is secondary. The Mopify Satisfaction Guarantee will only compensate for losses to the extent not otherwise covered by Service Requester's Personal Insurance.

iv. Coverage Under the Mopify Satisfaction Guarantee. A Service Requester will be covered under the Mopify Satisfaction Guarantee for every Professional Service, subject to the exclusions below, provided:

The Professional Service is agreed to between a Service Requester and a Service Provider through the Mopify Platform, performed by the Service Provider hired by the Service Requester and paid for in full through the Mopify Platform;

  • Your Booking of Professional Service does not violate Mopify's Terms of Use;

  • You have reported your claim within 48 hours of the completion of the Professional Service; and

  • Your Mopify account is in good standing with no outstanding balances owed to Mopify or Service Providers.

v. Exclusions from the Mopify Satisfaction Guarantee. The Mopify Satisfaction Guarantee does not cover the following:

  • losses arising out of acts of nature, including, but not limited to, pollution, earthquakes and weather related events such as hurricanes and tornadoes;

  • losses arising out of interruption of business, loss of market, loss of income and/or loss of use;

  • losses for property damage and theft exceeding the original value and/or replacement value for such property, less any standard depreciation;

  • losses arising from negligence of a Service Requester or third party;

  • losses from pre-existing damages or conditions of the item or property;

  • losses arising from items supplied by the Service Requester or due to Service Requester recommendations;

  • losses arising from flooding and/or water damage including mold, fungi or bacteria;

  • losses arising from products containing hazardous or harmful materials, acts of terrorism, product liability, or pollution;

  • losses of cash, third party gift cards and securities;

  • losses as a result of theft of property in excess of CAD $5,000 or any other intentional wrongful act by a Service Provider;

  • losses arising from normal wear and tear;

  • losses for items that retain their functionality;

  • losses based on sentimental and/or undocumented intangible value;

  • losses related to repairs outside of the area where the Professional Services were performed;

  • losses of pets, personal liability or damage to shared or common areas;

  • losses of theft without a valid police report, if requested by Mopify; and losses with insufficient documentation.

vi. How to submit a claim. First report of a claim must be made 48 hours after Professional Services have been rendered. All claims will be reviewed on a case-by-case basis. During Mopify's claims assessment process, You may be required to provide written and detailed:

  • (a) proof of ownership of damaged/missing item

  • (b) proof of value of damaged/missing item

  • (c) proof of damage or loss. This may be requested in the form of photographs of the damage or loss. If such information is requested, You will have 30 days from the date of the request to send Mopify the requested information. If You fail to provide the requested information within the 30 day time period and/or fail to contact Mopify to arrange for an extension of time, You agree and acknowledge that your claim will be considered closed.

Furthermore, You also agree to:

(a) protect and preserve any damaged property that is the basis of a claim from further damage, (b) in the event damaged item is to be replaced, return original damaged item to Mopify, (c) assist and allow Mopify or its insurers access to inspect and make copies, photographs and recordings of anything relating to the claim, (d) accept repairs and/or remediation by a Service Provider, (e) accept a replacement only if repairs are proven not to be an option, (f) submit requested materials by the dates outlined by the Mopify resolutions team, and (g) accept a replacement item subject to the standard depreciation of that item.

If any part of Your claim is approved, then as a condition to any payment to You under the Mopify Satisfaction Guarantee, You will be required to execute and deliver to Mopify a release agreement and assign to Mopify or its insurer any rights and remedies you may have to recover amounts paid to you with respect to an approved claim from any party that is financially responsible for the approve claims and any rights in any property that is recovered.

4. Term and Termination; Cancellation of Professional Services; Survival.

a) Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.

b) Termination by Mopify. To the extent permitted by applicable law, we may terminate this Agreement or terminate or suspend your right to use the Mopify Platform at any time for any or no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on the Mopify Platform, or if we otherwise find that you have engaged in inappropriate and/or offensive behaviour (collectively, "Prohibited Conduct")) by providing you with written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. If Mopify terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name or email address, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Mopify may delete the account and all the information in it. You have no ownership rights to your account.

c) Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the Mopify Platform (provided that there are no outstanding balances owing on your Mopify account) and by closing any account you have open on the Mopify Platform. If you attempt to terminate this Agreement while there are still outstanding Professional Services ordered under your password or account, this Agreement shall not terminate until such Professional Services have been performed or otherwise canceled as permitted by Mopify.

d) Policy for Service Cancellation by Service Requester. Mopify's cancellation policy is as follows: Service Requesters may cancel their scheduled Professional Service appointments through the Mopify Platform at any time, subject to the following. If a Service Requester cancels more than 24 hours before a scheduled Professional Service appointment, there is no cancellation fee. If a Service Requester cancels between 1-24 hours before a scheduled Professional Service appointment, the Service Requester may be charged a CAD $20 cancellation fee, at Mopify's sole discretion. If Service Provider arrives at Service Requester's address at the scheduled time of a Professional Service appointment and is unable to access the home for reasons outside of Service Provider's control (a "Lockout"), the Service Requester may be charged a Lockout fee equivalent to whatever value is greater of one half the quoted fee for the Professional Service appointment or 2 hours worth of Professional Service at the quoted hourly rate associated with the Professional Service appointment, at Mopify's sole discretion. This cancellation policy applies for both one-time Professional Service bookings and for recurring Professional Service appointments. A Professional Service appointment may be cancelled through the Mopify Platform.

e) Policy for Service Cancellation by Service Provider. When a Service Provider cancels a scheduled Professional Service appointment, the Mopify Platform generally notifies the Service Requester and makes the Service Requester's Professional Service request available for another Service Provider to select. However, Mopify cannot guarantee that a canceled Professional Service appointment will be selected by another Service Provider and rescheduled or that the Professional Service request will be completed. Service Providers who cancel a scheduled Professional Service appointment may incur fees as provided in their Service Provider Agreement.

f) Survival. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 6, 8 and 10-18, shall so survive.

5. Rules for Use of the Mopify Platform.

During the term of this Agreement, Service Requesters may use the Mopify Platform for their personal use only (or for the use of a person, including a company or other organization that you validly represent). Service Requesters may use the Mopify Platform to book Professional Services solely with respect to a location where the Service Requester is legally authorized to have Professional Services performed. Service Requesters may not use the Mopify Platform for any other purposes or in connection with any commercial endeavours whatsoever without our express prior written consent. Service Requesters agree that an order of Professional Services is an offer, which is only accepted when the Service Requester receives a confirmation of the order. Service Requesters agree to treat Service Providers courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations, and to provide reasonable co-operation to Service Providers to enable them to supply Professional Services. Service Requesters agree to comply with our complaint and other policies designated on the Site. Service Requesters acknowledge that their selected Service Provider may be unavailable from time to time, e.g. due to illness, vacation, or leaving the Mopify Platform. Service Providers agree to provide Professional Services in accordance with all applicable laws and regulations and with the Service Provider Agreement. You shall not use the Mopify Platform to do any of the following:

a) Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer or computing device.

b) Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party.

c) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including but not limited to our staff and other Platform Users.

d) Post a review or rating unless such review or rating contains your independent, honest, genuine opinion.

e) Use the Mopify Platform or any Professional Service for any purpose or in any manner that is in violation of local, provincial, state, national, or international law.

f) Publish, post, upload, distribute or disseminate any profane, defamatory, false, misleading, fraudulent, threatening, or unlawful topics, names, materials or information, or any materials, information or content that involve the sale of counterfeit or stolen items.

g) Advertise or offer to sell any goods or services for any commercial purpose or solicit employment or contract work which is not relevant to services offered through the Mopify Platform. You may not solicit, advertise for or contact in any form Platform Users for employment, contracting, or any other purpose not related to Professional Services facilitated through the Mopify Platform without express written permission from us.

h) Use the Mopify Platform to collect or harvest usernames and/or email addresses of members by electronic or other means without our express prior written consent.

i) Conduct, send or forward e-mail or other electronic communications, including promotions, advertising of products or services, surveys, contests, pyramid schemes, or chain letters.

j) Impersonate another person or allow any other person or entity to use your identification to post or view comments or otherwise use your account.

k) Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.

l) Download any file posted by another Platform User that you know, or reasonably should know, cannot be legally distributed through the Mopify Platform, or post or upload any content to which You have not obtained any necessary rights or permissions to use accordingly.

m) Restrict or inhibit any other Platform Users from using and enjoying the Mopify Platform.

n) Imply or state that any statements you make are endorsed by us, without our prior written consent.

o) Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the Mopify Platform, its servers or any connected networks, use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Mopify Platform in any manner, or attempt to do any of the foregoing.

p) Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by us.

q) Upload content that provides materials or access to materials that are obscene, adult or sexual or that exploit anyone, and in particular people under the age of majority, in an abusive, violent or sexual manner.

r) Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.

s) Register to use the Mopify Platform under different usernames or identities, after your account has been suspended or terminated.

t) Mirror or archive any part of the Mopify Platform or any content or material contained on the Mopify Platform without Mopify's written permission.

u) Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message.

v) Alter transmission data without Mopify's consent.

6. Employment and Withholding.

Platform Users do not have the authority to enter into contracts or commitments, whether written or oral, implied or express, on behalf of Mopify. You acknowledge that we do not supervise, direct, or control a Service Provider's work or Professional Services performed in any manner. Mopify is not an employment service and does not service and does not serve as an employer of any Service Provider. As such, Mopify will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, Canada Pension Plan, or payroll withholding tax in connection with your use of Professional Services. You understand and agree that if we are found to be liable for any tax or withholding tax in connection with your use of Professional Services, then you will immediately reimburse and pay to us an equivalent amount, including any interest or penalties thereon.

7. Special Promotions; Gift Cards and Referral Credits.

a) Changes to Promotions. We may from time to time provide certain promotional opportunities to Service Requesters. All promotions will be run at our sole discretion, and can be activated, modified or removed at any time by us without advance notification.

b) Referral Credits. In the event that you are given a unique URL through which you may refer a friend to the Mopify Platform in exchange for a referral credit, you shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, you may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate the referral URL. You may only share your referral URL with your personal friends and acquaintances for legitimate referral purposes, as determined by Mopify in its sole discretion. Mopify referral credits are redeemable only for Professional Services. Mopify referral credits have no cash value and are not redeemable for cash unless otherwise required by law. Without limiting our other rights and remedies, we may terminate such referral URL and/or your account for any breach of this Section.

c) Gift Cards.

i) Mopify Gift Cards ("Gift Cards") are redeemable only for Professional Service. Gift Cards have no cash value and are not redeemable for cash or transferrable unless otherwise required by law.

ii) Gift Cards codes must be entered into the system before the time of purchase and any available balance will be applied to your purchase.

iii) Gift Cards do not expire and there are no inactivity, dormancy, or service fees associated with Gift Cards.

iv) You agree to comply with all Gift Card terms and conditions.

v) Gift Cards are not replaceable if lost or stolen, and cannot be combined with any other Gift Cards, Vouchers, gift certificates, or other coupons.

vi) Gift Cards cannot be used for previous purchases, credits, or the purchase of Gift Cards, and cannot be used to make a payment towards third party items in the balance of a credit card.

vii) Mopify reserves the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if we believe that the Gift Card was obtained through fraudulent or unauthorized means. Specifically, you may not purchase or obtain any one Gift Card with a value of more than $2,000 in any one day.

viii) Unused Gift Card balances are not transferable, and you may not sell a Gift Card or otherwise barter for its exchange although you may give a Gift Card to another entity as a gift.

ix) A Gift Card is void if copied, altered, transferred, purchased, or sold.

x) Purchases of Gift Cards are final and not refundable. All sales are final.

xi) We reserve the right to correct the balance of a Gift Card if we believe that a billing error has occurred, and we disclaim all liability for any such billing errors.

xii) Gift Cards and their use are subject to this Agreement and use of a Gift Card constitutes acceptance thereof. Applicable terms and conditions are subject to change without notice. If the laws pertaining to a Gift Card require additional or different terms and conditions, then such terms and conditions shall apply.

xiii) In the event you have an unused balance on your Gift Card for a certain period of time, Mopify may be required to turn over the remaining Gift Card balance to a province or state under such province or state's unclaimed or abandoned property law. Although your Gift Card does not expire, if we are obligated to turn over the remaining balance of your Gift Card under a province or state's unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to your Gift Card and you may be required to contact the province or state's unclaimed property administrator to attempt to recover your unused Gift Card balance. To protect your right to continue to use your remaining Gift Card balance, we will make reasonable efforts to exempt your Gift Card from state unclaimed property laws.

8. Intellectual Property Rights.

he Mopify platform, and the information, data, content and materials, which contains ("Mopify Materials"), are the property of Mopify and/or its affiliates and licensors, excluding User-generated content, which Mopify has a right to use as described below. The Mopify Materials are protected from unauthorized copying and dissemination by Canadian and United States copyright law, trademark law, international conventions, and other intellectual property laws. Mopify and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Mopify Materials. Any use of Mopify Materials, other than as expressly permitted herein, is prohibited without the prior permission of Mopify and/or the relevant right holder. The service marks and trademarks of Mopify, including without limitation mopify.com and the Mopify logo are service marks owned by Mopify. Any other trademarks, service marks, logos and/or trade names appearing on the Mopify Platform are the property of their respective owners. You may not copy or use any of the marks, logos or trade names appearing on the Mopify Platform without the express prior written consent of the owner.

9.Copyright Complaints and Copyrighted Agent.

Mopify respects the intellectual property of others, and expects Users to do the same. Mopify will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Mopify Platform infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to Mopify a properly submitted copyright notice as indicated below, Mopify will investigate, and if it determines, in its discretion, that the material is infringing, Mopify will remove the content and may terminate the access of the User who posted such content to the Mopify Platform in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:

i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included.

ii) A statement specifically identifying the location of the infringing material, with enough detail that Mopify may find it on the Mopify Platform. Please note: it is not sufficient to merely provide a top level URL.

iii) The complete name, address, telephone number and e-mail address of Complainant.

iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law.

v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed;

(vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.

Mopify's contact information for notice of alleged copyright infringement is:

Email: info@mopify.com

Or via Mail:

Attn: Mopify Legal Mopify Inc. 207-120 Iber Road Ottawa, ON K2S 1E9

10. Modifications to the Mopify Platform.

We reserve the right in our sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Mopify Platform or any content or information on the Mopify Platform with or without notice. We will not be liable to any party for any modification or discontinuance of the Mopify Platform.

11. Confidentiality.

The term "Confidential Information" shall mean any and all of Mopify's trade secrets, confidential and proprietary information, personal information and all other information and data of Mopify that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The Mopify Platform contains secured components that are accessible only to those who have been granted a user name and password by Mopify. Information contained within the secure components of the Mopify Platform is confidential and proprietary. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Mopify and agree that you will not use Confidential Information other than as necessary for you to make use of the Mopify Platform as expressly permitted by this Agreement and only during the term of this Agreement. You will not disclose or transfer (or seek to induce others to disclose or transfer) any Confidential Information for any purpose. You shall promptly notify Mopify in writing of any circumstances, which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall implement reasonable technical, physical and administrative safeguards to protect Confidential Information from loss or theft, as well as unauthorized access, disclosure, copying, transfer, modification or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Mopify upon termination of this Agreement for any reason whatsoever.

12. Disclaimer of Warranties; Limitation on Liability.

a) USE OF THE MOPIFY PLATFORM IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MOPIFY PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER MOPIFY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE MOPIFY PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO ANY CONTENT AVAILABLE IN OR THROUGH THE MOPIFY PLATFORM; NOR DO THEY MAKE ANY WARRANTY AS TO ANY SERVICE PROVIDER'S REGISTRATION, PROFESSIONAL ACCREDITATION OR LICENSE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MOPIFY PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, SAFETY, COMPLETENESS OR CONTENT OF THE SERVICES, PROFESSIONAL SERVICES, OR ANY PRODUCTS, MERCHANDISE, CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE MOPIFY PLATFORM OR THIS AGREEMENT. ACCESS TO THE MOPIFY PLATFORM IS PROVIDED FREE OF CHARGE AS A COURTESY. NEITHER MOPIFY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE MOPIFY PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ANY SERVICE REQUESTERS OR SERVICE PROVIDERS). NEITHER MOPIFY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE MOPIFY PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. MOPIFY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY INFORMATION, PERSONAL OR OTHERWISE, SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

b) NO LIABILITY. YOU AGREE NOT TO HOLD MOPIFY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, "MEMBERS") LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE MOPIFY PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY MOPIFY OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL MOPIFY OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE MOPIFY PLATFORM OR ANY SERVICES OR MERCHANDISE, EVEN IF SUCH PARTIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. MOPIFY AND MEMBERS DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED IN CONNECTION WITH THE MOPIFY PLATFORM, THE PROFESSIONAL SERVICES OR THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT MOPIFY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO MOPIFY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

c) RELEASE. MOPIFY AND MEMBERS EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE MOPIFY PLATFORM. THE MOPIFY PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. TO THE EXTENT THAT THE MOPIFY PLATFORM CONNECTS A USER TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING MERCHANDISE HEREUNDER, MOPIFY WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE MOPIFY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. BECAUSE MOPIFY IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN USERS OR IN THE COMPLETION OF ANY PROFESSIONAL SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE MOPIFY AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

d) ADDITIONAL DISCLAIMER. THE QUALITY OF THE PROFESSIONAL SERVICES SCHEDULED OR REQUESTED THROUGH THE USE OF THE MOPIFY PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE SERVICE PROVIDER WHO ULTIMATELY PROVIDES SUCH PROFESSIONAL SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE MOPIFY PLATFORM, YOU MAY BE EXPOSED TO PROFESSIONAL SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE MOPIFY PLATFORM, AND SUCH SERVICE PROVIDER, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE MOPIFY PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. BY USING THE MOPIFY PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE MOPIFY PLATFORM. YOU ACCEPT THAT, AS A CORPORATION, MOPIFY HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST MOPIFY'S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS OR DAMAGE. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT MOPIFY'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUB-CONTRACTORS AS WELL AS MOPIFY. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13. Indemnification.

You hereby agree to indemnify, defend, and hold harmless Mopify, its licensors, and each such party's directors, officers, parent organizations, subsidiaries, affiliates, members, employees, agents, attorneys, independent contractors and vendors from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Mopify Platform, any Merchandise and/or any Professional Service, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Service Providers), and (v) Your Information and content that you submit or transmit through the Mopify Platform. Mopify reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Mopify.

14. Dispute Resolution and Arbitration.

a) Informal Resolution. Before commencing any arbitration or court proceeding, the parties agree to make a good-faith effort to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through informal negotiations. Informal negotiations shall commence upon written notice delivered by email or mail to the addresses provided by each party.

b) Mandatory Arbitration (Except Small Claims). Except for Disputes expressly excluded below, any Dispute shall be resolved by final and binding arbitration conducted in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted before a single arbitrator appointed pursuant to the rules of ADR Chambers, ADRIC, or another mutually agreed Canadian arbitration provider. The arbitration shall be conducted in English. Each party shall bear its own legal costs, subject to any costs award the arbitrator may make under applicable law. The arbitrator shall have exclusive authority to determine the interpretation, applicability, enforceability, or formation of this arbitration agreement.

c) Excluded Disputes. The following Disputes are excluded from mandatory arbitration: 1. Individual claims brought in small claims court, subject to Section 15 (Jurisdiction); 2. Claims seeking injunctive or equitable relief; 3. Claims relating to the enforcement or validity of intellectual property rights; and

d) Class Action Waiver. To the fullest extent permitted by applicable law, the parties agree that any Dispute shall be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

e) Severability. If any portion of this Section 14 is found to be invalid or unenforceable, such portion shall be severed and the remainder shall remain in full force and effect.

15. Governing Law; Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any legal proceeding arising out of or relating to this Agreement, including any claim brought in small claims court, shall be brought exclusively in the courts of the Province of Ontario, and the parties irrevocably attorn to the jurisdiction of such courts.

16. Assignment.

This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.

17. General Provisions.

No agency, partnership, joint venture, employer-employee or franchiser/franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Mopify with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. You agree that regardless of any statute or law to the contrary, any Dispute, claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such Dispute, claim or cause of action arose or be forever barred. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Mopify. Mopify's address for such notices is: info@mopify.com and/or by mail to Mopify Inc., Attn: Legal, 207-120 Iber Road, Ottawa, ON K2S 1E9. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Mopify, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Mopify shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Mopify's reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of Service Providers to perform, flood, fire, explosion, acts of terrorism or accident.

18. Changes to this Agreement.

We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Mopify Platform. Your continued use of the Mopify Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

19. Severability.

These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

20. Contact Information.

If you have any questions regarding this Agreement, please contact us at info@mopify.com or by mail at the following address:

Mopify Inc. Attn: Legal 207-120 Iber Road Ottawa, ON K2S 1E9

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE TERMS OF USE AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE MOPIFY PLATFORM IS AN ACKNOWLEDGEMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Last updated: July 23, 2018