commerce · Shopify
You’re creating on Shopify, which means…
Shopify never claims your products, and it insists it is not the marketplace — the sale is yours. What it does claim is the right to switch the store off for any reason, without notice, and keep the fees.
Shopify gives you a different contract depending on where you are. This page reads all 2; every clause below says which one it comes from.
What they own
Nothing you uploaded. Section 8.1 says it in its own words: “We do not take ownership of the Materials that you provide to Shopify; however, we do require a license to your Materials.” The second agreement says the same about software you build on top: “Shopify does not acquire ownership in your Application”.
What you own
Your products, photos, product descriptions, prices, store content and your trademarks — all of it is “Materials,” and “If you owned the Materials before providing them to Shopify then, despite uploading them to your Shopify Store they remain yours”. You also own the sale itself. Shopify writes twice that “the Services are not a marketplace”, and adds that “Shopify is not the seller or merchant of record”. The contract of sale is “directly and only between you and the customer”.
What you don’t
Notice, a refund, or a way to end the licence. Shopify “may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time”. Then “your Shopify Store will be taken offline”, “you will not be entitled to any refunds of any Fees, pro rata or otherwise”, and “you will no longer be able to access your Account”. Nothing in either document promises you an export. And “Removing your Shopify Store does not terminate any rights or licenses granted to the Materials”.
What they can do with it
Host, copy, store, modify, translate, broadcast and “create derivative works of” your products and store content, worldwide and free. They can “list, combine, feature, and promote your Materials, Store, and Your Trademarks in any channel operated by Shopify or Shopify partners” — including the Shop app, unless you turn it off yourself. The licence is transferable and sub-licensable, so it can be handed on.
The clauses
The licence covers the products, not just the photos
We do not take ownership of the Materials that you provide to Shopify; however, we do require a license to your Materials. You hereby grant Shopify a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of your Materials. We may, for example, use our rights under this license to operate, provide, evaluate, enhance, improve, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. As part of providing the Services, Shopify may list, combine, feature, and promote your Materials, Store, and Your Trademarks in any channel operated by Shopify or Shopify partners.
… Shop is a sales channel that is only available to Eligible Merchants and will display Materials from your Shopify Store. If you do not wish for your Materials to be available in Shop, it is your responsibility to manage or deactivate this Service. … Shopify reserves the right to refuse a Merchant access to or use of all or part of the Shop for any reason and at any time without prior notice.
Read the definition first
“Materials” is defined back in Section 1 as “Your Trademarks, copyright content, any products or services you sell through the Services (including description and price)” plus photos, video, code and business data. Your product line, your copy and your pricing are all inside this licence.
Transferable and sub-licensable
Shopify can pass the licence to another company, and can license it onward. The clause names “Shopify partners” as a channel your store and trademarks can be promoted in.
Two words that aren’t here
“Perpetual” appears zero times in either document, and “irrevocable” never modifies this licence — the one irrevocable thing in the Terms of Service is the moral-rights waiver in the next clause. This licence is not written to last forever on its face — the survival language later in Section 8.1 is what keeps it alive after you leave.
Shop is opt-out
Your listings run in Shopify’s own consumer app unless you go and switch it off — the document puts that burden on you. The same section lets Shopify refuse you access to Shop “for any reason and at any time without prior notice”.
Closing the store doesn’t close the licence
Shopify Terms of Service — Section 8.1, Your Materials ↗
You irrevocably waive any and all moral rights you may have in the Materials in favour of Shopify and agree that this waiver may be invoked by anyone who obtains rights in the materials through Shopify, including anyone to whom Shopify may transfer or grant (including by way of license or sublicense) any rights in the Materials.
If you owned the Materials before providing them to Shopify then, despite uploading them to your Shopify Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Shopify Store at any time by deleting your Account. Removing your Shopify Store does not terminate any rights or licenses granted to the Materials that Shopify requires to exercise any rights or perform any obligations that arose during the Term.
Where “irrevocably” lands
The Terms of Service use “irrevocably” exactly once, and it is here — attached to the waiver of your moral rights, not to the content licence above it. The API License Terms contain a second moral-rights waiver, given by developers over anything that counts as Shopify Property.
It runs to strangers
The waiver can be invoked by “anyone who obtains rights in the materials through Shopify”. You are waiving those rights against companies you will never be told the names of.
Deleting is not undoing
You can take the store down. Section 16 lists Section 8.1 among the clauses that survive termination, and this sentence says removing the store does not end the licences Shopify needs for rights that arose during the Term.
They can end it for any reason, without notice, and keep the fees
Shopify Terms of Service — Section 14, Term and Termination ↗
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. … Upon termination of the Services by either party for any reason: Shopify will cease providing you with the Services and you will no longer be able to access your Account; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; any outstanding balance owed to Shopify for your use of the Services through the effective date of such termination will immediately become due and payable in full; and your Shopify Store will be taken offline.
“For any reason”
Fraud is given as an example, not as the limit. The standard is suspicion, and the trigger is any reason at all.
Losing the account means losing the list
The consequence written down is that you can no longer access your Account. That your orders and customer records sit inside it is how the product works rather than something either document states — what the documents do say is nothing about an export, a grace period, or a copy of your data on the way out.
The balance runs one way
What you owe Shopify becomes payable in full immediately. What Shopify holds of yours is not addressed here at all — Section 5 says flatly, “Shopify does not provide refunds.”
28 days to a suspension, 60 more to a termination
Shopify Terms of Service — Section 5, Payment of Fees and Taxes ↗
If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Shopify reserves the right to terminate your Account in accordance with Section 14.
The two numbers
28 days from the first failed charge to suspension; 60 days from suspension to termination. Both windows in this clause are deadlines for you — neither is a period in which Shopify owes you anything.
Reactivation costs extra
Getting the account back is not just paying what you owe. It is “any outstanding Fees, plus the Fees applicable to your next billing cycle.”
The store goes dark first
During suspension you may lose access to both the admin and the storefront. The billing failure that starts the clock can be as ordinary as an expired card.
One window runs the other way
Section 15 does commit Shopify to a clock: “We will provide you with 30 days advanced notice prior to any changes in Fees”. That is notice of a price change, not of a termination — Section 14 keeps that one at no notice at all.
Refunds and fraud are yours, and the word “chargeback” never appears
You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly and only between you and the customer. You are the seller or merchant of record for all sales through the Services. … This includes, but is not limited to, authorizing the charge to the customer in respect of the customer's purchase, determining and collecting taxes, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance…
You agree to indemnify and hold us … harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of … (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws…
Merchant of record
This is the sentence that keeps the customer relationship yours, and it is the same sentence that puts every refund and every fraudulent order on your side of the line.
The words that are absent
“Chargeback” and “payout” appear zero times in the Terms of Service and zero times in the API License Terms. Every use of “reserve” and “reserves” in the Terms of Service is Shopify reserving a right — never money held back from you. The rules about when you get paid are not in either document you are reading.
Where those rules live instead
Section 9.1 lists Shopify Payments and Shopify Capital as “Additional Services”, whose use “may be subject to additional and separate fees, terms, and policies”. If you want to know when funds can be held, that is the contract to go and find — it is not this one.
The other agreement, and who owns the customer data inside an app
API License. Subject to the Terms, Shopify grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Shopify API…
To the extent, if any, that ownership of any Shopify Property does not automatically vest in Shopify by virtue of the Terms, or otherwise, and vests in Developer, Developer hereby transfers and assigns to Shopify, upon the creation thereof, all rights, title and interest Developer may have in and to such Shopify Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
As between Developer and Shopify, Shopify shall own all right, title and interest in any Merchant Data that Shopify receives as a result of a Merchant’s installation or use of an Application, and all such Merchant Data shall be subject to the Shopify Terms of Service and the Shopify Privacy Policy.
… except where prohibited or varied by applicable law, delete all originals, copies and reproductions of the Merchant Data within 30 days when (A) the Merchant uninstalls the Application…
This grant runs the other way
“Shopify grants you” — the API licence is one they give, not one they take, and the limiting words are on your side of it: non-transferable, non-sublicensable, revocable. It reads almost identically to the licence in Section 8.1 of the main Terms, which runs in the opposite direction.
Merchant Data includes your customers
The definitions section says “Merchant Data” covers “business, financial and product information and any Customer Data”, and “Customer Data” covers order, payment and account information. As between an app developer and Shopify, Shopify owns whatever of it reaches Shopify.
An assignment, not a licence
Anything a developer builds that counts as Shopify Property is not licensed to Shopify — ownership transfers at the moment of creation, and the moral-rights waiver rides along with it. The reassuring sentence in the same section, “Shopify does not acquire ownership in your Application”, is the other half of this one.
The 30-day rule protects you
When you uninstall an app, its developer has 30 days to delete every copy of your data, and Section 6 requires apps to sync customer and order data back to your store admin. This deadline is written against the developer rather than against you.
Not the merchant’s contract, but it binds your store
This is a developer agreement. Section 4 of the main Terms points you at it anyway — “The API Terms govern your access to and use of the Shopify API” — and every app you install is operating under it.
The 2 agreements
Due Dilly reads the paperwork and reports what it says. This is not legal advice.