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Shopify Terms of Service: Five Clauses Merchants Should Read First

This page is general information, not legal advice.

The Shopify Terms of Service are the contract behind every Shopify store. Who you contract with depends on your billing address. For merchants in the United States or Canada, it's Shopify Inc. and Shopify Technology (USA) Inc. This page reviews the version "Last updated on: October 20, 2026," where five clauses shift cost or risk onto you. For each one, you get the exact wording, why it matters and what to ask for instead. Most merchants can't negotiate these terms, so use this as a checklist. Rules vary by jurisdiction.

1. The license over 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. ... 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.

Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30.

Why it works against you

"Materials" covers a lot: product photos, descriptions, prices, code, reviews and your trademarks. You keep ownership, but Shopify can modify your content, create derivative works and sublicense it. It can also promote your products in channels run by its partners. You also "irrevocably waive any and all moral rights you may have in the Materials in favour of Shopify." Deleting your store doesn't end every license, because "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." See perpetual content licenses explained.

What to ask for instead

Sample wording to propose (illustrative): "The license is limited to operating the merchant's store and ends when the merchant deletes their account. Shopify will not modify the merchant's trademarks or promote the merchant's Materials in partner channels without opt-in consent."

2. Termination for any reason, without notice

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.

Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30.

Why it works against you

Suspicion is enough, and no reason is required at all. Once your account is terminated, "your Shopify Store will be taken offline," any outstanding balance "will immediately become due and payable in full," and you "will not be entitled to any refunds of any Fees, pro rata or otherwise." If your store is your main sales channel, that can mean losing revenue overnight. See termination for convenience clauses explained.

What to ask for instead

Sample wording to propose (illustrative): "Except where required by law or to stop ongoing fraud, Shopify will give written notice of the reason and a reasonable period to fix the issue before terminating, allow the merchant to export store data, and refund prepaid fees for any unused period."

3. You cover Shopify for your customers' claims

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Shopify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (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 (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.

Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30.

Why it works against you

Point (c) covers "any aspect of the transaction" with your customer, so a refund or fraud dispute can turn into a legal bill for you. The obligation runs one way, since Shopify gives no matching promise to you. Shopify also excludes liability for "loss of profits, goodwill, use, data" even where it is negligent, to the extent the law allows. A separate indemnity covers third-party apps you install. See indemnification clauses explained and limitation of liability clauses explained.

What to ask for instead

Sample wording to propose (illustrative): "The merchant's indemnity does not cover claims caused by Shopify's own negligence, platform errors or breach of these Terms. Shopify will indemnify the merchant for claims that the Services themselves infringe third-party rights."

4. Changes that take effect immediately

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. ... However, Shopify may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30.

Why it works against you

Shopify promises "reasonable advance notice" of materially adverse changes, but it doesn't say how many days. The exceptions are broad, and point (ii) lets Shopify restrict your product category at once. For fees, you get "30 days advanced notice," and Shopify "will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services." If you keep using the platform, you have accepted the change. Wallet terms like Shop Pay's work the same way. See unilateral amendment clauses explained.

What to ask for instead

Sample wording to propose (illustrative): "Shopify will give at least 30 days' notice of any materially adverse change, with a summary of what changed. Merchants who object may cancel and receive a pro rata refund of prepaid fees."

5. Ontario courts and law

Any dispute or claim relating to the Services or these Terms of Service can only be brought in the courts listed in the table below. Those courts have exclusive jurisdiction, and each party agrees to that jurisdiction and will not object to it.

Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30.

Why it works against you

For merchants billed in the United States or Canada, the forum listed is "Courts of the Province of Ontario, Canada." The terms are also governed by "the laws of the Province of Ontario and the laws of Canada applicable therein." For a merchant elsewhere in North America, that can make even a small claim costly. Other regions are sent to Singapore or Ireland. Shopify can also "assign these Terms of Service without notice to you or consent from you," but you can't assign them without its consent. Whether these terms bind you is a question for a qualified lawyer. See governing law and jurisdiction clauses explained.

What to ask for instead

Sample wording to propose (illustrative): "Merchants may bring claims in the courts where their business is located, including small claims court, and the law of the merchant's home jurisdiction applies where it gives more protection."

Also worth a look

"Shopify does not provide refunds" (Source: https://www.shopify.com/legal/terms, retrieved 2026-10-30). If a payment fails for 28 days, Shopify may suspend your account. Domains bought through Shopify are set to renew automatically each year until you switch that off. Apps from the App Store are "entirely at your own risk and discretion." If you also sell on marketplaces, compare the Etsy seller policy explained.

Scan your own document free

Shopify adds separate terms for Payments, Shipping, Shop Pay and apps, and they change over time. Upload a contract or terms as a PDF, DOCX, TXT or MD file, or photograph it, using the ScanMyTerms Terms of Service checker. In about a minute, you get a list of clauses that work against you, each with a risk level, the exact wording, why it hurts and how to change it. The free preview needs no sign-up and shows the risk count and the first two findings. The full report is $5. ScanMyTerms doesn't use your documents to train AI models, and reports are deleted after 7 days.

This page is general information, not legal advice.

Sources

Check your Shopify terms or any contract with the free preview, no sign-up needed