Any legal disputes with Shopify that make it to court (outside of arbitration) will be decided under Canadian law, in courts located in Ottawa, Ontario — not in your home country or state.
The Ottawa, Ontario governing law clause effectively places court-based dispute resolution out of practical reach for most non-Canadian merchants due to geographic, legal, and financial barriers — reinforcing the coercive effect of the mandatory arbitration clause.
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These Terms shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
The laws of the State of California govern our Terms, as well as any Disputes, whether in court or arbitration, which might arise between WhatsApp and you, without regard to conflict of law provisions.
These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 9.8 below.
US merchants, EU merchants, and others would need to litigate in Canadian courts under Canadian law, creating a significant practical and financial barrier to pursuing legal claims against Shopify.
(1) REGULATORY FRAMEWORK: Implicates conflict of laws principles under Private International Law; EU Rome I Regulation (EC 593/2008) on the law applicable to contractual obligations — EU courts may override this choice of law for consumer/SME merchant contracts where it deprives the party of mandatory protections under their home jurisdiction; EU Brussels I Regulation (recast) on jurisdiction; UK Private International Law rules post-Brexit; and the enforceability of foreign jurisdiction clauses under various US state laws, including California's rules on mandatory forum selection. (2)
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