If Shopify causes you financial harm, the most you can recover is either $100 or the total fees you paid Shopify over the past 12 months, whichever is greater. You also cannot recover for lost profits, lost data, or indirect damages.
This analysis describes what Shopify's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
For merchants who generate significant revenue through their Shopify stores, the liability cap means that even a catastrophic platform failure causing substantial business loss would result in minimal compensation from Shopify.
A merchant experiencing a major platform outage, data breach, or wrongful account termination that causes tens of thousands of dollars in business losses would be limited to recovering at most their annual Shopify subscription fees, and could not recover for lost profits or other consequential damages.
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Except as stated in Section L.3.b, the liability of each party, and its affiliates and licensors, for any damages arising out of or related to these Terms (i) excludes damages that are consequential, incidental, special, indirect, or exemplary damages, including lost profits, business, contracts, re...
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WHATNOT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORT...
In no event will either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable by Customer in the twelve (12) months preceding the claim. In no event will either party be liable for any indirect, incidental, special, consequential, or punitive d...
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"In no event shall Shopify, our officers, directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of (or failure to access or use) the Service or any conduct or content of any third party on the Service. In no event will Shopify's aggregate liability to you exceed the greater of one hundred dollars ($100) or the amount you have paid Shopify in the last 12 months.— Excerpt from Shopify's Shopify Terms of Service
REGULATORY LANDSCAPE: Limitation of liability clauses are standard in commercial SaaS agreements and are generally enforceable in most US jurisdictions for business-to-business contracts. However, EU Unfair Contract Terms Directive and national implementations may render such caps unenforceable where they cause a significant imbalance in the parties' rights and obligations, particularly for smaller merchants. UK courts have also scrutinized liability exclusions under the Unfair Contract Terms Act 1977 for reasonableness. GOVERNANCE EXPOSURE: High. The 12-month fee cap is a materially narrow recovery ceiling for merchants whose businesses generate revenue far exceeding their Shopify subscription cost. Combined with the exclusion of consequential and indirect damages (including lost profits), this clause substantially limits practical legal recourse following significant platform failures or wrongful terminations. JURISDICTION FLAGS: EU and UK merchants may have stronger protections under applicable unfair contract terms legislation that could limit the enforceability of this cap, particularly where the cap bears no reasonable relationship to the potential harm. California courts have in some cases scrutinized unconscionable limitation clauses in adhesion contracts. The cap may also interact with data breach notification laws where a Shopify security incident causes merchant or consumer harm. CONTRACT AND VENDOR IMPLICATIONS: Enterprise merchants negotiating Plus-tier agreements should seek to expand liability caps commensurate with their revenue exposure. Procurement teams should note that the standard terms limit recovery to 12 months of fees, which may be inadequate for large-volume merchants. Insurance programs covering platform dependency risk (business interruption, cyber liability) should be evaluated as a mitigation strategy. COMPLIANCE CONSIDERATIONS: Legal teams should model maximum potential recovery under this cap against the merchant's actual revenue exposure on the platform. Where the gap is material, contract negotiation or insurance mitigation strategies should be pursued. Teams operating in the EU or UK should obtain local legal advice on whether this cap is enforceable in those jurisdictions.
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For merchants who generate significant revenue through their Shopify stores, the liability cap means that even a catastrophic platform failure causing substantial business loss would result in minimal compensation from Shopify.
A merchant experiencing a major platform outage, data breach, or wrongful account termination that causes tens of thousands of dollars in business losses would be limited to recovering at most their annual Shopify subscription fees, and could not recover for lost profits or other consequential damages.
ConductAtlas has identified this type of provision across 14 platforms. See the full comparison.
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