Disputes between non-US merchants and Shopify are governed by Ontario, Canada law and must be brought in Toronto courts. US merchants use arbitration instead.
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
The provision establishes the legal framework and forum for interpreting and enforcing the agreement, requiring disputes to be adjudicated under Canadian law in a specific geographic jurisdiction rather than in the user's local courts or under local law.
Interpretive note: Enforceability of the Ontario governing law and Toronto forum selection clause varies significantly by jurisdiction; EU, UK, and Australian mandatory law provisions may override this clause in practice, but the outcome in any specific case is fact and jurisdiction dependent.
The updated terms clarify the legal identity of the Shopify entity you contract with and establish which courts have exclusive jurisdiction to resolve disputes, depending on your store's billing address. Previously, the terms specified exclusive jurisdiction by region (Ontario for US/Canada, Singapore for Asia Pacific, Ireland for EMEA and other areas). The revised structure presents this information in a table format and adds explicit language stating that disputes can only be brought in the courts listed for your region, with those courts having exclusive jurisdiction. Shopify Inc. may act as a billing agent for other Shopify entities to collect fees and remit taxes in some jurisdictions. You can review the contracting party and forum table in Section 13 to confirm which entity and courts apply to your store based on your billing address.
View change record →A merchant based in the EU, UK, or Australia who disputes a Shopify account termination or fee charge would, under these terms, need to pursue that claim under Ontario law in Toronto courts, which creates practical barriers that may effectively deter smaller claims.
How other platforms handle this
In the EU and EEA, the choice of Texas governing law shall not apply only where a mandatory consumer protection law explicitly prohibits such choice of law provisions.
For any claims that are not subject to arbitration...U.S. Residents: Delaware law; venue exclusively in the state or federal courts in New Castle County, Delaware
These Terms are governed by the laws of the State of California and the United States without regard to conflicts of laws provisions
"These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Ontario, Canada and the laws of Canada applicable therein. Except for merchants in the United States (who agree to resolve disputes through arbitration as described above), you consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, Canada to resolve any disputes.Excerpt from Shopify's Terms of Service
REGULATORY LANDSCAPE: Choice-of-law and choice-of-forum clauses are common in cross-border commercial contracts but face enforceability limitations in many jurisdictions.
Enforcement risk, jurisdiction flags, contract triggers, and due diligence action items.
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The provision establishes the legal framework and forum for interpreting and enforcing the agreement, requiring disputes to be adjudicated under Canadian law in a specific geographic jurisdiction rather than in the user's local courts or under local law.
A merchant based in the EU, UK, or Australia who disputes a Shopify account termination or fee charge would, under these terms, need to pursue that claim under Ontario law in Toronto courts, which creates practical barriers that may effectively deter smaller claims.
ConductAtlas has identified this type of provision across 267 platforms. See the full comparison.
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