Last Updated: December 1, 2023
Effective as of: December 15, 2023
SERVICE TERMS – SHOPIFY
MARKETS PRO
These Service Terms – Shopify
Markets Pro (these “Service Terms”)
constitute a legal agreement between Global-e and Merchant.
As used in these
Service Terms, “we”, “us”, “our” or “Global-e” means
the contracting party of the Global-e group (as defined in Section 12 hereof)
providing the Markets Pro Services as defined herein. “you”, “your” “Merchant” or “Shopify User” means the individual (if the business is a sole
proprietorship) or the business (if signing up on behalf of a legal entity)
that has applied and qualified for participation in the Markets Pro Services. “Shopify” means Shopify Inc. or the
applicable Shopify contracting party (as defined in the Shopify Terms of
Service available here). Each of Global-e and Merchant may
be referred to as a “Party” and
collectively, the “Parties” for the
purpose of these Service Terms.
By applying for Markets Pro
Services, or by otherwise activating or using Markets Pro Services in any way,
you are agreeing to be bound by these Service Terms.
Additionally, you agree to be
bound by all other terms and conditions contained or otherwise referenced in
these Service Terms. You also agree that you are subject to and will comply
with any terms and conditions that govern the use of any services offered by
Shopify through which Markets Pro Services are made available.
By accepting
these Service Terms, you are also accepting and agreeing to be bound by Global-e’s Acceptable Use Policy, Global-e Data Protection Addendum and Privacy Policy. In addition, you must carefully
review the Terms of Sale governing the sale to the Shopper
(as defined below).
We reserve the right to
update and change these Service Terms from time to time by posting
updates and changes here. You are
advised to regularly check these Service
Terms for any updates or changes that may impact you. If you do not accept such
changes, you must cease using the Markets Pro Services.
1. SERVICES; ONBOARDING
1.1. The Markets Pro offering and
services performed pursuant to these Service Terms as fully set out herein (the
“Markets Pro Services” or “Services”)
will be enabled after you complete the activation process for Markets Pro on
Shopify’s commerce platform that is accessible by you through your Shopify
Admin (the “Shopify Platform”). You
must follow and complete all steps stated therein. As part of the Markets Pro
Services, we will provide merchant of record and exporter of record services,
including the required know-how and merchant support services.
1.2. The Global-e contracting
party (as defined in Section 12), acting as the merchant of record, will sell
products that are made available for cross-border sale on your online store
hosted by Shopify (“Products” and
"Store" respectively)
directly to individual customers (each, a “Shopper
and collectively, the “Shoppers”)
who have initiated a transaction in respect of Products on your Store and who
desire to have the purchased Products delivered to a designated address located
outside of the United States
(“Destination(s)”). Upon completing
the activation process for Markets Pro Services, all Destinations supported by
Markets Pro Services will be enabled on your Store. If you would like to use
Markets Pro Services in only select Destinations, you will need to manually
change the Destinations operated by the Markets Pro Services through the
Shopify Platform. The Shopper will be the “importer of record” of the purchased
Products and we will cause the required documents to properly reflect that.
1.3. KYC. You hereby agree and authorize us, that at any time while
these Service Terms are in effect, we may conduct anti-money laundering (“AML”) and/or “know your customer” (“KYC”) validation processes to confirm
your identity, to evaluate your business, to obtain financial information,
credit information and your Personal Data (including from third parties)
relating to you, your directors, officers and principals, or take any other
action required in order to satisfy applicable AML or KYC compliance
requirements or other compliance and legal obligations (the “KYC Process”). You authorize Shopify,
to the extent within its possession, to share information required by Global-e
or any third party to perform the KYC Process as set forth in this Section 1.3.
This includes, but is not limited to, your name, your business or trade name,
state in which you are incorporated, tax identification number, business
address, your beneficial owner’s ID or passport number and date of birth,
storefront URL, settlement currency, product catalog, expected transactional
volume, average fulfillment period, warehouse location, bank name and address
and bank account information. You must cooperate with the KYC Process and
provide us or Shopify with documents required from time to time. We reserve the
right to terminate these Service Terms with immediate effect at any time before
the KYC Process is completed or not completed satisfactorily, and the right to
refuse or rescind any Markets Pro Services without any fault on our end if such
KYC Process is not completed satisfactorily or if you fail to cooperate with
our reasonable KYC requests from time to time. We also reserve the right to
retain any funds and not disburse or pay any such funds if this KYC Process is
not completed satisfactorily.
2. SETUP AND ACTIVATION; CONFIGURATIONS
2.1. Markets Pro Application; API. You must activate and make
such configurations required through the Shopify Platform before Markets Pro
Services can be accessed and used. Neither Shopify nor Global-e will be
obligated to render or perform any Markets Pro Services if Merchant fails to
properly activate and enable Markets Pro on the Shopify Platform. You commit to
having and making available the necessary resources required to achieve the
above objectives in a timely manner. You will be solely responsible (at your
own cost and labor) for the performance and the availability of your Store, as
well as continually reviewing and updating all Store settings required to
enable Markets Pro Services, including the appropriate configurations and
settings of the Store and any systems and telecommunications facilities
necessary to enable you to operate your Store and receive Markets Pro
Services. In certain cases we may
provide you with an API to our approved 3rd party logistics providers (the “Supported External Fulfillment API”), allowing
you to perform certain functions described in these Service Terms automatically
through the Supported External Fulfillment API.
2.2. Business Rules and Shipping Policies. Before using Markets Pro
Services, you are responsible for configuring, reviewing and signing off on the
Business Rules and the Shipping Policies. “Business
Rules” refers to per-Destination settings, configurations, rules and other
proposition selections made through the Shopify Platform to determine the
manner by which products will be priced and sold to a Destination. “Shipping Policies” refer to the
selection of shipping services through the Shopify Platform, including the
applicable shipping Rate Card available for your merchant offering and the
rates and fees charged to your Shoppers on checkout. Neither Global-e nor
Shopify will be responsible or liable if you fail to follow the requirements of
this section or for any misconfiguration of the Business Rules or the Shipping
Policies. You are responsible for reviewing and making any necessary updates to
your Business Rules and Shipping Policies.
2.3. Product Pricing. You will be required and responsible for setting and
configuring the Products sale price (in USD or in the currency of the Shopper)
through the Shopify Platform in accordance with the terms and conditions of the
Shopify Platform, including any pricing rules applicable to the base price of a
Product. The price of Products displayed on the Store and paid by the Shopper
will be rendered based on the rules and requirements set forth on the Shopify
Platform, including the applicable FX rate (including spot rate and conversion
fee) which will be automatically included in the Product price if
using dynamic exchange rate conversions) (the “Product Sale Price”).
2.4. Shopper Shipping Charges. Using the Shopify Platform, you
will be required to set the Shipping Policies including the shipping fees which
will be charged to each Shopper on checkout. As between you, Shopify and
Global-e, you will be solely responsible and liable for any and all shipping
charges, costs, fees or surcharges associated with the delivery (including
customs clearance) of a Customer Order, and any difference between such amounts
and the amount configured to be charged to the Shopper pursuant to the Shipping
Policies will constitute a Permitted Deduction and billed to you as part of the
reconciliation process. Markets Pro will handle the operational management and
contracting of any carrier engaged to provide shipping, delivery and customs
clearance services for Markets Pro Services (each, a “Contracted Carrier”). The availability of and the services provided
by each Contracted Carrier for Markets Pro Services may vary, and are subject
to periodic changes and updates. We will reconcile with these Contracted
Carriers any fees and charges related to the contracted services. Specifically,
you agree to the terms of service of DHL eCS as a Contracted Carrier which are
available here.
2.5. Each Payout File will provide
the relevant details of the eligible consignments shipped, including any
differences in shipping charges related to the actual chargeable measurements
(e.g. shipping dimension and weight) based on the then-applicable Rate Card. In
the event of a difference (e.g. shortfall or excess) between (A) the Weights
used by the system based on your inputs on the Shopify Platform to determine
the estimated shipping cost of the consignments as stated in the order (the
“Estimated Weights”), and (B) the Actual Chargeable Weights of the consignments
based on the then-applicable Rate Card, such difference in amount between items
(A) and (B) will be reconciled as follows: any amount owed to us (i.e. in the
event that the Actual Chargeable Weights were greater than the Estimated
Weights used) shall be deemed a Permitted Deduction and we may deduct such
amount from the Merchant Payout Amount or invoice you for such difference. Any
amount owed to you (i.e. in the event that the Estimated Weights were greater
than the Actual Chargeable Weights) will be set-off by way of a credit note in
the next reconciliation cycle as per Section
4. For purposes hereof, “Weights”
shall mean the applicable volumetric (dimensional) or dead-weight, as
applicable, and “Actual Chargeable
Weights” shall be based on the most accurate weight reported by the
Contracted Carrier at the time of the report (i.e. based on Contracted
Carrier’s reported weights or invoiced weight, and in the absence of both, the
Estimated Weight used by the system).
2.6. For the avoidance of doubt,
neither Global-e nor Shopify provides any guarantee in the accuracy of the
shipping charges based on the Estimated Weights that are displayed to your
Shoppers on checkout. You are responsible for ensuring that you enter accurate
Weights of each Product on your Store on the Shopify Platform.
3. ORDER CREATION AND MANAGEMENT; ORDER FULFILLMENT
3.1. Order Processing. Your Store cart (“Cart”) will be processed for payment
authorization through the Shopper’s selected payment method, fraud detection
and prevention, and determining any applicable Taxes. Subject to successful
processing, an order will be created on your Store (“Customer Order”). Global-e will be relying on the data received
from the Shopify Platform with respect to the accuracy of the Cart content and
the Customer Order and Product data contained therein. We will have the right
to cancel any order for reasons including payment declined, fraud or other
circumstances reasonably determined and assessed by Global-e.
3.2. Taxes and Duties. Based on the Product, Customer
Order and customer shipping information received at the time of checkout, we
will estimate the taxes (such as import taxes, sales taxes, value added tax or
similar taxes), customs duties or other charges or fees that may be imposed on
the order (such fees, the “Taxes”),
and apply such Taxes. When Customer Orders are delivered by a Contracted
Carrier, we will guarantee the amount of Taxes to you and the Shopper and be
responsible for paying such Taxes to the relevant authorities or brokers as
long as Taxes were paid on checkout by the Shopper or already included in the
Product Sale Price as a subsidy (the “Taxes
Guarantee”).
3.3. Order Fulfillment. You will be responsible for
fulfilling the order, including picking and packaging the Products underlying
each Customer Order, and generating all the required shipping and customs
documents through the Shopify Platform or the Supported External Fulfillment
API, as applicable. You may not amend a Customer Order, but you may cancel it
in full and authorize a refund. Any partially fulfilled Customer Orders will
only be included in payouts when a ‘dispatched’ tracking event is received from
the carrier.
Customer Orders will be
prepared for delivery to the Shopper by way of applying all necessary
international shipment documents (e.g. shipping label, export documents and
commercial/VAT invoice), as made available to you through the Shopify Platform
or Supported External Fulfillment API, as applicable (such documents, “International Shipping Documents”). You
may not use any documents other than the International Shipping Documents made
available to you through the Shopify Platform or the Supported External
Fulfillment API, unless such documents are separately approved by Global-e. You
will process the Customer Orders at your facility or a third-party provider’s
facility that has been approved by Global-e, which will include the
International Shipping Documents being produced by your personnel, updating the
status of the processed Customer Order and making the processed Customer Order
available for dispatch and pickup for delivery straight to the Shopper.
Customer Orders fulfilled in multiple parcels may incur additional shipping
charges.
3.4. Shipping and Delivery; Rates. No carrier other than Contracted
Carriers may be used for shipping and delivery of fulfilled Customer Orders
through Markets Pro Services. Global-e will manage the shipping and delivery
performed by Contracted Carriers, including but not limited to managing lost or
damaged Product disputes and customs clearance in supported Destinations, and
will offer the Taxes Guarantee pursuant to Section 3.2. Shipping and delivery
costs, including all charges and fees of Contracted Carriers, are stated in the
assigned rate card available for Markets Pro Services on the Shopify Platform
(“Rate Card”). The Rate Card will be
assigned based on your actual shipping volumes; provided that, the initial Rate
Card will be assigned based on your last twelve (12) months of shipping data
from your activation date of Markets Pro Services (such date, the “Activation Date”), and such Rate Card
as well as any additional shipping or accessorial fees and surcharges may be
updated from time to time, and we will exert reasonable efforts to notify you
in writing in advance of such changes taking effect. The initial Rate Card will
be re-assessed the quarter following the Activation Date, and thereafter every
12 months, using your actual shipping data, and a new Rate Card may be assigned
to you from time to time, in which such newly-assigned Rate Card will apply
from that point onwards. We reserve the right to true-up any amounts if you
should have been assigned a lower tier Rate Card and billed for the difference
of any shipping costs, fees and charges under that lower tier Rate Card. We may
waive or delay, at our sole discretion, our right to true-up any such amounts.
If a carrier which is not a Contracted Carrier is used, certain features of
Markets Pro Services will be unavailable, including the Taxes Guarantee and
claims for Products lost-in-transit.
3.5. Title. As principal, you grant Global-e the legal right to act as
the seller and merchant of record, and as the exporter of record. Once you have
completed fulfilling and processing a Customer Order, flash title to the
Products will transfer to Global-e allowing Global-e to complete the
transaction with the Shopper, acting in Global-e’s name but for your account.
You will be deemed to have sold the Product to Global-e prior to the export or
subsequent sale to the Shopper, and simultaneously we will be deemed to have
forthwith sold the Product to the Shopper.
3.6. Lost in Transit. Subject to Section 3.4, any loss or damage to
Products during transit to the Shopper using a Contracted Carrier will be our
responsibility and liability, up to the loss coverage amount provided by such
Contracted Carrier. We will manage the loss claim with the Contracted Carrier.
The difference between the Contracted Carrier’s loss coverage amount and the
amount required to be refunded and paid to the Shopper in respect of such loss
will be a Permitted Deduction and reimbursed to Global-e as part of the reconciliation
process outlined herein. Global-e will not be liable or responsible for any
loss or damage caused to Products while at your warehouse. Global-e will not be
liable for any loss by an untracked shipment service (if you elect to use such
level of service). “untracked” shall
mean a shipment method that does not provide full shipment tracking information
(i.e. information until the time of delivery).
3.7. Cancellations. Shopper cancellations will be only in accordance
with the terms and conditions under the applicable Terms of Sale. We may cancel
any Customer Order in cases of technical issues unrelated to us, any Customer
Order determined to be fraudulent or where payment was declined by the
Shopper’s bank.
3.8. Refunds. You will confirm, through the Shopify Platform, the
eligibility of all or part of a Customer Order for refund and will authorize
the amount eligible for refund, which will automatically trigger a conforming
refund by Global-e through the same payment method and in the same currency
used for such Customer Order. The refund amount you authorize, including any
costs and charges for shipping, taxes, duties or other fees due to be refunded
to Shopper or incurred in connection with such refund or return of items, will
be regarded as a Permitted Deduction, unless such refund or any costs or
charges are the direct result of our gross negligence or willful misconduct.
For greater clarity, you will not receive a refund of any applicable fees
outlined in Schedule 1 paid or owing to us in connection with an order being
refunded, whether in full or in part.
3.9. Chargebacks. Covered Chargebacks will be our responsibility and
liability unless you have overridden our decision to reject an order. All other
Chargebacks and associated costs, fees and charges imposed by the card issuer,
payment provider or other authorized entity will be your cost, and we will bill
and charge you such amounts as part of the reconciliation process as a
Permitted Deduction. We are under no obligation to dispute or take any action
with respect to non- Covered Chargebacks. “Covered
Chargebacks” means a demand by a card scheme or payment method to reverse
or refund a disputed or fraudulent transaction (such demand, “Chargeback”) other than those
Chargebacks: (i) related to fraud scenarios (otherwise known as “friendly
fraud”) where the perpetrator uses his or her own account and personally
benefits or is complicit in the fraud (e.g., a Shopper disputes a charge,
alleging it is not authorized, but such order is delivered to a verifiable
address of cardholder); or (ii) directly resulting from your activity or
inactivity (e.g. order is not fulfilled or partially fulfilled, refund is not
processed or item received is different than as described on your Store). You
agree that the relevant card scheme or payment method’s decision regarding the
validity and value of such Covered Chargebacks will be final and binding and we
will not be liable for decisions made by the card scheme or payment method.
4. RECONCILIATION PROCESS; PAYOUTS
4.1. Report; Invoicing. Your account statement and
associated statement reports, presented in USD (“Payout Files”), will be posted on the Shopify Platform four times a
month, on the 1st, 8th, 15th and 22nd of each calendar month (each, “Payout Day”). The Payout Files will
include all fulfilled Customer Orders transactions for which ‘Dispatched’
status was triggered since the previous Payout Day (each transaction, a “Payout Eligible Transaction”). The Payout
Files will also specify the applicable Product Sale Price and shipping information
(including shipping and tax subsidies), refunds made to Shoppers during the
reconciliation period and manual adjustments (such as service gestures). The
Payout Files will serve as the agreed basis for billing and reconciliation of
funds between the Parties. You undertake to promptly review the Payout Files
and notify us in case you have any concerns or disputes no later than 21 days
following the applicable Payout Day. If the Payout File results in a zero or
negative balance due for payout (whether due to discounts, returns, refunds,
non-Covered Chargebacks, shipping charges or when gift cards are used for
payment), then no payout will occur, and any negative balance will be carried
forward to the next positive Payout Day. Payouts will be issued once the
balance becomes positive. Notwithstanding the foregoing, Global-e reserves the
right to charge you for any outstanding negative balances (regardless of
whether such negative amounts are due to taxes, duties, shipping charges or
otherwise and due to any other costs, fees and expenses associated with the
Services) (such amounts, the “Negative Balance Amounts”), either by: (A)
directly debiting your bank account (“Bank
Account”) or charging your credit card (“Credit Card”) on file for such negative amounts; or (B) by
offsetting such negative amounts against past or future payouts. You hereby
authorize Global-e to periodically debit your Bank Account or charge your
Credit Card on file for any Negative Balance Amounts owed to Global-e under
these Service Terms or to credit or transfer funds to any of your accounts on
file, until this authorization is revoked. You waive any prior notice
requirements for Global-e to provide you with notice of a debit or charge for
Negative Balance Amounts owed to Global-e or amounts used to credit or transfer
funds to any of your accounts on file. Global-e may rely on this authorization
to make one or more attempts to collect all or a subset of the Negative Balance
Amounts owed. Your authorization under this section will remain in full force
and effect until (a) you have terminated these Service Terms and the Markets
Pro services hereunder or (b) all Negative Balance Amounts you owe under these
Service Terms are paid, whichever occurs later. If applicable debit scheme
authorization rules grant you the right to revoke your debit authorization,
then to the extent permitted by law, you waive that right.
4.2. Each account statement will
reflect, in USD, the Merchant Payout Amount for all the Payout Eligible
Transactions on each Payout Day, less Permitted Deductions (including deduction
of Taxes subsidized by you), which we will pay you in accordance with these
Service Terms. Shipping fees and charges will be based upon the applicable Rate
Card, and billed to you (as part of the reconciliation process) in addition to
any Permitted Deductions. The basis for calculating any applicable
percentage-based fee as a Permitted Deduction amount will be the Total Order
Value paid by the Shopper on checkout, such “Total Order Value” equals the total Product Sale Price of all items
purchased by the Shopper in a Customer Order, plus any associated shipping
charges and Taxes paid by the Shopper on checkout.
“Merchant Payout Amount” means the total Product Sale Price paid by
the Shopper for all Product items purchased and any manually adjusted amounts
remitted to you by Global-e on behalf of Shopify.
“Permitted Deductions” mean any costs or fees we incur as a result
of rendering the Markets Pro Services with respect to an applicable Customer
Order, including if such costs or fees result from your instructions or
approvals (e.g. subsidies), including but not limited to those related to (i)
any applicable fees referenced in Schedule
1 - Pricing attached
hereto; (ii) all costs and expenses for the fulfillment of a Customer Order
including Taxes and any charges relating to export, customs clearance,
transport and delivery, in each case required to be paid as a result of
shipping the Customer Order and any shortfalls between such amount and the
amounts we were instructed to charge the Shopper, and any difference amounts
pursuant to the true-up mechanism outlined in Section 2.4; (iii) non-Covered
Chargebacks; (iv) other fees, amounts or credits relating to returns, refunds,
re-shipments or processing un-deliverables to a Shopper; (v) actual costs
incurred as a result of your election to override any value that modifies
shipping prices, foreign exchange variances arising due to shipment of Products
(and capture) after the rate lock 30-day period expires, (vi) any other charges
made to cover your financial liabilities or negative balance (including
negative balance caused by an insufficient or low Merchant Payout Amount
relative to Permitted Deduction amount) owed to us during the term or
post-termination of these Service Terms; and (vii) any other costs, fees and
expenses included in these Service Terms or set by the Shopify Platform in
connection with the Services.
4.3. The net amount resulting from
deducting the Permitted Deductions from the Merchant Payout Amount, plus any
applicable Taxes, will be paid within three (3) business days following the
date on which the Payout Files were posted.
4.4. You acknowledge that Global-e
is expressly appointed as either yours or Shopify’s agent, as applicable, to
represent either you or Shopify and act on your or Shopify’s behalf, as
applicable, with respect to the payment of any money due to either you or Shopify.
We hereby confirm (and confirm that Shopify has acknowledged and agreed) that
payment of money from you to Global-e for delivery to Shopify satisfies and
discharges your payor obligations to Shopify with respect to money due
hereunder, but for the avoidance of doubt, not with respect to any money
otherwise owed for which you will remain liable to Shopify.
5. MERCHANT UNDERTAKINGS
5.1. You represent, warrant and
undertake that: (i) you have installed, enabled or activated (and if needed,
properly configured) all the relevant and required Shopify Platform
applications in order to receive and use the Markets Pro Services; (ii) you or
if you are an entity, then the person entering in to these Service Terms on
your behalf, are duly authorized and have full legal capacity to enter into
these Service Terms; (iii) no shareholder, board member, authorized signatory
or senior management of Merchant is related to a public official or their
immediate family members, and no shareholder, board member, authorized
signatory or senior management of Merchant has ever been investigated for,
convicted of, fined for, indicted for, or charged with a criminal offence or
regulatory breach, including, without limitation, any related to bribery or
corruption; (iv) you will supply Global-e with Products to which you have title
or other full legal right appropriate for the performance of these Service
Terms and which operate and perform in accordance with the respective Product
specifications (including with respect to the origin of the products or
materials, authenticity and genuineness), and include proper product labeling,
tags, manuals, brochures or certifications, as needed for the product; (v) all
intellectual property rights subsisting in or related to the Products are and
will continue to be your or your licensors’ sole and exclusive property and you
are not aware of any infringement in intellectual property rights subsisting in
the Products; (vi) the sale of the Products to Shoppers in accordance with
these Service Terms will not infringe any rights of any individual or entity
worldwide; (vii) you will provide us only with data (by any means) or
configuration applied by it (including, for example, the price list, Product
catalogue, business rules configurations, etc.) that is accurate, complete and
up-to-date and you will be solely and fully liable for any errors caused by the
inaccuracy or incompleteness of such data; and (viii) you will not transmit
data through the Markets Pro Services that you know or should know will corrupt
or jeopardize our or the Shopify
Platform’s computer systems and/or data.
5.2. You will be solely
responsible for all Product warranties (including warranty of conformity and
warranty for latent defects), and addressing any claims that Shoppers or any
eligible third parties may have relating to the Product including, without
limitation, any claims arising under consumer protection or similar
legislation, and/or any claims that the Product infringes the intellectual
property rights of any third party (including for being fake, counterfeit or of
an unlawful or illegal origin). You will be solely responsible for the
packaging of any items included in the Customer Order.
5.3. Each Party, or anyone acting
on its behalf in connection with procuring, connecting, authorizing or
otherwise operating the Markets Pro Services, has the full power and authority
to execute, deliver and perform this engagement under these Service Terms. These
Service Terms are valid, binding and enforceable against each Party in
accordance with its terms and no provision requiring a Party’s performance is
in conflict with obligations under any constitutional document, charter or any
other agreement (of whatever form or subject) to which each Party is a party or
by which such Party is bound. Each Party is duly organized, authorized and in
good standing under the laws of the country, region or state of its
organization and is duly authorized to do business in all other states, regions
or countries in which its business makes such authorization necessary or
required. In addition, the person performing the onboarding, app installation
or any other pre-service setup and thus consenting and signing up for the Markets
Pro Services will be a person who is authorized to do so and will be the
corresponding person in connection with the Markets Pro Services. You are
liable and responsible for ensuring that the person’s name and information are
true and correct.
5.4. You must have and maintain
general/public liability insurance (including product liability) for a minimum
amount appropriate for your business and scope of trade, for each occurrence,
with insurers of good repute, at your own cost, such insurance to be effective
and valid in all Destinations to which the Products are sold hereunder.
5.5. You must inform Shopify via
your merchant success manager or general support of any change to your
KYC/onboarding statements (or any subsequent statements) with respect to your
beneficiary owners.
6. SERVICE LIMITATIONS
6.1. Global-e will make best
efforts such that each sale, export and if applicable, delivery, of Products to
a Destination comply with the Applicable Laws pertaining to cross-border
personal-import of such Products. “Applicable
Law” means all federal, state, and local laws and regulations, directives
and any other relevant authorities, guidance and requirements applicable to the
Parties’ performance under these Service Terms, including, but not limited to,
as may be applicable, securities laws and regulations, privacy and data
protection laws and regulations, AML, Office of Foreign Assets Control (“OFAC”), and applicable anti-bribery and
anti-corruption laws including the Foreign Corrupt Practices Act.
6.2. Restricted Products. Subject to receiving an accurate,
complete and updated catalog, containing adequate product description and
specifications, we will restrict Products, and reserve the right to decline
Customer Orders containing restricted Products (or Products which Global-e
deems to be restricted), in each case, for personal-import or sale in the
Destination. The decision to restrict a Product (or the actual restriction
thereof) will be made based on our best effort best knowledge basis. If you would like to dispute any Product
restrictions or believe that any Product restrictions have been made in error,
you will have the opportunity to submit supporting documentation or
information. However, we retain final decision-making authority regarding the
Product restriction, and you will not have any claim on that decision or
resulting restriction. We may suspend, reject or terminate the Markets Pro
Services (and terminate these Service Terms), if we determine that the
products, their offering, or the Store are not suitable for Markets Pro
Services or in case we discover a material discrepancy of the onboarding
statements/AML/KYC.
6.3. No Pick-Pack or Parcel Validation. We will not be responsible
for the pick-pack of Products or Customer Orders, and we will not open any
parcel, package or otherwise verify its content or the inclusion of all or some
items, and we will rely solely on you and your reports through the Shopify Platform in this regard.
6.4. Dangerous Goods. The sale, export or delivery of Dangerous Goods (as
such term is commonly defined by the international carriers or applicable
legislation) using Markets Pro Services is prohibited, and you will be fully
and solely liable in the event that a Product classified as Dangerous Goods was
included or contained in a parcel.
7. TERMINATION; CONSEQUENCES OF TERMINATION
7.1. You may terminate these
Service Terms and the Markets Pro Services hereunder at any time by following
the instructions in the Markets Pro section of your Shopify Admin. Please note that in case of termination under this
Section 7.1, you must take all action in preparation of such effective date of
termination including, without limitation, assuming responsibility and having a
solution in place to handle any Shopper or Customer Order issues. Since we
operate under these Service Terms as ‘merchant-of-record’, you will indemnify
Global-e (and the Shopify Platform if applicable) and hold Global-e harmless
for any Shopper claim or related claims associated with such transition of
service from Global-e to you.
7.2. Each Party shall have the
right to terminate these Service Terms at any time, by written notice to the
other Party, with immediate effect, in any of the following events: (i)
winding-up, dissolution or reorganization proceedings shall be commenced with respect
to the other Party, provided that if such proceedings shall be rescinded within
thirty (30) days of their commencement, such notice of termination shall have
no effect; (ii) the other Party shall substantially cease to carry on business;
(iii) a substantial part of the other Party's assets shall be attached or
levied by a court or another official agency, provided that if such attachment
or levy shall be removed within thirty (30) days, such notice of termination
shall have no effect; or (iv) the other Party shall be in material breach of
any of its material obligations under these Service Terms and such breach shall
not be cured within thirty (30) days after receiving a written notice from the
other Party, specifying the breach and demanding its cessation.
7.3. Upon expiration or effective
date of termination of these Service Terms for any reason, we will cease to
provide the Markets Pro Services and will disable any technology (including
APIs) related to the performance of Markets Pro Services, and all rights or
permissions granted hereunder shall terminate. After expiration or termination
of these Service Terms, you may not use any information, data or document
provided to you, or was obtained or accessed by you, solely in connection with
or through the Services during the term of these Service Terms, except for
storefront, order and Shopper data created or processed by Global-e while
performing the Services.
7.4. All sections of these Service
Terms that by their terms should survive expiration or earlier termination of
these Service Terms shall so survive in accordance with their terms.
7.5. Final reconciliation shall be
made no later than 90 days (but not earlier than 60 days) following the
termination date, allowing all returns, refunds and Chargebacks liability
periods to lapse. Alternatively, you may elect to reconcile promptly after the
termination date, in which case we may withhold up to 30% of the reconciliation
value (at our reasonable discretion) for 90 days following the termination date
to cover liabilities for returns, refunds and Chargebacks.
8. INTELLECTUAL PROPERTY
8.1. Each Party retains all
intellectual property rights to anything developed by such Party that is
provided to, accessed by, or used by, the other Party under the Service Terms.
Nothing in these Service Terms shall be construed as granting or conferring upon
either Party, whether express or implied, any rights (including all
intellectual property rights) not expressly granted to the other Party herein,
all of which shall be retained by the first Party. The use by a Party of marks,
logos or trademarks (“Marks”),
whether registered or not, does not entail any transfer of ownership, rights or
copyrights.
8.2. Neither Party shall
duplicate, alter or modify, access source code, make derivative works, make
public performance or publicly display the technology underlying the Markets
Pro Services or the Store, respectively.
8.3. Nothing contained in these
Service Terms shall restrict Global-e (or any of its affiliates) or the Shopify
Platform from offering and using our respective technologies or know-how or any
other intellectual property for the purpose of providing services similar to
the Markets Pro Services to any other third party.
9. CONFIDENTIALITY
9.1. The Parties undertake to use
the other Party’s Confidential Information solely as necessary for performing
its obligations under the Service Terms and not to disclose Confidential
Information to any third party without the other Party’s written consent. "Confidential Information" means
any information, in whatever form, disclosed or provided by one Party to the
other Party (“Receiving Party”) in
the context of the Service Terms that is not non-confidential information.
Non-confidential information means any information which (a) is or becomes
generally available to the public other than as the result of a disclosure by
the Receiving Party; (b) the Receiving Party can show that it already had in
its possession before it was received; (c) information which the Receiving
Party is obliged to provide in accordance with any Applicable Laws, court order
or decision by a governmental authority; or (d) information which the Receiving
Party has received from a third party without being bound by confidentiality in
relation to it. Confidential Information also refers to third party information
of technical, commercial or other nature unless there are objective and
reasonable grounds to assume that such information is non-confidential. This
provision applies to any information relating to third parties that you obtain
when using the Markets Pro Services, and where the dissemination of the above
mentioned information is not desired by third parties. Receiving Party may
share Confidential Information with subcontractors, advisors and other
companies within its group where necessary for the provision of the Markets Pro
Services or the performance of these Service Terms provided that such parties
are subject to confidentiality obligations corresponding to those under the Service
Terms.
9.2. Each Party agrees that
monetary damages would be inadequate to compensate the other for breach or
threatened breach of any provision of this Section. Accordingly, in addition to
any other remedies available at law or in equity, the injured party will be entitled
to seek specific performance or injunctive relief (as appropriate) as a remedy
for any breach or threatened breach thereof.
10. LIMITATION OF LIABILITY; INDEMNIFICATION
10.1. Disclaimer. Except to the extent provided otherwise in these Service
Terms, the Markets Pro Services and other items made available by Global-e are
provided on an "as is" and "as available" basis, and all
express, implied and statutory warranties and conditions (including without
limitation any implied warranties or conditions of merchantability,
satisfactory quality, fitness for a particular purpose, non-infringement, or
quality of service, or that otherwise arise from a course of performance or
usage of trade) are hereby disclaimed. Except to the extent provided otherwise
in these Service Terms, Global-e does not make any representation, warranty,
guarantee or condition regarding the effectiveness, usefulness, reliability,
completeness, or quality of the Markets Pro Services or such other items,
services or that the provision or use thereof will be uninterrupted, secure,
error-free, or will otherwise generate revenue or meet your needs.
10.2. LIMITATION OF LIABILITY. IN NO EVENT WILL WE, SHOPIFY OR ANY
OF OUR RESPECTIVE AFFILIATES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH,
THESE SERVICE TERMS FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, (B) ANY LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS, OR REVENUE,
(C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL, AND/OR (D) THE
COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS
SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND: (A) EVEN IF
YOU HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES,
DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THESE SERVICE TERMS FAILS OF ITS
ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING,
WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY).
OUR AND OUR AFFILIATES’ AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION
WITH, THESE TERMS, SHALL NOT EXCEED THE AMOUNTS OF FEES PAID OR PAYABLE TO
GLOBAL-E PURSUANT TO THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO
THE EVENT GIVING RISE TO SUCH LIABILITY.
10.3. Indemnification. You will indemnify, defend and hold harmless
Global-e and its affiliates and each of their respective officers, directors,
employees, agents, representatives, successors, and assigns from and against
any and all third party claims, causes of action, suits, liabilities, damages,
fines, penalties, costs and expenses (including, without limitation, outside
attorney’s fees and costs) (each a “Claim”)
arising from or in connection with (i) your breach of any of the obligations,
representations, warranties or undertakings set forth in these Service Terms;
(ii) Merchant’s negligence or willful misconduct in connection with these
Service Terms; or (iii) death, bodily harm or tangible property damage caused
by a Product sold by Global-e hereunder. If Global-e receives notice or
knowledge of a claim as described above, it will promptly notify Merchant in
writing and give Merchant assistance and the exclusive authority to control the
defense and settle such claim. Global-e will have the right to participate in
the defense with counsel of its choice at its own expense.
11. GENERAL CONDITIONS
11.1. We are committed to render
the Markets Pro Services and carry on business in accordance with our Code of
Conduct (available here: Global-e Code of Conduct). We also require our
vendors, sub-contractors and service providers to act in accordance with the
Vendor Code of Conduct (available here: Vendor Code of Conduct). You are therefore required
to act under these Service Terms in accordance with the moral and ethical
values of such policies and codes, and you will take such actions required to
ascertain that your employees and service providers involved in the performance
of these Service Terms will adhere to the same philosophy and values for the
management of their own companies/vendors.
11.2. Neither Party will be
responsible for any failure or delay in its performance under these Service
Terms (except for any payment obligations) due to causes beyond its reasonable
control, including, but not limited to, labor disputes, strikes, lockouts, shortages
of or inability to obtain labor, energy, raw materials or supplies, war,
terrorism, riot, acts of God or governmental action (in each case to the extent
beyond its reasonable control).
11.3. These Service Terms are
governed by and shall be construed in accordance with the laws of the State of
Delaware. Non-contractual obligations (if any) arising out of or in connection
with these Service Terms (including its formation) shall also be governed by
the laws of the State of Delaware. The Parties submit to the exclusive
jurisdiction of the courts located in Wilmington, Delaware and each party
hereby irrevocably submits to the personal jurisdiction of such courts and
waives any jurisdictional, venue, or inconvenient forum objections to such
courts. Notwithstanding the foregoing, Global-e may seek injunctive relief in
any court worldwide that has competent jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods is hereby
disclaimed.
11.4. The Parties hereby agree to
the fullest extent permitted by Applicable Law, that each of them irrevocably
waives all right to trial by jury as to any issue relating hereto in any
action, proceeding, or counterclaim arising out of or relating to these Service
Terms.
11.5. All notices, consents and
other communications required or permitted to be given under these Service
Terms will be in writing and delivered by email transmission, by courier or
overnight delivery service, or by certified mail, and in each instance will be
deemed given upon receipt. All communications will be sent to the addresses set
forth above or to such other address as may be specified by either Party to the
other Party in accordance with this section.
11.6. Neither Party may assign
these Service Terms without the prior written consent of the non-assigning
Party. Notwithstanding the foregoing, these Service Terms may be freely
assigned by either Party without the consent of the other Party in the context
of: (a) a reorganization, consolidation, merger, acquisition or sale or other
disposition of substantially all of the assets of a Party; or (b) a transfer of
more than fifty percent (50%) of the voting rights of a Party to an Affiliate.
Any assignment in violation of this provision will be invalid. These Service
Terms will be binding upon, enforceable by and benefit the Parties and their
respective successors and assigns. "Affiliate" shall mean any
individual or entity that, at the applicable time, directly or indirectly
controls, is controlled with or by or is under common control with, a Party.
11.7. These Service Terms together
with the schedules and appendices hereto constitute complete and exclusive
agreement between the Parties concerning its subject matter and supersedes all
prior or contemporaneous agreements or understandings, written or oral,
concerning the subject matter of these Service Terms. In case of any conflicts
between any of the terms of the sections of these Service Terms and the
attached Exhibits and Schedules, the terms and conditions of these Service
Terms shall prevail. These Service Terms may not be modified or amended except
in writing signed by a duly authorized representative of each Party or
otherwise in accordance with the terms of these Service Terms. If any provision
of these Service Terms is held to be invalid or unenforceable, the remainder
will remain in full force and effect. The waiver by either Party of any default
or breach of these Service Terms will not constitute a waiver of any other or
subsequent default or breach.
11.8. Nothing contained in these
Service Terms is intended, or shall be interpreted or construed to create or
establish a franchise. If any provision of these Service Terms is deemed to
create a franchise relationship between the Parties, then the Parties shall
negotiate in good faith to modify these Service Terms to affect the Parties’
original intent as closely as possible in a mutually acceptable manner so that
the transactions contemplated hereby are consummated as a vendor agreement and
not as a franchise agreement.
11.9. Nothing herein contained
shall be construed to constitute a joint venture or partnership between the
Parties.
11.10.Global-e will be an
independent contractor, and its employees and/or other personnel will not be
deemed to be your employees or personnel.
11.11.The titles of the sections of
these Service Terms are for convenience of reference only and are not to be
considered in construing these Service Terms. Unless the context of these
Service Terms clearly requires otherwise: (i) references to the plural include
the singular, the singular the plural, and the part the whole, (ii) references
to one gender include all genders, (iii) "or" has the inclusive
meaning frequently identified with the phrase "and/or," (iv)
"including" has the inclusive meaning frequently identified with the
phrase "including but not limited to" or "including without
limitation," (v) references to "hereunder," "herein"
or "hereof" relate to these Service Terms as a whole, (vi) the term "days"
refers to calendar days and not business days, unless expressly noted and (vii)
all monetary amounts are stated (and paid) in USD unless otherwise is clearly
indicated and agreed. The Parties agree that these Service Terms shall be fairly
interpreted in accordance with its terms without any strict construction in
favor of or against either Party, and that ambiguities shall not be interpreted
against the drafting Party.
12. GLOBAL-E CONTRACTING PARTY
For purposes of these Service Terms, the Global-e contracting party is
Flow Commerce Inc., d/b/a Global-e, a Delaware Corporation, with offices
located at 200 West 41st Street New York, New York 10036. Certain features of
the Markets Pro Services may be performed by other Global-e group-entities, to
which we will remain fully liable and responsible as if such group entity was
the contracting party under these Service Terms.
SCHEDULE 1 – PRICING
Pricing
●
The Shopify Markets Pro Fee is
calculated as 6.5% of the Total Order Value of a Customer Order.
●
The Currency Conversion Fee* is
calculated as 2.5% of the Total Order Value of
a Customer Order. Please review your
Shopify Admin for specific details regarding any Currency Conversion Fee
Please
note that shipping label fees will be charged separately.
The Markets Pro Services
include:
● Global-e acting
as merchant of record and exporter of record as described in these Service
Terms.
● Classification of
your product catalog in order to identify any Product regulatory-restrictions
in accordance with applicable laws, regulations and orders pertaining to
personal-import of such Products and restrict the sale of such Products.
● Customer Order
payment processing via supported payment service providers using payment
methods supported (please refer to this page**), using, if
applicable, local acquiring. Additional charges may apply for certain buy now
pay later payment methods, if enabled.
● Fraud detection
and protection (credit cards) as described in the Service Terms.
● Guaranteed Taxes
and Duties calculation as described in the Service Terms.
● Shipping label
& commercial invoice generation as described in the Service Terms.
● Access to Duties
Prepaid shipping at negotiated rates.
* Currency Conversion Fee contemplates the following:
-
24 hour lock on the syndicated exchange rate of
the day used for pricing, regardless of market movement.
-
30 day hedge from authorization to protect
against fluctuations between order placement, shipment, return, and refund, to
help you avoid losses resulting from currency value fluctuations during such
time period.
** Additional Payment Methods may be added
from time to time at our sole discretion
Data Processing Addendum
About this document:
This Data Processing Addendum
(hereafter the “Addendum”) is a set
of data processing clauses that will determine how the contracting party of the
Global-e group (as defined in Section 7 hereof) (“Global-e” or “we” or “us”) carry out the sharing (with you
and third parties) and the processing of Personal Data (as defined below) in
accordance with Applicable Data Protection Legislation (as defined below).
This Addendum amends and
addends the Service Terms between us and you, and is incorporated into the
Service Terms by reference.
1)
For the purposes of this specific Addendum, the
following definitions apply:
a)
“Applicable
Data Protection Laws” means, (i) in EU Member States, Regulation (EU)
2016/679 of the European Parliament and of the Council, of 27 April 2016 (the
General Data Protection Regulation) and complementary national data protection
laws, including any guidance and / or codes of practice issued by the relevant
Supervisory Authorities within the EU; (ii) in non-EU countries, any applicable
data protection laws regarding the safeguarding and lawful processing of
Personal Data;
b)
“Personal
Data” means any information relating to an identified or identifiable
natural person; an identifiable natural person is one who can be identified,
directly or indirectly, in particular by reference to an identifier such as a
name, an identification number, location data, an online identifier or to one
or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that natural person. For the avoidance
of doubt, Personal Data has the
meaning as set forth in the Applicable Data Protection Laws;
c)
“Processing”
(as well as “Process”, “Processed” and other variations) means
any operation, or set of operations, which is performed on Personal Data, or on
sets of Personal Data, whether or not by automated means, such as collection,
recording, organization, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure or
destruction;
d)
“Data
Controller” means, in general, the natural or legal person, public
authority, agency or other body which, alone or jointly with others, determines
the purposes and means of the Processing of Personal Data;
e)
“Data
Subject” means any identified or identifiable natural person whose Personal
Data is included within the Shopper Data shared with Global-e;
f)
“Data
Processor” means, in general, a natural or legal person, public authority,
agency or other body which Processes Personal Data on behalf of a Data
Controller;
g)
“Standard
Contractual Clauses” means the standard contractual clauses approved by
the European Commission under Decision 2004/915/EC of 27 December 2004,
amending Decision 2001/497/EC as regards the introduction of an alternative
set of standard contractual clauses for the transfer of personal data to third
countries (available here).
2)
The Parties hereby acknowledge that they are
adequately informed as to the Applicable Data Protection Laws currently in
force, regarding the Processing of Personal Data which may be inherent to the
performance of this Addendum, and hereby declare that all such Processing of
Personal Data will be carried out in accordance with that legislation.
3)
Each Party will have access to Personal Data, as
necessary to ensure the correct execution, performance and management of the
Service Terms. Each Party will act as an independent Data Controller regarding
such Personal Data, and will therefore be solely responsible for compliance
with its own legal obligations around Processing of such Personal Data.
4)
In order to allow the Markets Pro Services to be
provided, you will share Personal Data related to Shoppers (as defined in the Service Terms) with Global-e
(“Shopper Data”). The following
terms apply to the Processing of Shopper Data in connection with the provision
of Markets Pro Services under the Service Terms:
a)
Data Protection
Roles. Each Party will act as an independent Data Controller regarding
the use of Shopper Data.
b)
Lawfulness. You warrant and
represent that you had identified an appropriate legal basis, under the Applicable
Data Protection Laws, for the collection of Shopper Data, as well as for the
sharing of Shopper Data with Global-e in order to allow the Markets Pro
Services to be provided, and that you have taken all steps required under the
Applicable Data Protection Laws to ensure that the legal basis identified can
be leveraged for these purposes. You must disclose the identified legal basis
to Global-e, and describe the steps taken to ensure that it can be leveraged
lawfully. Global-e agrees to provide any support reasonably necessary to allow
you to comply with the above.
c)
Transparency. You warrant and
represent that you have adequately informed the Data Subjects that their
Personal Data would be shared with Global-e, as required by the Applicable
Data Protection Laws, prior to sharing Shopper Data with us. Additionally, you
will make Global-e’s privacy policy available to
its own customers through the Store’s checkout page.
d)
Purpose
Limitation. Global-e shall only Process Shopper Data as necessary for the
provision of the Markets Pro Services under the Service Terms; provided that,
Global-e may further Process Shopper Data that is not strictly necessary for
the provision of Markets Pro Services under the Service Terms as long as the
Shopper Data used in such Processing has been aggregated and de-identified to
the extent that individual identities are not discernible.
e)
Data
Minimization. You warrant and represent that you will not share any
Shopper Data with Global-e which is not strictly necessary in order to allow
the Markets Pro Services to be provided lawfully, as required by the different
laws which may apply to the provision of the Markets Pro Services (including,
but not limited to, the Applicable Data Protection Laws). You acknowledge that
Global-e may require you to share additional categories of Shopper Data than
those initially shared by you, or may otherwise independently collect
additional categories of Shopper Data from the relevant individuals, where
this is strictly necessary to allow the Markets Pro Services to be provided
lawfully in a given territory.
f)
Accuracy. You warrant and
represent that you have implemented effective technical and organizational
measures to ensure that the Shopper Data which is shared with Global-e under
these Service
Terms is accurate and up-to-date, and that, to the
best of your knowledge, all such Shopper Data shared with Global-e is accurate
and up to date as of the date on which they are shared. You will promptly
notify Global-e of, and keep Global-e updated on, any rectifications made to
the Shopper Data after such has been shared with Global-e. Without prejudice
to the above, you acknowledge that Global-e may take steps to verify that
Shopper Data received and used is accurate and up to date (e.g., by
interacting directly with the relevant individuals), as necessary to ensure
the correct performance of the Markets Pro Services.
g)
Storage
Limitation. Each Party is solely responsible for ensuring its own compliance
with applicable obligations on the retention of Shopper Data. In particular,
Global-e will be solely responsible for ensuring that Shopper Data received is
not Processed for any longer than necessary to meet the purposes for which it
was shared, or any other purposes for which Global-e may lawfully further
Process Shopper Data.
h)
Security. Each Party is
solely responsible for ensuring compliance with its own applicable obligations
on Shopper Data security. The Parties will coordinate to ensure that any
sharing of Shopper Data carried out for the performance of the Markets Pro
Services is done through secure channels.
i)
Accountability. Each Party is
solely responsible for ensuring compliance with its own applicable obligations
on accountability around the use of Shopper Data. Each Party agrees to provide
reasonable assistance to the other Party as needed to ensure that such
obligations can be complied with, in particular by sharing information on
their own practices around the use of Personal Data (excluding any
confidential or business- sensitive information).
j)
Data Subject
Rights. Each Party is solely responsible for addressing any requests or
communications received from Data Subjects for the exercise of their rights
related to use of Shopper Data under the Applicable Data Protection Laws. Each
Party will promptly notify the other Party of any such requests or
communications received which involve the other Party, and collaborate in good
faith in order to ensure that such requests or communications are addressed in
a timely and proper manner.
k)
Data Processors.
Each
Party is solely responsible, as an independent Data Controller, for complying
with the Applicable Data Protection Laws on the engagement of Data Processors
to handle Shopper Data on their behalf.
l)
Personal Data
Breaches. Each Party is solely responsible for addressing any security
incidents it suffers which affect Shopper Data stored or otherwise used by
that Party, including prevention, detection, assessment, remediation and
notification (to supervisory authorities and/or individuals) of such
incidents.
m)
Cross-Border
Transfers of Personal Data. Where necessary, under the Applicable Data
Protection Laws, to ensure the lawfulness of the sharing of Shopper Data from
you to Global-e, you and Global-e agree to comply with the Standard
Contractual Clauses (as approved by the European Commission in Decision 2004/915/EC, of 27 December 2004). For these
purposes:
i)
With reference to Clause II(h) of the Standard
Contractual Clauses, Global-e, as data importer, will be bound by Option iii (i.e., the data processing
principles set forth in Annex A of the Standard Contractual Clauses);
ii)
With reference to Annex B of the Standard
Contractual Clauses, the following details apply:
(1) Data subjects. The personal data
transferred concern the following categories of data subjects: Individual consignees and/or shippers for
shipments to be performed on behalf of the you.
(2) Purposes of the transfer(s). The transfer
is made for the following purposes: To
allow for the lawful provision of the Markets Pro Services, under the Addendum.
(3) Categories of data. The personal data
transferred concern the following categories of data: Name, contact details, mailing/delivery address, contents of
shipments, additional data required for shipment clearance as per local
regulations, or otherwise to lawfully provide the Markets Pro Services (e.g.,
national ID number / document copies).
(4) Recipients. The personal data
transferred may be disclosed only to the following recipients or categories of
recipients: Other Global-e Group
affiliates or external subcontractors (as necessary to manage the provision of
the Markets Pro Services and ensure the cross-border delivery of the Markets
Pro Services), screening providers and competent public authorities or bodies
(where required to lawfully provide the Markets Pro Services).
(5) Sensitive data (if appropriate). The personal data transferred
concern the following categories of sensitive data: As a rule, sensitive data will not be handled in connection with the
provision of the Markets Pro Services.
(6) Additional useful information (storage limits and other relevant information).
As laid down in the Addendum, Global-e
will be solely responsible for
ensuring that Shopper Data received is not processed for any longer than
necessary to meet the purposes for which it was transferred, or any other
purposes for which Global-e may lawfully further process Shopper Data.
(7) Contact points for data protection enquiries. See the contact points defined for each
Party within this Addendum.
iii)
The Parties agree to comply with any relevant
updated versions of the Standard Contractual Clauses which may be issued by
the European Commission. The above details will remain applicable, to the
extent that they remain relevant under the updated versions of the Standard
Contractual Clauses. You are solely responsible for taking any other steps
needed, under the Applicable Data Protection Laws, to ensure that Shopper Data
can be lawfully shared with Global-e. Global-e agrees to provide any support
reasonably necessary to allow you to comply with the above.
n)
Supervisory
Authorities. Each Party is solely responsible for addressing any requests
or communications received from competent supervisory authorities related to
use of Shopper Data under the Applicable Data Protection Laws. Each Party will
provide reasonable assistance to the other Party where necessary to allow the
other Party to comply with its own obligations around such requests or
communications.
5)
Whenever reasonable collaboration or assistance
between the Parties is necessary in order for one or both of the Parties to
comply with any of its obligations, under the Applicable Data Protection Laws
(e.g., obligations on accountability, obligations related to Data Subject
requests, obligations around cross-border transfers of Personal Data,
obligations related to supervisory authority requests), such reasonable
collaboration or assistance will be provided in good faith.
6)
This Addendum reflects the only provisions
existing between Global-e and you on the use of Shopper Data in relation to
the performance of the Markets Pro Services, and supersedes any prior
agreements or understandings entered into between the Parties on this subject.
7)
For purposes of this DPA, the Global-e
contracting party is Flow Commerce Inc., d/b/a Global-e a Delaware
Corporation, with offices located at 200 West 41st Street New York, New York
10036.