Last Updated: August 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 the Commerce Platform and the 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 to the Shopify website, providing notice in your Shopify administrative
console (“Shopify Admin”), or by
providing notice of such changes to you electronically. Your continued use of
Markets Pro Services will constitute acceptance of any new or amended terms. 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 “Commerce 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)”). You will set the
Destinations operated by the Markets Pro Services through the Commerce
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
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 Commerce Platform before Markets Pro
Services can be accessed and used. Neither we nor Shopify will be obligated to
render or perform any Markets Pro Services if Merchant fails to properly
activate and enable Markets Pro on the Commerce Platform. In no event will we
modify or make any custom changes or developments to Markets Pro Services or
the features supported through Markets Pro Services. 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
applying all Store settings required to enable Markets Pro Services and
implementing 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 Commerce 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 Commerce 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 Commerce Platform in accordance with the terms and conditions of
the Commerce 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
Commerce 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 Commerce 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 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. We 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 reconciliation report
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 Commerce 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 Commerce Platform.
3.
ORDER CREATION AND
MANAGEMENT; ORDER FULFILLMENT
3.1. Order Creation. We will process the cart created on your Store (“Cart”) to validate the billing address
and process payment through the Shopper’s selected payment method, perform
fraud detection and prevention, and determine any applicable Taxes. We will
have the right to cancel any order transaction where the payment was declined,
or that we determined to be fraudulent. 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 Commerce
Platform with respect to the accuracy of the Cart content and the Customer
Order and Product data contained therein.
3.2. Taxes and Duties. Based on the Product and Customer
Order information received in the Cart, 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 Commerce 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. In no event are we liable
for any partially fulfilled Customer Orders, or for Customer Orders where the
status of which was not properly updated on the Commerce Platform.
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 Commerce 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 Commerce 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 Commerce 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 Commerce 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 (“Reconciliation Files”), will be posted on the Commerce Platform
four times a month, on the 1st, 8th, 15th and 22nd of each calendar month
(each, “Reconciliation Day”). The
Reconciliation Files will include all fulfilled Customer Orders transactions
for which ‘Dispatched’ status was triggered since the previous Reconciliation
Day (each transaction, a “Reconciliation
Eligible Transaction”). The Reconciliation 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 Reconciliation Files will
serve as the agreed basis for billing and reconciliation of funds between the
Parties. You undertake to promptly review the Reconciliation Files and notify
us in case you have any concerns or disputes no later than 21 days following
the applicable Reconciliation Day. If the Reconciliation 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 Reconciliation 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 Reconciliation Eligible
Transactions on each Reconciliation 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 Commerce 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 Reconciliation 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
Commerce 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 Commerce 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 decline (or restrict) 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, and you will have no claim on
such decision to restrict or 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 Commerce 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 contacting [email protected]. 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 Commerce 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
Commerce 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.