Last Updated: February 7, 2023

SERVICE TERMS – SHOPIFY MARKETS PRO EARLY ACCESS

As used in these service terms and conditions (“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 merchant offering underlying the Services defined herein. “you”, “your” or “Shopify User” means the individual or business and any of your respective affiliates that has signed up to use the Commerce Platform as a ‘Shopify User’ and subsequently the Services (as defined herein), and “Shopify” (or “Commerce Platform”) means Shopify Inc. or the applicable Shopify Contracting Party (as defined in the Shopify Service Terms available here). Each of us and you may be referred to as a “Party” and collectively, the “Parties”.

These Service Terms will apply from the date that you finish Shopify Markets Pro Activation and shall remain in effect until terminated in accordance with these Service Terms.

Additionally, you agree to be bound by all other terms and conditions contained or otherwise expressly 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 Services are made available.

Prior to using the Services (as defined below) you must read, agree with and accept all the terms and conditions stated, contained or referenced in Global-e’s Acceptable Use Policy, Global-e Data Protection Agreement 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 the updates and amendments here. You are advised to regularly check for such updates or any changes that may impact you. If you do not accept such amendments, you must cease using the Services.

1. SERVICES; ONBOARDING

1.1 The offering and services performed pursuant to these Service Terms as fully set out herein (the “Services” or sometimes also referred to in singular as the “Service”), will be enabled by the MOR application, available for installation via Shopify Settings > Markets > Apply to Markets Pro (“MOR Application”). As part of the Services, we will provide required know-how, merchant support services, and web-based admin console (“Console”).

1.2 The Global-e Contracting Party, acting as the merchant of record, will sell products that are made available for cross-border sale over the internet on your Shopify web store hosted by Shopify (“Products” and "Store" respectively), directly to individual customers (“Shopper(s)”) who have initiated a transaction in respect of such Products on the Store and who desire to have the purchased Products delivered to Shopper’s designated address, which address is outside the US (“Destination(s)”). You will set the Destinations operated by the Service through the Commerce Platform. The Shopper will be the “importer of record” of the Products he or she purchases and we will cause the required documents to properly reflect that.

1.3 Onboarding; KYC. We will have the right, at any time while these Service Terms are in effect, to conduct a standard AML/KYC validation and you will be required to reasonably cooperate with such process, and provide such documents as we require in order to satisfy our compliance and legal obligations. We may terminate these Service Terms and the Services without any fault on our end if we are unable to satisfy our AML/KYC controls, acting reasonably, or if you fail to cooperate with our reasonable KYC requests from time to time.

2. SETUP; CONFIGURATIONS

2.1 MOR Application; API. You must enable the MOR Application before the Services can be accessed, activated and used. Neither we nor Shopify will be obligated to render or perform any Service if the MOR Application was not properly installed and enabled, and further will not be required to make any changes or developments to the MOR Application or the features supported through the Service, the portals or consoles. You commit to have and make 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 the Store, as well as applying all Store settings required to enable the MOR Application and the underlying Services, and for implementing the appropriate configurations and settings of the Store and any systems and telecommunications facilities which are necessary to enable you to operate the Store, receive the Services. In certain cases we may provide you with our API to our approved 3^rdparty logistics providers (“3PL API”), allowing you to perform certain functions described in these Service Terms automatically through the API.

2.2 Business Rules and Shipping Policies. Before using the Services, you are responsible to configure, review and sign-off the ‘Business Rules’ (which are the per-Destination settings, 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, as such rules and configuration will be available from time to time from Global-e and Shopify). In addition, you must complete and update the Shipping Policies (which are the selection of shipping services and applicable shipping Rate Card which are available for your merchant offering through the Commerce Platform, including setting the rates and fees to be charged to Shopper on checkout). Neither Global-e nor Shopify will be responsible or liable if you failed to follow the requirements of this Section or any misconfiguration of the Business Rules or the 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 Commerce Platform terms, and if applicable any pricing rules to be applied by the Commerce Platform to such base price. The price of Products displayed on the Store and paid by the Shopper will be rendered based on the rules set on the Commerce Platform (including the applicable FX rate and Currency Conversion Fee) (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 the 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 (and customs clearance, if applicable) of the Customer Order, and any difference between such amounts and the amount configured to be charged to the Shopper (pursuant to the Shipping Policies) will be a Permitted Deduction and billed to you as part of the Reconciliation process. We will pay the Contracted Carrier for shipping (and customs clearance if applicable).

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 weight) based on the then-applicable rate card. In the event of a difference (shortfall or excess) between (A) the weights originally used by the system to determine the shipping cost of the consignments as stated in the order, and (B) the chargeable weights of the consignments (and the amount that should have been charged based on such chargeable weights based on the then-applicable rate card), such difference amount (between (A) and (B)) will be reconciled as follows: any monies owing to us (in the event that the actual weights were greater than the weights used) shall be deemed a Permitted Deduction and we may deduct such amounts, or invoice you for such difference amount. Any monies owing to you 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 carrier at the time of the report – based on carrier’s reported weights or invoiced weight (and in the absence of both, the weight used by the system shall remain).

‘Contracted Carrier’ means a carrier used to deliver the orders to the Shopper and which contract is facilitated by Global-e.

3. ORDER CREATION AND MANAGEMENT; ORDER FULFILLMENT

3.1 Order Creation. We will process the cart created on the Store (“Cart”) to validate the billing address and process payment through the Shopper’s selected payment method, perform fraud detection and prevention, and determine the applicable Taxes (as needed). We will then have the right to cancel any order transaction that was payment-declined, or that we determined to be fraudulent. Subject to successful processing, an order will be created on the 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/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, sales taxes, value added tax or similar tax), customs duties or other charges or fees that may be imposed on the order (“Taxes”), and apply such taxes. If Taxes are paid on checkout by the Shopper or included in the Product Sale Price as a subsidy, and a Contracted Carrier is used to deliver such Customer Order, we will pay such Taxes to the relevant authorities or brokers, and will guarantee the Taxes amount to you and the Shopper (“Taxes Guarantee”).

3.3 Order Fulfilment. You will be responsible for fulfilling the order, including picking and packing the Customer Order and generating all the required shipping and customs documents (through Console or automatically via the 3PL API, as applicable). You then may not amend the Customer Order, however you may cancel it in full and authorize a refund (or partially fulfil such part that can be fulfilled), however we will not be liable for any partly fulfilled Customer Orders, or for Customer Orders the status of which was not properly updated in Console.

Customer Orders fulfilled in multiple parcels may incur additional shipping charges. Customer Orders will be prepared for delivery to the Shopper by way of applying international shipment documents (shipping label, export documents and commercial/VAT invoice, as available to you through Console or the 3PL API, as applicable, but you may not use any other documents unless approved by Global-e). You will process the Customer Orders at your (or your approved third-party provider’s) facility, and the international shipping documents will be produced by your personnel using Console, including updating the status of the processed Customer Order, and make it available for dispatch and pickup for delivery straight to the Shopper.

3.4 Shipping and Delivery. Contracted Carriers will be used for shipping and delivery of fulfilled Customer Orders, unless you decline using such carriers by contacting [email protected] For such Contracted Carriers, we will manage the shipping and delivery (including lost/damaged disputes) and customs clearance (in supported Destinations), and will offer the guarantee pursuant to Section ‎3.2. Shipping and delivery costs, including all charges and fees of Contracted Carriers are stated in the rate card approved for such service on the Commerce Platform (“Rate Card”). The Rate Card or any surcharges or accessorial fees may be updated from time to time, provided we will exert reasonable efforts to notify you in writing in advance of such change taking effect. If you wish to use your own contracted carriers (at any point during the term of these Service Terms), please contact us at [email protected] If a third party carrier is used, certain features of the Services may not be fully available (e.g. Duties and Taxes guarantee or claims for items 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 merchant completes processing the Customer Order, flash title to the Products will transfer to Global-e allowing it to conclude the transaction with the Shopper, acting in our 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 such carrier. The difference between the Contracted Carrier loss coverage amounts 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 elected to use such level of service). Untracked shall mean a shipment method that does not provide full (i.e. until delivery) shipment tracking information, e.g. post.

3.7 Cancellations. Shopper cancellations will be only in accordance with the eligibility under the applicable Terms of Sale. We may cancel any Customer Order in cases of technical issues unrelated to us, or 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 including all 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, as and if applicable) 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 (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 may bill and charge you such amounts for which we are entitled. We are under no obligation to dispute or take any action with respect to non- Covered Chargebacks. “Covered Chargebacks” means chargebacks other than those chargebacks (i) related to fraud 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. chargeback filed for transaction not authorized, when order is delivered to verifiable address of card holder); or (ii) directly resulting from your activity or inactivity (e.g., order not fulfilled or partly fulfilled without amending the order; refund not processed; or item received different than as described on Store). You agree that the relevant card scheme/payment method 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/payment method.

4. BILLING AND RECONCILIATION PROCESS; PAYOUTS

4.1 Report; Invoicing. Your account statement and associated statement reports, presented in USD (“Reconciliation Files”), will be posted on Console four times a month, on the 1^st, 8^th, 15^th and 22^nd of each calendar month (“Reconciliation Day”). The Reconciliation Files will include all Customer Orders transactions for which ‘Dispatched’ status were triggered since previous Reconciliation Day (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.

4.2 The account statement will reflect, in USD, the Merchant Payout Amount for all the Reconciliation Eligible Transactions on the Reconciliation Day, less Permitted Deductions (including deduction of Taxes subsidized by you), which we will pay you based on the terms hereof. 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 fee as Permitted Deduction amount will be the Total Order Value paid by the Shopper on checkout, such Total Order Value equal to the total Product Sale Price for all items purchased by the Shopper, plus shipping charges plus 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 manual adjustments 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 Service 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 Schedule attached hereto; (ii) all costs and expense for the fulﬁllment of a Customer Order including Taxes and the charges relating to export, customs clearance, transport and delivery, as applicable, 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, if any, and any difference amounts pursuant to the true-up mechanism outlined in Section ‎2.4, if any; (iii) non-Covered Chargebacks; (iv) other fees, amounts or credits relating to returns, refunds, re-shipments or processing un-deliverables to a Shopper, if applicable, and actual costs incurred as a result of your election to override any value that modifies shipping prices, foreign exchange variances arising due shipment of Products (and capture) after the rate lock 30-day period expires, deposits; and (v) 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 applicable tax, if any, 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, to represent either you or Shopify and act on your or Shopify’s behalf, 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 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 covenant that: (i) you have installed and enabled (and if needed, properly configured) all the relevant and required Commerce Platform applications in order to receive and use the Services; (ii) you will supply Global-e 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, and include proper product labeling, tags, manuals or brochures, as needed for the product; (iii) all the intellectual property rights subsisting in or related to the Products, are and will continue to be, your sole and exclusive property or your licensors; (iv) the sale of the Products to Shoppers in accordance with these Service Terms will not infringe any rights of any individual or entity worldwide; and (v) you will not transmit data through the 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), 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. 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 Services, have 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 Service will be a person who is authorized to do so and will be the corresponding person in connection with the Service. 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 Global-e (by sending an email to [email protected]) 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 ensure 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 this Agreement, including, but not limited to, as may be applicable, securities laws and regulations, privacy and data protection laws and regulations, anti-money laundering (“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 Services (and terminate these Service Terms), if we determine that the products, their offering, or the Site are not suitable for the 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 Console or the Commerce Platform, as applicable, 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 the 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 Services hereunder at any time by contacting [email protected]. Please note that in case of termination under this Section 7.2, 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; or (ii) the other Party shall substantially cease to carry on business; or (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 Services and will disable any technology related to the performance of Services or any other technological interface (including APIs and access to our Console), and all rights or permissions granted hereunder shall terminate.

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 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 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 Services to any other third party.

9. CONFIDENTIALITY

9.1 The Parties undertake not to use or 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 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 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 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 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 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 Global-e retains the right to confirm or conduct processes to confirm Merchant’s identity to satisfy our anti- money laundering compliance requirements and other regulatory and compliance obligations (referred to as “know your customer” requirements). By entering into these Service Terms Merchant authorizes Global-e to obtain financial and credit information (including from third parties) relating to Merchant, Merchant’s directors, officers and principals. Global-e uses this information (and other information available to us) to evaluate your business, your directors, officers and principals against our evaluation criteria. Global-e reserves the right to terminate these Service Terms with immediate notice at any time before the “know your customer” process is completed, or not completed satisfactorily. Global-e reserves the right to refuse or rescind any service if such process does not complete satisfactorily and/or to disburse funds after this mandatory process is completed.

11.2 We are committed to render the Services and carry on business in accordance with its Code of Conduct (available here: https://investors.global-e.com/corporate-governance/documents-charters). We also require our vendors, sub-contractors and service providers to act in accordance with the Vendor Code of Conduct (available in this link). 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 you 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.

11.3 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).

11.4 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.

11.5 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.

11.6 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.

11.7 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 to any Affiliate or the context of an M&A transaction. 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.

11.8 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. 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.

11.9 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.

11.10 Nothing herein contained shall be construed to constitute a joint venture or partnership between the Parties.

11.11 Global-e will be an independent contractor, and its employees and/or other personnel will not be deemed to be your employees or personnel.

11.12 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

12.1 For purposes of these Service Terms, the Global-e Contracting Party is Flow Commerce Inc., a Delaware Corporation, with offices located at 200 West 41st Street New York, New York 10036. Certain features of the 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 [SHOPIFY MARKETS PRO - EARLY ACCESS]

Pricing

● 6.5% of the Total Order Value of a Customer Order as Shopify Markets Pro fee.

● 2.5% of the Total Order Value of the Customer Order as Currency Conversion Fee*

Please note that shipping label cost will be charged separately.

This Early Access includes:

● HS code classification of your product catalog as described in the Service Terms

● Customer Order payment processing via supported payment service providers using payment methods supported (currently, credit cards, Paypal, Klarna, Sofort, iDeal and others as we may add from time to time at our sole discretion**), using, if applicable local acquiring. Additional charges may apply for other 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 contemplate the following:

- 24 hour local on the syndicated exchange rate of the day used for pricing - regardless of market movement

- 30 day hedge from authorization to capture to protect against fluctuations between order placement and shipment.

** Additional Payment Methods may be added during Early Access

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 refences.

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 Agreement, 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 Services to be provided, you will share Personal Data related to its own 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 Services under [the Agreement] [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 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 represents 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. The Parties acknowledge that Global-e shall be solely responsible for any further Processing of Shopper Data which is not strictly necessary for the provision of the Services under this Agreement.

e. Data Minimization. you warrants and represents that it will not share any Shopper Data with Global-e which is not strictly necessary in order to allow the Services to be provided lawfully, as required by the different laws which may apply to the provision of the Services (including, but not limited to, the Applicable Data Protection Laws). you acknowledges 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 Services to be provided lawfully in a given territory.

f. Accuracy. you warrants and represents that it has implemented effective technical and organizational measures to ensure that the Shopper Data which is shared with Global-e under this Agreement is accurate and up-to-date, and that, to the best of its 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 acknowledges 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 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 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