what is the shopify intellectual property

in this video i just wanted to go,through some of the intellectual,property terms related to shopify's,terms of service clients are often,asking questions about,when they're posting to certain sites,which rights are they giving up and,recently client asked about,shopify so,let's go to the intellectual property,section and,here it says right off the bat they do,not claim ownership to the materials you,pro provides shopify however,they do require a license to those,materials,you grant shopify and non-exclusive,transferable sub-licensable royalty-free,worldwide right and license to host use,distribute expose modify run copy store,publicly perform communicate to the,public including by telecommunication,broadcast reproduce available display,translate and create derivative works of,material provided by you in connection,with the services,okay so that makes us ask what are the,services because in connection with them,so when we look at how they define,services earlier in the agreement i just,put it here to highlight and separate it,services offered by shopify under these,terms of services include various,products and services that enable you to,build your own store and help you to,sell goods and services to customers,whether online in person or both any,such services or services offered by,shopify are referred to in the terms of,service as the services,that also includes any new features,so that's what they claim is the,services,then next they say we may we may we may,use our rights under this license to,operate provide and promote the services,and to perform our obligation and,exercise our rights under,the terms of service this is pretty,broad,um,however you need to think about it as,what are you going to actually be,uploading to shopify it might you know,if you're selling physical products it's,probably going to be just a picture of,the products doesn't mean that they can,take your product and sell it,or do something else with it but maybe,they can take your photo,and use it and say hey look at,this person is selling this on this site,and some of these rights that you're,licensing to them,they need to have in order to provide,the service,um,but it's still stated in a very broad,way i mean in order to,provide you the service of opening up a,website a store an online store they're,going to need to be able to save and,copy,the,materials that you upload to them,so but it's interesting how they say we,may use which doesn't mean that that's,the only way,which that would be the preferred,language there but said we may only use,our rights under this license to provide,to operate provide and promote the,services and to perform our obligations,you know they say this over here which,means they're trying to put it in plain,english,anything you upload,remains yours if it was yours and it's,your responsibility but shopify can use,and publish the things you upload,anything uploaded to shopify remains the,property and responsibility of its owner,however shopify will receive a license,of material published through our,platform that we may use to operate and,promote our service so they're still,they're trying to make it easier to read,language but it's still pretty difficult,and,still pretty,broad you know the one thing that's,pretty clear is saying you still own,the rights in anything you upload,but essentially by giving them a license,you're giving them a lot of bandwidth to,to do things with that's not really,that limited uh in this agreement,um also at the same time you are,representing and warranting and agree,that you have all the right,in the material to grant this license,meaning you own all the rights so,what could happen is if you're posting a,photo,or an image,and you use some sort of stock photo,or take something off of a google search,you might not have the rights in that so,you don't have the right then to,license that to,shopify,and later on in the agreement if that is,the case,there are a few,uh you know as part of the agreement,you're agreeing that you will,indemnify them from that should they get,sued because of something you posted,you're agreeing to indemnify them for,that uh,essentially you will be responsible for,any breach in terms of service for you,your affiliates your subcontractors,liable as it's your own breach but up,here it says you agree to indemnify and,hold us,our parents or subsidies shopify parents,officers,and suppliers harmless from any claim or,demand including reasonable attorneys,fees made by a third party due to,arising out of your breach of the terms,of service,documents incorporated by reference or,your violation of the laws or rights of,a third party,any aspect of a transaction between you,and a customer including we're not,limited to refunds fraudulent,transactions alleged or actual,violations or applicable law,but here where it says you know the,rights of a third party that would be,infringing on someone else's,intellectual property rights but also,you probably would be in breach of the,terms of service because of you wouldn't,have the right to represent and warrant,that,let's continue here,so,you were out irrevocably waive and you,know moral rights you may have in the,materials in favor of shopify and agree,that this waiver may be invoked by,anyone who obtains the rights and the,materials through shopify including,anyone to whom shopify may transfer or,grant including by way of license or sub,lines any writes in the right so moral,rights are the ability to say to control,what happens with your art,say that you're the one that created it,and you're essentially waiving that if,for some reason they don't give you the,proper attribution or if they use it in,a way that you wouldn't like,you really can't say anything about it,so you are giving away a lot here,um this is very broad,shopify knows they're in a strong,position,that they can pretty much put anything,in there you they want and people will,recruit will agree to it,and it's unfortunate they took that role,out that road,and,went very broad instead of just,limiting,that they will only use it essentially,to provide you the services,um,now if you own material before providing,the shopify then despite uploading them,to shopify they remain yours they,already said that it's all just subject,to the license you're providing,you can remove it at any time but,removing your shopif your shop shopify,store does not terminate,any right or license granted the,materials,that shopify requires to exercise any,rights to perform any obligation that,arose under the term,so there at least maybe it's somewhat,limited because it's granted to the,materials that shopify requires to,exercise the rights to perform any,obligations that arose under the term so,that should mean that they can't use it,any further,after,you delete your store,just to the effect of being able to,continue on whatever the services were,that were,under the term if there was for some,reason like you know saving it,onto their servers things like that um,you agree that shopify can create any,time review and delete any or all of,your materials submitted to the services,well shopify is not obligated to and,you're granting shopify non-exclusive,transferable sub-licensed royalty-free,worldwide right to use the names,trademark service marks and locals,associated with your store,your trademarks to upright provide and,promote the services and to perform,obligations and exercises,our rights under the terms the license,required any termination,of the services to the extent that,shopify requires the license to exercise,rights to perform any obligations that,arose so again here they're giving,themselves the right to use your,trademarks to sit you know to list you,on their store to say you know maybe,they do an ad based on you,uh so they're giving them the rights to,use your brand name your trademark,there,of course they talk about their own,intellectual property rights but,something else to know of,is that you know for this for the ip it,is the difference between,it you know,what you're actually uploading to,shopify website which you know probably,photos of the product,images you know it might be a little,different if you're selling a digital,product and you're uploading that versus,an actual product or just the picture of,the product that you're uploading there,um,although they do have the right to make,derivatives so depending upon what the,product is me you know if it's artwork,uh,by uploading the picture of the artwork,maybe they can make an actual copy of,the artwork because it's a derivative of,that picture then um could be argued,here so it is very broad,um are they probably going to use the,license to extend that that they can,probably not,but it is a very broad license and one,other thing i want to point out was,they do talk about the dmca,digital millennium copyright act,which is in,11.,so,just so you know if you do upload,something that is a third parties,usually there's a procedure for shopify,to be immune from that called dmca,and this is the procedure for what would,happen you're normally someone will file,a takedown notice shopify would probably,take down your,listing for that,until it's worked out and there's a,couple of different things that can be,done but you know here it says which,just means shopify respects intellectual,property rights and you should too if we,receive a dmca notice we may disable,access or remove the alleged infringing,content from your store,if you think the claim is valid you can,send a counter notification if you if,you don't think the claim is valid i,mean you believe you have all the rights,into it there's something called a,counter notification and you would send,that,if you believe one of our merchants is,infringing your intellectual property,you can send the dmca so if you think,someone else is infringing on your,rights you can send one and there's all,procedures around dmca but i just wanted,to point that out because we did discuss,about,um,you know the indemnification part that,you're supposed to indemnify them as a,shopify seller,um and just because they take it down,does not obviate that meaning if someone,still decides to sue for infringement,even once it's taken down because it's,basically strict liability once it's out,there,you're infringing on it if you're,infringing,then,this is part of the procedure but it,might not obviate that liability but,just wanted you to know about dmca,takedown and,maybe we'll talk about that in a,different video at a later date so i,hope this helps,thanks for listening

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