Facebook Commerce Product Merchant Agreement

Last Updated: October 5, 2015

Facebook provides one or more services that merchants can use to display, facilitate the sale of, and/or sell products to
Facebook users (each a “User”), including without limitation, the Buy Button feature, a feature through which users can
browse and/or purchase goods on merchant Pages and/or a feature through which users can browse and/or purchase
goods on a feed (collectively, the "Program”). The following terms (“Program Terms”) apply to your participation in the
Program.

1. OVERVIEW

As more fully detailed throughout these Program Terms, you agree that:

a. The Program provides you a platform to display, facilitate the sale of and/or sell Products to Users.
Without limitation, the Program may include the Buy button feature, a feature through which users can
browse and/or purchase goods on merchant Pages, and/or a feature through which users can browse
and/or purchase goods on a feed.
b. For Product sales completed using the Buy button, a third party Payment Processor (defined below), and
not Facebook, will process the payments for those sales.
c. While Facebook will provide the platform and may help with disputes as described below, Facebook is
not responsible for, and has no liability for: (a) processing, paying for, or fulfilling the Product sales, or (b)
the acts and omissions of any third party.
d. Facebook does not endorse, sponsor, recommend, or make any guarantees about any Users,
Ecommerce Platforms, Payment Processors, or other Service Providers.

2. FACEBOOK PROGRAM

a. Through the Program, you may create product listings for your physical goods (“Products”) to Users
(each a “Product Listing”). Product Listings may appear on Facebook, including on your Facebook
Page, as Facebook ads, in a feed elsewhere on Facebook, or in other Facebook commerce features.
Facebook may require prior approval of Product Listings, and may reject, suspend or disable any Product
Listing at any time.
b. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any
data, content, and other information provided by you or accessed by Facebook in connection with the
Program (collectively, “Product Content”), including photos, videos, and Product Listing content, in
connection with the Facebook Services.
c. The Buy button component of the Program is available to Users only in the 50 United States and D.C.
and Canada (“Eligible Territory”). You agree not to use or attempt to use the Buy button to sell Products
to Users outside those locations.

3. TEST PARTICIPATION

a. The Program is in a test phase, so the Program may contain errors (including technical errors that may
affect user perception). The Program is provided “as is” and “as available” and Facebook is not obligated
to correct either errors or the effect(s) of errors or provide any technical support. You (a) agree to record
performance, problems, issues, ideas, feedback, and suggestions for enhancements to the Program
(collectively, the “Program Impressions”), and to report such Program Impressions to Facebook on a
timely basis; (b) hereby assign to Facebook all right, title, and interest in and to the Program Impressions,
while waiving any claim to compensation from Facebook; and (c) agree that Facebook may change,
 withdraw, or discontinue the Program at any time in its sole discretion. The test version of the Program is
currently offered free of charge, but Facebook reserves the right to charge a fee for later versions of the
Program. During the test phase, Facebook may (but is not obligated to) place ads on your behalf.
b. Your right to participate in the Program will continue until the end of the test phase, as specified by
Facebook, unless earlier terminated in accordance with these Program Terms (the “Term”). Facebook
may suspend or terminate your access to and right to use the Program at anytime in its sole discretion
with or without cause upon notice to you. Any such action will not relieve you of your obligations to fulfill
and ship Products you have already sold using the Program.
c. During and after the term of these Program Terms, you (a) agree that you will not use any Confidential
Information other than as expressly permitted under these Program Terms or as expressly authorized in
writing by Facebook, (b) will use the same degree of care to protect the Confidential Information as you
use to protect your own confidential information, but in no circumstances less than reasonable care, (c)
will not disclose the Confidential Information to any person or entity other than your officers, employees,
and Service Providers who need access to such Confidential Information to effect the intent of these
Program Terms and who are bound by written confidentiality obligations at least as protective as those
set forth in this Section. “Confidential Information” means any and all information disclosed by
Facebook to you relating to the Program and/or these Program Terms.

4. PRODUCT LISTINGS

a. Product Listings are “commercial content” governed by the Facebook Ads Policies You are solely
responsible for any and all Product Listings and Product Content, including maintaining current complete
and accurate description, price, fees, tax, and shipping information and any other disclosures required by
Applicable Law.
b. To the extent Facebook provides tools to allow you to view information about past transactions or to
calculate default shipping rate, tax rate, or other data, such tools are provided as a convenience only and
you use them at your sole discretion and risk.
c. Product Listings must not (a) violate the Facebook Ads Policies or Applicable Law, (b) market goods or
services regulated under Applicable Law, or (c) for Product Listings incorporating the Buy button, market
goods or services outside of the Eligible Territory (defined above).
d. You will properly honor, fulfill and ship all Product sales. You or your Payment Processor (as applicable),
and not Facebook, will be the merchant of record for any Product sales.
e. You are solely responsible for determining and calculating any and all taxes, duties, fees, and additional
charges (“Taxes and Duties”) arising from your Product sales through the Program and for collecting,
withholding, reporting, and remitting correct Taxes and Duties to the appropriate authority.
f. Without limiting the above, you shall calculate and communicate to User a guaranteed "landed" cost that
includes all such applicable fees, duties, taxes and charges in the order total. To the extent the actual
fees, duties, or taxes due exceed such cost, you and not Facebook or User are solely responsible for
such amounts. You shall designate a carrier to act as User's agent with relevant customs and tax
authorities in the destination country, to clear the merchandise and process and remit any applicable fees
to the relevant customs and tax authorities.
g. You agree to comply with all export control laws and regulations applicable to products you sell. You
agree not to export or re-export items to any entity or individual or destination that may be prohibited
under Applicable Law. You are responsible for ensuring that merchandise shipped internationally is not
prohibited for import into the country to which it is destined, and that you have prepared and provided to
your designated carrier all import documentation that is required for customs clearance of the
merchandise.

5. PRODUCT SALE TERMS

 a. For any transactions completed using the Buy button feature, you agree to comply with the then-
current Delivery, Return and Dispute Policy (incorporated herein by this reference) and Customer
Support Policy (below). PLEASE READ THEM CAREFULLY.
b. You will provide Facebook with a link to your own sales terms (“Merchant Terms”) and privacy policy
(“Merchant Privacy Policy”) that you want to apply to Product sales between you and Users. Your
Merchant Terms and Merchant Privacy Policy must comply with Applicable Law and you must comply
with your Merchant Terms and Merchant Privacy Policy. For each of these links, Facebook may display
such link, the contents of the linked page, or frame the linked page, in connection with the Program. You
are solely responsible for updating each link as needed. If you do not provide a Merchant Privacy Policy,
the default Merchant Privacy Policy for Sales on Facebook will apply.
c. If your merchant terms conflict with these Program Terms, the Delivery, Return and Dispute Policy, or the
Customer Support Policy, you will provide the User the greater rights.

6. USER DATA

a. “Transaction Data” means any data, content, or other information of any User you receive from
Facebook in connection with the Program, excluding Ads Data and Card Data (each defined below). You
acknowledge that both you and Facebook are data controllers of your respective copies of Transaction
Data. You may use Transaction Data only in accordance with your Merchant Privacy Policy and
Facebook's Statement of Rights and Responsibilities (the "SRR") (including, as applicable,
the SRR, Facebook Pages Terms, Facebook Platform Policies, and Ads Policies). If there is a conflict,
the restrictions in the SRR will control over your Merchant Privacy Policy. You may not allow any third
parties to access Transaction Data other than your Service Providers and as required to comply with
Applicable Law.
b. Transaction Data may only be used for marketing purposes if you have obtained prior explicit User
consent during the checkout process on Facebook for such use and such marketing is carried out in
accordance with Applicable Law.
c. To help facilitate your transaction, Facebook may provide some or all of a User's full payment card
number, expiration date and security code (CVV), or billing address (collectively, “Card Data”) to your
Payment Processor and/or Ecommerce Platform. Notwithstanding the foregoing, the first 6 digits (BIN),
the last 4 digits, and billing zip code, each on a standalone basis, are also deemed Transaction Data.
You should not receive any Card Data, including through your Ecommerce Platform, except for those
elements of Card Data that on a standalone basis constitute Transaction Data, and you will promptly
notify Facebook if you do.
d. Your use of any Facebook advertising data (as defined in the Ads Policies) you receive (directly or
indirectly through your Ecommerce Platform) from Facebook is subject to the SRR.
e. You will establish and maintain technical and organizational safeguards that comply with all Applicable
Law, and that protect against the destruction, loss, disclosure, unauthorized or unlawful processing or
alteration of Transaction Data. If you become aware of any unauthorized access to, use of, or breach
involving Transaction Data, you agree to: (i) promptly notify Facebook of such incident (including, when it
occurred, effect on the Transaction Data, and the corrective action), (ii) promptly take appropriate actions
to address any such incident, and (iii) be responsible for all costs, expenses, fines, fees, penalties and
other liability directly arising out of or related to any such access, use or breach which Facebook may
incur or otherwise be responsible for.
f. Upon written notice from Facebook, you will immediately terminate your Service Providers’ access to and
use of the Program and Transaction Data and will require such Service Providers to delete all copies of
Transaction Data in their possession or control.
g. Facebook will comply with any applicable PCI DSS requirements, to the extent its performance under the
Program causes it to be deemed your service provider with respect to cardholder data not captured in the
definition of “Card Data,” above.

7. THIRD PARTIES
 a. If you are using an ecommerce service provider (“Ecommerce Platform”) to access the Program, you
have authorized your Ecommerce Platform to enter into theSRR and other applicable terms on your
behalf. You are solely responsible for paying any fees you incur in connection with placing ads on
Facebook in accordance with the SRR (including the Community Payment Terms), even if you pay those
fees through your Ecommerce Platform. Through the Term and for 180 days thereafter (“Wind-down
Period”), you will maintain an active account in good standing with your Ecommerce Platform and
comply with your agreement with your Ecommerce Platform.
b. If you are using the Buy button feature, through the Term and for the Wind-down Period you will maintain
an active account in good standing with a Facebook approved payment processor (directly or through
your Ecommerce Platform) (your “Payment Processor”) and comply with your agreement with your
Payment Processor.
c. You may only use service providers, including any Ecommerce Platform, Payment Processor, or other
third party (including consultants and contractors) (each a "Service Provider"), in connection with the
Program if they act on your behalf and are bound by agreement to protect Transaction Data at least as
much as required under these Program Terms. Although they may perform some of the actions
described in these Program Terms on your behalf, any violation of these Program Terms by one of your
service providers will be deemed a breach by you.
d. Your ability to access the Program or process payments for Product sales may be contingent on your
ability to access your Ecommerce Platform and Payment Processor's services, respectively, and
Facebook has no responsibility for either of those third parties or their services.
e. If you are using the Buy button feature, through the Term and Wind-down Period, you will authorize with
Payment Processor, and hereby authorize Facebook to access, use and interact with your Payment
Processor account and service on your behalf, including to initiate authorizations, captures, refunds and
cancellations, to take other actions required to complete or monitor activity related to Product
Transactions, or to receive data to allow Facebook to determine chargeback rates and refund rates for all
of your transactions (whether occurring on Facebook or elsewhere) occurring in connection with your
Ecommerce Platform and/or Payment Processor. Facebook may initiate refunds or cancellations for
Product Transactions on your behalf for (a) at least 45 days after the Product Transaction (or longer if
you provide a longer return period to Users) during the Term and (b) at least 90 days after the Product
Transaction after the Term. Facebook may receive notice of chargebacks for at least 180 days after the
Product Transaction both during and after the Term. Upon Facebook’s request, you will instruct Payment
Processor to only run credit card verification for Product Transactions to the extent instructed by
Facebook (e.g., if Facebook independently conducts credit card verification). “Product Transaction”
means a User payment transaction with you that is initiated through the Program, and all related events
(whether initiated by Facebook or by a third party) (e.g., Facebook initiated authorizations, captures, and
refunds, and externally initiated chargebacks, refunds, and declines).

8. PUBLICITY

a. At its option, Facebook may promote the Program and refer to you as a participant. You will not issue
make any public statements or disclosures about the Program without Facebook’s prior written approval.
You will not make any representation, guarantee, condition, endorsement, or warranty concerning
Facebook, or that you are an affiliate or partner of Facebook.

9. ACTIONS WE MAY TAKE

a. We may, indirectly or through third parties, make any inquiries that we consider necessary concerning
your identity and creditworthiness.
 b. If you are using the Buy button feature, we may cancel any transaction we believe violates these
Program Terms or the SRR, or if we believe doing so may prevent financial loss.
c. If you are using the Buy button feature, in order to prevent financial loss to you or to us, we may place a
delay on a payment for a period of time, limit payment methods for a transaction, limit your ability to make
a sale, or deactivate your account. We may also contact and share payment and transaction details with
the payment method issuer, law enforcement, or affected third parties, if we believe doing so may
prevent financial loss or a violation of law.

10. DISPUTES

a. If you believe that an unauthorized or otherwise problematic transaction has taken place under your
account, you must notify us immediately, so that we may take action to prevent financial loss. Failure to
notify us within 30 days after the transaction will waive, to the fullest extent permitted by law, any claims
by you against us arising out of or otherwise related to the transaction.
b. Disputes between you and Facebook arising out of the Program will be handled in accordance with the
dispute provisions in the SRR, including the provisions regarding dispute procedures, governing law, and
venue.
c. We are not liable for any disputes between you and the User arising out of a purchase through the
Program. Any disputes regarding a transaction completed using a Buy button will be handled in
accordance with the Delivery, Return and Dispute Policy.

11. OTHER

a. The Program is part of the “Facebook Services” under the SRR, and the SRR continues to apply to your
use of the Program and any other use of Facebook. In the event of any conflict between these Program
Terms and the SRR, these Program Terms shall solely govern with respect to your use of the Program to
the extent of the conflict.
b. The following will survive any termination of these Program Terms: (a) your license grants and
assignments to Facebook, (b) your obligations (and Facebook’s rights) in connection with your activities
under the Program during the Term, (c) the provisions that expressly continue for the Wind-down Period,
and (d) your obligations (and Facebook’s rights) under the Section titled “Confidentiality” and Sections 6-
11.
c. Facebook may update these Program Terms and any incorporated terms at any time without notice as
we deem necessary to the full extent permitted by law. Your continued use of the Program constitutes
acceptance of those changes. Please check the applicable links regularly.
d. You must comply with all laws and regulations that apply to your use of the Program (“Applicable Law”),
including the laws that apply if you are selling to a User in a different jurisdiction. You will ensure that you
have all necessary rights and authorizations to carry out the activities contemplated hereunder.
e. Nothing in these Program Terms shall prevent us from complying with the law.
f. If you are a resident of or have your principal place of business in the US or Canada, these Merchant
Terms are an agreement between you and Facebook, Inc. Otherwise, these Merchant Terms are an
agreement between you and Facebook Ireland Limited. References to “us,” “we,” and “our” mean either
Facebook, Inc. or Facebook Ireland Limited, as appropriate.

Customer Support Policy

1. Availability and Delivery

 a. You must have sufficient quantity of Product on-hand to fulfill all orders.
b. Any shipping method used should have an expected arrival date of no more than 10 business days from
the shipment date.
c. You will ship using one of the following acceptable shipping methods: (1) UPS Ground, FedEx Ground,
and USPS Priority, (2) USPS First Class with a tracking number, or (3) any other shipping method with
the prior written consent of Facebook.
d. Any shipment without a tracking number that is reported as not received by the customer after 10
business days of the shipping date shall be considered lost and you will either reship the Product or issue
a Customer Refund within 2 business days of the customer report date.
e. You will keep the customer updated on the order through the Program (e.g., confirming shipment and
providing information on the shipping carrier, shipping method, and tracking number).
f. Only the following types of Products may be listed in the Product Listing as “Special Delivery/Handling”:
customized products, pre-order products, and any other products with the prior written consent of
Facebook.

2. Returns, Refunds, and Cancellations

a. All refunds will be issued from you to customer’s original payment method (“Customer Refund”). For the
avoidance of doubt, you are solely responsible for the costs of all Customer Refunds and chargebacks
(whether initiated by customer, you, or Facebook).
b. Within 2 business days of receiving a return permitted under the Delivery, Return and Dispute Policy, you
will issue a Customer Refund.
c. Within 2 business days of canceling an order, you will (i) either not charge the customer or issue a
Customer Refund (as applicable) and (ii) notify customer of the reason for the cancellation.
d. At Facebook's sole discretion, Customer Refunds may also be issued for any the following reasons: (i)
for any reason permitted under the Delivery, Return and Dispute Policy, (ii) in order to resolve a customer
dispute or (iii) if you are being unresponsive or fraudulent, or (iv) if the Product is denied entry into the
jurisdiction to which it is shipped.
e. Only the following types of Products may be listed in the Product Listing as “Final Sale”: customized
products, perishable products, and any other products with the prior written consent of Facebook.

3. Customer Service

a. You must provide and maintain an active email address and phone number on file with Facebook
(“Support Contact”).
b. You are responsible for reviewing and responding to all incoming communications submitted by
customers and Facebook through the Support Contact or otherwise received by you within 2 business
days.
c. You will provide Facebook a report within the first 5 business days of each month detailing the following
for the prior month: (1) listing each customer dispute, (2) the topic of such dispute, (3) a brief summary on
the status of the dispute (including the date and description of the resolution, if applicable) and (4) any
other information (including customer correspondences) as reasonably requested by Facebook regarding
customer interactions in the prior month.
d. At minimum, you will provide customers of the Program with the same level of support and service that
you provide to customers who do not use the Program.