Commerce Product Merchant Agreement
The following terms (“Program Terms”) apply when you use any service (each, a “Merchant Commerce Feature”) we make available for you to display, facilitate the sale, lease or rental of, and/or sell, lease or rent goods or services to users (each, a “User”) of Facebook. For purposes of these Program Terms, references to “us,” “we,” and “our” mean Facebook and, with respect to your use of the Instagram Services, Instagram.
  1. We may display product or service listings you create (“Product Listings”) on the Facebook Products. If you implement or have previously implemented any Facebook Tools (as defined in our Facebook Business Tools Terms), you acknowledge that these terms apply in connection with the Merchant Commerce Features, including for optimization on Facebook's Marketplace feature.
  2. Your Product Listings must comply with our Commerce Policies and applicable law. You must not use the Merchant Commerce Features in connection with activities, individuals or entities that are located in a country or region that is subject to comprehensive U.S. sanctions law or that would otherwise violate applicable U.S. or non-U.S. trade sanctions laws.
  3. You are solely responsible for the contents of your Product Listings (including description, price, fees, tax that you calculate, any required legal disclosures, and any offers or promotional content).
  4. You are responsible for displaying any sales, privacy, or other terms that you want to apply to your interactions with Users.
  5. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of any data, content, and other information provided by you or accessed by us in connection with the Merchant Commerce Features (collectively, “Product Content”), including photos, videos, and Product Listing content, in connection with the Facebook Products.
  6. Any tools we provide in connection with Merchant Commerce Features, including tools to allow you to view information about past transactions or to calculate default shipping rate, tax rate, or other data, are provided as a convenience only and you use them at your sole discretion and risk. The following terms also apply to any tool we provide that allows you to calculate tax rates (“Tax Calculation Tool”):
    1. We provide no representation, warranty, guarantee, or advice, and we disclaim any responsibility to verify, the following: (a) the accuracy of the tax rules or methodology in the Tax Calculation Tool, (b) the application of taxes to your products or of the tax jurisdiction assignment functionality tax rates of applicable taxes, including but not limited to sales and use tax, goods and services tax (GST), value added tax (VAT) and other applicable taxes (“Applicable Taxes”), and (c) whether or not the amounts we collect on your behalf satisfy your obligations to collect Applicable Taxes. You are responsible for reviewing and determining the correct calculation settings, including your obligation to collect Applicable Taxes, tax nexus, product tax code assignments, and all related information for your products. The calculation of Applicable Taxes is based on your calculation settings and information you provide to Facebook for the jurisdiction(s) where you have an obligation to calculate, collect and remit Applicable Taxes.
    2. Except for sales shipped or delivered to jurisdictions where we are required to collect and remit Applicable Taxes on your behalf (“Marketplace Facilitator Jurisdictions”), any amounts collected and remitted using the Tax Calculation Tool will be remitted to you.
    3. The Tax Calculation Tool is limited to the calculation of Applicable Taxes and does not calculate or collect any product-based excise taxes or any fees or surcharges. The Tax Calculation Tool calculates tax based the entire amount of the transaction (including sale price, shipping fees and any other charges subject to tax).
    4. You must maintain documentation of all relevant tax information, including records of paying all taxes to the appropriate tax authorities. You represent that the tax registration number and all other information you provide to us are accurate and current, and you will immediately update any such information in case of changes. We reserve the right to confirm the validity of your seller account information (including your tax registration number) and request additional information from you or government authorities as permitted by law. You agree to provide information to us upon request in the time prescribed.
    5. Except as otherwise provided in these Program Terms, you agree that we are not obligated to determine whether taxes apply, and we are not responsible to collect, report, or remit any taxes arising from any transaction. If a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid on your behalf or resulting from your sales in the jurisdiction.
  7. We are not responsible for managing, paying for, or fulfilling any sales that result from your Product Listings.
  8. You may only use Service Providers in connection with the Merchant Commerce Features if they act on your behalf and are bound by an agreement to protect Transaction Data at least as much as is required under these Program Terms. A breach of these Program Terms by any of your Service Providers will be deemed a breach by you. “Service Providers” means anyone who directly or indirectly provides services to you or to third parties on your behalf.
  9. You may only use any User’s data, content, or other information you receive from Facebook in connection with your use of the Merchant Commerce Features (“Transaction Data”) as follows: (a) in accordance with the Facebook Terms of Service ("Terms") (including, as applicable, the Terms, Facebook Pages Terms, and Facebook Platform Policies), (b) to support the transaction(s) arising from the User’s use of the Merchant Commerce Features, and (c) in accordance with any other consent you have received from the User. If the consent you received from a User conflicts with the Program Terms, then the Program Terms will control. Subject to Section 8, you may only share Transaction Data with Service Providers or as required to comply with applicable law. Transaction Data includes data received through any Merchant Commerce Features that we may in our discretion provide to facilitate your communication with Users (“Communication Tools”).
  10. You may not use Transaction Data for marketing purposes unless the applicable User has provided prior express consent using a feature that we may in our discretion make available for Users to provide such consent. You may not in any circumstances use the Communication Tools for marketing purposes.
  11. The following terms apply if you use a Merchant Commerce Feature that allows Users to initiate payments to you:
    1. You must comply with our technical documentation with respect to any such Merchant Commerce Feature.
    2. Your payments will be processed by a third-party payment processor with whom you have a direct relationship, and not by us.
    3. You are solely responsible for determining, collecting, withholding, reporting, and remitting Applicable Taxes, duties, fees, surcharges and additional charges for sales that result from your Product Listings. For sales shipped or delivered to Marketplace Facilitator Jurisdictions where we are required to collect and remit Applicable Taxes on your behalf, we will automatically calculate, collect, and remit Applicable Taxes to the Marketplace Facilitator Jurisdictions on your behalf in accordance with applicable law. Except as provided in section 12, below, any fees, commissions or other amounts payable to us are exclusive of any Applicable Taxes, and to the extent taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable.
    4. If you have opened an account with a payment processor via a Facebook Product or linked your existing payment processor account to a Facebook Product:
      1. You authorize us 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 us to determine chargeback rates and refund rates for all of your transactions. We may also initiate refunds or cancellations on your behalf.
      2. We may cancel or refund any transaction we believe violates these Program Terms, the Purchase Protection Policy, the Merchant Policies, or the Terms, or if we believe doing so may prevent financial loss. We may also 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.
    5. If you have not opened an account with a payment processor via a Facebook Product or linked your existing payment processor account to a Facebook Product:
      1. You may receive tokenized payment credentials for each transaction. You may only use those tokenized payment credentials for the transaction for which you received them.
      2. For transactions completed with these tokenized payment credentials, the consumer maintains all rights under applicable law and network rules with respect to chargebacks and other disputes related to those transactions. In the event of a dispute, (A) our token solution provider ("TSP") has the right to initiate a chargeback; and (B) you have the same rights and responsibilities with respect to a chargeback initiated by the TSP as you would with respect to any other chargeback.
  12. If you use your Page to sign up to our merchant commerce platform (a Merchant Commerce Feature) by opening an account with one or more third party payment processors via Facebook or Instagram on or after May 16, 2018, then the following terms apply to all of your Page’s sales from Product Listings where a user can pay for the item without leaving Facebook or Instagram (as applicable):
    1. All such sales are subject to our Purchase Protection Policy and Merchant Policies.
    2. You agree to the terms of service of the payment processor(s) we selected, which currently include the terms of Stripe and PayPal.
    3. You acknowledge that the payment processor(s) we selected will process all payments for such sales, according to their respective terms of service.
    4. We reserve the right to add or change payment processors from time to time, and your continued use of the Merchant Commerce Features constitutes acceptance of such addition or change. You acknowledge that we may share the information you provided when you signed up to our merchant commerce platform with any payment processors we select, solely for the purpose of enabling them to provide you with payment processing services to support the Merchant Commerce Features that you use.
    5. You will be charged a fee of 2.9% + $0.30 per transaction. This fee will be calculated based on the entire amount of the transaction (including sale price and any shipping fees and Applicable Taxes). You will also be subject to a fee of $20 per chargeback, which will be waived upon successful representment provided that you are compliant with these Program Terms and all applicable policies. All fees are non-refundable and include Applicable Taxes, but do not include any taxes that you may be responsible for paying based upon payments received for your Product Listings. The payment processor may charge other types of fees, as described in the payment processor’s terms.
    6. You authorize the payment processor(s) we select to electronically debit the bank account you provided us for chargebacks or other fees, fines, penalties, negative balances or other amounts owed to the payment processor or to us under these Program Terms, and, if necessary, to electronically credit your account to correct erroneous debits. This authorization will remain in effect while you have a Shop tab associated with your Page. If you delete your Shop tab, the authorization will remain in effect for another 60 days before expiring. You represent and warrant to us that the bank account you provided is a business deposit account and that such account is not used for any personal, family, or household purposes. You understand and agree that the initiation and transmission of each debit and credit will be subject to, and made in accordance with, applicable law and the Operating Rules of the National Automated Clearing House Association (“NACHA”).
    7. If a debit authorized under Section 12.f fails, we may take additional steps to collect past due amounts. You will pay all expenses associated with such collection.
The Merchant Commerce Features are part of the “Facebook Products” under the Terms, and the Terms continue to apply to your use of the Merchant Commerce Features and any other use of the Facebook Products. In the event of any conflict between these Program Terms and the Terms, these Program Terms shall solely govern with respect to your use of the Merchant Commerce Features to the extent of the conflict. We may change or update these Program Terms from time to time and your continued use of the Merchant Commerce Features constitutes acceptance of those changes. These Program Terms will terminate in the event of any termination of the Terms, but the following provisions will still apply: the lead-in paragraph, Sections 5-10, 12.a, 12.b, 12.e-g, and this paragraph.
To the extent you use the Instagram Services, these Program Terms are part of the “Instagram Services” under the Instagram Terms of Use, and the Instagram Terms of Use continue to apply to your use of the Merchant Commerce Features and any other use of the Instagram Services. In the event of any conflict between these Program Terms and the Instagram Terms of Use, these Program Terms shall solely govern with respect to your use of the Merchant Commerce Features to the extent of the conflict. We may change or update these Program Terms from time to time and your continued use of the Merchant Commerce Features constitutes acceptance of those changes. These Program Terms will terminate in the event of any termination of the Instagram Terms of Use, but the following provisions will still apply: the lead-in paragraph, Sections 5-10, 12.a, 12.b, 12.e-g, and this paragraph.

Date of Last Revision: March 19, 2019