Merchant Terms of Service PINTEREST COMMERCE ADDENDUM

Transcription

1 Merchant Terms of Service PINTEREST COMMERCE ADDENDUM Thank you for using Pinterest! This addendum ( Addendum ) to the Pinterest Business Terms of Service ( Business Terms ) together with the Business Terms governs your access to and use of the Commerce Platform, a Pinterest Product which: (i) enables you to provide Pinterest with information about products for sale by you ( Merchant Data ), and (ii) enables Pinterest to provide to its users the ability to purchase products from you within the Pinterest Products. Except as otherwise specified in this Addendum, all defined terms in this Addendum are as set forth in the Business Terms. 1. Our license to you. Pinterest grants you a limited, non-exclusive, non-transferable, and revocable license to use the Commerce Platform. Pinterest may enable the purchase functionality for your products at our sole and absolute discretion. 2. Your obligations a. You agree to implement the Commerce Platform and provide Merchant Data as set forth in Exhibit A ( Technical Specifications ). All Merchant Data will be deemed User Content under the Business Terms and subject to the license applicable to User Content as well as the other terms contained in the Business Terms. You represent and warrant that Merchant Data you provide is accurate and timely. b. You agree to provide Pinterest users who make purchases with you through the Commerce Platform with the same customer support, refund policies, and any other buyer services, protections, or rights as those provided to purchasers of products on your own site(s) or applications. You are solely responsible for fulfilling purchases made through the Commerce Platform, and all customer support and inquiries associated with such purchases. You agree to fulfill purchases made through the Commerce Platform in the same manner (e.g., speed, care, etc.) in which you fulfill purchases of products through your own site(s) or applications.

2 c. You agree to notify Pinterest immediately at if you experience any issues that adversely impact more than 2% of outstanding orders for purchases received through the Commerce Platform. d. Pinterest will provide you with notice of any changes to the Commerce Platform that require you to implement changes to your integration with the Commerce Platform. You will have 30 days from the date of notice (unless otherwise mutually agreed between the parties in writing) to implement the changes. e. If a change to the Technical Specifications is required to (i) address a material failure of the Commerce Platform experienced by Pinterest users, (ii) protect the safety, rights, or property of the public, any person, or Pinterest, (iii) to detect, prevent, or otherwise address fraud or security issues, or (iv) to comply with any law or regulation, you agree to implement the changes within 7 days of notice from Pinterest, and Pinterest may immediately suspend your access to the Commerce Platform until the issue necessitating the change to the Technical Specifications is resolved. Notwithstanding the foregoing, Pinterest will use best efforts to notify you either immediately before or immediately following such Commerce Platform access suspension. 3. Policies a. You will comply with Pinterest s Acceptable Use Policy, Advertising Rules, and Brand Guidelines, as may be updated from time to time in Pinterest s sole discretion. b. Both parties will comply with applicable Payment Card Industry ( PCI ) security regulations, and will notify the other, and the payment processing services listed in Section 8 of this Addendum, in the event that the status of either parties PCI compliance changes. Pinterest and its partners may suspend or terminate your license to the Commerce Platform if we believe you are no longer in compliance with the PCI requirements. Each party will provide the other party with its annual PCI Attestation of Compliance documentation. c. You agree that all data collected by Pinterest from its users (including you) is subject to the Pinterest Privacy Policy. 4. Fees The Commerce Platform is made available to you free of charge; however, Pinterest reserves the right to charge fees for the Commerce Platform in the future. For the avoidance of doubt, if you participate in Pinterest s advertising products ( Promoted Pins ), any Promoted Pins agreement -! 2-

3 between you and Pinterest shall govern your use of Promoted Pins including any fees for Promoted Pins. 5. Confidentiality. Each of the parties will not disclose the other party s Confidential Information to any third parties, and will only disclose the other party s Confidential Information to employees, agents, and contractors who need to know such Confidential Information to fulfill obligations under this Addendum but only if the employee, agent, or contractor has agreed to nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Addendum. The recipient is not restricted from disclosing Confidential Information to the extent required by law, but must use reasonable efforts to give the other party reasonable advance notice of the required disclosure. Recipient must protect the other party s Confidential Information using the same degree of care that it exercises with respect with its own Confidential Information, but in no event with less than reasonable care. Confidential Information means information disclosed by a party to the other party under this Addendum that is marked as confidential or would normally be considered confidential under the circumstances, and includes the terms of this Addendum, non-public aspects of the Commerce Platform made available to Merchant, the results and performance of Merchant s use of the Commerce Platform, and any feedback between Merchant and Pinterest regarding the Commerce Platform. Confidential Information does not include any information that (i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of recipient; (ii) was known by recipient without restriction as to use or disclosure prior to receiving such information from the discloser, (iii) is rightfully acquired by recipient from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by recipient. 6. Indemnities. Merchant agrees to indemnify and hold Pinterest harmless from any claims, including reasonable attorneys fees, made by any third party related to: (i) any data breach or security breach related to your use of data you collect from the Commerce Platform, or (ii) your failure to comply with any applicable PCI compliance requirements. Pinterest uses Stripe Inc. ( Stripe ) and Braintree, a division of Paypal, Inc. ( Braintree ) for payment processing services (even for merchants that are not utilizing Stripe Connect or Braintree). -! 3-

4 7. Term and Termination. a. Term. The initial term of this Addendum will terminate on May 1, This Addendum will automatically renew for additional, successive one-year renewal terms unless at least 30 days before the end of the then-current term a party provides the other party with written notice that it does not elect to renew. b. Termination for Cause. Either party may terminate this Addendum upon prior written notice if the other party is in material breach or default of any provision of this Addendum and fails to cure such breach or default within thirty (30) days after receiving written notice of such breach or default. c. Termination for Convenience. During the Term, either party may terminate this Addendum for any reason upon written notice to the other party. d. Survival. The following sections will survive any expiration or termination of this Addendum: 2(a), 2(b), 3(c), 5, 6, 7(d), and 8. Termination of this Addendum will not terminate (i) any other agreement between Merchant and Pinterest, including the Business Terms or any Promoted Pins agreement, or (ii) the license grant to use Merchant Data under the Business Terms. 8. Miscellaneous a. Relationship between terms. In the event of a conflict between this Addendum and the Business Terms, the Business Terms will govern. b. Third-Party Beneficiaries. All parties agree that Stripe and Braintree shall be, and are hereby, named express third-party beneficiaries of Section 3(b) of this Addendum, with full rights of enforcement. -! 4-

5 In witness hereof, the parties have duly executed this Addendum as of the last date executed. PINTEREST, INC.: MERCHANT Signature: Signature: Name: Name: Title: Title: Date: Date: -! 5-

6 EXHIBIT A TECHNICAL SPECIFICATIONS Part 1: Feed Integration Merchant agrees to provide a Merchant Product Data Feed formatted based on the Google Products Feed Specification including the below listed attributes. Attributes may be updated or edited if mutually agreed upon in writing (including ). The specified attributes apply to all product data submission formats including: Product Feed and Product Update API. Item Attributes # Feed Element Mandatory Utility 1 ID Yes UPC ID of item 2 TITLE Yes Title of the item 3 DESCRIPTION Yes Description of the item 4 PRODUCT_CATEGO RY No Google Category 5 LINK Yes UPC level URL 6 IMAGE_LINK Yes Product image (in the color selected) as well as all available images at their native resolution, separated by commas 7 CONDITION Yes Hard coded value 8 AVAILABILITY Yes Only in stock items sent in the feed 9 PRICE Yes Price with currency (always USD) 10 BRAND Yes Brand name 11 MPN No String 12 GTIN Yes UPC number 13 COLOR No color name -! 6-

7 14 SIZE No size name 15 COLOR_IMAGE No Swatch image to represent color 16 ITEM_GROUP_ID Yes Product ID 17 ITEM_GROUP_LINK No Product/member level URL - no collection URLs 18 DELIVERY ESTIMATE No String with max delivery estimate 19 RETURN_POLICY No Policy data as hosted on Macys In the future, Pinterest and Merchant may choose to support more variant attributes for categories in addition to the ones that currently support color and/or size attributes. A product may also be eligible if it does not have any color or size variants. Part 2: Checkout Experience This Exhibit describes the end-to-end API experience of the checkout flow between Merchant, the Card Vault Partner and Pinterest. 1. A) Product Discovery and Selection User loads the pin details page on Pinterest, and a product ID is already attached to this pin through the feed product data ingestion. Pinterest client sends the product ID to the Pinterest server. Pinterest server fetches the up-to-date product info from Merchant through inventory status API. 2. B) Order Review User selects the product that he/she wants to buy, and the client sends it back to the server. Pinterest calls the Create cart, Update Cart, Fetch Cart, Get Delivery Options and Select Delivery Method APIs as appropriate on the Merchant endpoint(s). 3. C) Order Confirmation User reviews the order details, and confirms it. The client notifies the server to process this order. Pinterest server sends a request to the Card Vault Partner s PCI compliant endpoint to send encrypted payment information to Merchant PCI compliant endpoint. Merchant processes the payment and responds with a payment authorization token to the Card Vault Partner s PCI compliant endpoint that sends the token to Pinterest server Pinterest server passes the complete cart, order information, and payment authorization token to Merchant server. -! 7-

8 Pinterest calls the Merchant s Place Order and Update Payment APIs as appropriate to complete the order. Part 3: Post Checkout Experience Pinterest to query for order status using the Order Status API. Part 4: Error Handling Merchant to provide error codes, as mutually agreed upon, for general internal service errors, create cart errors, update cart errors, item out of stock, quantity exceeds limit errors, fetch cart errors, get delivery option errors, set delivery option errors, payment errors, and place order errors. Part 5: General Properties of the API Add item can be added to a cart only when an item is in stock, which is confirmed by making a real time call to the merchant to confirm availability. Checkout Solution must be idempotent - specifically the Place Order API call Specifications may be updated or changed by mutual written / ed agreement. -! 8-