Meta Platforms, Inc. Seller Agreement

UPDATED

MAY 10, 2022

1. Terms that apply to your use of Meta’s payments services on Instagram.

This Seller Agreement (our “Seller Terms”) applies to your use of Facebook Pay, a service provided by Meta Platforms, Inc. (“Meta”, “we”, “us”), to receive payments for the sale of products and services (“Seller Payment’s Features”), to enable you (a “Seller”) to receive payments for the sale of good or services (“Seller Payments Features”) on Instagram. Any payment transaction initiated by a User to you using a Seller Payments Feature is a “Transaction.” Once you have set up Facebook Pay through Instagram, you are able to receive payments from Instagram users (“Users”) who have set up Facebook Pay for use on Instagram.

  • These Seller Terms also incorporate other policies, terms and conditions that apply to you when you use Seller Payments Features, including those provided below.

  • You agree that, where applicable, sales to Users may be subject to Meta’s Seller Policies, Commerce Policy, Purchase Protection Policy, and the Meta Terms of Service.

  • Unless stated otherwise, capitalized terms not defined herein shall have the meaning given to them in the Meta Platform Terms

  • You agree to use our Seller Payments Features only for bona fide, permissible and lawful transactions and to accurately describe the goods or services sold.

2. Sellers Responsibilities and Obligations

A. Data Security and Internet Connectivity. Seller is solely responsible for establishing, hosting, and maintaining its connection to the Internet.

  • Seller agrees to maintain commercially reasonable business practices with the use of the Seller Payments Features. Seller further agrees to ensure that any data stored or transmitted in conjunction with or related to any Transaction is accurate, complete, and secure. Seller must review its Transactions on a regular basis to determine if any suspected unauthorized activity has occurred through its account or systems, and in any such event promptly notify Meta.

  • Seller agrees that it shall immediately comply with any requests from Meta for reasonable action by the Seller to maintain, strengthen, and improve security and integrity of the Seller Payments Features.

  • Seller agrees to keep its login name, password, and other relevant information related to the Seller Payments Features confidential. Seller shall notify Meta immediately upon learning of any unauthorized use of its username, password, or other confidential information.

  • Seller shall update its software or operating system used to facilitate the Seller Payments Features immediately upon notification of any available software update.

B. Payments processing services. Payments are processed by an unaffiliated third-party payment processor, which is currently PayPal (“Payment Provider”) with which you may have a direct relationship. Seller is solely responsible for complying with, and payments are processed in accordance with the Payment Providers terms of service. Payments are not processed by Instagram or other Meta Companies.

  • The Payment Provider must meet Meta’s technical integration requirements. You agree and understand that we reserve the right to terminate, add or change Payment Providers from time to time. If we add or change Payment Providers, we will notify you of any such change your continued use of the Seller Payments Features upon receipt of such notice constitutes acceptance of such addition or change as well as your acceptance of the applicable Payment Provider’s terms of service.

  • You must keep your account information, including contact and payment information updated.

  • You authorize us to access, use, and interact with your Payment Provider about the Seller Payments Features on your behalf, including with respect to authorizations, captures, refunds, cancellations, and the execution and monitoring of activity related to the payments features. You also authorize us to receive data from your payment provider to allow us to determine chargeback rates and refund rates for all of your Transactions.

  • Any Transaction may be refunded or canceled if we reasonably believe (a) it violates these Seller Terms, applicable laws or regulations, our Purchase Protection Policy (if applicable), our Seller Policies (if applicable) or (b) that cancellation may prevent financial loss to a User, Instagram, a Payment Provider, or any other third party. For these reasons, we may also, as permitted by applicable laws and regulations: delay (or advise the Payment Provider to delay) your receipt of a payment for a certain period of time, limit the payment methods you may accept for a Transaction or limit your ability to make a sale.

C. Fees: There are currently no fees charged by Meta applicable to the seller payments features. The Payment Provider may charge fees separately. Sellers are solely responsible for understanding the Payment Provider’s terms and any and all fees charged by the Payment Provider related to the seller payments features. Please review their terms and conditions to see the fees they may charge.

D. Refunds. You are solely responsible for any refunds including any costs associated with such refunds issued on your behalf in connection with your sale of goods or services through the Seller Payments Features except as expressly provided or as authorized by Meta as a result of: (i) system error or timeout has occurred with Meta APIs; (ii) payment fraud has occurred on the Meta platform; (iii) a buyer requesting a refund but you no longer have an account with the Payment Provider or Instagram; (iv) participation in Meta’s purchase protection program.

D. Taxes. You are solely responsible for determining, collecting, and withholding, reporting, and remitting applicable taxes, including but not limited to sales and use tax, goods and services tax, value-added tax, and other similar taxes (“Applicable Taxes”), duties, fees, surcharges and additional charges for sales (“Other Fees”) that result from your use of or sale processed through our Seller Payments Feature.

  • Except as otherwise provided under applicable law, you agree that we are not obligated to determine whether Applicable Taxes and Other Fees result from your use of or sale processed through our Seller Payments Feature and that we are not responsible to collect, report, or remit Applicable Taxes arising from any Transaction.

  • You agree to defend, indemnify, and hold Meta harmless from any and all claims, liabilities, penalties and interest, losses, fines, costs and expenses, including reasonable attorneys’ fees, arising out of or related to Applicable Taxes and Other Fees that may result from the sale of your goods or services through our Seller Payments Features that you may owe to a taxing jurisdiction.

  • Claims. You will notify us immediately if you become aware of any actual or potential claim, cause of action, investigation, tax notice or audit, or dispute that could affect your ability to fully comply with these Seller Terms or which otherwise relates to your rights to use the Seller Payments Features.

3. Privacy

  • Data Policy. Meta and Instagram use of your data is subject to Meta’s Data Policy. These policies describe the information used and processed to support your payments facilitated by Meta (including Facebook Pay), Instagram, Messenger, WhatsApp, and other products and features offered by Meta (Meta Products or Products). The types of information collected depend on how you use the Products listed above. You can learn how to access and delete your information by visiting the Facebook Settings and the in-app Download Your Information function.

  • Information Sharing. You acknowledge that we may share the information you provided when you signed up to a Seller Payments Feature for the purpose of enabling payment processors to provide you with payment processing services. The Payment Providers use this information to provide payments services and may also use this information as described in their own terms and privacy policies.

  • We may share information collected under this Agreement within the Meta Companies to be used to develop, operate, provide, improve, understand, customize, support, and market our Business Services, our other services, and the services and products of the Meta Companies, including to help prevent fraud and improve payments product experiences across the Meta Companies. We also share information collected under this Agreement in order to comply with the terms of the Agreement and with legal or regulatory applicable obligations.

  • Our Global Operations. You acknowledge that we may transfer and process information that we collect, store, and use to the United States and other countries globally, so long as we have or use facilities, service providers, or partners in those locations. For the avoidance of doubt, the transfer and processing of information shall be compliant with applicable data processing laws and regulations. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.

4. Meta Promotions

  • We may offer to fund promotions, discounts, and other incentives (“Funded Incentives”) directly to Users. You acknowledge that our use of Funded Incentives does not alter your obligations under these Seller Terms. You remain solely responsible for all Applicable Taxes on any payments to you that involve Funded Incentives.

5. Term and Termination

  • Term and Renewal. The Seller Payments Agreement will commence on the date that you accept these terms. This Agreement automatically renews for successive one month periods, unless terminated according to certain provisions of this Agreement.

  • Termination. Either Party may terminate the Agreement for convenience at any time upon notice. Provided however, that Meta may terminate this Agreement immediately upon any of the following: (a) Seller’s insolvency, judicial or extrajudicial reorganization, receivership or bankruptcy (voluntary or involuntary); (b) Seller’s failure to comply with any applicable laws, including regulations and formal regulatory guidance; (c) Seller’s failure to comply with Card Association rules; or (d) Seller’s failure to comply with this Agreement or any relevant processor agreement.

  • Suspension. Meta may at any time and without notice temporarily suspend your account should it suspect lack of compliance with any of the terms in this Agreement, any Card Networks or any relevant processor agreement.

  • Upon termination or suspension of these Seller Terms, you will immediately cease all use of the Seller Payments Features, including use of any data you have received in relation to the Seller Payments Features. Sections 2.E, 2.F(f), 2.F(g), and 3 will survive any termination of these Seller Terms, as well as any other terms and provisions which by their nature are intended to survive termination of these Seller Terms.

6. Disclaimer

  • YOU USE THE SELLER PAYMENTS FEATURES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING PAYMENTS ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE WILL TAKE ALL REASONABLE EFFORTS TO WARRANT THAT THE INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, AND USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, SECURE AND SAFE, AND THAT PAYMENTS WILL FUNCTION PROPERLY. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE PAYMENTS. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, PARENTS, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PSPS, AND AGENTS FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU MAY HAVE AGAINST ANY THIRD PARTIES WITH NO CONNECTION TO THE SERVICES PROVIDED BY US.

  • The sale is between you and the User and Meta is not a party;

  • you will be responsible for investigating and resolving disputes (including returns and refunds of any goods or services purchased);

  • we are not and will not be responsible for (i) any aspect of the goods or services you sell, (ii) the acts or omissions of your Users, or (iii) the acts or omissions of the Payment Provider, including any failure or refusal by them to process a Transaction; and

  • we will not be liable for any unauthorized or failed Transactions.

  • Instagram and Meta are not licensed financial institutions, including, but not limited to, licensed money transmitters. Instagram and Meta do not receive, transmit, process, store or maintain custody or control of any funds in connection with the Seller Payments Features.

  • The ability to receive messages with payments is a separate Business Service provided to you by Instagram.

  • We shall not be liable for, and the Seller shall solely be responsible for, any unauthorized access or use of a User’s personal or financial information through the Seller Payments Features.

7. Limitation of Liability

All Transactions, requests, directives, orders and directions, entered by the Seller, are based upon the Seller’s decisions and are the sole responsibility of the Seller. Sellers shall not hold Instagram, Facebook, or any Meta Company responsible and/or liable in any manner whatsoever for any losses/damages/costs incurred by the User for initiating / processing / canceling any Transaction.

WE DO NOT RECEIVE, TRANSFER, OR STORE ANY FUNDS IN CONNECTION WITH PAYMENT INITIATION, AND ARE NOT RESPONSIBLE FOR THE SETTLEMENT OF THE PAYMENT TRANSACTIONS, WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THE SETTLEMENT OF TRANSACTIONS.

The Seller agrees that it shall not be entitled to make any claim against Facebook, Instagram, or any Meta Company with respect to any use of the Seller Payments Features.

8. Indemnification

You agree to defend, indemnify, and hold harmless Meta, Facebook, Instagram, and their respective subsidiaries, parents, affiliates, directors, officers, employees, PSPs, and agents from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following:

(a) your access to or use of Seller Payments Features, including information provided in connection therewith; (b) your breach or alleged breach of the Agreement; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any claim.

9. Other Terms

  • Additional Terms and Policies. The Seller Terms incorporate by reference the following Policies: a. Instagram Terms of Use b. Instagram Community Guidelines c. Meta Platform Terms

  • Conflicts. To the extent you use other Meta Products, these Seller Terms are part of any terms that apply to your use of those Meta Products, and those other terms continue to apply. In the event of a conflict between these Seller Terms and any other terms, the Seller Payments Terms shall govern solely with respect to your use of the Seller Payments Features.

  • Severability. If any provision of this Agreement is found unenforceable, that provision will be severed and the balance of the Agreement will remain in full force and effect.

  • Updates. We may change or update these Seller Payments Terms at any time without notice as we deem necessary to the full extent permitted by law, and your continued use of the Seller Payments Features constitutes acceptance of such updated Seller Terms.

  • Licenses. Meta and Instagram Rights: Meta and Instagram are duly licensed to use all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights owned or associated with Meta. You may not use such copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have obtained express permission from the owner of such intellectual property.

  • Force Majeure. Meta is not responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond their reasonable control. Such acts shall lead to a suspension of obligations temporarily until such acts have ceased.

  • Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties consent to the exclusive jurisdiction of, and venue in the state and federal courts of California.

  • We may translate the Seller Terms into languages other than English for your convenience, but to the extent there are any inconsistencies or conflict between those translations and the English version, the English version will control to the fullest extent permitted under applicable law.

Effective: 4-25-2022