Shopify Merchant Terms of Service - 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

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.

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 Commerce Platform 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 Commerce Platform 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 Commerce Policies, Acceptable Use Policy, Advertising Standards, and Brand Guidelines, as may be updated from time to time in Pinterest’s sole discretion.

b. You will comply with applicable Payment Card Industry (“PCI”) security regulations, and will notify Pinterest, and the payment processing services listed in Section 6 of this Addendum, in the event that the status of your 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.

c. You agree that all data collected by Pinterest from its users (including you) is subject to the Pinterest Privacy Policy. You understand and agree that through our partnership with Shopify we may collect data about purchases made by Pinterest users from you, and that such data is subject to the Pinterest Privacy Policy.

d. You agree that Shopify will have the right to share general account information about your Shopify account with Pinterest, such as information regarding your use of the Shopify platform and financial metrics which may include chargeback information, refund ratio, and transaction volume on the Shopify platform. Pinterest shall use such information solely to optimize operations between the Shopify and Pinterest platforms. Pinterest will not use this information for any purpose other than as stated in this Section 3(d), and will not share such information with any third party. When you terminate your account with or are removed from the Commerce Platform, Pinterest will delete this information within a reasonable period of time.

e. If you collect data (including personal data) from end users that is used with the Commerce Platform, you must provide clear notice to each end user and obtain any legally-required consent from each end user for the collection, sharing and use of that data by you and Pinterest. If you use Pinterest technology that stores and accesses cookies or other information on an end user\'s device, you must clearly disclose, and obtain end user consent for, that activity where required by law.

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 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 you, the results and performance of your use of the Commerce Platform, and any feedback between you 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

a. You agree 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, (ii) your failure to comply with any applicable PCI compliance requirements, or (iii) otherwise related to your access to or use of the Commerce Platform.

b. Pinterest uses Stripe Inc. (“Stripe”) and Braintree, a division of Paypal, Inc. (“Braintree”) for payment processing services (even if you don’t use Stripe Connect or Braintree). If you receive credit card payment data from Stripe or Braintree in connection with the Commerce Platform (that data, “Credit Card Data”), you agree to indemnify and hold, as applicable, Stripe, Braintree, and their respective affiliates, officers, directors and employees, harmless from any claims, suits, causes or actions, including reasonable attorneys’ fees, made by any third party to the extent caused by your use or your designated payment processor’s use of such Credit Card Data.

7. Term and Termination

a. Term. The term of this Addendum commences upon your acceptance of this Addendum and will continue until terminated in accordance with this Section 7. During the Term, either party may terminate this Addendum for any reason upon written notice to the other party.

b. Survival. The following sections will survive any expiration or termination of this Addendum: 2(a), 2(b), 3(c), 5, 6, 7(b), and 8. Termination of this Addendum will not terminate (i) any other agreement between you 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 Sections 3(b) and 6(b) of this Addendum, with full rights of enforcement.

c. Pinterest may modify this Addendum from time to time. The modified Addendum will be posted here, will not apply retroactively, and will become effective 7 days after posting except for changes made for legal reasons, which will become effective immediately. By continuing to access or use the Commerce Platform after modifications become effective, you agree to be bound by the modified Addendum. If you do not agree to the new terms, please stop using the Commerce Platform.

Last updated: October 4, 2016