Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") govern your access to and use of the Social Pay services, including checkout-related services, referral links, reward attribution, and merchant dashboards/APIs (the "Services").

Provider: Social Pay SAS, registered with the RCS of Paris, 12 boulevard des Batignolles, 75017 Paris, France ("Social Pay", "we").

By using the Services, you agree to these Terms.

If you use the Services on behalf of a company, you represent you have authority to bind that company.

2. Definitions

Consumer: an end user purchasing from a merchant using Social Pay-enabled checkout and/or sharing a referral link.

Merchant: a business offering products/services and using Social Pay to enable checkout and referral rewards.

Referral Link: a unique sharing link generated after an eligible purchase.

Reward / Cashback / Commission: an amount potentially payable for verified conversions attributed to a Consumer referral link, funded by the Merchant according to program rules.

Program Rules: the merchant-specific rules that define eligibility, rates, caps, and exclusions.

3. The Services (what Social Pay does)

Social Pay provides technology that may include:

• payment journey orchestration (depending on integration),
• automatic creation of Referral Links,
• tracking and attribution of conversions,
• calculation of Rewards under Program Rules,
• initiation and reconciliation of Reward disbursements ("push-to-card" or similar).

Social Pay does not guarantee that every shared link will result in a conversion or a Reward.

4. Eligibility and consumer use

4.1 Consumer eligibility

You may use referral features and receive Rewards only if:

• the underlying purchase and referral conversion are valid and verified, and
• your activity complies with these Terms and the Program Rules.

4.2 Prohibited consumer behavior

You must not:

• create fake transactions, self-refer in prohibited ways, or manipulate attribution,
• use bots, click farms, incentivized traffic not authorized by Program Rules,
• publish Referral Links in ways that violate laws, platform policies, or mislead others,
• attempt to reverse engineer, interfere with, or abuse the Services.

We may suspend or void Rewards reasonably suspected to be fraudulent or abusive.

4.3 Taxes

You are responsible for any taxes arising from Rewards you receive, if applicable in your jurisdiction.

5. Merchant use and responsibilities

5.1 Merchant obligations

Merchants agree to:

• define clear Program Rules (rates, eligibility, exclusions, returns/refunds impact),
• fund Rewards and pay Social Pay fees as agreed in the commercial contract/order form,
• ensure product/service compliance and consumer law obligations (delivery, returns, warranties),
• provide accurate data required for attribution (order status, refund events),
• maintain security of API keys and admin accounts.

5.2 Merchant content and communications

Merchants are responsible for the accuracy of their store content and any marketing claims about Rewards. Merchants must comply with applicable advertising, consumer, and privacy laws.

6. Rewards: calculation, validation, and reversals

6.1 Reward determination

Rewards are calculated according to:

• Program Rules,
• verified conversion events and anti-fraud checks,
• exclusions such as cancelled orders, refunds, partial refunds, chargebacks, or disputed transactions.

6.2 Validation and delay

Rewards may be pending until:

• the merchant's return/refund window passes, and/or
• the transaction is verified and not disputed.

6.3 Reversals

We may reduce, cancel, or reverse Rewards if:

• the underlying transaction is refunded, charged back, cancelled, or invalidated,
• attribution is found to be incorrect,
• fraud or abuse is suspected or confirmed.

7. Disbursements ("push-to-card") and limitations

Where available, Rewards may be disbursed to the Consumer's payment card used in the original purchase (or another permitted method depending on configuration). Disbursement depends on:

• partner availability and card network/issuer support,
• compliance checks, program rules, and technical constraints.

We are not responsible for delays caused by banks, card networks, acquirers, or third-party payout providers.

8. Fees (merchants)

Merchant fees are governed by the applicable commercial agreement, order form, or pricing schedule. Unless stated otherwise, all fees are exclusive of taxes.

9. Intellectual property

Social Pay and its licensors own all rights in the Services, software, APIs, trademarks, and documentation. You receive a limited, non-exclusive, non-transferable right to use the Services as intended.

You must not copy, modify, create derivative works, reverse engineer, or resell the Services except where permitted by law or explicitly authorized.

10. Availability and changes

We aim for high availability but do not guarantee uninterrupted operation. Maintenance, updates, or outages may occur.

We may modify the Services to improve performance, security, or compliance. If changes materially reduce core functionality, we will take reasonable steps to notify Merchants.

11. Termination and suspension

We may suspend or terminate access to the Services:

• for breach of these Terms,
• to address security, fraud, or legal risks,
• if required by law or partner requirements.

Merchants may terminate according to their commercial agreement. Consumers may stop using the Services at any time.

12. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available". We do not warrant that:

• referral links will generate conversions,
• Rewards will always be available,
• tracking will be error-free in all environments.

13. Limitation of liability

To the maximum extent permitted by law:

• Social Pay is not liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits/revenues/data.
• Social Pay's total liability related to the Services is limited to amounts paid by Merchant to Social Pay in the last 12 months, except where liability cannot be limited under applicable law.

Nothing limits liability for fraud, wilful misconduct, or other non-excludable liabilities.

14. Indemnification (merchants)

Merchants agree to indemnify and hold harmless Social Pay from claims arising out of:

• the merchant's products/services,
• the merchant's marketing claims and program rules,
• the merchant's breach of law (consumer, advertising, privacy) or these Terms.

15. Privacy

Our handling of personal data is described in the Privacy Policy. Merchants must also comply with their own privacy obligations as controllers.

16. Governing law and jurisdiction

These Terms are governed by French law.

Any dispute will be subject to the competent courts of Paris, France, unless mandatory consumer law provides otherwise.

17. Contact