Perplexity Merchant Program Terms
Last updated: May 28, 2025
The following terms and conditions (“Merchant Program Terms”) are between Perplexity AI, Inc. (“Perplexity”) and the merchant providing its product catalog and related data to enable the sale of its products through Perplexity Services (“Merchant”).
These Merchant Program Terms govern the merchant partnership program for Perplexity’s artificial intelligence (“AI”) powered shopping experience (the “Shopping Service”) on Perplexity’s websites, AI-powered search engine (the “Perplexity Engine”), and related mobile application (the “App”), and include any content, tools, features and functionality offered on or through the Shopping Service (each of the above are collectively, the “Perplexity Services”). The Merchant Program Terms apply to every order of Merchant’s products via the Shopping Service.
These Merchant Program Terms do not govern use of the Perplexity Engine or App (which are governed by the Perplexity Terms of Service located here: https://www.perplexity.ai/hub/legal/terms-of-service) or Perplexity Pro for Enterprise (which is governed by the Perplexity Pro for Enterprise Terms located here: https://www.perplexity.ai/hub/legal/enterprise-terms-of-service).
By accepting these Merchant Program Terms online, completing the Shopping Service’s merchant signup process, executing a written agreement with Perplexity regarding Merchant’s participation in the Shopping Service or accepting or fulfilling any order for any and all products and services offered by Merchant through the Perplexity Services (including, without limitation, the products made available through the Shopping Service) (“Merchant Products”) as part of the Shopping Service, Merchant agrees to these Merchant Program Terms (“Effective Date”).
Definitions. The capitalized terms below shall have the following meanings:
The capitalized terms below shall have the following meanings:
“Applicable Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction over and applicable to a party hereunder.
“Claims(s)” means any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.
“Customer” means any authorized user of the Perplexity Services who purchases a Merchant Product via the Shopping Service.
“Merchant Content” means all images, logos, trademarks, marketing collateral, or other promotional materials provided by Merchant to Perplexity under these Merchant Program Terms.
“Merchant Guidelines” means all terms, policies, guidelines or notices that may be published and updated from time to time by Perplexity as communicated in writing by Perplexity to Merchant.
“Product Data” means, with respect to the Merchant Products, the Merchant’s product catalog, which shall include information and data regarding: product title, price, product description, brand or source, model, weight, in-stock and availability status, country of origin, shipping lead time, shipping options, shipping origination, dimensions and other shipping specifications (including any restrictions on delivery location or import/export, which may include local, state, or federal law restrictions) , images, warranties, disclaimers, returns and exchange policies, warnings (e.g., Proposition 65 warnings applicable to California residents), notices, labels, testing certificates or certificates of compliance, and any other Merchant Product-related information requested by Perplexity or otherwise reasonably required to make Merchant Products available via the Shopping Service.
Merchant Information and Product Data.
2.1 Responsibility for Product Data and Merchant Content. Prior to accepting any Order (as defined below), Merchant must request access via email from taz@perplexity.ai and may receive access to the Perplexity API, an SFTP upload link, or by sharing CSV files via a designated S3 bucket. Perplexity may make available to Merchant the Perplexity API for use in submitting Product Data and Merchant Content, in which case Merchant agrees and acknowledges that its use of the Perplexity API shall be governed by the Perplexity API Terms of Service located here: https://www.perplexity.ai/hub/legal/perplexity-api-terms-of-service, which is incorporated herein by reference and may be updated from time-to-time. Merchant will ensure that all Product Data is accurate and complete at the time of submission and will keep the Product Data updated to ensure it remains accurate and complete at all times. All Product Data must be delivered as CSV or XML files in one of the formats specified by Perplexity and must be at least the same level of quality and comprehensiveness as Product Data and information displayed or used in Merchant’s other sales channels. For the avoidance of doubt, Merchant shall be responsible for the accuracy and completeness of Product Data and Merchant Content even if Perplexity reformats or modifies the Product Data and Merchant Content as permitted by Section 3, so long as Perplexity does not materially alter their meaning. The foregoing responsibility also includes changes made by Perplexity to shipping options and/or shipping information.
2.2 Merchant Business and Compliance Information. Merchant must ensure that it provides Perplexity its business information and provides updates to keep such information accurate and up to date at all times. Such business information includes a valid business name, address, contact telephone number, tax information, and email address, along with information regarding Merchant’s business activities (e.g., whether Merchant engages in the manufacture, import, or reselling of consumer products). In accordance with Applicable Law, Perplexity may verify the business information Merchant provides. Verification may include a third party verification process and Merchant may be required to provide such business information to a third party working on behalf of Perplexity or to Perplexity directly. Perplexity may also display such business information on product listing, vendor/seller pages, and/or order or transaction pages. Merchant may also have to provide a certification on an annual (or more frequent) basis to Perplexity which includes confirming whether such business information is correct or if such information needs to be updated. Merchant must also, if requested by Perplexity, provide applicable compliance information for the Merchant Products. Failure to provide requested and/or accurate business and compliance information within the timelines identified by Perplexity may result in suspension, termination, and/or other action against Merchant accounts, in Perplexity sole and absolute discretion.
Promotion of Merchant Products.
3.1 Promotion. Perplexity may, but shall have no obligation to, surface, promote and enable users of the Perplexity Services to purchase Merchant Products through the Shopping Service. Perplexity has sole discretion to determine (a) whether to surface any Merchant Products through the Perplexity Services or to particular Perplexity users or to process any Orders; (b) any features and content on the Perplexity Services (including without limitation any customer review and rating mechanisms on the Perplexity Services); and (c) the correction, reformatting or other editing of any Product Data or Merchant Content. Perplexity may provide Merchant with access to a custom dashboard to provide Merchant with insights into shopping activity for the Merchant Products on an aggregate level or otherwise provide reporting, with the specifics of such reporting to be mutually agreed (email acceptable).
3.2 License for Merchant Content and Product Data. Merchant grant to Perplexity and its affiliates a royalty-free, non-exclusive, worldwide, sublicensable, right and license to use, reproduce, perform, display, distribute, adapt, modify, and distribute Merchant Content and Product Data in connection with Perplexity’s provision of the Merchant Products via the Perplexity Services and otherwise in connection with the Perplexity Services and the provision and improvement thereof.
3.3 Pricing. As part of the Product Data, Merchant shall provide Perplexity pricing for each Merchant Product as part of the Product Data that is accurate, not misleading, and represents a price offered by Merchant through its own website or other sales channels for the same or a substantially equivalent product. Merchant may elect to offer promotional pricing by lowering cost for certain Merchant Products surfaced through the Perplexity Services for a period of time (e.g., for seasonal or holiday sales). Merchant agrees that all orders placed by consumers on the Perplexity Services during the promotional period will qualify for the promotional pricing, even if Merchant does not receive the Order until after the promotional period expires.
Orders.
4.1 General. Customers of the Perplexity Services may purchase Merchant Products through orders submitted through the Shopping Service or by Perplexity on behalf of Customers, which may include the use of agentic artificial intelligence (each, an “Order”). Merchant must accept and fulfill all Orders that are placed by Customers or Perplexity on behalf of Customers. Merchant will respond to any inquiry from Perplexity about Merchant Products or Orders within 72 hours. Merchant acknowledges and agrees that time is of the essence in its performance under these Merchant Program Terms.
4.2 Sale outside of the United States. If Merchant authorizes Perplexity to sell Merchant Products in countries outside of the United States, Merchant acknowledges and agrees that such transactions may be completed by a Perplexity affiliate and not Perplexity, and the terms of these Merchant Program Terms shall apply notwithstanding any transfer between Perplexity and a Perplexity affiliate preceding sale to an end customer.
Fulfillment.
5.1 General. Merchant agrees to fulfill Orders expediently, in line with industry best practices, in a manner no less favorable to Perplexity and its Customers than orders for products placed via Merchant’s other sales channels, including those of its other partners. If Merchant does not comply with the Merchant Guidelines or the terms of this Section 5, Merchant will be responsible for all additional costs incurred by Perplexity. Any exceptions to these fulfillment procedures must be specifically approved by Perplexity in writing.
5.2 Preparing Orders for Shipping. Upon submission of each Order, Merchant will prepare the ordered Merchant Products within the lead time specified by Merchant in the Product Data and will ship the Merchant Products in accordance with the terms set forth in the Product Data. After the ordered Merchant Products have been picked up by the carrier, Merchant will promptly notify Perplexity electronically of the date and time of pick up, along with associated tracking numbers. All Merchant Products must be delivered to the Customer new and free of blemishes or other defects.
5.3 Packing Slips. Merchant agrees not to include into, on or with any Merchant Product shipment or packaging any inserts, flyers, marketing collateral or other materials or information which may redirect any Customers or prospective customers from the Perplexity Services into any other sales channel.
5.4 Risk of Loss. Merchant will be responsible for risk of loss and any and all insurance costs of the Merchant Products during shipping.
5.5 Customer Data. Perplexity will provide Merchant with applicable contact and shipping information of Customers (“Customer Data”) for all Orders.
Processing of Customer Data. Subject to the terms of these Merchant Program Terms, Merchant may use the Customer Data solely to the extent necessary to ship the Merchant Products to Customers. Without limiting the foregoing, Merchant will not use Customer Data for its own marketing or targeting purposes or for any purpose other than as expressly permitted under this Section 5. Merchant will ensure that Merchant’s use of Customer Data is at all times compliant with all Applicable Laws and other data privacy requirements. Merchant shall not sell Customer Data or disclose Customer Data to any third party for money or other valuable consideration. Merchant shall protect the confidentiality of Customer Data and use appropriate security safeguards to protect Customer Data against unauthorized or unlawful processing of Customer Data and against accidental loss, destruction, alteration, disclosure of, or access to Customer Data. Merchant shall not disclose Customer Data to any third party, except its own service providers where Merchant has (i) carried out adequate due diligence on such service provider and; (ii) included terms in the contract between Merchant and such service provider that are equivalent to those set out in this Section 5.
Consumer Requests. Merchant shall notify Perplexity within five calendar days if it receives a consumer rights request relating to Customer Data, and Merchant shall provide Perplexity with full details of any such request. Merchant shall fully cooperate as requested by Perplexity to enable Perplexity to comply with any consumer rights request, including by complying with Perplexity’s instruction to provide a copy of or delete Customer Data.
Data Return or Deletion. Except as otherwise required by applicable law, Merchant shall promptly, and in any event within 20 days of the earlier of: (i) cessation of processing of Customer Data by Merchant; (ii) termination of these Merchant Program Terms, or (iii) Perplexity’s request, at the choice of Perplexity, either (A) return a complete copy of all Customer Data to Perplexity and securely destroy all other copies of Customer Data processed by Merchant or any authorized service provider; or (B) securely destroy all copies of Customer Data processed by Merchant or any authorized service provider. Merchant shall provide in each case written certification to Perplexity that it has complied fully with this Section 5.
Security & Security Interruption Incident. In the event of a security incident (e.g., any unauthorized or unlawful access, use, disclosure, transfer, or other processing destruction, loss, alteration, of or to Customer Data, or any other incident that would affect Merchant’s ability to adequately perform its obligations under these Merchant Program Terms such as the interruption in processing of orders, etc.) (a “Security Incident”), Merchant shall promptly (and in no event later than 24 hours of becoming aware of such Security Incident) inform Perplexity and provide written details of the Security Incident, including all information reasonably requested by Perplexity. In addition, in the event of a Security Incident, Merchant shall (i) provide timely information and cooperation as Perplexity may require to fulfill Perplexity’s data breach reporting obligations under law or to comply with or respond to any inquiries by a data protection authority or any lawsuit arising from the Security Incident, including without limitation collecting and preserving all evidence pertaining to the Security Incident and the investigation conducted by Merchant, (ii) take such measures and actions as are appropriate to remedy or mitigate the effects of the Security Incident and shall keep Perplexity up-to-date about all developments in connection with the Security Incident. The foregoing notification obligations shall apply in the event of a Security Incident involving a third party and/or subcontractor handling Customer Data on or behalf of Merchant. The content and provision of any notification, public/regulatory communication or press release concerning the Security Incident shall be solely at Perplexity’s discretion, except as otherwise required by Applicable Law. In the event of a Security Incident, Perplexity may, at its sole and absolute discretion, immediately suspend Seller’s access to Customer Data and/or Perplexity APIs.
Certification. Merchant certifies that it understands the restrictions on Merchant’s use, processing, disclosure, and retention of any Customer Data provided by Perplexity or processed on Perplexity’s behalf.
Customer Service and Returns.
6.1 Customer Service. Merchant will assist Perplexity in resolving, in a timely manner, any non-delivery, mis-delivery or delivery of damaged Merchant Products or other Customer complaints in accordance with the Merchant Guidelines. Merchant will further ensure that all customer service, warranties and other terms it extends to Customers for each Merchant Product sold under these Merchant Program Terms are at least as comprehensive, responsive and available as the most favorable terms offered in connection with Merchant products offered via any of Merchant’s other sales channels.
6.2 Returns. If Merchant accepts returns, the provision of this Section 6.2 will apply. Merchant must include in its Product Data for each Merchant Product whether it will accept returns for (i) buyer’s remorse (i.e., Customers may return the Merchant Products to Merchant for any or no reason), (ii) defective Merchant Products that are not in conformance with the warranties, specifications, descriptions or images provided as part of the Merchant Content or Product Data, (iii) Merchant Products that have been damaged during shipping, and/or (iv) any other return criteria that Merchant applies to Merchant Products offered via any of its other sales channels ((i)-(iv), collectively, the “Return Criteria”). When a Customer return meets Merchant’s Return Criteria, Merchant must apply the most favorable terms relating to returns that it applies to Merchant products offered via any of Merchant’s other sales channels.
6.3 Special Circumstances. Notwithstanding anything to the contrary, in event of any unique or special Customer circumstances, Merchant agrees to reasonably cooperate with Perplexity in good faith to resolve any issues related to Merchant Products or Customer returns, at Perplexity’s request.
Merchant Quality Responsibilities.
7.1 Product Quality, Defects, Safety. In addition to its obligations in Section 6 and regardless of whether Merchant accepts returns or which Return Criteria are selected by Merchant, for all Merchant Products under these Merchant Program Terms: (i) Merchant will remain responsible for any product liability issues relating to the Merchant Products and any non-conformities or defects in the Merchant Products; (ii) Merchant will honor any and all warranties (express, implied or statutory) that Merchant may generally extend to any customer of the Merchant Products; and (iii) Merchant will promptly notify Perplexity in the event Merchant obtains knowledge of any safety issue relating to the Merchant Products or any public or private recall of Merchant Products and will be solely responsible for replacing any Merchant Products subject to such recall, including all reasonable costs and expenses associated with notices, inspections, replacements and shipping.
7.2 Prohibited Products. All Merchant Products, Product Data and Merchant Content must comply with the Prohibited Products Policy attached as Exhibit A hereto (the “Prohibited Products Policy”). Merchant agrees that multiple violations of the Prohibited Products Policy will result in the suspension or termination of its account and these Merchant Program Terms. Without limiting any other provision in these Merchant Program Terms, Merchant agrees to be strictly liable for any Merchant Products that violate the rights of any third party, including any intellectual property rights.
7.3 Infringement. If Perplexity is notified or becomes aware that a Merchant Product or Merchant Content: (i) violates the rights of any third party, including any intellectual property rights; (ii) violates any Applicable Law or is subject to an injunction and/or recall; and/or (iii) or may create liability for Perplexity or any third party, Perplexity may prevent the Merchant Product from being surfaced via the Perplexity Services in its sole discretion and/or suspend Merchant’s account in the event of multiple violations.
Representations and Warranties; Disclaimer.
8.1 Merchant hereby represents and warrants to Perplexity the following that at all times during the Term of these Merchant Program Terms and thereafter:Authority. Merchant is a corporation duly organized, validly existing and in good standing under the laws of the territory where Merchant was incorporated and Merchant has full power and authority to perform obligations hereunder without any further ratification or approval. These Merchant Program Terms constitute the legal, valid, and binding obligations of Merchant. Merchant has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.
Merchant Content and Merchant Products. The Merchant Content, Product Data and Merchant Products: (a) will be truthful, accurate, and not misleading or otherwise deceptive; and (b) will not, with respect to the Product Data and Merchant Content, contain any harmful, unlawfully harassing or threatening, fraudulent, misleading, defamatory or obscene content, nor will the Merchant Products, Product Data or Merchant Content (or Perplexity’s promotion, distribution and sale of the Merchant Products as permitted by these Merchant Program Terms) infringe or misappropriate any intellectual property rights, rights of privacy or publicity or any other proprietary rights of any third party. With respect to the Merchant Products, (i) Merchant has full title to the Merchant Products, free and clear of all liens, charges and other encumbrances; (ii) all Merchant Products are new and unused (not refurbished or seconds), authentic (not knock-offs, pirated or counterfeit), and comply with the Prohibited Products Policy; (iii) all Merchant Products conform to the Product Data submitted by Merchant; (iv) all Merchant Products have been and will be manufactured, packaged, shipped, stored and labeled in accordance with the terms of these Merchant Program Terms and all Applicable Laws and applicable industry standards, including those related to import, export, health, safety and consumer protection (by way of example, DOT, OSHA, WERC, FTC, USDA and FDA requirements), and Merchant will otherwise ensure that Merchant and the Merchant Products, Product Data and Merchant Content comply with all Applicable Laws (including without limitation any California Proposition 65 warnings applicable to California residents); and (v) the MSRP provided to Perplexity is accurate and not misleading and represents a price substantially offered for retail by others for the same or a substantially equivalent product. In addition, Merchant will provide to Perplexity the full benefit of all covenants, warranties, representations and indemnities granted to Merchant by third parties in connection with the Merchant Products.
8.2 No Perplexity Warranties. THE PERPLEXITY SERVICES, INCLUDING THE SHOPPING SERVICE AND ALL RELATED FEATURES, PRODUCTS AND SERVICES OF PERPLEXITY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PERPLEXITY, ITS AFFILIATES AND THEIR SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. PERPLEXITY AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PERPLEXITY SERVICES WILL MEET MERCHANT’S REQUIREMENTS, THAT PERPLEXITY WILL MAKE ANY ORDERS TO MERCHANT, OR THAT THE PERPLEXITY SERVICES OR SHOPPING SERVICE ARE OR WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE. Merchant may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by Applicable Law.
Intellectual Property Rights.
9.1 Merchant Rights. Except for licenses granted to Perplexity, its affiliates, agents, partners, and end-users in these Merchant Program Terms, Merchant will have and will retain all rights, title and interest (including intellectual property rights) in and to the Merchant Content.
9.2 Perplexity Rights. As between the Parties, Perplexity will have and retain all rights, title and interest (including intellectual property rights) in and to the Customer Data, Perplexity Services, Shopping Service, and all website(s), logos, trademarks, banners, marketing collateral, promotional materials, and images created by or for Perplexity (including as may relate to the Merchant Products). Merchant may not use the names, logos, or other trademarks of Perplexity of its affiliates in any public statement, including without limitation in press releases, customer lists, and marketing materials, without first obtaining Perplexity’s prior written consent.
Term, Termination and Suspension.
10.1 Term. The term of these Merchant Program Terms shall commence on Effective Date and continue until terminated (the “Term”).
10.2 Termination or Suspension. Either party may terminate these Merchant Program Terms at any time upon 30 days’ written notice to the other party (or such other period set forth in an agreement executed by both parties). If either party materially breaches these Merchant Program Terms (which includes failures to pay on time), then the non-breaching party may terminate the Merchant Program Terms upon 30 days’ written notice to the other party if such breach remains uncured at the expiration of the notice period. Perplexity may terminate these Merchant Program Terms or suspend any of its activities hereunder immediately if Merchant breaches these Merchant Program Terms, if Perplexity believes the Merchant Products or continued activities under these Merchant Program Terms could cause legal or business liability to Perplexity or its users, or if Perplexity ceases offering the Shopping Service generally.
10.3 Post-Termination Obligations. Upon termination of these Merchant Program Terms for any reason, Merchant will satisfy any pending Orders made prior to the date of termination, unless otherwise requested by Perplexity. Merchant will cancel any pending Order as requested by Perplexity. Following termination or suspension, Merchant understands that Product Data and Merchant Content may nonetheless remain on the Perplexity Services, and the licenses granted to Perplexity, its affiliates, agents, partners, and end users in Section 3.1 (Promotion) will survive regardless of termination. Termination is not an exclusive remedy and the exercise by either party of any remedy under these Merchant Program Terms will be without prejudice to any other remedies it may have under these Merchant Program Terms, at law, or otherwise. Neither party will have any liability to the other arising solely from termination of these Merchant Program Terms in accordance with its terms.
10.4 Survival. The provisions of these Merchant Program Terms which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, Perplexity’s rights to use Merchant’s suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
Indemnification. Merchant will defend, indemnify and hold harmless Perplexity and affiliates and their respective employees, directors, agents and representatives (each an “Indemnitee”) from and against any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to (a) the Merchant Products, the Product Data or the Merchant Content (including, without limitation, any claim for product liability, breach of warranty, warranty service, personal injury, property damage, insect infestation, or infringement or misappropriation of any intellectual property rights, rights of privacy or publicity or any other proprietary rights of any third party), (b) any actual or alleged breach of Merchant’s representations, warranties, or obligations set forth in these Merchant Program Terms or any Merchant breach of Perplexity’s API Terms of Service; (c) any misuse or disclosure of Customer Data, including, but not limited to, a Security Incident; (d) the negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Merchant, its agents, employees or representatives; or (e) Merchant’s own website or other sales channels. Perplexity may participate in the defense of any Claims by counsel of its own choosing, at its cost and expense. Merchant will not settle any Claims without the Perplexity’s prior written approval, not to be unreasonably withheld.
Liability Limitation. IN NO EVENT SHALL PERPLEXITY OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS, BUSINES INTERRUPTION OR LOSS OF BUSINESS INFORMATION OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE MERCHANT PROGRAM TERMS, INCLUDING THROUGH MERCHANT’S USE OF THE PERPLEXITY SERVICES, INCLUDING THE SHOPPING SERVICE, OR PERPLEXITY API, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF PERPLEXITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THESE MERCHANT PROGRAM TERMS, THE MAXIMUM LIABILITY THAT PERPLEXITY SHALL HAVE IS LIMITED TO ONE THOUSAND UNITED STATES DOLLARS ($1,000). MERCHANT ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THESE TERMS AND CONDITIONS) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
General Provisions.
13.1 Notices. Perplexity will send all notices and other communications regarding these Merchant Program Terms to Merchant at the primary email address provided by the Merchant or by another means specified by Perplexity. Merchant acknowledges that they must keep an active and updated email address on file with Perplexity.
13.2 Relationship of the Parties; No Third-Party Beneficiaries. The relationship of the Parties is one of independent contractors. These Merchant Program Terms shall not be deemed to confer any rights or remedies upon any person or entity not a party hereto.
13.3 Assignment. Merchant may not assign these Merchant Program Terms without Perplexity’s prior written consent. Any attempted assignment in violation of the foregoing shall be void and of no effect. Perplexity may transfer or assign these Merchant Program Terms or any right or obligation under these Merchant Program Terms at any time. These Merchant Program Terms shall be binding upon each party’s successors and permitted assigns.
13.4 Governing Law and Venue. These Merchant Program Terms will be governed and construed in accordance with the laws of California and any applicable federal laws, without regard to principles of conflicts of laws. The parties hereby consent to the exclusive jurisdiction of federal and state courts in San Francisco, California, for purposes of any dispute or legal action arising out of or related to these Merchant Program Terms. The parties further irrevocably waive any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court.
13.5 Modifications. Perplexity may modify these Merchant Program Terms from time to time. If Perplexity makes material changes to these Merchant Program Terms, notice of such changes will be given to Merchant by email and such material changes will become effective within the time period specified by Perplexity or, if not specified, within ten days after notice has been given to Merchant. All other changes will become effective immediately upon publication of the changes online. If Merchant does not agree to such modifications, Merchant’s exclusive remedy will be to terminate these Merchant Program Terms. In any event, Merchant may be required to click to agree to the modified Agreement in order to continue participating in the Merchant Program, and continued participation in the Merchant Program after the modifications take effect constitutes Merchant’s acceptance of the modifications. No modification of these Merchant Program Terms by Merchant will be binding on Perplexity unless in a written document signed by Perplexity.
13.6 Waiver. No waiver of any of the provisions of these Merchant Program Terms shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
13.7 Severability. Any provision in these Merchant Terms that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability but will be valid and enforceable to the fullest extent permitted by Applicable Law. Moreover, if one or more of the provisions contained in these Merchant Program Terms shall for any reason be held to be unenforceable at Applicable Law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with Applicable Law and without invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.
13.8 Entire Agreement. These Merchant Program Terms constitute the entire agreement of the parties with respect to the Merchant’s participation in the Merchant Program and supersedes all prior verbal or written agreements and all online or other contracts, agreement and terms and conditions provided or presented by Merchant (“Merchant Form Terms”), regardless of whether Perplexity expressly or impliedly consents to such terms. All Merchant Form Terms are hereby rejected by Perplexity and the parties acknowledge and agree that they shall have no force or effect with respect the surfacing and sale of Merchant Products via the Perplexity Services. Notwithstanding the foregoing, if the parties have entered into a separate written agreement related to Merchant Products and collaboration of the parties with respect thereto, these Merchant Program Terms and that separate written agreement shall constitute the entire agreement of the parties regarding the surfacing and sale of Merchant Products via the Perplexity Services, but to the extent of a conflict between the terms and conditions of these Merchant Program Terms and the terms and conditions in the written agreement, those in the written agreement will prevail.
Exhibit A
Prohibited Products List
All Merchant Products must comply with applicable local, state, and federal laws and regulations.
Merchant Products must not include any of the following categories of products:
Alcohol (including any product containing alcohol) or which may be used to create alcohol.
Animals (whether alive or dead); illegal wildlife products (including ivory, fur and feathers); animal carcasses.
Artwork that infringes upon the intellectual property rights of any third party.
Automobiles or any other motor vehicle that requires government registration; any product that may impact the effectiveness of any emission control system or a vehicle’s onboard diagnostic system, delete kits of any kind (e.g., delete tuners, EGR cooler delete kits, throttle valve delete kits).
Currency; digital goods, including digital or electronic currency; gift cards; precious metals; stocks and securities.
Drugs and drug paraphernalia, other than over-the-counter drugs; supplements.
Explosives, including binary explosives or any information on how to make explosive devices; weapons of any kind, including ammunition and components for weapons or ammunition; strike anywhere matches.
Gambling items, including lottery tickets.
Hazardous products, including any product that contains: (i) methylene chloride; (ii) PFAS (in locations where PFAS is restricted or prohibited), (iii) Bisphenol A (to the extent regulated at the state or federal level); carbon tetrachloride; (iv) substances or compounds intended for industrial, professional, or commercial use only; (v) bacterial cultures; (vi) acids; (vii) sodium azide; (ix) ethanolamine; (x) red phosphorous; (xi) thermite; (xii) any radioactive materials; or (xiii) mercury.
Lock picking or locksmith tools or devices.
Medical devices or accessories for which a prescription is required or which must be used under the supervision of a medical professional.
Mystery boxes; surprise boxes; or other products containing items that are not clearly described.
Offensive or controversial content, including explicit or adult content; sex toys or adult novelty toys; intolerant or hateful content; products related to terrorist organizations; products that contain violent material.
Pet foods, medicines, or supplements that require a prescription or to be used under the supervision of a medical professional.
Products that claim to treat, cure, or diagnose any disease in humans or animals that are not approved by the FDA.
Tobacco, including any product that contains tobacco; electronic cigarettes.
Perplexity may update this Exhibit A at any time without prior notice. Perplexity may, in its sole discretion, prohibit any product or category of products.