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MULTI-ACCOUNT MANAGEMENT AND PRICING AGREEMENT

 

This Multi-Account Management and Pricing Agreement (“MAM Agreement”) is entered into on the date first accepted and/or executed electronically or physically, and made between you (“Merchant” or “you”) and PayPal Pte. Ltd. (“PayPal”), a company incorporated in the Republic of Singapore with its registered address at 5 Temasek Boulevard, Suntec Tower 5, Level 9, Singapore 038985 (collectively, “the Parties”).  Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the PayPal User Agreement (which can be found on https://www.paypal.com and is referred to herein as the “User Agreement”).

WHEREAS, Alibaba.com Singapore E-Commerce Pte. Ltd. and/or its affiliates and/or subsidiaries (“Alibaba”) operate the e-commerce sites located at http://wholesale.alibaba.com and http://wholesaler.alibaba.com (or such successor address that the e-commerce sites may occupy) (the “Alibaba Site(s)”) on which the Merchant desires to offer PayPal as an alternative payment option in connection with Merchant’s sale transactions made on one or more of the Alibaba Sites (“Transactions”), and intends for the arrangement to be managed through PayPal’s multi-account management platform (“MAM”);

WHEREAS, the Parties desire to enter into this MAM Agreement to set forth the terms and conditions for Merchant’s utilization of the PayPal Services through the MAM and to amend certain other terms and conditions of the User Agreement as set out below;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this MAM Agreement, and intending to be bound, the Parties agree as follows:

  1. Merchant confirms that it has an existing PayPal Account (“Principal Account”) and has accepted the User Agreement. Merchant also confirms that it has accepted Alibaba’s terms and conditions, including any applicable fees, in relation to Transactions.
  2. Merchant represents and warrants that Merchant has authorized Alibaba to: (i) instruct PayPal to open a PayPal Business Account (including accepting the User Agreement) on Merchant’s behalf (the “MAM Account”), and directing that such MAM Account is authorized to receive payments for Transactions (“Transaction Payments”) on Merchant’s behalf; (ii) receive notices from PayPal on Merchant’s behalf in relation to Transaction Payments; (iii) inform PayPal that Merchant is entitled to payments so that PayPal may transfer balances from the MAM Account to Merchant’s Principal Account (less transaction fees payable by Merchant to Alibaba (“Alibaba Fees”); (iv) inform PayPal of conditions that would lead PayPal to debit from Merchant’s Principal Account and/or MAM Account, any Reversals, Chargebacks, fees, fines, penalties and other liability; and (v) inform PayPal of Alibaba Fees for Transactions from the MAM Account, which fees are agreed solely between Merchant and Alibaba.
  3. Merchant agrees and acknowledges that Merchant will not have access to the funds in Merchant’s MAM Account and Merchant will not be able to log into such account.  Further, Merchant acknowledges that Alibaba and not PayPal shall be responsible for providing Merchant with transaction history and other information pertaining to Merchant’s MAM Account.
  4. Merchant authorizes PayPal to disclose any necessary information to Alibaba in relation to Merchant’s MAM Account, and further authorizes PayPal to act in response to and/or reliance on information provided by Alibaba as authorized in Clause 2 above. Merchant further authorizes PayPal to deduct Alibaba Fees from the MAM Account and pay them to Alibaba.
  5. Merchant hereby confirms that the above instructions do not relieve Merchant of any of Merchant’s obligations under the User Agreement and Merchant acknowledges and accepts that PayPal shall not be held responsible for the actions or inactions of Alibaba.
  6. Merchant hereby agrees to indemnify PayPal from any liability whatsoever, arising in connection with or as a result of PayPal’s compliance with Merchant’s instructions herein, including actions taken in response to and/or in reliance on information provided by Alibaba in Clause 2 of this MAM Agreement.
  7. Notwithstanding anything to the contrary in any other agreement or addendum between Merchant and PayPal, the fees set out in the User Agreement shall apply to Transactions.  Other fees may apply as described on the PayPal website at https://www.paypal.com.  The fees shall be deducted from each transaction. Merchant acknowledges further fees may apply between Alibaba and Merchant.
  8. Merchant expressly acknowledges that the terms of this MAM Agreement are Confidential Information and agrees it shall not disclose such Confidential Information to any third party.  The Parties agree that, in relation to Transactions, this MAM Agreement will supersede any relevant provisions set out in our User Agreement and that all other terms in the User Agreement shall remain in full force and effect and are subject to change in accordance with their terms.