THIS PAYPAL BUSINESS ADD-ON SERVICES BILLING AGREEMENT IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND PAYPAL INC. PLEASE READ IT CAREFULLY.

This PayPal Business Add-on Services Billing Agreement ("Agreement") is a contract between you (the "Merchant") and PayPal, Inc., ("PayPal") and applies to your use of the PayPal Business Add-on Services (the "PayPal Business Add-on Services"), as provided by PayPal, and your payment obligations related to the PayPal Business Add-on Services. In this Agreement, "you" and "your" refer to Merchant and your designated agents, including your administrative contact, and "we," "us" and "our" refer to PayPal. You must read, agree with, and accept all of the terms and conditions contained in this Agreement.  By using the PayPal Business Add-on Services, you acknowledge that you have agreed to this Agreement. This Agreement, with the PayPal User Agreement, and any other agreements in which you have entered into with PayPal (collectively “PayPal Agreements”), apply to your access to and use of the PayPal Business Add-on Services. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, as defined in the PayPal User Agreement, we will provide you with 30 Days' prior notice of Substantial Change by posting notice on the "Policy Updates" page of our website. You agree to review periodically our website to be aware of any revisions. By continuing to use the PayPal Business Add-on Services after any revision to this Agreement or any change in PayPal Business Add-on Services, you agree to abide by and be bound by any such revisions or changes.

1. DEFINITIONS.

"ACH" means Automated Clearing House network.

"Additional Fees" means the fees for any activity by a Merchant within the Partner Services beyond the subscription fees.

"API" means application programming interface(s) that one Party makes available to another Party under this Agreement, as applicable

"Packages" means the packages described in Schedule 1.

"Payflow Services" means the payment gateways under the brand names Payflow Link or Payflow Pro that include, without limitation, real-time, secure data transmission and processing for multiple business-to-customer payment methods including, credit cards, debit cards, purchase cards, PayPal payments, PayPal Credit payments, delayed shipment billing and, electronic checks.

"Payments Advanced" means PayPal Payments Advanced (also known as Website Payments Pro Payflow Link Edition), which is the suite of PayPal Services consisting of Express Checkout, PayPal Credit, and Direct Payments services as standard, and that provides PayPal-hosted checkout, as described in more detail on the PayPal website. Optional additional services include Fraud Protection Services and Recurring Billing, which are all more fully described on the PayPal website.

"Payments Pro Payflow" means PayPal Payments Pro (also known as Website Payments Pro Payflow Edition), and is the suite of PayPal Services consisting of Express Checkout, PayPal Credit, Direct Payments, and Virtual Terminal services as standard, and that provides full checkout page customization, as described in more detail on the PayPal website. Optional additional services include Fraud Protection Services and Recurring Billing, which are all more fully described on the PayPal website.

"PayPal Payments Standard" means the suite of PayPal Services consisting of allowing you to accept credit cards and PayPal on your website, swipe cards on your mobile device, send invoices, and get paid on eBay, as described in more detail on the PayPal website.

"PayPal User Agreement" means the online agreement you entered into with PayPal when you opened your PayPal Account, as it may have been amended from time to time. The PayPal User Agreement currently in effect can be accessed via the Legal Agreements link in the footer of nearly every page on the PayPal website.

"Partner" means the service provider that offers add-on Partner Services included in the Packages.

"Partner Customer Agreement" means the agreement between Partner and each Merchant, which sets forth the terms and conditions applicable to each Merchant’s use of the Partner Services and to which each Merchant must agree prior to receiving the Partner Services.

"Partner Services" means the services provided by Partner that are included in the Packages.

2 PAYPAL'S OBLIGATIONS.

2.1 PayPal Business Add-on Services. Subject to the terms in this Agreement, PayPal agrees to (i) provide access to the application on the PayPal website for PayPal Business Add-on Services for which you have enrolled and paid the applicable fees, (ii) send invoices for the PayPal Business Add-on Services, and (iii) collect monthly billing fees, which may include Additional Fees for separately billed services.

2.2 Security and Stability. You acknowledge that it is in the best interests of both parties that PayPal maintains a secure and stable environment; to that end, PayPal may change the method of access to the PayPal Business Add-on Services at any time. You also agree that, in the event of degradation or instability of the PayPal Business Add-on Services or an emergency, PayPal may temporarily suspend your access to the PayPal Business Add-on Services, any API, and/or any PayPal content under this Agreement in order to minimize threats to and protect the operational stability and security of the PayPal Business Add-on Services. PayPal does not guarantee the security of the Business Add-on Services website, and PayPal will not be responsible in the event of any infiltration of its security systems, if PayPal has used commercially reasonable efforts to prevent any such infiltration. Additionally, PayPal does not guarantee the security of the Partner websites, and PayPal will not be responsible in the event of any infiltration of the Partners security systems.

3. FEES AND PAYMENT TERMS.

3.1 Fees. You agree to pay PayPal the applicable fees for the PayPal Business Add-on Services as set out in Schedule 1, at the end of this Agreement, as amended from time to time. All fees are due immediately and are non-refundable, except as otherwise expressly noted herein. The PayPal Business Add-on Services are supplied on a month-to-month basis. All sums due that remain unpaid after any applicable cure period will accrue interest of 1.50% per month or the maximum amount allowed by law, whichever is less; this interest will begin to accrue on the day after the payment due date and continue to accrue until all sums are paid in full.

3.2   Payment Method.

i. If you use Payments Advanced or Payments Pro Payflow, you authorize PayPal to charge the credit card or the bank account via ACH fees that become due under this Agreement. You are solely responsible for the credit card or ACH account information you provide to PayPal and must promptly inform PayPal of any changes thereto.

ii. If you use Virtual Terminal, Payments Pro (Direct Payment), and Payments Standard, you agree to allow PayPal to charge your PayPal Account for fees that become due under this Agreement. In the event that PayPal is unable to recover any fee amount that is due from your PayPal Account, PayPal may terminate your use of the Business Add-on Services within 30 days of the date that the fee was due and you will remain obligated to pay PayPal for any unpaid amounts.

iii. Monthly fees are due on a calendar month basis.

iv. All fees are non-refundable.

4. TERM AND TERMINATION.

4.1 Term; Renewal. This Agreement will commence on the date you accept the terms of this Agreement (the "Effective Date"). This Agreement automatically renews for successive one month periods, unless terminated according to the provisions of this Agreement. Renewal is subject to our then-current terms and conditions, including, without limitation successful completion of any applicable authentication procedure, and payment of all outstanding fees.

4.2 Termination and Suspension. Either Party may terminate the Agreement for convenience at any time upon notice to the other party. PayPal may terminate or suspend this Agreement, effective immediately, (i) in the event of insolvency, receivership or voluntary or involuntary bankruptcy, or an assignment for the benefit of your creditors, or in the event that a substantial part of your property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released or satisfied within thirty days thereafter; (ii) if you fail to comply with applicable laws or regulations; (iii) if the Partner terminates the Partner Customer Agreement; or (iv) if you fail to materially comply with the PayPal Agreement. 

4.3 Effect of Termination. Upon termination, PayPal will provide the PayPal Business Add-on Services and continue charging for any related fees until expiration of the billing cycle. If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs PayPal incurs in closing your account. You agree to pay all costs incurred by PayPal in enforcing your compliance with this section. Upon termination, your rights to use the PayPal Business Add-on Services, and any other rights granted hereunder, shall immediately cease. Termination of this Agreement will not relieve either Party from any liability arising prior to the termination of this Agreement. To the extent permitted by applicable law, you agree that upon termination, we may delete all information relating to your use of the PayPal Business Add-on Services.

4.4 Reinstatement of PayPal Business Add-onServices. If PayPal Business Add-on Services are terminated by PayPal reinstatement of PayPal Business Add-on Services shall be subject to you paying PayPal (i) new set-up fees, at PayPal's then-current rates; and (ii) all past due fees.

5. REPRESENTATIONS AND WARRANTIES.

Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; and (b) its execution and performance of this Agreement does not violate, conflict with, or result in a material default under any other contract or agreement to which it is a party, or by which it is bound.

6. DISCLAIMER.

THE PAYPAL BUSINESS ADD-ONS SERVICES AND SOFTWARE ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION THE API LICENSE, ARE PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND AND EXCEPT AS EXPRESSLY STATED HEREIN, PAYPAL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARDS TO THE PAYPAL BUSINESS ADD-ON SERVICES AND SOFTWARE ASSOCIATED THEREWITH. PAYPAL DOES NOT REPRESENT OR WARRANT THAT THE PAYPAL BUSINESS ADD-ON SERVICES OR THE SOFTWARE ASSOCIATED THEREWEITH SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. PAYPAL ALSO MAKES NO WARRANTY FOR THE INDIVIDUAL PARTNER SERVICES AND SOFTWARE. PAYPAL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARDS TO THE PARTNER SERVICES AND SOFTWARE.

7. INDEMNIFICATION.

You will defend, indemnify and hold harmless PayPal, its affiliates, and its officers, directors, employees, and agents from any loss, damage, liability, claim, demand or cost (including reasonable attorneys’ fees) ("Claim") made or incurred by any third party due to or arising out of (i) your breach of this Agreement; (ii) your use of the PayPal Business Add-on Services; or (iii) your negligence or misconduct

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL PAYPAL'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID TO PAYPAL BY YOU HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM FOR DAMAGES. IN NO EVENT WILL PAYPAL OR ITS LICENSORS HAVE ANY LIABILITY TO MERCHANT OR ANY OTHER PARTY FOR ANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The limitations set forth above shall be enforceable to the maximum extent allowed by applicable law.

9. MISCELLANEOUS TERMS.

9.1 Force Majeure. Neither Party shall be 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 the reasonable control of such Party. Obligations hereunder, however, shall in not be excused but shall be suspended only until the cessation of any cause of such failure.

9.2 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral, written, or online agreements for the Business Add-on Services. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the Parties. This Agreement does not govern your use of the PayPal payment processing services such as Payflow Gateway Services, Express Checkout, PayPal Payments Advanced, or PayPal Payments Pro, or your PayPal account. Your PayPal account and/or your use of any PayPal payment processing services shall be governed by the online PayPal User Agreement and any other agreement you agree to in connection with such account and/or your use of such PayPal Services.

9.3 Severability. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

9.4 Assignment; No Waiver. This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. You may not assign this Agreement or any rights under it, in whole or in part, without PayPal’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Governing Law and Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except for its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts in Santa Clara County, California. PAYPAL AND MERCHANT IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

9.6 Survival. Sections, which by their nature survive, shall survive any termination or expiration of this Agreement in accordance with their terms.

9.7 Notices. Except as otherwise expressly stated in this Agreement, all notices to PayPal shall be in writing and delivered, via courier or certified or registered mail, to General Counsel, 2211 North First Street, San Jose, CA 95131 or any other address provided by PayPal. All notices to you shall be delivered to your e-mail address as provided by you in your account information. Unless you choose to opt-out of receiving marketing notices, you authorize PayPal to notify you as our customer, via commercial e-mails, telephone calls, text messages, and other means of communication, of information that we deem is of potential interest to you, including without limitation communications describing upgrades, new products and services or other information pertaining to the PayPal Business Add-on Services. Notwithstanding the above, you shall not have the right to opt-out of service or support notices relating to the PayPal Business Add-on Services, including without limitation, notices of service modifications, security, performance issues or technical difficulties.

9.8 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

9.9 Relationship of the Parties. The Parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.

9.10 Non-Disparagement; Publicity. During the term of this Agreement, neither party will disparage the other party or the other party's trademarks, web sites, products or services, or display any such items in a derogatory or negative manner on any web site or in any public forum or press release. All media releases, public announcements or public disclosures (including, but not limited to, promotional or marketing material) by either Party relating to this Agreement are prohibited without the prior written consent of both Parties.

9.11 Expenses. Except as otherwise specified herein or as otherwise mutually agreed upon by the Parties, each Party will bear its own costs of performing under this Agreement.

9.12 Government Use. If you are a branch or agency of the United States Government, the following provision applies. The software and any related documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).

SCHEDULE 1

PayPal Business Add-on Services Fees Effective as of June 24, 2013

The pricing table above applies to domestic payments in US dollars. PayPal Business Add-on Services must be used with an internet merchant account. The prices above do not include internet merchant account processing fees.