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JP MORGAN CHASE BANK
COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use PayPal’s services to accept Association (defined below) branded payment cards and PayPal payments from customers through their PayPal account (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) JP Morgan Chase Bank N.A. (“Member”). In this CEA “we”, “us” and “our” also refer to Member. PayPal Customer has agreed to the online PayPal User Agreement found on the PayPal website (the “UA”) and, in certain cases, the online Website Payments Pro/Virtual Terminal Agreement or other online agreement related to your direct acceptance of cards (“Pro Agreement”) and/or signed the PayPal Payment Processing Agreement (“PPA”) with PayPal, each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Service and enforce any of the provisions of the UA and, if applicable, the Pro Agreement and/or the PPA that relate to the credit and debit card processing services provided by the Member.
By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference.PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Member. Any rights not expressly granted herein are reserved by Member.
HSBC BANK COMMERCIAL ENTITY AGREEMENT FOR CREDIT CARD PROCESSING SERVICES
Commercial Entity Agreements For Processing of Card Transactions Through PayPal
The following terms pertain to card transactions used to fund a PayPal Account, which in turn can be used to pay the Merchant. Card transactions by the Merchant that do not fund a PayPal Account are not affected by the terms below.
This Commercial Entity User Agreement for Credit Card Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that meet the definition of “Commercial Entities” or the equivalent under Association Rules (defined below) and that open and use a Premier or Business Account (such use of such Accounts collectively termed the “Premier/Business Service”). (Each such entity or person receiving this document is hereby referred to as “Merchant”). This CEA constitutes Merchant’s separate legally binding contract for credit card processing between (1) Merchant, as a Commercial Entity; (2) Member (which is HSBC Bank plc); and (3) GPUK LLP, trading as Global Payments (“Processor”). The CEA is also for the benefit of any of the HSBC group of companies other than the Member that provide access to a Bank Identification Number (“BIN”) for MasterCard and Visa transactions acquired for the Merchant (“HSBC Company), to the extent that the CEA relates to use of that BIN. Member or Processor may terminate its provision of credit card processing services and enforce or rely on any term or provision of the Merchant’s PayPal User Agreement (“PUA”), all of which Member or Processor considers relevant are incorporated in this CEA by reference. In this CEA “we”, “us” and “our” refer to Member and Processor together unless, for the purpose of Association Rules or membership, it must mean Member alone. For the avoidance of doubt, Processor is not a subsidiary or affiliate or member of the HSBC Group. For the purposes of this CEA and the performance of it by the Processor: (i) the Processor is the exclusive agent of Member; (ii) Member is responsible for the Processor performance of the CEA; (iii) Member must approve, in advance, any fee payable by, or obligation of, the Merchant under the CEA; and (iv) the Processor may not have access, directly or indirectly, to any account for funds or funds due to a Merchant and/or funds withheld from a Merchant for chargebacks arising from, or related to, performance of this CEA.
Any reference to the PUA shall mean the PayPal User Agreement made between Merchant and PayPal.
By accepting the Commercial Entity Agreement, Merchant agrees to the terms and conditions of this CEA and any documents incorporated by reference. Merchant further agrees that this CEA forms a legally binding contract between Merchant, Processor and Member. Any rights not expressly granted herein are reserved by Member and Processor. Descriptions of material amendments to this CEA will be provided as applicable. Any capitalised terms used in this CEA and not otherwise defined shall have the meanings set forth in the PUA.
WELLS FARGO COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use PayPal’s services to accept PayPal payments on their website from customers through their PayPal account (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Member”). In this CEA “we”, “us” and “our” also refer to Member. PayPal Customer has agreed to the online PayPal User Agreement found on the PayPal website (the “UA”) and, in certain cases, signed the PayPal Payment Processing Agreement (“PPA”) with PayPal, each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Service and enforce any of the provisions of the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by the Member.
By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Member. Any rights not expressly granted herein are reserved by Member.
COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use PayPal’s services to (i) accept Association (defined below) branded payment card on their website from customers and (ii) accept PayPal payments on their website from customers through their PayPal account (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Wells Fargo”). In this CEA “we”, “us” and “our” also refers to Wells Fargo. PayPal Customer has agreed to the online Website Payments Pro\Virtual Terminal Agreement (“Pro Agreement”) and the online PayPal User Agreement (the “UA”), each found on the PayPal website, and, in certain cases, signed the PayPal Payment Processing Agreement (“PPA”) with PayPal, each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Wells Fargo may terminate provision of credit and debit card processing services provided by Wells Fargo to PayPal and you in connection with payments made to you through the PayPal Service and enforce any of the provisions of the Pro Agreement , the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by Wells Fargo. This CE agreement replaces any other CEA you may have already agreed to with PayPal and Wells Fargo.
By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Wells Fargo. Any rights not expressly granted herein are reserved by Wells Fargo.
Payment Instructions: You authorize and direct us to pay all amounts due from Wells Fargo to you hereunder to PayPal, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from Wells Fargo and shall be responsible for disbursing such amounts to you.
Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Wells Fargo at any time based on (i) a breach of any of your obligations under this CEA, the Pro Agreement, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between PayPal and Wells Fargo.
Indemnification. You agree to indemnify and hold Wells Fargo harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) your or your employees’ negligence or willful misconduct, in connection with card-funded PayPal transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Service; (c) arising out of any third party indemnifications Wells Fargo is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Association or card issuing bank).
Warranty Disclaimer. This CEA is a service agreement. Wells Fargo disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Wells Fargo be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. The foregoing sentence shall not exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
COMMERCIAL ENTITY AGREEMENT FOR PAYPAL PAYMENT CARD FUNDED PROCESSING SERVICES
Agreed Form of Commercial Entity User Agreement
This Commercial Entity User Agreement for PayPal Payment Card Funded Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro (together the "Associations")) and open a Premier or Business Account (such use of such accounts collectively termed the “Premier/Business Service”). Each such PayPal User is hereby referred to as “Merchant” and may be referred to herein as “you” and/or “your”. This CEA constitutes your separate legally binding contract for credit and debit card processing for PayPal transactions between you and the WorldPay Entity (as defined below) and its Affiliate(s) (collectively, the “Acquirer”).
For the purpose of this CEA, “WorldPay Entity” shall mean (a) WorldPay (UK) Limited if Merchant is based in Europe; and/or (b) The Royal Bank of Scotland N.V. if Merchant is based in Singapore and/or Hong Kong; and/or (c) The Royal Bank of Scotland PLC if Merchant is based in the United States.
For the purpose of this CEA, “Affiliate(s)” shall mean the financial institution(s) domiciled in the same Association region as you are domiciled in for Association purposes and which Acquirer has formed a relationship with in accordance with Association requirements to allow the processing of card transactions the identity of which you can obtain on contacting PayPal. In accordance with the provisions of this CEA, the Acquirer may terminate its provision of credit and debit card processing services and enforce any of the provisions of Merchant’s PayPal Payment Processing Agreement (also known as the PayPal User Agreement) (“PPA”), agreed by and between Merchant and PayPal. In this CEA “we”, “us” and “our” refer to Acquirer.
Merchant agrees to the terms and conditions of this CEA. Merchant further agrees that this CEA forms a legally binding contract between Merchant and Acquirer. This Commercial Entity Agreement may be amended at any time by us via PayPal posting a revised version of the CEA on the PayPal website(s). The revised version will be effective at the time PayPal posts it. If we propose to change this CEA in a substantial manner, we will provide you with at least 30 days' prior notice of such a change by posting notice on the "Policy Updates" page of PayPal's web site(s). After this 30 days' notice, you will be considered as having expressly consented to all amendments to the CEA. If you disagree with those proposed amendments, you may close your account before the expiry of such 30 day period in accordance with the terms of the PPA and this CEA will terminate on the closure of your account. For the purpose of the CEA a change to this CEA will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities.
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