Last Update: September 19, 2019
The PayPal Developer Agreement (this “Agreement”) is an agreement between you and PayPal and applies to your access to and use of the Developer’s Tools. If you do not agree to these terms and conditions, you may not access or use the Developer’s Tools.
This Agreement, with the PayPal User Agreement and any other agreement into which you have entered with PayPal (collectively "PayPal Agreements"), apply to your access to and use of the Developer’s Tools. If any inconsistency exists between the terms of this Agreement and the PayPal Agreements, this Agreement will control your access to and use of the Developer’s Tools. 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. Capitalized terms not defined in this Agreement are defined in the PayPal User Agreement.
1.1 PayPal Developer Platform. The PayPal Developer Platform is a global payments platform open to Developers. Our Developer’s Tools offer you the ability to build Applications that interact with PayPal. Our goal is to encourage innovation, creativity and greater use of PayPal Services.
1.2 PayPal Developers. We consider you to be a Developer if you access or use the Developer’s Tools for any purpose including building an Application and/or making an API Call, irrespective of whether your use is for your own benefit or as a third party service provider. All Developers and API Callers are jointly and severally subject to the terms and conditions of this Agreement. Developers must have a PayPal Account in good standing.
1.3 App ID and API Credentials. PayPal may provide you credentials, such as a unique confidential identification code, certificate, App ID, or API Credentials, that enable you to use the Developer’s Tools. PayPal may immediately terminate or revoke any such credentials for any reason, at any time, with or without prior notice, in PayPal’s sole discretion. You may not sell, transfer, sublicense, or disclose any such credentials to any third party, other than a service provider performing services on your behalf. You are liable for all activities performed with your PayPal Account or account credentials.
2.1 Access. As a Developer, you may have access to Developer’s Tools, including the PayPal Sandbox, available through https://api.sandbox.paypal.com and https://www.sandbox.paypal.com. The Developer’s Tools are provided as-is, and may be updated, modified, or terminated at any time. We do not make any promises or claims as to the availability or uptime of the Sandbox Service
2.1 Non-live data. When testing in the Sandbox, you may only use anonymous, non-live data. All accounts and transactions made in the Sandbox are not real and no real money is transferred.
2.2 Usage. You agree that all use of the Sandbox will be in accordance with PayPal’s usage policies for Developer’s Tools, which are subject to change from time to time. PayPal may post on the Developer site and/or Developer blog, and/or send an email to you with notices of any changes. You agree that you will not use any robot, spider, or other automatic device to create PayPal accounts for Sandbox use and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
2.3 No Warranty. The Developer’s Tools are provided WITHOUT ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. PAYPAL DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2.4. Indemnification. You agree to indemnify and hold PayPal, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim, suit or demand (including legal fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Developer’s Tools.
2.5 Feedback. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to PayPal regarding the Developer’s Tools but PayPal is not obligated to take any action in response to your Feedback. In addition, you agree to the following:
2.5.1 All Feedback will be given entirely voluntarily;
2.5.2 Feedback, even if marked confidential, will not create any confidentiality obligations on PayPal unless PayPal has otherwise agreed in a signed agreement;
2.5.3 PayPal will be free to use, disclose, reproduce, distribute, implement in the Developer’s Tools and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise;
2.5.4 You waive all rights to be compensated or seek compensation for your Feedback;
2.5.5 PayPal owns all right, title, and interest in and to the Developer’s Tools, including all intellectual property rights therein, even if PayPal incorporates any of your Feedback into subsequent versions of any and all of the Developer’s Tools, and you will not earn or acquire any rights or licenses in the Developer’s Tools (Beta or non-Beta) or in any PayPal intellectual property rights by virtue of your providing Feedback to PayPal.
3.1 License to You. Subject to the terms of this Agreement and while it remains in effect, PayPal grants you a revocable, non-exclusive, non-transferable license to access, integrate and use the Developer’s Tools into your Application to test PayPal-enabled Services. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal, testing use only.
3.1.1 You may not rent, lease or otherwise transfer your rights in the software to a third party.
3.1.2 You must comply with the implementation and use requirements contained in all PayPal Documentation accompanying the PayPal Services. If you do not comply with PayPal’s implementation and use requirements you will be liable for all resulting damages suffered by you, PayPal and third parties.
3.1.3 PayPal may change or discontinue any Developer’s Tools or APIs at any time, with or without notice to you.
3.1.4 You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.
3.1.5 You acknowledge that all rights, title and interest to PayPal’s software are owned by PayPal.
3.1.6 Any third party software application you use on the PayPal website is subject to the license you agreed to with the third party that provides you with this software. PayPal does not own, control nor have any responsibility or liability for any third party software application you elect to use on the PayPal website and/or in connection with the PayPal Services.
3.2 License to PayPal. You provide PayPal with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non- transferable license to use your Application for testing, review or other related purposes to ensure that your Application complies with this Agreement. You may revoke this license at any time by providing written Notice to PayPal. If you revoke this license, this Agreement will immediately terminate. Upon license revocation, you may request removal of your Application from PayPal websites. PayPal will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from PayPal websites. PayPal has no other obligation to delete copies of, references to, or links to your Application.
3.5 Intellectual Property.
3.5.1 PayPal retains all rights, title and interest in the Intellectual Property embodied in or associated with the Developer’s Tools (including but not limited to SDKs and APIs), PayPal technology and any content derived therefrom.
3.5.2 There are no implied licenses under this Agreement, and any rights not expressly granted are reserved by PayPal. Except as licensed expressly herein, this Agreement does not transfer any Intellectual Property rights between the parties.
3.6 Competitive or Similar Materials. Notwithstanding the foregoing, in no event will PayPal be precluded from developing for itself, causing to be developed, acquiring, licensing or developing for third parties any products or services that are competitive with your Application or Your PayPal-enabled Services, so long as PayPal does not infringe your intellectual property rights. Similarly, PayPal may create and develop marketing and distribution materials about competing products and services offered by PayPal as long as those materials do not infringe your intellectual property rights.
We may terminate this Agreement or your access to the Services immediately, at any time, with or without notice to you, for any reason.
4.1 Effect of Termination. Upon termination of this Agreement, (i) all rights and licenses under this Agreement shall immediately terminate; and (ii) you will remain liable for any amounts due or other liability under this Agreement. 4.2 Choice of law and jurisdiction. This Agreement shall be subject to the laws of the United States, which shall have exclusive jurisdiction over all disputes arising in relation to this Agreement, subject to any applicable arbitration requirements.
4.3 Disputes with PayPal and Arbitration. In the event you have a dispute with PayPal, the relevant provisions (including arbitration requirements) of PayPal User Agreement, which are incorporated here by reference, will govern the dispute.
4.4.1 Notice to You. You agree that PayPal may provide notice to you by posting it on our website, emailing it to the email address associated with your PayPal Account, or mailing it to the street address you provided for your PayPal Account. Notices sent to you by email are considered to be received by you within 24 hours of the time we send the email unless we receive notice the email was not delivered. Notices sent to you by mail are considered received by you within 3 Business Days of the date we send the notice unless it is returned to us.
4.4.2 Notices to PayPal. Notice to PayPal must be sent by postal mail at: PayPal, Inc., Attn: Litigation Department, Re: Notice of Dispute, 2211 North First Street, San Jose, CA 95131. .
4.5 Security and Stability. You acknowledge that it is in the best interests of both you and PayPal that PayPal maintains a secure and stable environment. To that end, PayPal reserves the right to change the method of access to the Developer’s Tools at any time. PayPal does not guarantee any minimum uptime for the Developer’s Tools.
4.6 Your Relationship with PayPal. You and PayPal are independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture.
4.6 Assignment. You may not transfer or assign this Agreement.
4.7 Severability. If any provision of this Agreement is found illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
4.8 Complete Agreement. This Agreement and any applicable PayPal Agreements set forth the entire understanding between you and PayPal with respect to the access and use of the Developer’s Tools.
Capitalized terms used in this Agreement and not otherwise defined in this Section have the meaning assigned to them in the User Agreement.
“API” means each of PayPal’s proprietary application programming interfaces, which are used by Developers to interface with PayPal’s Services.
“API Call” means a call from an Application via an API to interact with the PayPal Services.
“API Caller” means the person or persons making the API Call to the PayPal Services in Live Access. The API Caller may be the Application operator or Developer. In a case where a person makes an API call on behalf of another person, both persons are API Callers, jointly and severally.
“API Credentials ” means your API username and password, and either an API signature or an API certificate.
“Application” means a third party software application that contains embedded calls to a PayPal API. An Application may run on a web-based or non web-based platform.
“App ID” means the unique identifier assigned to an Application Version. This is required to access the API in Sandbox or Live.
“Developer” means anyone who accesses or uses the Developer’s Tools, and/or agrees to this Agreement.
“Developer’s Tools” means the APIs, API Credentials, SDKs, Documentation, Sandbox, developer websites and portals, technical support, and all other tools, services, content and information made available to you by PayPal through PayPal’s Developer’s websites and/or webpages, including those hosted by PayPal and Github or any other means.
“Documentation” means all written information provided or made available to you by PayPal including information related to the PayPal Services, Developer’s Tools, Developer’s guides, and reference guides. Documentation may be provided on PayPal’s Developer’s websites and/or webpages, including those hosted by PayPal and Github.
“Intellectual Property" means any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) Marks, and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof; (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation Databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof,; (iv) trade secrets,(v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.
“Live Access” means the live PayPal production environment which includes live access to the PayPal Services and Databases.
“PayPal Account” means a PayPal personal, premier or business account; or for testing access only, a developer testing account.
“SDK” means each of PayPal’s downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.