Paypal Partner Program Agreement

 

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Paypal Partner Program Agreement

 

 

This PayPal Partner Program Agreement, and the Exhibits attached hereto, (collectively “Agreement”) is a contract between PayPal and you, the entity or individual named on the submitted partner registration form, (referred to as “you,” “your” or “Partner”) as a member in the PayPal Partner Program (the “Program”).  You must read, agree with, and accept all of the terms and conditions contained in this Agreement.  This Agreement is effective from October 1, 2010 or the date you accept the agreement, whichever is later (“Effective Date”).  We may amend this Agreement at any time by emailing such notice to you. The revised version will be effective 30 days from the date we email such notice to you.  By continuing to use the Services after any revision to this Agreement or any change in Services, you agree to abide by and be bound by any such revisions or changes.  We last modified this Agreement on August 1, 2016.  All capitalized terms shall have the meaning assigned to them in Section 9. 

 

ARTICLE I:  THE PROGRAM

Section 1.1.  Program.  PayPal has developed a program for its partners to integrate the PayPal Services into the Partner Product, market the PayPal Services, and refer merchants to PayPal (“Program”).  You agree to participate in the Program after (i) execution of this Agreement; (ii) registration for any required card association programs through PayPal’s acquiring bank, and (iii) proof of PCI compliance, if applicable.

 

ARTICLE II:  Partner Obligations

Section 2.1.  Partner Marketing.  In marketing the PayPal Service, you will: (i) portray the PayPal Service accurately, and (ii) strictly adhere to any PayPal branding or marketing requirements or guidelines as may be communicated to you from time to time.  Further, you represent and warrant that all your marketing activities relating in any way to the PayPal Service shall comply with applicable laws, regulations, industry self-regulatory standards (including applicable behavioral advertising standards), and best practices.

Section 2.2.  Customer Support.  You will be responsible for all customer service for your products, services and any of your customers’ work product.  You will refer inquiries to PayPal customer service for questions relating to the PayPal Services.

 

ARTICLE III:  Paypal Obligations

Section 3.1. Provision of the PayPal Service.  PayPal shall provide the PayPal Services to Referred Merchants in accordance with the User Agreement and PayPal Privacy Policy applicable to such Referred Merchant.  All costs of integration of Referred Merchants shall be your and/or the Referred Merchant’s responsibility. 

Section 3.2. PayPal Benefits.  During the Term, you will receive Program benefits as set out at www.paypal.com/partnerprogram.

Section 3.3. Partner Support.  PayPal shall respond to your inquiries in the same manner that it responds to all similarly situated partners.  For PayPal Services, PayPal will be responsible for customer service.  PayPal will refer inquiries to your customer service for questions relating to your website(s) and Partner Product.

Section 3.4. Partner Portal Access.  PayPal may provide you with access to the Partner Portal in connection with the Benefits, as defined below.  You agree to use the Partner Portal in the manner specified by PayPal and subject to the restrictions on the use and disclosure of Confidential Information contained herein.  You are responsible for all changes you make to your accounts via the Partner Portal. 

 

ARTICLE IV:  PROGRAM BENEFITS

Section 4.1. Benefits.  PayPal shall provide the program benefits (“Benefits”) as set forth in the PayPal Partner Program Guide located at www.paypal.com/partnerprogram (“Program Guide”).  PayPal will make the Benefits available to Partners meeting various eligibility conditions or requirements as PayPal sets forth in its sole discretion from time to time.  PayPal may change the Benefits at any time.

Section 4.2. Additional Requirements.  PayPal may, in its sole discretion, provide you with additional requirements related to your collection, usage, storage of PayPal User Data.  PayPal will provide as much notice as possible for any additional requirements.

Section 4.3. Your User Information.  This Agreement does not limit your ability to collect, use, and store information from Your Users as long as the information is not PayPal User Information, and you did not gain the information from your usage of the PayPal Services.

 

ARTICLE V:  INTELLECTUAL PROPERTY AND LICENSE RIGHTS

Section 5.1. Intellectual Property.  PayPal shall retain sole and exclusive right, title, and interest to PayPal’s Intellectual Property, the PayPal Site, and the PayPal Services, the technology related to the PayPal Services, including without limitation all intellectual property rights in and to all aspects of the PayPal Services, the PayPal APIs, the PayPal Benefits Guide, the PayPal Content, and the PayPal Materials.  You shall retain sole and exclusive right, title, and interest to your intellectual property and the Partner Product.  There are no implied licenses under this Agreement, and any rights not expressly granted are reserved by PayPal.  Except for the licenses herein, this Agreement does not transfer any Intellectual Property rights between the parties.

Section 5.2. License to You.  Subject to the terms of this Agreement, PayPal grants you a revocable, non-exclusive, non-transferable license to access and integrate the PayPal APIs into the Partner Product, solely to enable the PayPal Services for your customers through the Partner Product, all in accordance with any integration requirements and the terms of this Agreement.  This license does not authorize you to use the PayPal API’s, to access, use, copy, or distribute any PayPal Content.

Section 5.3. PayPal Marks.  Subject to the terms of this Agreement, PayPal grants you a revocable, non-exclusive, non-transferable license to use the PayPal Marks solely in connection with advertising and marketing the PayPal Services or the Partner Product and in accordance with PayPal’s branding requirements.  Any usage of the PayPal Marks that is outside the scope of the Branding Requirements requires PayPal’s prior approval.  

Section 5.4. Your Marks.  You grant PayPal a revocable, non-exclusive, non-transferable license to use your Marks to publicize your usage of the PayPal Services.  PayPal may do so (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the PayPal website or through other electronic communications such as emails to PayPal Users, newsletters, or in materials that PayPal otherwise makes publicly available; and (iii) through any other channel to promote the use of PayPal. 

Section 5.5. User ID.  PayPal shall provide you a unique confidential identification code, certificate, and User ID that shall permit you to use the PayPal Services.  The User ID is PayPal’s property and may be immediately revoked or terminated by PayPal if you disclose it to a third party or for any other reason deemed necessary by PayPal.  You may not sell, transfer, sublicense, or disclose your User ID to any third party (other than a Service Provider performing services on your behalf). 

Section 5.6. Service Providers.  You may use third party Service Providers to exercise your rights or perform your obligations under this Agreement so long as the Service Provider is subject to the terms and conditions of this Agreement.  You agree that any act or omission by your Service Providers amounting to a breach of this Agreement will be deemed a breach by you for which you and the Service Provider will be jointly and severally liable.

 

ARTICLE VI:  CONFIDENTIALITY

Section 6.1. Confidential Information Defined.  Confidential Information means all information that either Party provides to the other under this Agreement, including but not limited to the following: (i) the PayPal User Information, User Data, and all other information received through the APIs or otherwise related to the Partner Product , (ii) API Credentials, and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, proprietary”, or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its very nature you understand to be the disclosing Party’s confidential information.

Section 6.2. Confidentiality Obligations.  Each Party must maintain the Confidential Information in confidence and shall not disclose it to third parties or use it for any purpose other than as necessary and required to perform the services.  In the event that Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify the disclosing Party and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information.  The obligations hereunder shall survive the termination of this Agreement for a period of three (3) years.

Section 6.3. Protection of Confidential Information.  The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that the disclosing Party will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

Section 6.4. User Data.  In the event a party discloses User Data to the other party that such receiving party has not otherwise collected in the course of providing its services (“Confidential User Data”), such receiving party understands that it shall have the right to use the Confidential User Data, and any derivative works thereof, only as strictly required and necessary to perform its obligations under this Agreement and is strictly prohibited from combining the Confidential User Data with its own User Data or directly or indirectly using the Confidential User Data in connection with any marketing activities. Further, the receiving party shall keep the Confidential User Data only as long as necessary to perform its obligations under this Agreement.

Section 6.5. PCI Compliance.  You represent, warrant and covenant that you shall at all times comply with applicable Payment Card Industry Data Security Standards, (“PCI DSS”) as such may be amended from time to time, with respect to all card data.  PayPal may, in its sole discretion, provide you with additional requirements related to your collection, usage, and storage of PayPal User Data.  PayPal will provide as much notice as reasonably practicable for any additional requirements.  You must provide PayPal with documentation demonstrating Partner’s PCI compliance upon request.  If PayPal is unable to validate your PCI compliance, PayPal may (i) hold any funds due you, (ii) remove all marketing referring to you from PayPal.com, or (iii) notify Referred Merchants that you are not PCI compliant.  This Agreement does not limit your ability to collect, use, and store information from Partner Users as long as the information is not PayPal User Information, and you did not gain the information from Partner’s usage of the PayPal Services.

Section 6.6. Feedback.  In the event that either Party provides suggestions, comments, or other feedback ("Feedback") with respect to the PayPal’s Confidential Information, PayPal Services, Partner Product, or Intellectual Property, the following will apply:

a)   All Feedback shall be given entirely voluntarily;

b)   Feedback, even if marked confidential, shall not create any confidentiality obligations on a Party unless such Party has otherwise agreed in a signed agreement;

c)   a Party shall be free to use, disclose, reproduce, distribute and otherwise commercialize all Feedback provided without obligation or restriction of any kind on account of intellectual property rights or otherwise; and

d)   each Party waives all rights to be compensated or seek compensation for the Feedback.

 

ARTICLE VII:  TERM AND TERMINATION

Section 7.1. Term.  This Agreement is effective as of the Effective Date and shall continue unless terminated as set out herein.

Section 7.2. Termination.  Either Party may terminate this Agreement at any time upon thirty (30) days’ notice.  We may terminate this Agreement if you breach a material term of this Agreement and the breach is not cured with ten (10) days after receiving written notice of the breach. The Agreement may be terminated by either Party effective immediately and without any requirement of notice, in the event that:  (i) the other Party files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; (ii) a receiver, trustee, or similar officer is appointed for the business or property of such Party; (iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such Party and not stayed, enjoined, or discharged within sixty (60) days; or, (iv) the other Party adopts a resolution for discontinuance of its business or for dissolution.

Section 7.3. Effect of Termination.  Upon termination or expiration of this Agreement the following shall apply: (i) all rights and licenses under this Agreement shall immediately terminate; (ii) you must destroy all PayPal User Information within seven (7) calendar days of termination, and upon PayPal’s request provide proof of such destruction within seven (7) calendar days; and (iii) you will remain liable for any amounts or other liability under this Agreement.

 

ARTICLE VIII:  LEGAL TERMS

Section 8.1. Contracting Entity.  This chart explains the PayPal entity with whom you are entering into this Agreement, the address for notice to PayPal, which governing law applies to the Agreement, and which courts have jurisdiction to adjudicate lawsuits. 

Country of Residence of Referred Merchant

Contracting Entity

Address for Notice to PayPal

Governing Law

Courts with Exclusive Jurisdiction

United States

PayPal, Inc. a Delaware corporation in the United States whose address is eBay Park North, 2211 North First Street, San Jose, CA 95131

PayPal, Inc., Attention: Legal Department, 2211 North First Street, San Jose, California 95131

The State of California

Santa Clara County, California, or Omaha, Nebraska

Canada

PayPal Private Limited a company incorporated in Singapore whose address is 5 Temasek Boulevard #09-01, Suntec Tower Five, Singapore 038985

PayPal Private Limited, Attn: Legal Department, 5 Temasek Boulevard #09-01, Suntec Tower Five, Singapore 038985

Singapore

Singapore or where the defendant is located (in PayPal's case, Singapore, and in your case, your home address or principal place of business)

Section 8.2. Notice.

  1. Notice to You.  You agree that PayPal may provide notice to you by emailing it to the email address listed in your PayPal Partner Program Account and shall be considered to be received by you within 24 hours of the time we send the email.
  2. Notices to PayPal.  Notice to PayPal must be sent by postal mail to the address for notice listed above.

Section 8.3. Indemnification / Limitation of Liability / Disclaimers.

  1. Indemnification.  Each Party agrees to defend, indemnify and hold harmless the other Party, its parent, officers, directors and employees from any claim, suit, or demand (including attorney’s fees) made or incurred by any third party that is based on or arising out of: (i) breach of this Agreement, (ii) violation of any law, regulation, or rule; (iii) infringement of any third party’s IP rights, (iv) use of the PayPal Services or the Partner Product, and/or (v) other actions or omissions resulting in liability to the other Party.
  2. Limitations of Liability.  IN NO EVENT SHALL EITHER PARTY, PARENT, SUBSIDIARIES, AFFILIATES, OR SUPPLIERS BE LIABLE FOR (i) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, WEBSITES, OR OTHER ACTIONS OR OMISSIONS, AND/OR (ii) AN AMOUNT EXCEEDING THE AMOUNT OF THE DIRECT DAMAGES DIRECTLY CAUSED BY THE BREACH OF THIS AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY.
  3. DISCLAIMER OF WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAYPAL DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PAYPAL WEBSITE, AND SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT.  THE PAYPAL WEBSITE, AND SERVICES ARE PROVIDED “AS-IS” AND PAYPAL MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  PAYPAL DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE PAYPAL SERVICES, OR GUARANTEE THE IDENTITY OF ANY PAYPAL USER.
  4. 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 at any time.  You also agree that, in the event of degradation or instability of PayPal's system or an emergency, PayPal may, in its sole discretion, temporarily suspend your access to any of these services in order to minimize threats to and protect the operational stability and security of the PayPal system.
  5. Uptime.  PayPal does not guarantee that the PayPal website and/or PayPal Services will be available twenty-four hours a day, seven days a week.

Section 8.4. Competitive or Similar Materials.  Notwithstanding the foregoing, in no event shall PayPal be precluded from developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your products and/or services, so long as PayPal does not infringe on your intellectual property rights.

Section 8.5. Taxes.  It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority.  PayPal is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

Section 8.6. Your Relationship with PayPal.  You and PayPal are independent contractors.  This Agreement does not create or imply any partnership, agency, or joint venture.

Section 8.7. Assignment.  You may not transfer or assign any rights or obligations you have under this Agreement without PayPal's prior approval.  PayPal reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement by providing you with notice of such transfer or assignment.

Section 8.8. No Waiver.  Any failure to enforce any provision of this Agreement will not be deemed a waiver of a Party’s ability to enforce the same provision of the Agreement at a future date.

Section 8.9. 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.

Section 8.10. Force Majeure.  PayPal is not 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 PayPal’s reasonable control.  In the event of such a failure, PayPal’s obligations shall be suspended until such time as the cessation of any cause of such failure.

Section 8.11. Complete Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.  This Agreement and the other agreements you have entered into with PayPal sets forth the entire understanding between you and PayPal with respect to the PayPal Services.   

Section 8.12. Survival.  The following sections shall survive termination of this Agreement:  PayPal User Information, Confidentiality and Intellectual Property, Term and Termination, Legal Terms, and Definitions; as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

 

ARTICLE IX:  Definitions

Section 9.1. Defined Terms.

  1. API Credentials” means your API username and password, and either an API signature or an API certificate.
  2. 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, (collectively, "Patents"); (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, (collectively, "Copyrights"); (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.
  3. Marks” means the trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a Party
  4. New Merchant” means a United States or Canadian merchant that (i) does not have a PayPal account or has not processed any transactions through PayPal in the 365 days immediately preceding the New Merchant’s first transaction with PayPal; (ii) is referred by a Trackable Means; and (iii) has a PayPal account in good standing.
  5. Partner Portal” means the website located at www.paypal.com/partnerprogram or a successor site designated by PayPal with dedicated partner specific content and confidential log in and password.  The Partner Portal provides tools and information about the Program, including the Program Guide, Terms of Use, and Privacy Policy.
  6. Partner Product” means the ecommerce or retail related product or solution offered by you to your customers, which incorporates the PayPal Services, as contemplated in this Agreement.
  7. PayPal,” “us,” and “our” means the contracting entity based on the country as described in the Legal Terms section of this Agreement.
  8. PayPal API” means the PayPal application programming interfaces used by PayPal merchants to interface with the PayPal Systems in connection with their use of the PayPal Services.
  9. PayPal Content” means all the data passed through the PayPal APIs, including any User Data of PayPal or its merchants.  PayPal Content does not include any data that you obtain independent of PayPal and the PayPal APIs.
  10. PayPal Materials” means any information and materials provided by PayPal to you describing the PayPal Services for use in conjunction marketing such services.
  11. PayPal Services” means the payment services provided by PayPal to its merchants.  The PayPal Services may be updated with certain functionality from time to time.
  12. PayPal Site” means www.paypal.com or www.paypal.ca or such other website(s) provided by PayPal for its users located in particular countries or jurisdictions.
  13. PayPal Systems” means the facilities, hardware, software, PayPal APIs and processes owned or licensed by PayPal to provide the PayPal Services to its users.
  14. PayPal Users” means any person who accesses a PayPal website, uses the PayPal Services, and/or any person or entity that has agreed to the PayPal User Agreement
  15. Referred Merchant” means a (i) New Merchant or (ii) United States or Canadian merchant that (a) has a PayPal account in good standing; (b) is referred by a Trackable Means, and (c) is eligible from the date of your first partner agreement with PayPal but in any event no earlier than October 1, 2007. 
  16. Trackable Means” means a unique transaction identifier provided by PayPal to Partner and added by the Partner to applicable PayPal integrations and is the means of identifying, tracking, and associating merchants using such integrations with Partner.  The unique transaction identifier may be a web address or URL embedded with a Partner ID assigned to Partner, a unique identifier sent in the transaction referred to as a partner ID, or a BN Code.
  17. User Agreement” means the PayPal User Agreement found on each PayPal Site.
  18. User Data” means customer or User Information, including personally identifiable information, collected from a customer or user of a Party.
  19. User Information” means any customer information that  a Party collects directly from its Users without the use of the PayPal Services or the Partner Product as the case may be.
  20. Your Users” mean customers that have entered into a relationship with you to purchase goods or services.  Your Users that have a PayPal account are also PayPal Users.