This Payflow Gateway Services Agreement for eBay Sellers ("Agreement") on the U.S. eBay website is a contract between you and PayPal, Inc. (“PayPal”) and applies to your use of the Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement. 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, we will provide you with 30 Days' prior notice of Substantial Change by posting notice on the "Policy Updates" page of our website (https://www.PayPal.com). In this Agreement, "eBay Seller", "you" and "your" refer to you and your designated agents. "we", "us" and "our" refer to PayPal.
2.1 "Financial Institution" means your internet merchant account provider.
2.2 "Financial Processor" means the entity that processes your Transactions on behalf of your Financial Institution.
2.3 "Services" means the Payflow Gateway Services that securely transport your Transactions to your Financial Processor so you may accept credit card payments on the U.S. eBay website. The Services are provided only for sales on the U.S. eBay website.
2.4 "Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
2.5 “Transaction" means anything sent to your Financial Processor through the Services, including an authorization, delayed capture, sale, void, and debit or credit data transmission.
3. AUTHORIZATION. You authorize eBay and PayPal to transmit the Transaction information to Financial Processors for you via the Services.
4. YOUR OBLIGATIONS.
4.1. You are responsible for:
5. ACCOUNT TERMINATION.
5.1 By You. You may terminate this Agreement at any time by contacting PayPal customer support at firstname.lastname@example.org. PayPal shall use commercially reasonable efforts to cancel the Services as soon as all pending Transactions have cleared your account.
5.2 By PayPal. PayPal, in its sole discretion, reserves the right to terminate this Agreement or access to the Service for any reason and at any time upon notice to you.
5.3 Effect of Termination. Upon termination, your rights to use the Services shall immediately cease. Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve PayPal or you from any liability arising prior to the termination of this Agreement.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE, OUR PARENT, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $1,000. You acknowledge that PayPal is responsible only for providing data transmission to effect or direct certain payment authorizations for you and is not responsible for any damages you suffer or incur as a result of any instructions given, actions taken or omissions made by you, your financial processor(s) or your Financial Institution.
7. INDEMNIFICATION. You will indemnify and hold us, eBay and all respective Affiliates harmless (including eBay and PayPal’s officers, directors, agents, affiliates, distributors, franchisees and employees) from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees, resulting from your material breach of any duty, representation or warranty of this Agreement.
8. NO WARRANTY. PAYPAL, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PAYPAL, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PayPal does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. PayPal will make reasonable efforts to ensure that the Services are provided in a timely manner but PayPal makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
9. INTELECTUAL PROPERTY. All right, title and interest in and to all intellectual property or proprietary rights related to the Services ("PayPal Intellectual Property Rights") is owned by PayPal or its licensors, and you agree to make no claim of interest in or ownership of any such PayPal Intellectual Property Rights. You shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Services or its components.
10. PRIVACY AND CONFIDENTIALITY.
10.2 Confidential Information. "Confidential Information" means any information relating to us or the Services that is not known to the general public. During your use of the Services, you may receive Confidential Information from us. You agree that all Confidential Information will remain our exclusive property, you will use Confidential Information only as is reasonably necessary to use the Services, and you will not disclose Confidential Information to any individual, company or third party.
11. GOVERNING LAW AND FORUM. You agree that any claim or dispute you may have against PayPal must be resolved by a court located in either Santa Clara County, California, or Omaha, Nebraska. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California, or Omaha, Nebraska for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions. All claims you bring against PayPal must be resolved in accordance with this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to this Agreement, PayPal may recover attorney’s fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that PayPal has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
12. COMPLETE AGREEMENT. This Agreement sets forth the entire understanding between you and PayPal with respect to the Service. Sections 5.3, 6, 7, 8, 9, 10, 11 and 12, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.