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PayPal Developer Agreement

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PayPal Developer Agreement

Last Update: Aug 23, 2013

 

The PayPal Developer Agreement (“Agreement”) is an agreement between you and PayPal and applies to your access to and use of the Developer’s Tools. You must read, agree with and accept all of the terms and conditions contained in this Agreement. By registering for, accessing and/or using the Developer’s Tools, you acknowledge that you have read, understood and agree to be bound by this Agreement. 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 User Agreement, 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. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days’ prior notice of any Substantial Change by posting notice on the Policy Updates page on our website. Capitalized terms used in this Agreement are defined in Section 18 of this Agreement; all other capitalized terms are defined in the PayPal User Agreement.

 

1. Introduction.

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. Your use of PayPal Services, excluding Developer Tools and related products and services, in connection with your PayPal Account is covered by the User Agreement, as may be amended from time to time, or a separate written agreement between you and PayPal.

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 will provide you a unique confidential identification code, certificate and App ID that enable you to use the Developer’s Tools. PayPal may also provide you with API Credentials for testing and/or production. PayPal may immediately terminate or revoke your App ID and/or API Credentials for any reason in PayPal’s sole discretion. You may not sell, transfer, sublicense, or disclose your App ID, API Credentials or other PayPal Account credentials to any third party, other than a service provider performing services on your behalf, and you agree to notify PayPal immediately of any violation of your obligations in this sentence. If you sell or otherwise transfer your Application, or permit an API Caller to operate it, PayPal agrees to issue a new App ID to the API Caller operating your Application. The API Caller is accountable for any personal data PayPal is instructed to transfer to it. You are liable for all activities performed with your App ID, API Credentials or other PayPal Account credentials.

 

2. The Sandbox - The Developer's Testing Environment.

2.1 Access. As a Developer, you may test your API Calls in the PayPal Sandbox, available through http://api.sandbox.paypal.com and https://www.sandbox.paypal.com. When testing in the Sandbox, you may only use anonymous, non-live data.

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 PayPal will not be liable to you or any third party for any modification or cessation of Developer’s Tools, including the Sandbox. All accounts and transactions made in the Sandbox are not real and no real money is transferred. The Sandbox is provided to you on an “as-is” basis and PayPal does not guarantee up-time or availability. 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.

 

3. Live Access.

Your Application will be given Live Access if the following requirements are met:

3.1 Business Account. The API Caller of the Application has a PayPal Business Account in good standing. You agree to provide information about you, the Business Account holder and/or the business owner to PayPal before receiving live credentials.

3.2 Application Approval. In certain instances, Your Application must receive prior approval from PayPal. You must complete our online questionnaire and submit any information we request so we can review your Application. All approval decisions will be made in PayPal’s sole discretion. Decisions are based on factors including but not limited to whether the Application functions in accordance with your representations, complies with the PayPal Developer rules as stated in Sections 4 through 8 and Section 10 of this Agreement, is consistent with the PayPal Agreements and is not likely to prove harmful to PayPal, PayPal Users or the PayPal community.

 

4. APIs.

4.1 Support. PayPal may provide you with support or modifications for the Developer’s Tools (collectively, “Support”) in its sole discretion. PayPal may terminate such Support at any time without notice to you. PayPal may change, suspend, or discontinue any aspect of the Developer’s Tools, at any time, including the availability of any PayPal APIs. PayPal may release subsequent versions of APIs, and you may be required to use those subsequent versions. PayPal may also impose limits on certain features and services or restrict your access to parts of or all of the Developer’s Tools without notice or liability.

4.2 API Caller Certification. If you are accessing an advanced level API or more advanced features of a standard level API, you may be required to receive API Caller Certification before you are given Live Access. We may request, and you agree to provide, additional information in connection with API Caller Certification and any periodic reviews of your API Caller Certification that we may perform from time to time. PayPal does not guarantee that you will receive the API Caller Certification for your desired access level, and PayPal may revoke API Caller Certification at any time after notice to the API Caller. API Caller Certification is not required for standard level API Calls.

4.2.1 An advanced level API is an API and/or features of an API that PayPal has identified as having a higher level risk to PayPal and PayPal Users.

4.2.2 A standard level API is an API and/or features of an API that PayPal has identified as having a low risk to PayPal and PayPal Users.

 

5. Working with PayPal as a Developer.

5.1 General Requirements. If you are a Developer or Channel Partner, you must comply with the following:

5.1.1 Have a PayPal Account in good standing.

5.1.2 Not Selectively Offer PayPal. If PayPal is offered as a payment method on your website or Application, with your services, or on any other property, you must always offer PayPal in connection with such service. You may not selectively decide to offer PayPal for some transactions but not for other transactions. If your Application or website supports PayPal Business Payments as well as standard PayPal payments, you may selectively choose which PayPal payment type you wish to offer in each transaction flow, provided only one type of PayPal payment method is offered in every flow.

5.1.3 Not engage in any acceptance practices that discriminate against or discourage the use of PayPal;

5.1.4 Not create a method for sending or receiving payments that will result in the Sender or Recipient avoiding or overpaying PayPal fees;

5.1.5 Not charge a surcharge to someone simply because they select to pay with PayPal (unless permitted by applicable law, in which case, you must only surcharge in compliance with such law). A surcharge is a fee that is charged to the transaction based on the payment instrument or mechanism selected by the customer. For example, if you charge a fee to accept PayPal transactions but not to accept cash transactions and/or another payment option, then you are charging a surcharge. You may, however, charge Your Users a fee for the value added services that you provide so long as you charge such fee consistently for such value added services (for example, you can charge a fee for offering a new payment channel but all payments using that channel must be assessed the fee). In the event you apply a surcharge, you must inform the Buyer of the requested charge; PayPal has no liability to any Buyer where you have failed to inform the Buyer of any surcharge and you agree that any such liability shall be yours. You acknowledge that if you are permitted to surcharge and you further fail to disclose any form of surcharge to a Buyer that this may constitute a criminal offense by you.

5.1.6 Not Set Minimums or Maximums. Subject to applicable law, you may not set minimum or maximum transaction amounts as a condition of accepting PayPal.

5.1.7 If you are a Channel Partner, you must also comply with the requirements set forth in Section 15.

5.2 Checklist. Your Application and your use of the Developer’s Tools must comply with the following:

5.2.1 Legal Agreements and Related Policies. Your Application and your use of the Developer’s Tools must comply with the following Legal Agreements and policies:

(a) this Agreement,

(b) the User Agreement, both the version that applies to you together with any other version that applies to users of Your PayPal-enabled Services; if you accept users from countries other than the one in which you reside (or are incorporated, if a company), then the version of the User Agreement for the user’s country applies to that user;

(c) Acceptable Use Policy, both the version that applies to you together with any other version that will apply to users in other countries served by Your PayPal-enabled Services, as well as all referenced rules and policies under such agreements, all of which are incorporated herein by this reference; and

(d) any other agreement you have entered into with PayPal.

5.2.2 Product Documentation / Specifications. PayPal’s technical/product/API requirements as communicated in the Documentation, integration guidelines and specifications provided or made available to you, or as otherwise specified by PayPal from time to time.

5.2.3 Branding Requirements. PayPal’s Branding Requirements.

5.2.4 PayPal User Information Requirements. PayPal’s Information Security Requirements.

5.2.5 Laws/Regulations/Rules. All applicable laws, regulations, and third party payment network rules and regulations (such as Visa, MasterCard, American Express, Discover, NACHA, etc.) related to your use of the Developer’s Tools and PayPal Services, and your provision of the Your PayPal-enabled Services, your promotional activities and other business activities.

5.2.6 Other Requirements. Any other PayPal requirements that we provide to you in our sole discretion.

5.3 Beta Tools and Services.

5.3.1 Beta Developer’s Tools. You acknowledge and agree that: (a) any and all Developer’s Tools identified as “Beta” (“Beta Developer’s Tools”) may not operate properly, be in final form or fully functional; (b) Beta Developer’s Tools may contain errors, design flaws or other defects; (c) it may not be possible to make the Beta Developer’s Tools fully functional; (e) the information obtained using Beta Developer’s Tools may not be accurate; (f) use of Beta Developer’s Tools may result in unexpected results, loss of data or communications or other unpredictable damage or loss; (g) PayPal is under no obligation to release a non-Beta version of Beta Developer’s Tools; and (h) PayPal has the right unilaterally to abandon development of any and all Beta Developer’s Tools, at any time and without any obligation or liability to you.

5.3.2 No Warranties. You acknowledge that any and all Beta Developer’s Tools (a) are PayPal’s test products and their reliability and accuracy cannot be guaranteed; and (b) must be accepted “as is,” without any express or implied warranties or service levels, including without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.

5.4 Do Not Circumvent PayPal Policies. You may not create an Application or provide Your PayPal-enabled Services that are designed to, or have the effect of, circumventing PayPal’s rules and policies as described in any policy document or legal agreement.

5.5 No Avoidance of Account Limits. You may not create, implement or use any means of avoiding, modifying, or circumventing PayPal’s account limits for sending, receiving or withdrawing funds.

5.6 Providing Correct Information. All information that you submit to PayPal (or PayPal’s agent) in connection with your use of the Developer’s Tools must be true, correct, and complete. This includes the following: (i) information you submit directly to PayPal as part of Application Review, API Caller Certification, or in response to a request from PayPal for information, (ii) information you submit through an API Call, and (iii) information you provide to a PayPal User, Your User, or other third party in connection with your use of the Developer’s Tools or provision of your PayPal- enabled Services.

5.7 Costs. You are responsible for all costs and expenses related to your use of the Developer’s Tools including all required modifications to your Application. PayPal will not reimburse you for any costs or expenses, even if your Application is rejected.

5.8 Feedback. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to PayPal regarding PayPal’s Confidential Information, Developer’s Tools or Intellectual Property, but PayPal is not obligated to take any action in response to your Feedback. In addition, you agree to the following:

5.8.1 All Feedback will be given entirely voluntarily;

5.8.2 Feedback, even if marked confidential, will not create any confidentiality obligations on PayPal unless PayPal has otherwise agreed in a signed agreement;

5.8.3 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;

5.8.4 You waive all rights to be compensated or seek compensation for your Feedback;

5.8.5 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.

 

6. Your Relationship With Your Users.

6.1 Express Consent Required. You must receive Your Users’ Express Consent to provide Your PayPal-enabled Services. In addition, you must receive Your Users’ Express Consent for all actions you take that are necessary, related to, or resulting from your provision of Your PayPal- enabled Services. For example, you must have a PayPal User’s Express Consent to make an API Call on behalf of or for the benefit of that PayPal User, or to use or store PayPal User Information as necessary to provide Your PayPal-enabled Services. You must provide a PayPal User with the ability to withdraw his or her Express Consent by either directly providing the PayPal User with the ability to do so, or by providing the PayPal User with information about how to do so on the PayPal website (if applicable).

6.2 Provide Customer Support. You are responsible for the operation of your Application, the provision of the Your PayPal-enabled Services, and all related customer support, as well as for providing customer support for the goods and services you sell. You must provide Your Users with information regarding your customer support policy and a customer support email address. In addition, we recommend that you provide a customer support telephone number and website.

6.3 Publish a Refund Policy and Privacy Policy. If you are an API Caller, you must publish on your website a policy about refunding payments. You must also have a published privacy policy that is readily accessible through your website, mobile application and the store or marketplace where your Application may be downloaded.

 

7. Activities Subject To Additional Restrictions.

You must receive our Prior Approval if you would like to create/offer an Application which is designed for or results in any of the following:

7.1 Expand Global Functionality. Any Application that expands PayPal’s send, receive, withdraw methods or available currencies beyond that which is described for each country and currency on this page https://www.paypal.com/us/cgi-bin/webscr?cmd=_display-country-functionality-outside.

7.2 Expand Personal Payments or Provide Remittance Services. Any Application that allows Personal Payments originating from PayPal Users whose Contracting Entity is PayPal Pte. Ltd (see the Legal Terms section of this Agreement), or any Application that provides remittance services. Remittance services means any service that is: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.

7.3 Provide Additional Funds-in or Funds-out Methods. Any Application that provides additional ways for a PayPal User to put funds or value into his/her PayPal Account, or withdraw funds or value from his/her PayPal Account.

7.4 Provide Banking Services. Any Application which either holds money for eventual payment to someone other than the Application’s API Caller or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank or other financial service provider, or as an escrow service in the jurisdiction where the service’s users reside.

7.5 Allow Card-Present Transactions. Any Application that allows a PayPal User or customer to make a payment directly using a payment card at a physical point of sale or point of interaction, using any means available such as a magnetic card reader, mobile phone, EMV terminal, automated teller machine (ATM), kiosk, using near field technology or radio frequency identification, or any other physical location purchase.

7.6 Virtual Currency. Any Application that allows for the purchase or sale of a virtual currency, which includes vouchers, certificates having or indicating a value, any functional equivalent of money, or any other representation of value accepted as a means of exchanging value between two or more parties. However, non‑transferable vouchers or certificates issued by a seller and valid only in relation to the issuing seller are not a virtual currency.

7.7 Perform Activities Requiring Approval under the Acceptable Use Policy. Any Application that performs activities or allows for the sale of goods or services for which Prior Approval is required by PayPal’s Acceptable Use Policy.

7.8 Block PayPal Payment Methods. Any Application that blocks a PayPal User from selecting a Payment Method in his or her PayPal Account except in connection with a PayPal Business Payment.

 

8. Payment Rules for Your Applications.

8.1 No Payment Aggregation. This applies to all Purchase Payments.

8.1.1 All payments must flow directly from the Buyer’s PayPal Account to the Seller’s PayPal Account. Payments may not flow from the Buyer to a third party and then be transferred to the Seller.

8.1.2 The Seller must be the Seller of Record and be identified as such to the Buyer in the context of the sale. Identification may consist of listing the Seller by full name in the sale terms, on a website used or referenced in the sale, or in other representations to the Buyer at or near the time of sale. Identifying an agent or intermediary in the sale transaction is not sufficient identification of the actual Seller.

8.2 Seller Requirements. As Seller, you must do all of the following:

8.2.1 Enter into a direct contractual relationship (agreement) with the Buyer to provide goods or services in exchange for payment or other value;

8.2.2 Be the responsible party for completing the transaction to the reasonable satisfaction of the Buyer, including:

(a) Ensure that the products are delivered to the Buyer or the services are performed for the Buyer in accordance with your agreement with the Buyer. You do not have to be the actual party delivering the products or performing the services, but the Buyer must have recourse against you if the performance or delivery fails to reach the Buyer;

(b) Provide refunds or otherwise resolve Buyer complaints in accordance with your agreement with the Buyer;

(c) Provide customer support directly or through a third party service provider; and

(d) Accept all Transaction Liability and liability under PayPal’s Acceptable Use Policy.

(e) If you delegate the performance of these Seller Requirements to a third party, you remain responsible to PayPal for their proper performance.

8.3 PayPal Account Transparency. If your Application or Your PayPal-enabled Services allow people to send or receive money through PayPal, then the following requirements apply:

8.3.1 Each party sending or receiving money must have a PayPal Account except that the Sender does not need a PayPal Account for Guest Payments;

8.3.2 The first page of your payment or checkout process must inform Your Users that a PayPal Account is required to send a payment through your Application. To do so, you may use the following language or something substantially similar:

“In order to send payments you must have a PayPal Account. Payments will be sent from your PayPal Account to the Recipient’s PayPal Account."

8.3.3 If you are not using a PayPal Button, you must add “Powered by PayPal” to the first page of your payment flow.

8.4 Refunds. You may only issue a refund to reverse a prior Purchase Payment. The amount of the refund must be equal to or less than the amount of the original payment. Any PayPal payment refund must be made to the same PayPal Account from which the payment was sent.

8.5 Required Fields in Payment Orders.

8.5.1 Personal Payments – Memo Field. If your Application allows Personal Payments, it must ensure the Payment Order for each payment includes a memo field for noting the purpose of the payment.

8.5.2 Purchase Payments - Description Field. If your Application allows Purchase Payments, it must ensure the Payment Order for each payment includes a description field to identify the goods or services being sold.

8.6 Provide Referring URL. If your Application sells or offers for sale goods or services or facilitates sales of goods or services, then each Payment Order from your Application must include the URL containing a list of all the items available for sale. If your Application refers to a website from which terms of sale or further information is available, then each Payment Order from your Application must provide the URL from the referenced website. If your Application enables Your User to send a Personal Payment, each Payment Order for a Personal Payment must refer to a website from which terms governing the Personal Payment are available. You must ensure that any URL required by this clause is maintained so that it is current and up-to-date.

8.7 Take-Down Process. If PayPal determines, in its sole discretion, that you are selling goods or services that violate this Agreement, the User Agreement, or the Acceptable Use Policy, you must, if PayPal requests, stop using PayPal Services in relation to the goods or services causing the violation.

8.8 Preapproved Payments. PayPal is not obligated to fulfill a Payment Order unless PayPal first receives an authorization from the Sender for that Payment Order. PayPal will seek authorization from the Sender at the time of the payment, unless the payment is covered by a valid Preapproval registered in the Sender’s PayPal Account. Before you cause PayPal to register such a Preapproval using the Adaptive Payments API, the API Caller must:

8.8.1 Inform the Sender of his/her right to receive notice of the amount and date of each Preapproved Payment. The Sender may opt to receive notice of each Preapproved Payment, or may opt to receive notice only of payments in amounts exceeding a range specified by the Sender. If the Sender opts to receive notice, you must notify the Sender accordingly at least 10 days before the date of each Preapproved Payment for which notice is required. For customers signing up with PayPal (Europe) S.à.r.l. & Cie, S.C.A., you further agree to notify customers at least 4 weeks in advance of the amount you will collect if that amount has increased in such a manner that the customer could not have reasonably expected to pay such an amount, taking into account that customer’s previous spending patterns and the circumstances of the payment.

8.8.2 Obtain the Express Consent of the Sender for the Preapproval before causing PayPal to register the Preapproval in the Sender’s PayPal Account.

8.8.3 Ensure that its Application allows a Sender to terminate a Preapproval registered in their Account.

8.9 Guest Payments. Guest Payments may only be offered to Your Users for Purchase Payments. When offering a Guest Payment, you must also offer an alternative for payment from a PayPal Account along with the Guest Payment option.

8.10 Redemption Codes. If Your Application provides for a redemption code to be entered in order to claim a payment, the following applies:

8.11 Money transferred on entry of redemption code. If the money is not moved from the Sender/Buyer’s PayPal Account to the Recipient’s PayPal Account until the redemption code is entered, then you must require the Recipient to enter the redemption code within 30 days of redemption. If the Recipient does not enter the code within 30 days of redemption, you may not remove the money from the Sender/Buyer’s PayPal Account. You must provide the Recipient with a clear and conspicuous disclosure regarding the 30 day requirement to enter the redemption code.

8.12 Money transferred at purchase of redemption code. If the money is transferred from the Sender/Buyer’s PayPal Account at the time the Sender/Buyer purchases the redemption code, then you may not limit the time period in which the Recipient must redeem the payment. In addition, you must comply with all applicable laws related to gift cards/certificates, including laws related to fee restrictions and disclosure requirements.

 

9. License Rights & Intellectual Property.

9.1 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 provide PayPal-enabled Services. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only.

9.1.1 You may not rent, lease or otherwise transfer your rights in the software to a third party.

9.1.2 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.

9.1.3 PayPal may change or discontinue any APIs upon notice to you.

9.1.4 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.

9.1.5 You acknowledge that all rights, title and interest to PayPal’s software are owned by PayPal.

9.1.6 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.

9.2 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.

9.3 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 Your PayPal-enabled Services and in accordance with PayPal’s Branding Requirements. Any use of the PayPal Marks that is outside the scope of the Branding Requirements requires PayPal’s Prior Approval.

9.4 Your Marks. You grant PayPal a revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use your Marks to publicize your use of the Developer’s Tools and your Application. 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 means of communication to promote the use of PayPal, the Developer’s Tools, and/or your Application.

9.5 Intellectual Property.

9.5.1 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.

9.5.2 You retain all rights, title and interest in the Intellectual Property of those portions of your Application that do not include the Developer’s Tools or any other PayPal Intellectual Property.

9.5.3 You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of PayPal or any third party.

9.5.4 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.

9.6 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.

 

10. Privacy.

Laws on privacy vary greatly between different countries. You must follow the laws of the country in which Your Users reside, besides any privacy laws that may apply to you as a resident of your country.

10.1 If You Are Contracting With PayPal, Inc. If Your Users reside in the United States, you must follow these rules:

10.1.1 PayPal User Information – Permitted Activities. You may use the Developer’s Tools to query the PayPal Database to collect, use, and store PayPal User Information (but not Prohibited User Information) as long you comply with the following requirements:

(a) Your collection and use of the PayPal User Information must be limited to that which is necessary to perform the Your PayPal-enabled Services;

(b) You must receive the PayPal User’s Express Consent to perform the Your PayPal-enabled Services that require you to collect, use, and/or store PayPal User Information (this is a requirement for all Your PayPal-enabled Services and is repeated in this section for the purposes of completeness); and

(c) Your storage of the PayPal User Information must comply with PayPal User Information Requirements as provided by PayPal.

10.1.2 PayPal Prohibited User Information. You may not collect, capture, use or store PayPal Prohibited User Information. PayPal Prohibited User Information means the following information received in connection with your provision of the Your PayPal-enabled Services or use of the Developer’s Tools:

(a) Government issued identity number, including: (1) Identifiers used for tax or claiming government benefits such as social security number, tax identification number, or similar health or tax insurance number in the relevant country; (2) National identity number; (3) Passport number; (4) Driver’s license number; (5) Any other government issued identifier.

(b) Log-in credentials, including: (1) Password; (2) PIN; (3) Security questions and answers.

(c) Financial information, including: (1) Full bank account number; (2) Full credit/debit card number*; and (3) Credit card expiration date or CVV2*. *This does not apply to merchants using the Direct Payment API in accordance with the terms and conditions of the PayPal Website Payments Pro and Virtual Terminal Agreement (“Pro Agreement”). You may not use the Direct Payment API in any manner not specified in the Pro Agreement.

10.1.3 PayPal User Information – Deletion Requirements. The following PayPal User Information must be deleted within 48 hours of receipt:

(a) Information pertaining to the PayPal User’s balance, Payment Method used to fund a transaction, or transaction history;

(b) The last 4 digits of a PayPal User’s bank account, credit card, or debit card; and

(c) Date of birth.

All other PayPal User Information must be deleted at the earliest commercially reasonable time.

10.1.4 Prohibited Activities. You may not do any of the following:

(a) Collect personal information, financial information, business information or any other information directly from Your User, a PayPal User, or any other third party on behalf of PayPal. This means that any information that you submit to PayPal through an API Call, must be customer information that you already have in your possession and not customer information that you collected for the sole purpose of submitting it to PayPal to allow Your User or a third party to create a PayPal Account.

(b) Publicly display PayPal User Information without the Express Consent of the PayPal User. For example, you may not have an Application that would publicly display a PayPal User’s email address or name to identify the User as donating money to your charity;

(c) Use the PayPal User Information to send unsolicited communications or for any other purpose except the purpose for which it was provided;

(d) Sell, lease, rent, transfer, assign or otherwise disclose PayPal User Information to a third party;

(e) Use the PayPal User Information to perform competitive, comparative or any other type of analysis to develop marketing or business strategies directly or indirectly targeting PayPal Users; or

(f) Use the PayPal User Information to engage in marketing or other sales activities.

10.1.5 Additional Requirements. PayPal may, in its sole discretion, provide you with additional requirements related to your collection, use, or storage of PayPal User Information.

10.2 If You Are Contracting With PayPal (Europe) S.À.R.L. & Cie, S.C.A.:

10.2.1 User data: This refers to any data associated to a PayPal user. User Data is inclusive of personal data, which is defined as any data that can directly or indirectly identify a PayPal user. This definition is inclusive of data elements such as IP addresses, User IDs, data associated to account usage and general identification details. User data is also inclusive of as Sensitive personal data defined as directly or indirectly revealing an individuals’ racial or ethnic origin, political opinions or the religious or philosophical beliefs, trade union membership, physical or mental health or condition or sexual life, the commission or alleged commission of any offence, any proceedings for an offence committed or alleged to have been committed.

10.2.2 PayPal Europe S.à r.l. & Cie, S.C.A. is a Luxembourg bank, regulated primarily for User data privacy issues in the European Union by the Commission Nationale pour la Protection des Données (CNPD). The applicable privacy law for PayPal User data is Luxembourg data privacy law. PayPal Europe S.à r.l. & Cie, S.C.A. is the data Controller of its User data. The applicable privacy law for the API Caller is determined by the EEA jurisdiction where the API Caller is established. API Caller is the data Controller of any User data it receives from PayPal Europe S.à r.l. & Cie, S.C.A.

10.2.3 PayPal Europe S.à r.l. & Cie, S.C.A. shall have no liability with regard to the processing of User data by the API Caller. PayPal Europe S.à r.l. & Cie, S.C.A. will be held harmless for any processing of User data by the API Caller which contravenes any privacy law that API Caller is subject to.

 

11. Confidentiality.

11.1 Confidential Information Defined. Confidential Information means all information that PayPal provides to you under this Agreement, including but not limited to the following: (i) the PayPal User Information and all other information you receive through an API Call or otherwise related to your provision of Your PayPal-enabled Services, (ii) the Developer’s Tools, 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 or would reasonably be expected to understand to be PayPal’s confidential information.

11.2 Confidentiality Obligations. You must maintain PayPal's Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to perform Your PayPal-enabled 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 PayPal and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of this Agreement.

11.3 Protection of Confidential Information. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that PayPal 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.

 

12. Adaptive Payments.

12.1 Adaptive Payments Capabilities. PayPal’s adaptive payment capabilities include the following: (a) Simple Money, (b) Split Payment, Parallel; (c) Split Payment, Chained; (d) Split Payment, Chained and Parallel; (e) Split Payment Chained Delayed (or Delayed Chained Payment); (f) Disbursement Payments.

12.2 Payment Classifications. Each Adaptive Payment must be correctly classified as a Purchase Payment, a Personal Payment, or a PayPal Business Payment.

12.3 Fees.

12.3.1 Who Pays The Fee? The payment’s Sender or Recipient may pay the associated PayPal fee for such payment. If the Sender does not pay the required fee, then the Recipient(s) must. Where a payment is sent for forwarding or allocation to multiple Recipients, and the Seller has not paid the required fee, the Recipients must pay the fee in proportion to the amount of the payment received by each. If your Application requires the Sender to pay a fee, your Application must first obtain the Sender’s Express Consent to payment of the fee.

12.3.2 Business Payments. You may determine whether the Sender or Recipient of a PayPal Business Payment will pay the PayPal Business Payment Fee. If you determine that the Sender must pay this fee then you must clearly and conspicuously disclose that to each Sender before they initiate the PayPal Business Payment that they will pay the PayPal Business Payment Fee.

12.3.3 Personal Payments. The Sender determines who pays the Personal Payment Fee at the time the Sender makes payment. Any Personal Payment flow must allow the Sender to either pay the Personal Payment Fee or allow the Recipient to pay this fee.

12.4 Seller of Record Requirement. For every Purchase Payment, the Seller of the underlying sale must receive all or at least a substantial part of the Purchase Payment.

12.5 Availability of Funds. PayPal has no obligation to ensure that funds can be obtained from any Sender to cover a payment to be sent. If your Application chains payments from one Recipient to another, the sending of the payment to the second Recipient is subject to PayPal’s ability to obtain funds from the first Recipient to cover the successive payment.

12.6 PayPal Business Payments. PayPal Business Payments cannot be offered in any payment flow where the standard PayPal payment is also offered. You must clearly and conspicuously disclose that PayPal Business Payments can only be funded using PayPal Balance or eCheck Payment Methods only.

12.7 Disbursement Payments. Disbursement Payments can only be Commercial Payments from a Business or Premier Account. You are responsible for all the payments initiated by you even if these payments are made in error.

12.8 Installments.

12.8.1 Buyers may not be charged for the first payment of the installment until you have shipped the goods purchased by the Buyer;

12.8.2 Buyers cannot be charged in more than three installments;

12.8.3 Finance charges, including interest, cannot be added to the payment amount;

12.8.4 The sum of the installment billing must not exceed the total purchase price of the goods, including tax and shipping as applicable;

12.8.5 The Buyer must provide Express Consent to be charged in installments.

12.8.6 The Seller is responsible for complying with applicable laws governing consumer credit.

12.9 Create Account and Add Payment Methods Capability. If you use Adaptive Payments to create a PayPal Account and/or add Payment Methods to a PayPal Account from your Application or website for Your Users, you may only use this capability on a web-based device.

 

13. Reserves.

If we believe there may be a high level of risk associated with your PayPal Account once you have taken your application live, we may take certain actions in connection with your Account and/or your use of the PayPal Services.

13.1 Reserves. PayPal, in its sole discretion, may place a Reserve on funds held in your PayPal Account when PayPal believes there may be a high level of risk associated with your Account. If PayPal places a Reserve on funds in your PayPal Account, they will be shown as “pending” in your PayPal Balance. If your PayPal Account is subject to a Reserve, PayPal will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your PayPal Account are held for a certain period of time, or that a certain amount of money is held in reserve. PayPal may change the terms of the Reserve at any time by providing you with notice of the new terms.

13.2 Additional Actions. We may take other reasonable actions we determine are necessary to protect against the risk associated with your PayPal Account including requesting additional collateral from you such as a letter of credit or a personal guaranty. PayPal may contact your customers, on your behalf, in the event that PayPal is investigating potential fraud.

13.3 Information. To determine the risk associated with your PayPal Account, PayPal may request at any time, and you agree to provide, any information about your business, operations or financial condition. We reserve the right to reassess your eligibility for live credentials if your business is materially different from the information you provided in your application.

 

14. PayPal Mobile SDKs and Related APIs.

14.1 Availability. Live Access for the PayPal Mobile SDKs and/or their APIs is available only to eligible PayPal Business Account holders. As such, Section 14 of this Agreement applies only to Users who have Business Accounts and seek Live Access for Applications using the PayPal Mobile SDKs and/or their APIs.

14.2 Product Transaction Fees. Payments processed using the PayPal Mobile SDKs and/or their APIs are classified as Purchase Payments. As a result, Purchase Payment fees apply. This includes merchant rates.

14.3 Additional Fees. Any additional fees applicable to Purchase Payments, such as Refunds and Chargebacks, will apply to payments processed using the PayPal Mobile SDKs and/or their APIs.

14.3.1 Risk Factor Fee. If PayPal determines that your PayPal Account receives, or is likely to receive, a disproportionately high number of customer complaints, Reversals, chargebacks, disputes, claims, fees, fines, penalties or other liability (collectively "Risk Factors"), you may be subject to up to a 5% fee increase above your then current Transaction Fee rate. This fee may be added to your initial rate when you first sign up for the PayPal Services, or may be added at any time by PayPal with 30 days' prior written notice of the fee increase. You agree to terminate your use of the PayPal Services if you do not agree to this Fee.

14.4 Payment Terms.

14.4.1 You agree to allow PayPal to charge your PayPal Account for fees that become due under this Agreement, if you choose this payment arrangement. 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 PayPal Services within 30 days of the date that the fee was due and you will remain obligated to pay PayPal for any unpaid amounts.

14.4.2 You agree to allow PayPal to charge the credit card or bank account (if available) linked to Your PayPal Account, if you choose this payment arrangement, for fees that become due under this Agreement.

14.4.3 For fees charged per transaction, the fee amount is deducted from the transaction at the time of the transaction.

14.4.4 All fees are non-refundable.

14.5 Card Not Present. You acknowledge that PayPal processes transactions through the PayPal Mobile SDKs and/or their APIs as remote (card not present) payments. If you accept a Card that is physically presented to you at the point of sale you acknowledge that the scope of your protection from Chargebacks will be limited to the protection that is available for remote payments.

14.6 Data Security.

14.6.1 General. You are fully responsible for the security of data on your website and/or Application or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as "Data") on your website and/or Application.

14.6.2 PCI Compliance.

(a) PayPal Mobile SDKs. You agree that at all times you will follow the PCI Mobile Payment Acceptance Security Guidelines.

(b) APIs Used To Process Credit Card Payments. You agree that at all times you will comply with the Payment Card Industry Data Security Standards (PCI DSS) and the Payment Application Data Security Standards (PA DSS), as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS, if requested by us. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Card Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time.

14.6.3 Data Usage. Unless you receive the Express Consent of your customer, you may not retain, track, monitor, store or otherwise use Data beyond the scope of the specific transaction. Further, unless you get the Express Consent of PayPal and each Acquiring Bank and/or the Card Companies, as applicable, you agree that you will not use nor disclose the Card Data for any purpose other than to support payment for your goods and services. Card Data must be completely removed from your systems, and any other place where you store Card Data, within 24 hours after you receive an authorization decision unless you have received the Express Consent of your customer to retain the Card Data for the sole purpose of processing recurring payments. To the extent that Card Data resides on your systems and other storage locations, it should do so only for the express purpose of processing your transactions. The following will remain the property of PayPal, its Acquiring Bank or the Card Companies, as appropriate: (a) all Data and other information provided to you by PayPal in relationship to the PayPal Services; and (2) all Card Data.

14.6.4 Additional Security. You will not give, transfer, assign, sell, resell or otherwise dispose of the information and materials provided to you to utilize the PayPal Services, including but not limited to the PayPal Mobile SDKs and their APIs. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, credentials or any other codes that are issued to you by PayPal, each Acquiring Bank or the Card Companies.

14.6.5 Audit. If PayPal believes that a security breach or compromise of Data has occurred, PayPal may require you to have a third party auditor that is approved by PayPal conduct a security audit of your systems and facilities and issue a report to be provided to PayPal, the Acquiring Banks and the Card Companies. In the event that you fail to initiate an audit within 10 business days of PayPal's request, PayPal may conduct or obtain such an audit at your expense.

 

15. Channel Partners.

15.1 App ID. A Channel Partner will have one App ID. As a Channel Partner, you can onboard additional subscribers to access this App-ID.

15.2 Subscribers. New subscribers must have a Business Account to make API Calls. PayPal advises Channel Partners to pre-vet new subscribers because all tiered applications under the Channel Partner are linked to one App ID.

15.3 Acceptable Use Policy. A Channel Partner’s application and its subscribers’ applications must comply with PayPal’s Acceptable Use Policy. As a Channel Partner, you are responsible for monitoring and enforcing this compliance. The Acceptable Use Policy is available on PayPal.com and should be incorporated into each site’s Usage Policy or terms and conditions.

15.4 Subscribers’ Payment Responsibilities. As a Channel Partner, you must ensure all subscribers are aware of their responsibility in the events of refunds or chargebacks. Standard PayPal transactional fees will apply and should be communicated to subscribers.

15.5 Global Regulation. PayPal is regulated differently in different parts of the world. The Channel Partner must satisfy the requirements of each PayPal entity listed in Section 17.1 before on-boarding new Subscribers in the world region served by that entity. PayPal may advise on legal requirements; however such information is provided as guidance only and not legal consultation. PayPal will view legal requirements from PayPal’s perspective, which may differ from a Channel Partner’s or a Subscriber’s point of view.

15.6 Responsibility for Adding/Removing Subscribers. The Channel Partner is responsible for Adding or Removing (Blocking) third parties. PayPal reserves the ultimate right to remove Applications found to be in breach of PayPal policies.

15.7 Standardized Payment flow and model must be maintained.

15.7.1 The Channel Partner may only add subscribers that are using the same Business and Payment model for which the Channel Partner has been approved. The Channel Partner must not add non-Approved application types even if using the same Payment APIs or broadly similar models.

15.7.2 The Channel Partner will be responsible for ensuring on-boarded Subscribers do not deviate from their original business type/payment flow. Such deviations may be shut down by PayPal.

15.8 Advanced API Applications. These Applications are Applications using advanced level APIs, as defined in Section 4.2 above, and require additional assistance from PayPal to function correctly.

15.8.1 The Channel Partner must submit a request to PayPal for these subscribers or Developers. PayPal will require additional time to vet Advanced Applications.

15.8.2 PayPal does not guarantee the Approval timeframe or Approval rate of Advanced API Applications. Advanced level API usage requires business underwriting and additional fraud checking. New subscribers that fail these checks will not be permitted to on-board.

15.8.3 Channel Partners can integrate Standard level APIs into Applications without PayPal’s prior approval or intervention (see Section 4.2 above).

15.9 The Channel Partner should alert PayPal in the event it notices suspicious or technical issues with on-boarded Subscribers.

15.9.1 Technical Issues should be submitted to PayPal’s Developer Technical Services team at www.paypal.com/dts.

15.9.2 General questions regarding on-boarding should be directed to PayPal’s Platform Application Review team.

15.9.3 PayPal reserves the right to systematically block subscribers without prior consultation with the Channel Partner.

 

16. Terms & Termination.

16.1 Term. This Agreement takes effect on the date that you either: (i) accept the terms of this Agreement or (ii) access and/or use the Developer’s Tools, whichever is sooner.

16.2 Termination. This Agreement shall remain effective until terminated by either party.

16.2.1 Termination by You. You may terminate this Agreement without giving reason by providing PayPal with prior written notice to the address provided in Legal Terms section of this Agreement. Any other termination method will be void and will not result in termination of your obligations under this Agreement. Your termination will be effective upon PayPal’s receipt of notice.

16.2.2 Termination by PayPal. We may terminate this Agreement immediately on notice to you, for any of the following reasons:

(a) You (or an Application from which you make an API Call) violate one or more or the provisions outlined in Sections 4 through 8 and Section 10, inclusive, of this Agreement, the PayPal Acceptable Use Policy, or applicable law;

(b) You breach any other term of this Agreement or any other agreement between yourself and PayPal and you fail to cure such breach within 10 calendar days of receiving notice from PayPal, or such other time period specified by PayPal;

(c) You fail to pay PayPal any amounts due under this Agreement or any other agreement you have entered into with PayPal;

(d) You do not provide adequate customer support, or your Application results in a disproportionally high level of enquiries to PayPal customer support;

(e) We close your PayPal Account for any reason specified in the PayPal User Agreement or in any other agreement which you have entered into with PayPal;

(f) We have reason to believe that your Application, including the name of your Application, violates PayPal’s or a third party’s Intellectual Property rights. If you market or otherwise refer to your Application as a clone of another application, PayPal may deem this evidence of infringement;

(g) Your Application poses a legal, regulatory, or financial risk to PayPal in any jurisdiction in which you provide the Your PayPal-enabled Services;

(h) You tamper, hack, modify or otherwise corrupt the security or functionality of the PayPal Services or the Sandbox;

(i) You become insolvent;

(j) You become the subject of any insolvency proceeding, either through your own initiative or because an insolvency proceeding is begun against you and not dismissed within 30 days;

(k) Any significant portion of your assets is attached, seized, or levied on, and the attachment, seizure or levy is not removed within 10 days;

(l) Any significant portion of your assets comes into the possession or control of a receiver, liquidator, trustee or similar administrator; or

(m) You enter into or propose any composition or arrangement with your creditors (or any class of your creditors) concerning your debts.

(n) In the case of termination under Sections 15.2.2 (i) – (m) above, no notice will be required and termination will be automatic if you have contracted with PayPal (Europe) Sàrl & Cie, SCA,

16.2.3 Effect of Termination. Upon termination of this Agreement, (i) all rights and licenses under this Agreement shall immediately terminate; (ii) you must stop offering and providing the Your PayPal-enabled Services; (iii) you must destroy all PayPal Confidential Information and PayPal User Information within 7 calendar days of termination, and upon PayPal’s request provide proof of such destruction within 7 calendar days of PayPal’s request for proof; and (iv) you will remain liable for any amounts due or other liability under this Agreement.

 

17. Miscellaneous.

17.1 Contracting Entity and Notices. “PayPal” or “we” in this agreement refers to the company listed below that corresponds to your domicile, which is the country of your residence (if you are an individual) or the place where you are incorporated (if you are a company, corporation, or other legal entity). PayPal shall be required to treat a notice given by you as valid only if the notice is sent by mail or courier to the address given below that corresponds to your domicile.

Domicile

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 CA Limited,

a Canadian corporation whose address is Brunswick House, 44 Chipman Hill Suite 1000, Saint John NB E2L 2A9

PayPal CA Limited,

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

New Brunswick

New Brunswick, Canada

Australia

PayPal Australia Pty Limited,

(ACN 111 195 389) whose address is L Level 23, 1 York Street, Sydney, NSW

PayPal Australia Pty. Limited, Locked Bag 10, Australia Square PO, Sydney NSW 1215

The State of New South Wales

New South Wales, Australia or where the defendant is located (in PayPal's case, New South Wales and in your case, your home address or principal place of business in Australia

A European Union country, Liechtenstein, Vatican City, Isle of Man, Guernsey, Jersey and San Marino

PayPal (Europe) Sàrl & Cie, SCA, a limited liability partnership registered as number R.C.S. Luxembourg B 118 349 having a registered office at 22-24 Boulevard Royal, L-2449, Luxembourg

PayPal (Europe) S.à.r.l. & Cie, S.C.A.

Attention: Legal Department

22-24 Boulevard Royal L-2449, Luxembourg

English law (excluding data Privacy where it is Luxembourg regarding PayPal’s obligations)

A country in the European Union, Liechtenstein, Vatican City, Isle of Man, Geurnsey, Jersey and San Marino

A country in Asia, South America, Africa or any country not listed elsewhere in this table

PayPal Pte. Ltd, a Singaporean company registered under number 200509725E and with a registered address of 5 Temasek Boulevard, #09-01 Suntec Tower Five, Singapore 038985

PayPal Pte. Ltd,

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)

17.2 Choice of law and jurisdiction. This Agreement shall be subject to the laws of the country listed under “Governing Law” for the country of your domicile in the table in the preceding section. The courts listed for your country of domicile shall have exclusive jurisdiction over all disputes arising in relation to this Agreement, subject to any applicable arbitration requirements.

17.3 Disputes with PayPal. In the event you have a dispute with PayPal, the relevant provisions (including arbitration requirements) of your PayPal User Agreement will govern the dispute.

17.4 Notice.

17.4.1 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 listed in your PayPal Account. To view notices posted on our website, log in to your PayPal Account, go to “My Account”, then “Overview” then click on “Policy Updates.” 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.

17.4.2 Notices to PayPal. Notice to PayPal must be sent by postal mail to the applicable address for notice listed in Section 17.1 above.

17.5 Indemnification / Limitation of Liability / Disclaimers.

17.5.1 Indemnification. You agree to defend, indemnify and hold harmless PayPal, its parent company, officers, directors and employees from any claim, suit, or demand (including legal fees) made or incurred by any third party that is based on or arising out of your: (i) breach of this Agreement, (ii) violation of any law, regulation, or rule; (ii) Application’s infringement of any third party’s intellectual property rights, (iii) use of the Developer’s Tools, (iv) Application or technology; and/or (v) other actions or omissions resulting in Transaction Liability or other liability to PayPal.

17.5.2 Limitations of Liability. IN NO EVENT SHALL WE, THE OTHER COMPANIES IN OUR CORPORATE GROUP, PERSONS WHO ACT ON OUR BEHALF, AND/OR THE PERSONS WE ENTER INTO CONTRACTS WITH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OUR SERVICES, OUR WEBSITES, DEVELOPER’S TOOLS OR OTHER ACTIONS OR OMISSIONS INCLUDING:

(a) ANY LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS; OR

(b) ANY LOSS OR CORRUPTION OF DATA; OR

(c) ANY LOSS OR DAMAGE WHATSOEVER WHICH DOES NOT STEM DIRECTLY FROM OUR BREACH OF THIS AGREEMENT; OR

(d) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LOSS OR DAMAGE WHATSOEVER WHICH IS IN EXCESS OF THAT WHICH WAS CAUSED AS A DIRECT RESULT OF OUR BREACH OF THIS AGREEMENT (WHETHER OR NOT YOU ARE ABLE TO PROVE SUCH LOSS OR DAMAGE); OR

(e) AN AMOUNT EXCEEDING THE AMOUNT OF THE DIRECT DAMAGES DIRECTLY CAUSED BY OUR BREACH OF THIS AGREEMENT, NEGLIGENCE, STRICT LIABIITY OR OTHER LEGAL OR EQUITABLE THEORY.

NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY RESULTING FROM OUR FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FOR DEATH OR PERSONAL INJURY RESULTING FROM EITHER OUR OR OUR SUBCONTRACTOR’S NEGLIGENCE OR TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW.

17.5.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAYPAL DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PAYPAL WEBSITE, SERVICES AND DEVELOPER’S TOOLS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE PAYPAL WEBSITE, SERVICES, AND DEVELOPER’S TOOLS ARE PROVIDED “AS-IS” AND PAYPAL MAKES NO WARRANTY THAT OUR WEBSITE, SERVICES, AND DEVELOPER’S TOOLS 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.

17.5.4 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 to the Developer’s Tools 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 or ability to use the Developer’s Tools in order to counteract security threats or to and protect the operational stability and security of the PayPal system.

17.5.5 Uptime. PayPal does not guarantee any minimum uptime for the PayPal website, Developer’s Tools, and/or PayPal Services.

17.6 Transaction Liability. The PayPal User Agreement determines your Transaction Liability.

17.7 Service Providers. You are responsible for ensuring that any third party that you engage or otherwise allow to exercise your rights or perform your obligations under this Agreement complies with this Agreement. You will be responsible for any breach of this Agreement or violation of applicable law by any such third party, or where that breach or violation is done by someone acting with your authority or by agreement with you. You agree to supervise any third party or person acting on your behalf sufficiently to prevent breaches of this Agreement or violations of law.

17.8 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.

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

17.10 Assignment. You may not transfer or assign 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.

17.11 No Waiver. Our failure to enforce any provision of this Agreement will not be deemed a waiver of our ability to enforce the same provision of the Agreement at a future date.

17.12 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.

17.13 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 PayPal is able to perform.

17.14 Complete Agreement. The PayPal Agreements, including any policies referenced therein set forth the entire understanding between you and PayPal with respect to the access and use of the Developer’s Tools.

17.15 Survival. The following sections shall survive termination of this Agreement: Rules as stated in Sections 4 through 8 and Section 10, inclusive, PayPal User Information, Intellectual Property, Confidentiality, Term and Termination, Miscellaneous Legal Terms, and Definitions.

17.16 Order of Precedence. In the event of a conflict, the terms of the PayPal Agreements (including the Privacy Policy and AUP) will be given precedence over any conflicting terms in any Product Documentation, User Information Requirements or other documentation provided to you, and the terms of this Agreement will be given precedence over any conflicting terms in the User Agreement.

17.17 Framework Contract. For Users contracting with PayPal (Europe) S.à.r.l. & Cie, S.C.A., you acknowledge and agree that the PayPal User Agreement (and not this Agreement) is a “framework contract” for the purposes of the Payment Services Regulations 2009.

17.18 No Third Party Beneficiaries. A person who is not a party to this Agreement does not have any rights under or in connection with it. For Users contracting with PayPal (Europe) S.à.r.l. & Cie, S.C.A., this means that this person is not a party to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

 

18. Definitions.

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.

Application Review” means the process through which PayPal, or a third party designated by PayPal, reviews your Application and any information provided by you to decide whether to approve your Application for Live Access.

Branding Requirements” means PayPal’s then current logo usage and branding requirements provided or made available by PayPal.

Buyer” means someone who purchases goods or services and pays with PayPal or is a Guest User.

Commercial Payment” means Purchase Payment and/or a PayPal Business Payment.

Database” means PayPal’s database containing PayPal User Information that you query through the Developer’s Tools in order to perform Your PayPal-enabled Services.

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, Live Access, 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, x.com, and Github, or any other means.

Disbursement Payment” is the capability that allows the API Caller to send money from the API Caller’s PayPal Account to one or multiple Recipients at the same time. This is sometimes referred to as an implicit payment – the transaction is implicitly approved by the API Caller and therefore no logons are required to complete the transaction. This capability is similar to the Disbursement Payment service on the PayPal website except that (1) you may use any Payment Method in your PayPal Account; and (2) either the Purchase Payment Fee or Personal Payment Fee will apply instead of the Disbursement Payment fee.

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, x.com, and Github.

Express Consent” means affirmative consent by a party, as evidenced by a verifiable action. For example, clicking an “I agree” button following a disclosure that clearly explains the goods or services and the terms and conditions under which they are being provided.

Guest Payment” means a payment made in a hosted PayPal payment flow where Your User funds the payment directly using a credit or debit card number and does not have a PayPal Account.

Guest User” means a Buyer that makes a Guest Payment.

Information Security Requirements” means PayPal’s then current information security requirements provided or made available by PayPal.

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.

Installments” means a billing plan where a customer makes multiple payments for a single purchase.

Live Access” means the live PayPal production environment which includes live access to the PayPal Services and Databases.

Marks” means the trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a party or its products and services.

Payment Order” means the instruction given to PayPal to perform a payment and, in the case of customers signing up through PayPal (Europe) S.à.r.l. & Cie, S.C.A., as defined in the Payment Services Directive.

PayPal”, “we,” “us”, and “our” means the contracting entity based on the country of your registered PayPal Account in the Legal Terms section of this Agreement.

PayPal Account” means a PayPal personal, premier or business account.

PayPal Button” means a logo or other graphical representation of PayPal, for the purpose of communicating that PayPal is accepted for payments or available for other services.

PayPal Prohibited User Information” is defined in Section 10.1.2.

PayPal User” 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

PayPal User Information” means any information related to a PayPal User or their PayPal Account that you receive directly or indirectly from: (i) a PayPal User in connection with your provision or operation of Your PayPal-enabled Services; or (ii) from PayPal through an API Call or by any other means.

Personal Payment Fee” means the fee that PayPal charges either the Sender or Recipient of a Personal Payment as noted in the PayPal User Agreement.

Preapproval” means the advance authorization provided for the Preapproved Payment.

Prior Approval” means an agreement signed by both you and PayPal specifically permitting a specified activity. This approval may not be granted in an email.

Purchase Payment Fee” means the fee PayPal charges to the Recipient of a Purchase Payment as noted in the PayPal User Agreement.

Recipient” means someone who receives a payment into his or her PayPal Account.

Sandbox” means the PayPal test environment and any related products and services available through http://api.sandbox.paypal.com and https://www.sandbox.paypal.com.

SDK” means each of PayPal’s downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.

Sender” means someone who sends a payment from his or her PayPal Account or, if a Guest User, makes a payment using the debit or credit card.

Split Payment Chained” is the capability that allows the API Caller to facilitate payments from a Buyer/Sender to a primary Seller/Recipient, and then transfer all or a portion of the payment from the primary Seller/Recipient to a secondary Recipient. The transfer between the primary Recipient and the secondary Recipient in a balance funded transfer.

Split Payment Parallel” is the capability that allows the API Caller to facilitate payments from a single Buyer/Sender to multiple Sellers/Recipients in one transaction.

Split Payment Chained and Parallel” is the capability that allows the API Caller to facilitate payments from a single Buyer/Sender to a primary Seller/Recipient and then all or a portion of the payment may be transferred from the primary Seller/Recipient to multiple secondary recipients. This capability only supports a chained and then parallel payment. The transfer between the primary Recipient and the secondary Recipient is a balance funded transfer.

Split Payment Chained Delayed” has the same capability as the Chained Payment, but allows for the Primary Receiver to hold the transfer of funds to the secondary Receiver for a period of time (up to 90 days). Split Payment Chained Delayed is also referred to as Delayed Chained Payment.

Transaction Liability” means all liability related to receiving a payment, including reversals, chargebacks, unauthorized transactions, fraud, claims, fees, fines, penalties and other liability incurred by PayPal, a PayPal User, or a third party.

Your PayPal-enabled Services” means the products or services that you offer and provide to Your Users using the Developer’s Tools, PayPal Services, or any PayPal User Information. Your PayPal-enabled Services must be provided in accordance with the terms and conditions of this Agreement, and only upon receipt of the PayPal User’s Express Consent.

Your User Information” means any customer information that you collect directly from Your Users without the use of the Developer’s Tools or other PayPal Services, and for purposes other than providing the Your PayPal-enabled Services.

Your Users” mean customers that have entered into a relationship with you to purchase goods or services, or end-users of your Application, product, services or other offering. Your Users that have a PayPal Account are also PayPal Users.