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Effective Date: November 7, 2024.
This Braintree Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between PayPal, Inc., a Delaware corporation whose address is 2211 North First Street, San Jose, CA 95131 (“Braintree,” “PayPal,” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant” or “you”). This Agreement sets out the terms and conditions under which you may utilize the Braintree Payment Services.
This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”):
Create an account on the Braintree website; Accept this Agreement online; or begin using the Braintree Payment Services. This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the Braintree website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Policy and Acceptable Use Policy, as well as your Commercial Entity Agreement(s) (if applicable), which are incorporated herein by this reference.
Please be advised that this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and PayPal have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
(a) “Payment Processing Services” means the payment processing services offered by PayPal which provide merchants with the ability to accept credit cards, debit cards, and other payment methods on a website or mobile application. These services include Gateway Services, Merchant Account, Fraud Maintenance Tools (each as defined in this Agreement), recurring billing functionality, payment card storage, foreign currency acceptance, white glove customer support, and other software, APIs and services and technology as described on the Braintree website. You acknowledge and agree that PayPal will determine where to route your Transactions for processing from among the available Networks.
(b) “Gateway Services” means the gateway services offered by PayPal which provide Merchants with the software and connectivity required to allow real-time secure data transmission for processing of credit card, debit card and certain other available payment method payments on a website or mobile application. The Gateway Services include those additional products and services provided by PayPal, including but not limited to the Forwarding Services, Grant Services and ACH Services, and Fastlane by PayPal (“PayPal Products and Services”), which are provided subject to the additional PayPal Products and Services as set forth on the Braintree website which are incorporated into this Agreement by reference. In addition, the Gateway Services include certain payment technology services provided by third parties that are used to facilitate your processing of credit and debit card payments (“Payment Technology Services”). In order to use these services, you agree to the applicable Payment Technology Services terms as set forth on the Braintree website which are incorporated into this Agreement by reference. You acknowledge and agree that the Payment Technology Services are provided solely by the relevant third party (and not PayPal) as set forth in the applicable Payment Technology Services terms, and that PayPal will under no circumstances be responsible or liable for any damages, losses or costs whatsoever suffered or incurred by you resulting from any Payment Technology Services.
(c) “Fraud Maintenance Tools” means the optional fraudulent transaction management tools made available as part of the Braintree Payment Services that, if enabled by you or PayPal on your behalf, allow you to access fraudulent transaction management features to help detect fraudulent transactions based on the settings you may adopt, as described in more detail on the Braintree website (“Fraud Maintenance Tools”).
(d) “Chargeback Tools” means (1) Dispute Contestation Decision Automation (defined in Section 6.01 below), and (2) the Chargeback Protection Tool (defined in Section 7.02 below).
If you elect to enable and use or disable the Fraud Maintenance or Chargeback Tools, you are responsible for determining which tools to use and, if applicable, for setting or modifying your own filter rules, which instruct us which Transactions to accept and decline on your behalf. If you set these filter rules too restrictively, you might lose sales volume. It is your responsibility to monitor your filter rules and settings on an ongoing basis. We may suggest filters and settings for the Fraud Maintenance or Chargeback Tools that may be appropriate for your business, based on factors such as your business profile and transaction history, however it is your responsibility to evaluate the usefulness and risk of any information, product or service. It is your sole responsibility to provide any necessary notices and disclosures, and obtain any required consents, on the use of the Fraud Maintenance and Chargeback Tools to your Customers on your website or mobile application. You shall use the Fraud Maintenance and Chargeback Tools in accordance with the applicable guides and other documentation made available by us, and you shall not use or permit others to use information obtained through the use of the Fraud Maintenance and Chargeback Tools for any purpose other than in conjunction with the Payment Processing Services and in a manner described in the applicable documentation for the Fraud Maintenance Tools. You acknowledge and agree that, subject to Section 7.03, PayPal does not represent or warrant that the Fraud Maintenance and Chargeback Tools are error free or that they will identify all fraudulent transaction activity, or accurately identify chargebacks that should be disputed. PayPal reserves the right, in its sole discretion, to cancel or suspend use of the Fraud Maintenance and Chargeback Tools for any reason upon reasonable notice to you. In addition, PayPal shall not be liable whether a Transaction or Chargeback is accepted or rejected. You are responsible for your optional use of the Fraud Maintenance or Chargeback Tools, including any filters or settings you enable.
If your Braintree Payment Services card payments activity reaches certain thresholds or involves certain business segments or activities as determined by Visa and Mastercard, you are required by the Networks to agree to an agreement with each Acquirer that processes your Visa or Mastercard card payments (“Commercial Entity Agreement”) to allow you to accept such payments. If you reach the relevant threshold or your card payments involve the relevant business segments or activities for either Network, the Commercial Entity Agreement for your Acquirer(s) will apply to any Visa or Mastercard payment processed through the Braintree Payment Service and will form part of this Agreement. Check the Visa and Mastercard Rules for their most recent thresholds and requirements.
You acknowledge that PayPal will route Transactions, as appropriate, to the Acquirer(s) for processing. The Commercial Entity Agreement associated with the Acquirer(s) will govern the Transactions processed by the respective Acquirer(s), including, but not limited to, any Chargebacks, error resolution procedures, and other aspects of the Braintree Payment Services.
In exchange for us providing you with the Braintree Payment Services, you agree to pay us the fees, including applicable Transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at https://www.braintreepayments.com/braintree-pricing, and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect. Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within thirty (30) calendar days after resolution of the dispute.
Subject to the terms of this Agreement, PayPal will remit, or will instruct Acquirer to remit, to your Bank Account or to a Hyperwallet Settlement Account (if available to you), as duly nominated by you, all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds, setoffs, recoupments or other amounts that you owe to PayPal under this Agreement. You authorize us (any related notice and demand are hereby expressly waived) to set-off, recoup and to appropriate and to apply any and all balances or funds or other amounts we may owe you against and on account of your obligations, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. If the Payout is not sufficient to cover the amounts due, without limiting our other rights and remedies (all of which are cumulative), you agree that we may debit your Bank Account for the applicable amounts, and/or recoup or set-off the applicable amounts against future Payouts. Upon PayPal’s request, you agree to provide PayPal with all necessary bank account routing and related information and grant PayPal permission to debit amounts due from your Bank Account (“Debit Authorization”). In the event Merchant does not grant PayPal Debit Authorization, Merchant shall pay PayPal an additional sum equal to 5% of the amount intending to be debited, but not to exceed one-thousand ($1,000) dollars, for each failed debit attempt. The parties agree that the damages that would be incurred by PayPal as a result of your failure to grant PayPal Debit Authorization are difficult to calculate, and the fee described above is intended as a reasonable approximation of such damages and not as a penalty.
You represent and warrant to PayPal that each Transaction that you process using the Braintree Payment Services is solely in payment for your provision of bona fide goods or services (including charitable services), other than money transmission services, to your Customers. To the extent any Transaction funds are received by PayPal from your Customers, you hereby designate PayPal, and PayPal hereby agrees to serve, as your limited agent for the sole purpose of receiving and processing such payments on your behalf. You agree that upon PayPal receiving payment on your behalf: (a) you shall be deemed to have received payment from your Customer; (b) your Customer’s obligation to you in connection with such payment shall be satisfied in full; (c) any claim you have for such payment against your Customer shall be extinguished and (d) you are obligated to deliver the applicable goods or services to your Customer, in each case regardless of whether or when PayPal remits such payment to you.
Further, you represent and warrant to PayPal that for each Transaction that you process using the Braintree Payment Services, promptly upon payment by your Customer, you will provide a dated receipt which shall constitute a record of your acceptance of the Customer’s payment and the satisfaction of the Customer’s obligation to you in the amount stated on the receipt. You agree that the receipts will satisfy all applicable regulatory and Network Rules requirements, and that upon PayPal’s request, you will provide to PayPal copies of any such previously issued receipts. You further agree that you will hold out PayPal to your Customers as your agent for purposes of accepting payments on your behalf, including in response to any Customer inquiry as to PayPal’s role with respect to a Transaction or other reference to PayPal in connection with a Transaction. You agree that the transaction reports provided by PayPal to you constitute a receipt evidencing your Transactions.
This Section 2.02 states the entirety of PayPal’s duties as your agent for receipt of payment, and no other duties shall be implied by PayPal’s undertaking to act in that capacity. This section does not limit in any way PayPal’s rights against you or any funds held by PayPal, including any right of set-off or security interest in such funds.
Merchant shall pay, indemnify, and hold PayPal harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on PayPal’s income, and (ii) all government permit fees, customs fees and similar fees which PayPal may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to PayPal hereunder.
With respect to your Merchant Account activity accessible through the Braintree Payment Services, Merchant may report to PayPal any discrepancy relating to Transactions, Payouts, fees and amounts owed by Merchant under this Agreement. Merchant shall notify PayPal in writing of any such discrepancy within ninety (90) days of the date the data is made available to Merchant through the Braintree Payment Services. Following the expiration of this period, Merchant’s account activity shall be deemed as accepted and agreed by Merchant and PayPal shall have no obligation to correct any errors or discrepancies identified after such period.
In connection with your use of the Braintree Payment Services, you must comply with the Braintree Acceptable Use Policy: https://www.braintreepayments.com/legal/acceptable-use-policy.
You agree that you will not:
(a) Breach this Agreement, a Commercial Entity Agreement (if applicable), or any other agreement that you have entered into with us in connection with the Braintree Payment Services;
(b) Violate any federal, state, or local laws, rules, or regulations applicable to your business;
(c) Violate any rule, guideline, or bylaw of any of the Networks (the “Network Rules”), as they may be amended by the Networks from time to time. Some of the Network Rules are available for Visa, Mastercard, American Express, and Discover.
(d) Fail to provide us with any information that we reasonably request, in connection with this Agreement or your use of the Braintree Payment Services, about you or your business activities, including updated business records or financial statements, or provide us with false, inaccurate or misleading information;
(e) Refuse to cooperate in a legal investigation or audit that may be required by the Networks in connection with this Agreement or your use of the Braintree Payment Services;
(f) Integrate or use any of the Braintree Payment Services without complying with our requirements;
(g) Utilize recurring billing or card on file functionality without properly complying with Network Rules, applicable law (including but not limited to the Electronic Funds Transfer Act (Reg E)), including obtaining your Customer’s consent to be billed in such a manner, obtaining your Customer’s consent to store their card on file for future or recurring Transactions and making available a mechanism for your Customer to delete their card on file;
(h) Submit any Transaction for processing through the Braintree Payment Services which does not represent a bona fide, permissible Transaction as outlined in this Agreement and in the Network Rules, or which inaccurately describes the product or services being sold or the charitable donations being made;
(i) Process Transactions or receive payments on behalf of any other party, or redirect payments to any other party;
(j) Display with unequal size or prominence, show preference for, or discriminate against one card brand or type over another, including your refund policies for purchases; or
(k) Bill or collect from any cardholder for any purchase or payment on the card unless you have the right to do so under the Network Rules.
Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its obligations under any agreement to which Merchant is a party.
Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries/regions in which Merchant’s business operates.
(a) American Express may use the information obtained in your application at the time of setup to screen and/or monitor you in connection with card marketing and administrative purposes.
(b) You may be converted from this Agreement to a direct card acceptance agreement with American Express if you reach certain monthly sales volumes. Upon conversion, (i) you will be bound by American Express' then-current Card Acceptance Agreement; and (ii) American Express will set your pricing and other fees for American Express Card acceptance.
(c) By accepting these terms, you agree to receive commercial marketing communications from American Express. You may opt out by filling out and submitting this Help Form. If you opt out of commercial marketing communications, you will still receive important transactional or relationship messages from American Express.
(d) American Express shall be a third party beneficiary of this Agreement for purposes of American Express Card acceptance. As a third party beneficiary, American Express shall have the right to enforce directly against you the terms of this Agreement as related to American Express Card acceptance. You acknowledge and agree that American Express shall have no responsibility of liability with regard to PayPal’s obligations to you under this Agreement.
(e) American Express may conduct an audit of you at any time, for the purpose of determining compliance with the American Express Network Rules.
(f) You authorize PayPal to submit Transactions to, and receive settlement from, American Express, and to disclose transaction and merchant information to American Express to perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes and important transactional or relationship communications.
(g) Merchant may terminate its acceptance of American Express at any time upon notice.
You are liable for all claims, expenses, fines and liability PayPal incurs arising out of:
(a) a Chargeback, Refund, over-payment, payment error, or other invalid payment (collectively “Invalidated Payment”);
(b) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and
(c) any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the Braintree Payment Services.
In the event of an Invalidated Payment or other liability, in addition to our other rights and remedies (all of which are cumulative), we may (or we may instruct Acquirer to) deduct, setoff or recoup the amounts due to PayPal from your Payouts.
Without limiting PayPal’s other rights under the Agreement, when Merchant’s rate of Chargebacks exceed 90 basis point (0.9%) and 100 Transactions in one month (“Excessive Chargebacks”), Merchant agrees to pay PayPal the “Chargeback Maintenance Fee” corresponding with Merchant’s Total Payment Volume as described in the table below every six months of consecutive Excessive Chargebacks. The parties acknowledge and agree that the Chargeback Maintenance Fee is commensurate to PayPal's additional financial risk exposure to continue providing Merchant the Payment Processing Services hereunder. The Chargeback Maintenance Fee shall only apply to you if you (a) meet the foregoing criteria and (b) applied for Braintree Payment Processing Services after November 15, 2019.
| Total Payment Volume | Chargeback Maintenance Fee |
|---|---|
| $0 - $5,000,000.00 | $2,000.00 |
| $5,000,000.01 - $ 50,000,000.00 | $20,000.00 |
| $50,000,000.01 and above | $200,000.00 |
In addition to the above, if you have a past due amount owed to us or any of our affiliates under any other agreement, PayPal may (or PayPal may instruct Acquirer to) deduct the amounts owed from your Payouts. This includes amounts owed by your use of our various products and services which may include PayPal, Venmo and Hyperwallet.
You authorize PayPal, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize PayPal to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a PayPal customer, you are providing PayPal with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports.
In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, PayPal reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Braintree Payment Services, and refuse or rescind any payment by your customers.
If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your Gateway Services and/or Merchant Account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Braintree Payment Services, refusing to process any Transaction, reversing a Transaction, withholding (or instructing Acquirer to withhold) your Payouts, and contacting your customers to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.
PayPal, in its sole discretion, may (or may instruct Acquirer to) place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business, your Merchant Account, your PayPal account or your Transactions. If we place a Reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that PayPal determines in its sole discretion. PayPal may change the terms of the Reserve at any time by providing you with notice of the new terms.
PayPal may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
As security for the payment and performance of all of your now existing or hereinafter arising or incurred obligations under this Agreement or any other obligation to PayPal, you grant to PayPal a lien on, and security interest in and to, all your now existing or hereafter arising right, title and/or interest in, to or under this Agreement, the Reserve, all funds held in Reserve, all Reserves at any time established in accordance with this Agreement, and all proceeds of any of the foregoing. Merchant agrees to duly execute and deliver to PayPal such instruments and documents as may be required to perfect and otherwise give effect to the lien and security interest granted to PayPal under this Agreement.
In the event PayPal, in its sole discretion, believes there is a high level of risk associated with your business, your Merchant Account, your PayPal account or your Transactions, you shall duly cause to be delivered to PayPal a standby, unconditional, irrevocable letter of credit (the “Letter of Credit”) in the amount required by PayPal (the "Letter of Credit Amount"), with PayPal, Inc. as beneficiary, by an acceptable bank and in a form and content satisfactory to PayPal in its sole discretion and within five (5) business days of PayPal's request. If at any time after delivery of the Letter of Credit PayPal determines that the Letter of Credit Amount does not cover PayPal’s potential risk related to processing your Transactions hereunder or any other contract entered into by you and PayPal, then you agree to cause the Letter of Credit to be amended or to secure an additional Letter of Credit, within five (5) business days from our written request, in an amount to cover such exposure.
Merchant shall cause the Letter of Credit to be continuously maintained in effect until PayPal consents otherwise and shall furnish PayPal with a new or extended Letter of Credit at least sixty (60) days prior to the expiration of a Letter of Credit and ensure there is no gap in coverage. It shall be a default under this Agreement if a new or extended Letter of Credit is not provided. PayPal shall be entitled to draw the full amount of the Letter of Credit in such event.
PayPal may at any time make one or more draws from the Letter of Credit (without notice to you) up to the amount owed to PayPal hereunder or under any other contract between PayPal, its affiliates and you. PayPal may, but shall not be required to, apply or offset such proceeds of the Letter of Credit to cure such amounts owed to PayPal by Merchant. All fees and/or costs, including without limitation attorneys' fees and costs, incurred related to the Letter of Credit shall be paid solely by Merchant. Merchant authorizes PayPal, at its election, to charge Merchant's account(s) with PayPal for all such fees and costs.
In addition to all of PayPal’s other rights and remedies under this Agreement or applicable law, PayPal shall have the right to immediately terminate this Agreement in the event Merchant fails (i) to furnish PayPal with a Letter of Credit within the timeframes stated in this Section; or (ii) to maintain the Letter of Credit as provided herein. In addition, the delivery of the Letter of Credit shall not act as a cure or waiver of any now existing or hereafter arising breaches or defaults under the Agreement.
You agree to:
(a) Not allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, PayPal will not be liable to you for losses or damages caused by such sharing;
(b) Keep your personal details up to date. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us; and
(c) Take all reasonable steps to protect the security of the personal electronic device through which you access the Braintree Payment Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access the Braintree Payment Services and not sharing your device with other people).
Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard ("Network PCI DSS Requirements”) and any applicable Network data security requirements (including those made available by Visa, MasterCard, American Express, Discover and for Star, Nyce, Pulse, and Accel upon request, each as updated from time to time) with regards to Merchant’s use, access, and storage of certain credit card non-public personal information. In order to verify your compliance with Network PCI DSS Requirements, you must complete and demonstrate certification pursuant to the requirements that we notify to you. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Customer Data breach or incident to PayPal and/or the Networks immediately after discovery of the incident. You also agree to ensure data quality and that any Customer Data is processed promptly, accurately and completely, and complies with the Networks’ technical specifications.
PayPal agrees to comply with the applicable Payment Card Industry Data Security Standard ("PCI DSS"). PayPal acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the Merchant, or to the extent that PayPal could impact the security of the cardholder data environment.
The data protection terms applicable to this Agreement are set out in the PayPal Data Protection Addendum found here and are hereby incorporated by reference into this Agreement; provided that such PayPal Data Protection Addendum shall not apply to PayPal’s Venmo Service or to the Fastlane by PayPal service, which are subject to the data protection principles set forth in the Venmo Service Terms and the Fastlane by PayPal Terms, respectively, available at braintreepayments.com. The terms of the PayPal Data Protection Addendum shall prevail over any conflicting terms in this Agreement relating to data protection and privacy.
Merchant represents, covenants, and warrants that it will provide and/or obtain necessary disclosures and consents, as applicable, in connection with any personal data provided by Merchant to PayPal.
PayPal grants you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use PayPal’s APIs, developer’s toolkit, and other software in accordance with the accompanying documentation made available by PayPal for purposes of using the Braintree Payment Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Braintree Payment Services. If you do not comply with the documentation and any other requirements provided by PayPal, then you will be liable for all resulting damages suffered by you, PayPal and third parties. Unless otherwise provided by applicable law, 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. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.
PayPal grants you a revocable, non-exclusive, non-transferable license to use PayPal’s trademarks used to identify the Braintree Payment Service (the “Trademarks”) solely in conjunction with the use of the Braintree Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to PayPal (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks, including the logos and trademarks of the Networks.
Other than the express licenses granted by this Agreement, PayPal grants no right or license by implication, estoppel or otherwise to the Braintree Payment Service or any Intellectual Property Rights of PayPal. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of PayPal, in the Braintree Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.
Merchant hereby grants PayPal permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Braintree’s website, in customer listings, in interviews and in press releases.
The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Braintree Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
Upon any termination or expiry of this Agreement, PayPal agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including Personal Data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide PayPal with all requested information including proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements and is level 1 PCI compliant. PayPal agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides PayPal with proof that the Data Recipient is in compliance with the Network PCI-DSS Requirements (Level 1 PCI compliant) by providing PayPal a certificate or report on compliance with the Network PCI-DSS Requirements from a qualified provider and any other information reasonably requested by PayPal; (b) the transfer of such Card Information is compliant with the latest version of the Network PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Network Rules, and any applicable laws, rules or regulations (including data protection laws).
Any personal data shared by PayPal with you in connection with Chargehound LLC’s dispute automation services (and not otherwise generated, collected, or obtained by you by virtue of your Customer’s relationship with you without regard to the use of such dispute automation services), shall be used by you solely for the provision of the Chargehound LLC’s dispute automation services and for no other purpose unless you have obtained the prior express consent of your Customer.
Braintree may make available an optional service that, if enabled by you or by PayPal on your behalf, provides you with scores related to certain disputes or the ability automatically contest certain disputes using Chargehound LLC’s dispute automation services (“Dispute Contestation Decision Automation Service”).
To be eligible for the Chargeback Protection Tool, you must, at all times, (1) maintain a Merchant Account in good standing, (2) be approved by PayPal for such Chargeback Protection Tool, (3) comply with any integration and onboarding requirements for Braintree Payment Processing Services and Chargeback Protection Tool, and (4) provide additional data as required by PayPal. PayPal reserves the right to change the integration and onboarding requirements applicable to the Chargeback Protection Tool. Your application for Chargeback Protection Tool will be assessed by PayPal, and PayPal may accept or reject applications at our sole discretion. You are not permitted to enable Chargeback Protection Tool or Fraud Protection or Fraud Protection Advanced at the same time on a single merchant ID (“MID”). Upon enrolling in Chargeback Protection Tool, your use and access to Fraud Protection or Fraud Protection Advanced will be terminated.
PayPal will assess credit and debit card transaction for risk and approve or decline such transactions on behalf of the merchant, as a function of the Chargeback Protection Tools. It is your sole responsibility to provide any necessary notices and disclosures, and obtain any required consents, on the use of the Chargeback Protection Tool to your Customers on your website or mobile application. You acknowledge and agree that PayPal does not represent or warrant that its risk assessment is error free or that it will identify all fraudulent transaction activity.
If you are approved and enroll in the Chargeback Protection Tool, in the event of an Eligible Transaction (as defined below), PayPal will waive its right pursuant to this Agreement to recover the amount of the chargeback transaction amount, and PayPal will not charge a chargeback fee or a chargeback maintenance fee for that transaction, as long as you provide any requested information within the required timeframes, as described below. This means that, for Eligible Transactions where all required documentation was provided, you (1) will keep the transaction amount, (2) will not pay a Chargeback Fee for such transaction, and (3) will not be charged a Chargeback Maintenance Fee related to such transaction. Note, however, that third parties, such as financial institutions, banks, and card networks, may assess additional fees related to chargebacks, which cannot be waived by PayPal and will be passed through to you at cost.
“Chargeback Protection Tool(s)” are provided with two options - “Chargeback Protection” and “Effortless Chargeback Protection”:
(a) “Chargeback Protection Tool”: you are required to provide proof of shipment or proof of delivery for goods or services for Eligible Transactions in order to retain the transaction amount and avoid paying any Chargeback Fee or Chargeback Maintenance Fee for such transaction. You must provide proof of delivery or proof of shipment shall be provided to PayPal within two days of receipt of the Chargeback claim (or such time period as otherwise specified by PayPal) in the manner specified by PayPal.
(b) “Effortless Chargeback Protection Tool”: for Eligible Transactions, as determined by PayPal, you are not required to provide proof of shipment or proof of delivery for goods or services in order to retain the Transaction amount and avoid paying any Chargeback Fee and Chargeback Maintenance Fee for such Transactions. However, if the Chargeback involves Transactions where the product was not received by the buyer, you are required to provide proof of shipment or proof of delivery for goods or services in order to retain the Transaction amount and avoid paying any Chargeback Fee and Chargeback Maintenance Fee for such Transaction. You must provide proof of delivery or proof of shipment shall be provided to PayPal within two days of receipt of the chargeback claim (or such time period as otherwise specified by PayPal) in the manner specified by PayPal.
The Chargeback Protection Tools only apply to transactions that meet all of the criteria set forth below (“Eligible Transactions”):
(a) the credit or debit card transaction was processed via the Braintree Payment Processing Services;
(b) the credit or debit card transaction was payment for goods and services that are not (1) excluded under the terms of the Agreement, including but not limited to the Braintree Acceptable Use Policy, or (2) is not an “Ineligible Transaction(s)” (as defined below); and
(c) the Chargeback claim is either a Chargeback claim for fraud (a “Fraud Chargeback”), or a Chargeback claim that the product or service was not received (“Product Not Received”).
The Chargeback Protection Tools do not apply to Chargeback claims, items or transactions that are ineligible for PayPal’s Seller Protection program (“Ineligible Transactions”). The list of the ineligible items or transactions for PayPal’s Seller Protection program are adopted and incorporated by reference, and can be found here. Chargeback Protection tools also do not apply to transactions (1) processed through Other Payment Technology Services, such as Google Pay and Apple Pay; or (2) where a merchant uses a processor connection other than the Acquirer(s) or PayPal Millennium.
The proof of delivery and proof of shipment requirements of PayPal’s Seller Protection program apply to the Chargeback Protection Tools and are adopted and incorporated by reference. The proof of delivery and proof of shipment requirements can be found here.
Fees for the Chargeback Protection Tools will vary depending on the Chargeback Protection Tool option you select. If you choose to and are approved to change the Chargeback Protection Tool option you select, the change will take effect the next calendar day and will apply to Eligible Transactions received for transactions that occur on that next calendar day after you change the Chargeback Protection Tool option.
For example, if you change your selection from the “Effortless Chargeback Protection Tool” option to the “Chargeback Protection Tool” option on September 1, but a Fraud Chargeback or Product Not Received Chargeback is filed in relation to a transaction that occurred on August 1, the “Effortless Chargeback Protection Tool” fee for such transaction applies, but you will not be required to provide proof of shipment or delivery for a Fraud Chargeback transaction. For any Fraud Chargebacks or Product Not Received Chargeback(s) filed on Eligible Transactions that occur or after September 1, you will pay the “Chargeback Protection Tool” fee, but you will be required to provide proof of shipment or delivery in accordance with the “Chargeback Protection Tool” requirements.
If you have provided us with incorrect information (for example, with respect to your business type) during the application process for Chargeback Protection Tool or during sign up for a PayPal account, PayPal is entitled to recover all our Chargeback losses from you (including for past transactions prior to us discovering that the information provided was incorrect). PayPal is also entitled to recover all our Chargeback losses from you if you violate the Braintree Payment Services Agreement (for example, if you engage in a Restricted Activity), the Braintree Acceptable Use Policy or this Agreement.
PayPal reserves the right, in its sole discretion, to cancel or suspend use of a Chargeback Protection Tool for any reason at any time upon reasonable notice to you or immediately if reasonable notice is impracticable in order to (1) maintain the security of PayPal’s systems, (2) mitigate risk to PayPal or its customers, and/or (3) your Merchant Account is no longer in good standing.
Merchant agrees to indemnify, defend, and hold harmless PayPal, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with PayPal or its suppliers in relation to your use of the Braintree Payment Services; (ii) your use of the Braintree Payment Services; (iii) your acts or omissions; and/or (iv) your violation of any applicable law, regulation, or Network Rules and requirements.
PAYPAL SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BRAINTREE PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PAYPAL’S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY MERCHANT TO PAYPAL UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
THE BRAINTREE PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. PAYPAL DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PAYPAL OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PAYPAL’S OBLIGATIONS.
The parties acknowledge that the Braintree Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, PayPal does not guarantee continuous or uninterrupted access to the Braintree Payment Services. Merchant further acknowledges that access to the Braintree website or to the Braintree Payment Services may be restricted for maintenance. PayPal will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, PayPal will not be liable for any interruption, outage, or failure to provide the Braintree Payment Services.
If it becomes necessary for PayPal to use legal counsel to enforce or prevent a breach of this Agreement or your obligations, whether or not suit is filed, you will immediately reimburse us for reasonably incurred attorney fees and other costs and expenses. You will also immediately reimburse us for all reasonable attorney's fees and costs incurred in connection with the representation of PayPal in any bankruptcy, insolvency, reorganization, or other debtor-relief or similar proceeding of or relating to (a) Merchant, (b) any person liable (by way of guaranty, assumption, endorsement, or otherwise) on any of the obligations under this Agreement, (c) this Agreement, or (d) any property that secures any of your obligations under this Agreement.
The term of this Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein. Notwithstanding any other provisions in this Agreement:
(a) you may terminate this Agreement by providing PayPal with one (1) day advance notice.
(b) PayPal may terminate this Agreement at any time by providing you with thirty (30) days advance notice or in the event your Merchant Account becomes dormant as provided under this Agreement. This will not affect PayPal’s right to suspend our services according to Section 5.01 or any other provision of this Agreement.
(c) PayPal may immediately terminate this Agreement or suspend services to you without advance notice if any of the following occurs: (1) we are required by the Networks, the Acquirer, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Braintree Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in PayPal’s sole discretion. In the event that PayPal must terminate this Agreement immediately, PayPal shall provide you with written notice after the termination, and as soon as reasonably practicable.
After termination by either party as described above, Merchant shall cease all use of the Braintree Payment Services and may no longer have access to or use of PayPal’s websites, software, systems (including any networks and servers used to provide any of the PayPal services) operated by PayPal or by any third party on our behalf. Any termination of this Agreement does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.
If there is no processing activity through your Merchant Account(s) for a period of twelve (12) months or longer, PayPal may close such inactive Merchant Account(s) and terminate the Gateway Services or the Agreement upon written notice. If required by applicable law, PayPal will escheat (send) any outstanding funds to your state of residency. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator. You will remain liable for all outstanding obligations under this Agreement related to your Merchant Account(s) prior to closure.
Except as provided in Section 2.02 of this Agreement, the relationship of PayPal and Merchant is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of PayPal, nor do they have any authority to bind PayPal by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign this Agreement without the written consent of PayPal. PayPal may assign this Agreement in its sole discretion without the written consent of Merchant.
PayPal may revise this Agreement and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes. For business accounts, notice will include posting information about the changes on our Policy Updates page or providing information about the changes by other written means (which may include email). If you accepted this Agreement prior to us providing notice of the changes on the Policy Updates page or by other written means, then such notice will be provided at least 5 days before the applicable effective date. By continuing to use the services after any changes to this Agreement or any of the other applicable terms, agreements, or policies, you agree to abide and be bound by those changes.
This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.09 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination, Data Portability), 9 (General Provisions), Exhibit “A” (Definitions) and the PayPal Data Protection Addendum, as well as any other terms which by their nature should survive, will survive the termination of this Agreement.
You consent to receive autodialed or prerecorded calls and text messages from PayPal at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your Merchant Account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your Merchant Account or enforce the Agreement. Standard telephone minute and text charges may apply.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
PayPal may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with PayPal or its agents for quality control and training purposes or for its own protection.
If you have a question or complaint relating to the Braintree Payment Services or your Transactions, please contact the Braintree customer support as defined in the “Contact” tab of the Braintree website. The general terms and conditions for the Braintree Payment Services will be available at all times on www.braintreepayments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.
(a) Contracting Entity. “PayPal,” “Braintree,” “we,” and “our” in this Agreement refer to PayPal, Inc., a Delaware corporation in the United States whose address is 2211 North First Street, San Jose, CA 95131.
(b) Notice to Merchant. Merchant agrees that PayPal may provide notices and disclosures to Merchant by posting them on Braintree’s website, emailing them to Merchant, or sending them to Merchant through postal mail. Notices sent to Merchant by postal mail are considered received by Merchant within three (3) Business Days of the date PayPal sends the notice unless it is returned to PayPal. Disclosures and notices posted on Braintree’s website or emailed shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Furthermore, you understand and agree that if PayPal sends you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, PayPal will be deemed to have provided the communication to you. In addition, PayPal may send Merchant emails, including, but not limited to, those relating to product updates, new features and offers and Merchant hereby consents to such email notification. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.
(c) Notices to PayPal. Notice to PayPal shall be considered valid only if sent by postal mail to PayPal, Inc., Attention: Legal Department, 2211 North First Street, San Jose, California 95131.
(d) Choice of law and jurisdiction. The laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND PAYPAL HAVE AGAINST EACH OTHER ARE RESOLVED.
You and PayPal agree that any and all disputes or claims that have arisen or may arise between you and PayPal shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this provision.
THE PARTIES ALSO AGREE THAT YOU AND PAYPAL MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PAYPAL AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR(S) MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PAYPAL MERCHANTS.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. All issues are for the arbitrator to decide, except that issues relating to arbitrability, or the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide. If a court decides that any part of this Section 10.10 is invalid or unenforceable, the other parts of this Section 10.10 shall still apply.
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or PayPal may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and PayPal subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or PayPal may attend by telephone, unless required otherwise by the arbitrator(s).
The arbitrator(s) will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different merchants, but is/are bound by rulings in prior arbitrations involving the same merchant to the extent required by applicable law. The arbitration award shall be final and binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
