Commercial Entity Agreements

Last updated on May 28, 2024

If you are a seller, and the card payments you receive using the PayPal services meet certain criteria, you are required under the card network rules to agree to a Commercial Entity Agreement with each card network member bank that processes such card payments. Such criteria are described in the PayPal User Agreement and/or other PayPal services agreements applicable to such PayPal services that you use. The applicable Commercial Entity Agreement(s) (as updated from time to time) apply to any such card payments processed through the relevant member bank(s). You may click on each hyperlink below to view the Commercial Agreement for each such member bank.

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Commercial Entity Agreement with JP Morgan Chase
Commercial Entity Agreement with Wells Fargo
Commercial Entity Agreement with WorldPay
Commercial Entity Agreement with Pathward
Commercial Entity Agreement with Deutsche Bank
Commercial Entity Agreement with Wells Fargo - Fiserv

Commercial Entity Agreement with JP Morgan Chase

JP MORGAN CHASE BANK
COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use PayPal’s services to accept Association (defined below) branded payment cards and PayPal payments from customers through their PayPal account (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) JP Morgan Chase Bank N.A. (“Member”). In this CEA “we”, “us” and “our” also refer to Member. PayPal Customer has agreed to the online PayPal User Agreement found on the PayPal website (the “UA”) and, in certain cases, the PayPal Online Card Payment Services Agreement or other online agreement related to your direct acceptance of cards (“Card Services Agreement”) and/or signed the PayPal Payment Processing Agreement (“PPA”) with PayPal, each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Service and enforce any of the provisions of the UA and, if applicable, the Card Services Agreement and/or the PPA that relate to the credit and debit card processing services provided by the Member.

By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Member. Any rights not expressly granted herein are reserved by Member.

Purpose of this CEA. When your customer pays you through PayPal, they have the option of paying you through a funding source offered on the PayPal website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the PayPal Service.
Association Rules. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with the Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Association Rules.
1. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, PayPal shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), in which cases a sale may be split into multiple transactions.
3. Minimum or Maximum/Surcharges. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards.
4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks only on your promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for PayPal transactions.
5. Cash Disbursements. You agree that if you sell travelers cheques or foreign currency that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions.
6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
7. Access to Cardholder Data. You acknowledge that with respect to PayPal payments: (i) you do not have access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through the PayPal Services; and (ii) you agree you shall not request access to Cardholder Data from either PayPal or any customer making a PayPal payment through the PayPal Services. In the event that you receive Cardholder Data in connection with the PayPal Services, you agree that you will not (x) use the Cardholder Data for any purpose other than to support payment for your goods and services, (y) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Association Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Visa or MasterCard (as applicable) or in response to a government request. In the event that you receive Cardholder Data in connection with the PayPal Service, you agree (x) to promptly notify Member (or another Member if so appropriate) and PayPal of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
8. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction.
9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
10. Refund Policy must be on PayPal Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Association rules frequently allow the cardholder to still dispute these items.
11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. You agree to display your consumer privacy policy on its website as well as its security method for transmission of payment data.
Payment Instructions: You authorize and direct us to pay all amounts due from us to you hereunder to PayPal, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from us and shall be responsible for disbursing such amounts to you.
Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise) and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between PayPal and Member.
Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) Your or your employees’ negligence or willful misconduct, in connection with card-funded PayPal transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Service; (c) arising out of any third party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Association or card issuing bank).

Member agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by each of us under this Agreement; or (b) our or our employee’s gross negligence or willful misconduct in connection with this Agreement.
Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
Governing Law; Arbitration. Governing law with respect to this CEA shall be determined in accordance with the laws of the State of New York Any dispute with respect to this CEA between Merchant and Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the UA or, if applicable, the PPA. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days' prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.

Commercial Entity Agreement with Wells Fargo

COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) applies to Commercial Entities (as defined by Visa and Mastercard), who use PayPal’s service(s), including the Braintree Payment Service(s) and Venmo services, to (i) accept Network (defined below) branded payment card(s) on their website from customers, and/or (ii) accept PayPal payments on their website from customers through their PayPal account, and/or (iii) accept Venmo business profile payments from customers’ Venmo accounts (collectively, the “PayPal Services”). Each such Commercial Entity to whom this CEA is applicable is hereby referred to as “PayPal Customer.” In this CEA, “you” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. (“Member”). In this CEA “we”, “us”, and “our” also refer to Member. PayPal Customer has agreed to the online Payment Services Agreement or the PayPal Online Card Payment Services Agreement, as applicable (“each, a Card Services Agreement”), and/or the online PayPal User Agreement or Venmo User Agreement (each a “UA”), each found on the applicable PayPal or Venmo website, and/or, in certain cases, signed an applicable negotiated agreement with PayPal (a “Negotiated Agreement”), each of which set forth requirements regarding the applicable PayPal Services and are incorporated into this CEA by reference. Member may terminate provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Services and enforce any of the provisions of a Card Services Agreement, a UA or, a Negotiated Agreement, as applicable, that relate to the credit and debit card processing services provided by Member. This CEA replaces any other CEA you may have already agreed to with PayPal and Member.

Once this CEA is effective and applies to you (as further described herein) you enter into and agree to the terms and conditions of this CEA and any documents incorporated by reference. You further agree that this CEA forms a legally binding contract between you and Member. Any rights not expressly granted herein are reserved by Member.

Purpose of this CEA. When your customer pays you through the PayPal Services, they have the option of paying you through a funding source offered through the PayPal Services, including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (collectively, “Visa”) and Mastercard International Incorporated (“Mastercard”) (collectively, the “Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Networks. By entering into the CEA, you are fulfilling the Network rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Network Rules as they pertain to payments you receive through the PayPal Services.
1. Network Rules. Mastercard and Visa have established guidelines, merchant monitoring programs, and reports to track merchant activity such as excessive credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions, as identified by a Network or any related program or reports, you may be subject to: (i) incremental Chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of this CEA; (iv) audit and imposition of fines; (v) or any other consequences set forth herein. You agree to follow all requirements of this CEA in connection with each Card transaction and to comply with all applicable Network Rules, which rules are located at: https://www.mastercard.us/content/dam/mccom/global/documents/mastercard-rules.pdf and https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
2. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and Mastercard payments, PayPal shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
3. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), in which cases a sale may be split into multiple transactions.
4. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and Mastercard debit cards. You may not surcharge credit card transactions unless (i) permitted by applicable law, and (ii) done in a non-discriminatory manner in relation to other credit cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
5. Visa and Mastercard Marks. You shall use the Visa and Mastercard logos or marks on your promotional materials and website to indicate that Visa and Mastercard cards are accepted both as funding sources for PayPal transactions as a direct method of payment.
6. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency, that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
7. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or Mastercard in favor of any other card brand.
8. Access to Cardholder Data and Card Data Security. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCIDSS) and that you shall certify such compliance in accordance with Network Rules, or when asked by PayPal to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2). You must not store CVV2 data at any time. When you receive Cardholder Data in connection with the PayPal Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide, or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer (in this case Wells Fargo Bank, N.A.), Visa, or Mastercard (as applicable), or in response to a government request.
9. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your website.
10. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
11. Refund Policy must be on PayPal Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Network Rules frequently allow the cardholder to still dispute these items.
12. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. You agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
13. Limited Acceptance. Pursuant to the Network Rules, you understand that you are allowed to limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions; however, by using PayPal Services you are electing full acceptance.
14. Marketplace Requirements. If you are a Marketplace (as defined from time to time by the Networks), you represent, warrant and agree as follows: (i) you and your retailers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and retailers on your platform; (ii) you are permitted to submit transactions through the PayPal Services for retailers located in a different country than where you are domiciled, provided that any such transactions are compliant with applicable law in both your and the retailer’s country; (iii) you will enter into a legally binding contractual relationship with each retailer before submitting transactions through the PayPal Services on the retailer’s behalf; (iv) you will immediately comply with Member’s instruction to prohibit individual retailers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual retailer for good cause or upon a Network’s request; (v) you are liable for all acts, omissions, buyer disputes, and other cardholder customer service-related issues arising from and/or caused by your retailers; (vi) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a retailer; (vii) you must not transfer or attempt to transfer your, or permit a retailer to transfer or attempt to transfer its, financial liability by asking or requiring cardholders to waive their dispute rights; (viii) you must submit transactions through the PayPal Services only on behalf of retailers of goods and services that use your platform’s website or mobile application; and (ix) you must not knowingly enter into a contract with a retailer whose card acceptance agreement was terminated at the direction of a Network or a government agency.
Payment Instructions: You authorize and direct us to pay to PayPal, or to allow PayPal to direct us to pay to you, all amounts due to you from Member to you hereunder, as applicable. PayPal shall serve as your agent for purposes of directing or receiving the proceeds of credit and debit card funded processing services from Member, and shall be responsible for directing or disbursing such amounts to you.
Term and Termination. This CEA is effective and applies to you upon the date you clicked through a Card Services Agreement, a UA, or signed a Negotiated Agreement, as applicable, or otherwise separately agreed to this CEA (by “click-through” or otherwise), and this CEA shall continue so long as you use the PayPal Services. This CEA will terminate automatically upon any termination or expiration of a Card Services Agreement or a UA, as applicable, or upon any termination or expiration of a Negotiated Agreement, if applicable (but only if you do not still receive PayPal Services pursuant to a separate Card Services Agreement or a UA), provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, a Card Services Agreement, a UA, or a Negotiated Agreement, as applicable, or (ii) the termination of the payment processing relationship between PayPal and Member.
Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages, and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by you under this CEA; (b) your or your employees’ negligence or willful misconduct in connection with card-funded PayPal transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Services; (c) any third-party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Network or card issuing bank).
Warranty Disclaimer. This Agreement is a service agreement. Member disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise for any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents, or subcontractors, be liable under any theory of tort, contract, strict liability, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages (“Indirect Damages”), each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Member be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. The parties acknowledge that Network fees, fines, charges, etc., are not considered Indirect Damages. Notwithstanding anything in this CEA to the contrary, Member’s cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed $10,000 as it relates to transactions processed under this CEA.
Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under a Card Services Agreement, a UA, or a Negotiated Agreement, as applicable. Member may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days’ prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this 30-day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Services. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or an increase to your responsibilities.
Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture, or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Network Disclosure; Member Bank Information: PayPal may be contacted at https://www.paypal.com/us/smarthelp/home; and by phone at 1-844-629-9108; Member, Wells Fargo Bank, N.A., may be contacted by mail at: P.O. Box 6079, Concord, CA 94524; and by phone at 1-800-451-5817.

Important Member Bank Responsibilities:
(a) Member is the entity approved to extend acceptance of Network products directly to you.
(b) Member must be a principal (signer) to this CEA.
(c) Member is responsible for educating you on pertinent Visa and Mastercard Rules with which you must comply; but this information may be provided to you by PayPal.
(d) Subject to Section 2 of this CEA, Member is responsible for and must provide settlement funds to you.
(e) Member is responsible for all settlement funds prior to funding you (or your agent).

Important Merchant Responsibilities:
(a) Ensure compliance with cardholder data security and storage requirements.
(b) Maintain fraud and chargebacks below Network thresholds.
(c) Review and understand the terms of this CEA.
(d) Comply with Visa and Mastercard rules.

Commercial Entity Agreement with WorldPay

COMMERCIAL ENTITY AGREEMENT FOR PAYPAL PAYMENT CARD FUNDED PROCESSING SERVICES
Agreed Form of Commercial Entity User Agreement

This Commercial Entity User Agreement for PayPal Payment Card Funded Processing Services (“Commercial Entity Agreement” or “CEA”) is provided to all PayPal Users that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro (together the "Associations")) and open a Premier or Business Account (such use of such accounts collectively termed the “Premier/Business Service”). Each such PayPal User is hereby referred to as “Merchant” and may be referred to herein as “you” and/or “your”. This CEA constitutes your separate legally binding contract for credit and debit card processing for PayPal transactions between you and the WorldPay Entity (as defined below) and its Affiliate(s) (collectively, the “Acquirer”).

For the purpose of this CEA, “WorldPay Entity” shall mean (a) WorldPay (UK) Limited if Merchant is based in Europe; and/or (b) The Royal Bank of Scotland N.V. if Merchant is based in Singapore and/or Hong Kong; and/or (c) The Royal Bank of Scotland PLC if Merchant is based in the United States.

For the purpose of this CEA, “Affiliate(s)” shall mean the financial institution(s) domiciled in the same Association region as you are domiciled in for Association purposes and which Acquirer has formed a relationship with in accordance with Association requirements to allow the processing of card transactions the identity of which you can obtain on contacting PayPal. In accordance with the provisions of this CEA, the Acquirer may terminate its provision of credit and debit card processing services and enforce any of the provisions of Merchant’s PayPal Payment Processing Agreement (also known as the PayPal User Agreement) (“PPA”), agreed by and between Merchant and PayPal. In this CEA “we”, “us” and “our” refer to Acquirer.

Merchant agrees to the terms and conditions of this CEA. Merchant further agrees that this CEA forms a legally binding contract between Merchant and Acquirer. This Commercial Entity Agreement may be amended at any time by us via PayPal posting a revised version of the CEA on the PayPal website(s). The revised version will be effective at the time PayPal posts it. If we propose to change this CEA in a substantial manner, we will provide you with at least 30 days' prior notice of such a change by posting notice on the "Policy Updates" page of PayPal's web site(s). After this 30 days' notice, you will be considered as having expressly consented to all amendments to the CEA. If you disagree with those proposed amendments, you may close your account before the expiry of such 30 day period in accordance with the terms of the PPA and this CEA will terminate on the closure of your account. For the purpose of the CEA a change to this CEA will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities.

Purpose of this CEA. When your customers pay you through PayPal, they have the option of paying you through a funding source offered on the PayPal website including a card funded payment. In most instances, you will not know the funding source that your customer selected. Since you may be the recipient of a card funded payment, the Associations require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into this CEA, you are fulfilling such Association requirement and you are agreeing to comply with Association rules as they pertain to payments you receive through the PayPal service.
Association Rules.
1. Deposit Transactions. Merchant agrees that it shall only accept payments through PayPal Processing Services for bona fide transactions between the Merchant and its customer for the sale of goods or services. Merchant shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. Merchant acknowledges that for Visa and MasterCard payments, PayPal shall obtain an authorization for transaction amounts prior to completing the transaction.
2. Split Transactions. Merchant agrees to submit a single transaction for the full amount of each sale. Except, however in an instance where the Merchant and cardholder agree on a partial shipment of product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), a sale may be split into multiple transactions.
3. Minimum or Maximum/Surcharges. Merchant agrees that it shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards, unless otherwise permitted in the particular jurisdiction of a transaction.
4. Visa and MasterCard Marks. Merchant is authorized to use the Visa and MasterCard logos or marks only on Merchant’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for PayPal transactions.
5. Credit Vouchers. Credit vouchers may only be submitted for the purpose of refunding a prior transaction from the same card.
6. Cash Disbursements. Merchant agrees that if it sells travelers cheques or foreign currency that disbursements shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions.
7. Discrimination. Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
8. Access to Cardholder Data. Merchant acknowledges that it does not have access to Cardholder Data (defined as the cardholder’s account number, expiration date, and CVV2) and will not request access to Cardholder Data from either PayPal or the cardholder. In the event that Merchant receives Cardholder Data in connection with the PayPal Processing Services provided under this Agreement, Merchant agrees that it will not use the Cardholder Data for any purpose that it knows or should know to be fraudulent or in violation of any Association Rules. Merchant also agrees that it will not sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than its acquirer, Visa or MasterCard (as applicable) or in response to a government request. In the event that Merchant receives Cardholder Data, it will promptly notify Acquirer and PayPal of such.
9. Merchant Identification. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at all points of interaction.
10. Chargebacks. Merchant shall use all reasonable methods to resolve disputes with the cardholder. Should a chargeback dispute occur, Merchant shall promptly comply with all requests for information from PayPal. Merchant shall not attempt to recharge a cardholder for an item that has been charged back to the cardholder, unless the cardholder has authorized such actions.
Merchant’s Refund Policy must be on Merchant’s Website. If Merchant limits refund/exchange terms or other specific conditions for Card sales, Merchant’s policy must be clearly provided to the cardholder prior to the sale and Merchant must conform with all applicable laws and the Association Rules.
Term and Termination. This CEA is effective upon the date Merchant agrees to the CEA and continues so long as the PPA remains in force between Merchant and PayPal but shall automatically terminate without notice on termination of such PPA for any reason, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Acquirer at any time based on a breach of any of Merchant’s obligations under this CEA or the PPA, or by Merchant based on a breach of any of Acquirer’s obligations under this CEA, or by the Acquirer based on the termination of the acquiring services agreement entered into between PayPal (or its applicable group company) and Acquirer as notified to the Merchant.
Indemnification. Merchant agrees to indemnify and hold Acquirer harmless from and against all losses, liabilities, damages and expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this CEA; (b) arising out of Merchant’s or its employees’ negligence or willful misconduct, (c) arising in connection with Card transactions or otherwise arising from Merchant’s provision of goods and services to Cardholders or customers; (d) arising out of Merchant’s use of the PayPal Service; or (e) resulting from any Fines or arising out of any third party indemnifications Acquirer is obligated to make as a result of Merchant’s actions (including indemnification of any Association or Issuing Bank).
Assignment/Amendments. This CEA may not be assigned by Merchant without the prior written consent of Acquirer. Acquirer may assign its rights under this CEA without Merchant’s consent.
Warranty Disclaimer. This CEA is a service agreement. Acquirer disclaims all representations or warranties, express or implied, made to Merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall Acquirer, or its Affiliate(s) or any of its directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether Acquirer has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Acquirer be liable or responsible for any delays or errors in its performance of the services caused by our service providers or other parties or events outside of Acquirer's reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, Acquirer's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this CEA and regardless of the form of action or legal theory and whether or not arising in contract or tort (including negligence shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount processed by the Merchant under this CEA via PayPal. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
Waiver. The failure of a party to assert any of its rights under this CEA, including, but not limited to, the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Merchant and Acquirer by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this CEA will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.
No Illegal Use of Services. Merchant will not access and/or utilize the Services for illegal purposes and will not interfere or disrupt networks connected with the Services.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Governing Law. This CEA (and the relationships referred to or contemplated by it) shall be governed and construed in accordance with the laws as set out as the governing laws of the PPA which the Merchant has agreed to.

Commercial Entity Agreement with Pathward, N.A.

COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“CEA”) applies to Commercial Entities (as defined by Visa and Mastercard) who use PayPal’s service(s), including the Braintree and Venmo services, to accept Network (defined below) branded payment card(s) from customers (collectively, the “PayPal Services”). Each such Commercial Entity to whom this CEA is applicable is hereby referred to as “PayPal Customer.” In this CEA, “you” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Pathward Bank, N.A. (“Member”). In this CEA, “we”, “us”, and “our” also refer to Member. PayPal Customer has agreed to the online Payment Services Agreement, the online PayPal Online Card Payment Services Agreement, or other online agreement with PayPal related to your direct acceptance of Visa/Mastercard cards found on the applicable PayPal website (each, a “Card Services Agreement”) and/or, in certain cases, signed an applicable negotiated agreement with PayPal (a “Negotiated Agreement”), each of which set forth requirements regarding the applicable PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Services and enforce any of the provisions of a Card Services Agreement or a Negotiated Agreement, as applicable, that relate to the credit and debit card processing services provided by Member. This CEA replaces any other CEA you may have already agreed to with PayPal and Member.

Once this CEA is effective and applies to you (as further described herein), you enter into and agree to the terms and conditions of this CEA and any documents incorporated by reference. You further agree that this CEA forms a legally binding contract between you and Member. Any rights not expressly granted herein are reserved by Member.

Purpose of this CEA. When your customer pays you through the PayPal Services, they have the option of paying you through a payment method offered through the PayPal Services, including a credit or debit card. If you are the recipient of a credit or debit card payment, Visa U.S.A., Inc. and Visa International (collectively, “Visa”) and Mastercard International Incorporated (“Mastercard”) (collectively, the “Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Networks. By entering into this CEA, you are fulfilling the Network rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Network Rules as they pertain to applicable direct card payments you receive through the PayPal Services.
1. Network Rules. Mastercard and Visa have established guidelines, merchant monitoring programs, and reports to track merchant activity such as excessive credits and chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions, as identified by a Network or any related program or reports, you may be subject to: (i) incremental chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of this CEA; (iv) audit and imposition of fines; (v) or any other consequences set forth herein. You agree to follow all requirements of this CEA in connection with each card transaction and to comply with Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Network rules (“Network Rules”)
2. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services, or acceptance of donations. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and Mastercard payments, you shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services, or donations.
3. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand) or as processed as a partial authorization with full transparency and permitted under the Network Rules, in which cases a sale may be split into multiple transactions.
4. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and Mastercard debit cards. You may not surcharge credit card transactions unless (i) permitted by applicable law, and (ii) done in a non-discriminatory manner in relation to other credit cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
5. Visa and Mastercard Marks. You shall use the Visa and Mastercard logos or marks only on your promotional materials and website to indicate that Visa and Mastercard cards are both accepted as payment methods in connection with the PayPal Services.
6. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency, that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
7. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or Mastercard in favor of any other card brand.
8. Access to Cardholder Data and Card Data Security. You acknowledge that some PayPal Services do not provide you access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through such services. In relation to such PayPal Services, you agree you shall not request access to Cardholder Data from either PayPal or any customer making payment. To the extent you do receive Cardholder Data in connection with the PayPal Services, you agree (x) to the extent the PayPal Services do not inherently provide you access to such Cardholder Data, to promptly notify Member and PayPal of such and (y) that at all times you shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”) and that you shall certify such compliance in accordance with Network Rules, or when asked by PayPal to do so. You also agree that you will use only PCI-DSS compliant service providers in connection with the storage, or transmission of Cardholder Data. You must not store CVV2 data at any time. If you receive Cardholder Data in connection with the PayPal Services, you further agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, or acceptance of donations, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide, or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer (in this case Pathward, N.A.), Visa, or Mastercard (as applicable), or in response to a government request.
9. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your website (if applicable).
10. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
11. Refund Policy Must be on Your Website or Prominently Displayed at Your Business Location (as applicable), Where You Are Using the PayPal Services. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Network Rules frequently allow the cardholder to still dispute these items.
12. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. You agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
13. Limited Acceptance. Pursuant to the Network Rules, you understand that you are allowed to limit your acceptance to either (i) only accept non-PIN debit transactions; or (ii) only accept credit card transactions; however, by using PayPal Services you are electing full acceptance.
14. Marketplace Requirements. If you are a Marketplace (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your retailers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and retailers on your platform; (ii) you are permitted to submit transactions through the PayPal Services for retailers located in a different country than where you are domiciled, provided that any such transactions are compliant with applicable law in both your and the retailer’s country; (iii) you will enter into a legally binding contractual relationship with each retailer before submitting transactions through the PayPal Services on the retailer’s behalf; (iv) you will immediately comply with Member’s instruction to prohibit individual retailers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual retailer for good cause or upon a Network’s request; (v) you are liable for all acts, omissions, buyer disputes, and other cardholder customer service-related issues arising from and/or caused by your retailers; (vi) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a retailer; (vii) you must not transfer or attempt to transfer your, or permit a retailer to transfer or attempt to transfer its, financial liability by asking or requiring cardholders to waive their dispute rights; (viii) you must submit transactions through the PayPal Services only on behalf of retailers that use your platform’s website or mobile application to sell goods and services to, or accept donations from, cardholders; and (ix) you must not knowingly enter into a contract with a retailer whose card acceptance agreement was terminated at the direction of a Network or a government agency.
15. Digital Wallet Operator Requirements. If you are a Digital Wallet Operator (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your retailers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and retailers on your platform; (ii) you may not use the PayPal Services to process transactions as or for a third party Staged Digital Wallet Operator (as defined from time to time by the Networks); (iii) you must provide the names of principals and their country of domicile for each of your retailers and transaction reports to us or to the Networks upon request; (iii) you will enter into a legally binding contractual relationship with each retailer before submitting transactions through the PayPal Services on the retailer’s behalf; (iv) you will immediately comply with Member’s instruction to prohibit individual retailers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual retailer for good cause or upon a Network’s request; (v) you are liable for all acts, omissions, cardholder disputes, and other cardholder customer service-related issues arising from and/or caused by you or your retailers; (vi) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a retailer; (vii) you must not transfer or attempt to transfer your, or permit a retailer to transfer or attempt to transfer its, financial liability by asking or requiring cardholders to waive their dispute rights; and (viii) you must not knowingly enter into a contract with a retailer whose card acceptance agreement was terminated at the direction of a Network or a government agency.
16. Consumer Bill Payment Service Provider Requirements. If you are a Consumer Bill Payment Service Provider (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your billers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and billers; (ii) you are permitted to submit transactions through the PayPal Services only where the provision of the underlying goods/services of the transaction and the biller are located in the US; (iii) you will immediately comply with Member’s instruction to prohibit individual billers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual biller for good cause or upon a Network’s request; (iv) you are liable for all acts, omissions, disputes, and other cardholder customer service-related issues arising from and/or caused by you or your Billers; (v) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a biller.
17. Business Payment Solutions Provider Requirements. If you are a Business Payments Solution Provider (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your suppliers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and suppliers; (ii) you are permitted to submit transactions through the PayPal Services only for suppliers located in the US; (iii) you will immediately comply with Member’s instruction to prohibit individual suppliers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual supplier for good cause or upon a Network’s request; (iv) you are liable for all acts, omissions, disputes, and other cardholder customer service-related issues arising from and/or caused by you or your suppliers; (v) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a supplier.
Payment Instructions: You authorize and direct us to pay to PayPal all amounts due from Member to you hereunder. PayPal shall serve as your agent for purposes of receiving the proceeds of credit and debit card processing services from Member, and shall be responsible for disbursing such amounts to you.
Term and Termination. This CEA is effective and applies to you upon the date you clicked through a Card Services Agreement or signed a Negotiated Agreement, as applicable, or otherwise separately agreed to this CEA (by “click-through” or otherwise), and this CEA shall continue so long as you use the PayPal Services. This CEA will terminate automatically upon any termination or expiration of a Card Services Agreement, or upon any termination or expiration of a Negotiated Agreement, if applicable (but only if you do not still receive PayPal Services pursuant to a separate Card Services Agreement), provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, a Card Services Agreement, or a Negotiated Agreement, as applicable, or (ii) the termination of the payment processing relationship between PayPal and Member.
Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages, and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by you under this CEA; (b) your or your employees’ negligence or willful misconduct in connection with your transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Services; (c) any third-party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Network or card issuing bank).
Warranty Disclaimer. This CEA is a service agreement. Member disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise for any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents, or subcontractors, be liable under any theory of tort, contract, strict liability, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages (“Indirect Damages”), each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Member be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. The parties acknowledge that Network fees, fines, charges, etc., are not considered Indirect Damages. Notwithstanding anything in this CEA to the contrary, Member’s cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed $10,000 as it relates to transactions processed under this CEA.
Governing Law; Arbitration. Governing law with respect to this CEA shall be New York, U.S. Any dispute with respect to this CEA between you and Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be New York City, New York.
Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under a Card Services Agreement or a Negotiated Agreement, as applicable. Member may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days’ prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this 30-day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Services. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or an increase to your responsibilities. Member may provide less than 30-day notice if less than 30-day notice is provided to Member for changes required by Network Rules or applicable law.
Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture, or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Network Disclosure; Member Bank Information: PayPal may be contacted at https://www.paypal.com/us/smarthelp/home; and by phone at 1-844-629-9108; Member, Pathward, N.A., may be contacted by mail at: Pathward, N.A., Attn: Legal, 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

Commercial Entity Agreement with Deutsche Bank AG New York

COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“CEA”) applies to Commercial Entities (as defined by Visa and Mastercard) who use PayPal’s service(s), including the Braintree and Venmo services, to accept Network (defined below) branded payment card(s) from customers (collectively, the “PayPal Services”). Each such Commercial Entity to whom this CEA is applicable is hereby referred to as “PayPal Customer.” In this CEA, “you” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Deutsche Bank AG New York (“Member”). In this CEA, “we”, “us”, and “our” also refer to Member. PayPal Customer has agreed to the online Payment Services Agreement, the online PayPal Online Card Payment Services Agreement, or other online agreement with PayPal related to your direct acceptance of Visa/Mastercard cards found on the applicable PayPal website (each, a “Card Services Agreement”) and/or, in certain cases, signed an applicable negotiated agreement with PayPal (a “Negotiated Agreement”), each of which set forth requirements regarding the applicable PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Services and enforce any of the provisions of a Card Services Agreement or a Negotiated Agreement, as applicable, that relate to the credit and debit card processing services provided by Member. This CEA replaces any other CEA you may have already agreed to with PayPal and Member.

Once this CEA is effective and applies to you (as further described herein), you enter into and agree to the terms and conditions of this CEA and any documents incorporated by reference. You further agree that this CEA forms a legally binding contract between you and Member. Any rights not expressly granted herein are reserved by Member.

Purpose of this CEA. When your customer pays you through the PayPal Services, they have the option of paying you through a payment method offered through the PayPal Services, including a credit or debit card. If you are the recipient of a credit or debit card payment, Visa U.S.A., Inc. and Visa International (collectively, “Visa”) and Mastercard International Incorporated (“Mastercard”) (collectively, the “Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Networks. By entering into this CEA, you are fulfilling the Network rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Network Rules as they pertain to applicable direct card payments you receive through the PayPal Services.
1. Network Rules. Mastercard and Visa have established guidelines, merchant monitoring programs, and reports to track merchant activity such as excessive credits and chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions, as identified by a Network or any related program or reports, you may be subject to: (i) incremental chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of this CEA; (iv) audit and imposition of fines; (v) or any other consequences set forth herein. You agree to follow all requirements of this CEA in connection with each card transaction and to comply with Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Network rules (“Network Rules”)
2. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services, or acceptance of donations. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and Mastercard payments, you shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services, or donations.
3. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand) or as processed as a partial authorization with full transparency and permitted under the Network Rules, in which cases a sale may be split into multiple transactions.
4. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and Mastercard debit cards. You may not surcharge credit card transactions unless (i) permitted by applicable law, and (ii) done in a non-discriminatory manner in relation to other credit cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
5. Visa and Mastercard Marks. You shall use the Visa and Mastercard logos or marks only on your promotional materials and website to indicate that Visa and Mastercard cards are both accepted as payment methods in connection with the PayPal Services.
6. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency, that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
7. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or Mastercard in favor of any other card brand.
8. Access to Cardholder Data and Card Data Security. You acknowledge that some PayPal Services do not provide you access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through such services. In relation to such PayPal Services, you agree you shall not request access to Cardholder Data from either PayPal or any customer making payment. To the extent you do receive Cardholder Data in connection with the PayPal Services, you agree (x) to the extent the PayPal Services do not inherently provide you access to such Cardholder Data, to promptly notify Member and PayPal of such and (y) that at all times you shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”) and that you shall certify such compliance in accordance with Network Rules, or when asked by PayPal to do so. You also agree that you will use only PCI-DSS compliant service providers in connection with the storage, or transmission of Cardholder Data. You must not store CVV2 data at any time. If you receive Cardholder Data in connection with the PayPal Services, you further agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, or acceptance of donations, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide, or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer (in this case Deutsche Bank AG New York), Visa, or Mastercard (as applicable), or in response to a government request.
9. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your website (if applicable).
10. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
11. Refund Policy Must be on Your Website or Prominently Displayed at Your Business Location (as applicable), Where You Are Using the PayPal Services. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Network Rules frequently allow the cardholder to still dispute these items.
12. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. You agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
13. Limited Acceptance. Pursuant to the Network Rules, you understand that you are allowed to limit your acceptance to either (i) only accept non-PIN debit transactions; or (ii) only accept credit card transactions; however, by using PayPal Services you are electing full acceptance.
14. Marketplace Requirements. If you are a Marketplace (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your retailers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and retailers on your platform; (ii) you are permitted to submit transactions through the PayPal Services for retailers located in a different country than where you are domiciled, provided that any such transactions are compliant with applicable law in both your and the retailer’s country; (iii) you will enter into a legally binding contractual relationship with each retailer before submitting transactions through the PayPal Services on the retailer’s behalf; (iv) you will immediately comply with Member’s instruction to prohibit individual retailers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual retailer for good cause or upon a Network’s request; (v) you are liable for all acts, omissions, buyer disputes, and other cardholder customer service-related issues arising from and/or caused by your retailers; (vi) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a retailer; (vii) you must not transfer or attempt to transfer your, or permit a retailer to transfer or attempt to transfer its, financial liability by asking or requiring cardholders to waive their dispute rights; (viii) you must submit transactions through the PayPal Services only on behalf of retailers that use your platform’s website or mobile application to sell goods and services to, or accept donations from, cardholders; and (ix) you must not knowingly enter into a contract with a retailer whose card acceptance agreement was terminated at the direction of a Network or a government agency.
15. Digital Wallet Operator Requirements. If you are a Digital Wallet Operator (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your retailers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and retailers on your platform; (ii) you may not use the PayPal Services to process transactions as or for a third party Staged Digital Wallet Operator (as defined from time to time by the Networks); (iii) you must provide the names of principals and their country of domicile for each of your retailers and transaction reports to us or to the Networks upon request; (iii) you will enter into a legally binding contractual relationship with each retailer before submitting transactions through the PayPal Services on the retailer’s behalf; (iv) you will immediately comply with Member’s instruction to prohibit individual retailers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual retailer for good cause or upon a Network’s request; (v) you are liable for all acts, omissions, cardholder disputes, and other cardholder customer service-related issues arising from and/or caused by you or your retailers; (vi) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a retailer; (vii) you must not transfer or attempt to transfer your, or permit a retailer to transfer or attempt to transfer its, financial liability by asking or requiring cardholders to waive their dispute rights; and (viii) you must not knowingly enter into a contract with a retailer whose card acceptance agreement was terminated at the direction of a Network or a government agency.
16. Consumer Bill Payment Service Provider Requirements. If you are a Consumer Bill Payment Service Provider (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your billers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and billers; (ii) you are permitted to submit transactions through the PayPal Services only where the provision of the underlying goods/services of the transaction and the biller are located in the US; (iii) you will immediately comply with Member’s instruction to prohibit individual billers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual biller for good cause or upon a Network’s request; (iv) you are liable for all acts, omissions, disputes, and other cardholder customer service-related issues arising from and/or caused by you or your Billers; (v) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a biller.
17. Business Payment Solutions Provider Requirements. If you are a Business Payments Solution Provider (as determined by, and registered with, the Networks), you represent, warrant and agree as follows: (i) you and your suppliers will comply with the Network Rules and applicable law in relation to the processing of transactions using the PayPal Services and your provision of services to cardholders and suppliers; (ii) you are permitted to submit transactions through the PayPal Services only for suppliers located in the US; (iii) you will immediately comply with Member’s instruction to prohibit individual suppliers from participating in the Networks and to immediately stop submitting transactions through the Networks via the PayPal Services for any individual supplier for good cause or upon a Network’s request; (iv) you are liable for all acts, omissions, disputes, and other cardholder customer service-related issues arising from and/or caused by you or your suppliers; (v) you are responsible and financially liable for all transactions you submit through the PayPal Services on behalf of a supplier.
Payment Instructions: You authorize and direct us to pay to PayPal all amounts due from Member to you hereunder. PayPal shall serve as your agent for purposes of receiving the proceeds of credit and debit card processing services from Member, and shall be responsible for disbursing such amounts to you.
Term and Termination. This CEA is effective and applies to you upon the date you clicked through a Card Services Agreement or signed a Negotiated Agreement, as applicable, or otherwise separately agreed to this CEA (by “click-through” or otherwise), and this CEA shall continue so long as you use the PayPal Services. This CEA will terminate automatically upon any termination or expiration of a Card Services Agreement, or upon any termination or expiration of a Negotiated Agreement, if applicable (but only if you do not still receive PayPal Services pursuant to a separate Card Services Agreement), provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, a Card Services Agreement, or a Negotiated Agreement, as applicable, or (ii) the termination of the payment processing relationship between PayPal and Member.
Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages, and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by you under this CEA; (b) your or your employees’ negligence or willful misconduct in connection with your transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Services; (c) any third-party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Network or card issuing bank).
Warranty Disclaimer. This CEA is a service agreement. Member disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise for any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents, or subcontractors, be liable under any theory of tort, contract, strict liability, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages (“Indirect Damages”), each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Member be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. The parties acknowledge that Network fees, fines, charges, etc., are not considered Indirect Damages. Notwithstanding anything in this CEA to the contrary, Member’s cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed $10,000 as it relates to transactions processed under this CEA.
Governing Law; Arbitration. Governing law with respect to this CEA shall be New York, U.S. Any dispute with respect to this CEA between you and Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be New York City, New York.
Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under a Card Services Agreement or a Negotiated Agreement, as applicable. Member may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days’ prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this 30-day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Services. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or an increase to your responsibilities. Member may provide less than 30-day notice if less than 30-day notice is provided to Member for changes required by Network Rules or applicable law.
Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture, or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Network Disclosure; Member Bank Information: PayPal may be contacted at https://www.paypal.com/us/smarthelp/home; and by phone at 1-844-629-9108; Member, Deutsche Bank AG New York, may be contacted by mail at: DB Merchant Solutions, Deutsche Bank, 10 Columbus Circle 17S, New York, New York 10019, ATTN: Bin Sponsorship Team.

Commercial Entity Agreement with Wells Fargo - Fiserv

COMMERCIAL ENTITY USER AGREEMENT

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to PayPal Users that are Commercial Entities (as defined by Visa and MasterCard), who use PayPal’s services to accept Mastercard and Visa payments (the “PayPal Services”). Each such entity or person receiving this CEA is hereby referred to as “PayPal Customer.” In this CEA, “you,” and/or “your” also refer to PayPal Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. (“Member”). In this CEA “we”, “us” and “our” also refer to Member. PayPal Customer has agreed to the online PayPal User Agreement found on the PayPal website (the “UA”) and, in certain cases, accepted PayPal’s Terms and conditions that relate to credit and debit card processing services (“T&Cs”) each of which set forth requirements regarding the PayPal Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to PayPal and you in connection with payments made to you through the PayPal Services and enforce any of the provisions of the UA and, if applicable, the T&Cs that relate to the credit and debit card processing services provided by the Member.

By accepting the T&Cs you agree to the terms and conditions of this CEA and any documents incorporated by reference. PayPal Customer further agrees that this CEA forms a legally binding contract between PayPal Customer and Member. Any rights not expressly granted herein are reserved by Member

Purpose of this CEA. When your customer pays you through the PayPal Services, they have the option of several payment methods, including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Networks. By entering into the CEA, you are fulfilling the Network rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Network Rules as they pertain to payments you receive through the PayPal Services.
Network Rules. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with the Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Network Rules.
1. Deposit Transactions. You agree to only accept payments through PayPal Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible without explicit pre-approval from PayPal and restricted access to approved payment methods. You acknowledge that for Visa and MasterCard payments, PayPal shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), or as processed as a partial authorization with full transparency and permitted under the Network Rules in which cases a sale may be split into multiple transactions.
3. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard debit cards. You may not surcharge credit card transactions unless (i) permitted by applicable law, and (ii) done in a non-discriminatory manner in relation to other credit cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks only on your promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources in conjunction with the PayPal Services.
5. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
7. Access to Cardholder Data. You acknowledge that some PayPal Services do not provide you access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through such services. In relation to such PayPal Services, you agree you shall not request access to Cardholder Data from either PayPal or any customer making payment. To the extent you do receive Cardholder Data in connection with the PayPal Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Network Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Visa or MasterCard (as applicable) or in response to a government request. In the event that you receive Cardholder Data in connection with the PayPal Services, you agree (x) to the extent the PayPal Services do not inherently provide you access to such Cardholder Data, to promptly notify Member and PayPal of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
8. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. If you use the PayPal Services subject to this CEA on your website, you must include the address of your permanent establishment on your web site.
9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from PayPal. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
10. Refund Policy must be on your Website or prominently displayed at your business location, and where you are using the PayPal Services. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Network Rules frequently allow the cardholder to still dispute these items.
11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the PayPal Services for illegal purposes and will not interfere or disrupt networks connected with the PayPal Services. If you use the PayPal Services subject to this CEA on your website, you agree to display your consumer privacy policy on your website as well as its security method for transmission of payment data.
Payment Instructions: You authorize and direct us to pay all amounts due from us to you hereunder to PayPal, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from us and shall be responsible for disbursing such amounts to you.
Term and Termination. This CEA is effective upon the date you accepted the T&Cs or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the PayPal Services. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, the T&Cs, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, the UA or, if applicable, the T&Cs, or (ii) the termination of the payment processing relationship between PayPal and Member.
Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) Your or your employees’ negligence or willful misconduct, in connection with card-funded PayPal transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the PayPal Services; (c) arising out of any third party indemnifications Member is obligated to make as a result of PayPal Customer’s actions (including indemnification of any Network or card issuing bank).
Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and Wells Fargo Bank, N.A as Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the UA or, if applicable, the T&Cs. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via PayPal posting a revised version on the PayPal website(s). The revised version will be effective at the time PayPal posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days' prior notice of such change via PayPal posting a notice on the "Policy Updates" page of the PayPal website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the PayPal Services. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between PayPal Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
Member Information: Member, Wells Fargo Bank, N.A., is responsible for the credit and debit card processing services provided hereunder and may be contacted at: P.O. Box 6079, Concord CA 94524 and 1-844- 284-6834