E-Commerce Services Agreement
This E-Commerce Services Agreement will be effective for applicable users as at 1 July 2020.
Welcome to PayPal!
This E-Commerce Services Agreement ("Agreement") is a legally binding contract between you and PayPal Pte. Ltd. (“PayPal”) and applies to your use of the Services.
By using the Services, you agree to these terms and conditions herein. You must read, agree with and accept all of the terms and conditions contained herein. You also agree to comply with each of the other agreements on the Legal Agreements page that apply to you, including: the Privacy Statement and the Acceptable Use Policy. You may not access or use the Services and may not accept the terms and conditions herein if: (i) you are not of legal age to form a binding contract with us, or (ii) you are not permitted to receive any Service under the laws of the country/region in which you are resident or from which you access and use the Services.
We may revise this Agreement and any applicable policies from time to time. The revised version will be effective at the time we post it on our website, unless otherwise noted. If our changes reduce your rights or increase your responsibilities we will post a notice on the Policy Updates page of our website and provide you with at least 30 days’ notice. All future changes set out in the Policy Updates page already published on the Legal Agreements page at the time you register for the Services are incorporated by reference into this Agreement and will take effect as specified in the Policy Update. By continuing to use our Services after any changes to this Agreement, you agree to abide by and be bound by those changes.
In this Agreement, "you" and "your" refer to you and your designated agents. "We", "us" and "our" refer to PayPal.
Wherever capitalised, the following terms shall have the meaning ascribed to each such term for purposes of this Agreement:
“Cooperative Financial Institutions” refers to banks, card networks or payment processing service providers or any other financial services partners which are engaged in order to enable GoPay to provide payment processing services to you.
“Financial Information” means all information related to Transactions that we send to GoPay and/or the Cooperative Financial Institutions, including without limitation authorizations, delayed capture, sale transactions, void transactions, inquiries, verifications, reference transactions, bank account details, payment related details, debit or credit card data transmissions, and any other financial information requested by all applicable laws, regulations or guidance from the governmental authorities.
“GoPay” means Guofubao Information Technology Co., Ltd.
“Services” means PayPal’s proprietary technology and internet based electronic platform which facilitates Transactions from or through your website(s), and enables you to manage and oversee the sale and purchase of your goods and/or services over the internet. For the avoidance of doubt, such Services do not include any payment or processing services by PayPal to you in respect of the Transactions.
“Transaction” means the purchase of goods and/or services from you by a third party.
3. YOUR OBLIGATIONS
- Maintain commercially reasonable business practices in conjunction with use of the Services, including maintaining your website and fulfilling all orders for products and services sold by you;
- Establish and maintain, at all times, an account with GoPay;
- Maintain adequate security and control of any and all IDs, passwords, personal identification numbers, or any other codes that you use to access the Services;
- Comply with PayPal's requests for action on your part as necessary to maintain the security and integrity of the Services; and
- Comply with all privacy, consumer and other laws and regulations applicable to you.
You agree that we have your express consent to share and transfer to GoPay and/or the Cooperative Financial Institutions, any and all information and data that we collect from you including, without limitation, your Personal Data and Financial Information. Please refer to the Privacy Statement on the information, data and Personal Data that we collect from you.
5. PAYPAL'S OBLIGATIONS
Subject to the terms and conditions herein, PayPal agrees to provide (i) the Services, and (ii) access to certain information and reports regarding your Transactions and certain reporting tools to assist you.
You acknowledge that: (i) PayPal is not providing you with any payment processing services under this Agreement; (ii) any and all payment processing services provided to you shall be provided exclusively by GoPay independently and (iii) PayPal is only responsible for the provision of the Services.
The Services will present data and information collected from you and data sources other than PayPal, and PayPal makes no representations or warranties regarding the availability, accuracy, timeliness or completeness of such data and information or any output or results of the Services based in whole or in part on such data and information. You are solely responsible for the accuracy and completeness of all data and information you supply.
6. RESTRICTED ACTIVITIES
In connection with your use of Services, or in the course of your interactions with PayPal, other PayPal customers, or third parties, you will not:
· Breach this Agreement, the PayPal Acceptable Use Policy or any other agreement between you and PayPal.
· Violate any law, statute, ordinance, or regulation.
· Infringe PayPal's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
· Sell counterfeit goods.
· Act in a manner that is defamatory, trade libelous, threatening or harassing.
· Provide false, inaccurate or misleading information.
· Engage in potentially fraudulent or suspicious activity and/or transactions.
· Conduct your business or use Services in a manner that results in or may result in:
- complaints; or
- fees, fines, penalties or other liability or losses to PayPal, other PayPal customers, third parties or you.
· Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or the Services; facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Services; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; use any device, software or routine to bypass our robot exclusion headers; or interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, any of the Services or other users' use of any of the Services.
· Take any action that may cause us to lose any of the services from our Internet service providers, or other suppliers or service providers.
· Harass and/or threaten our employees, agents, or other users.
· Disclose or distribute another user's information to a third party, or use such information for marketing purposes unless you receive the user's express consent to do so.
· Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the PayPal websites without our or any applicable third party's written consent.
7.1 By You. You may terminate this Agreement at any time by contacting PayPal customer support. PayPal shall use commercially reasonable efforts to cancel the Services as soon as practicable.
7.2 By PayPal. PayPal, in its sole discretion, reserves the right to terminate this Agreement or access to the Services or use of the websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf for any reason and at any time upon notice to you.
7.3 PayPal may terminate this Agreement effective immediately (i) if you fail to comply with applicable laws or regulations; (ii) upon its sole discretion, for any of the reasons listed in Section 7.4 below; or (iii) if you fail to materially comply with this Agreement.
7.4 Suspension. PayPal may suspend your access to the Services immediately, without prior notice if: (i) certain third party licenses or access to third party components of the Services are terminated; (ii) if you commit any Restrictive Activity as listed in the Article 6 hereof: (iii) you cause or fail to fix a security breach relating to the Services; (iv) PayPal reasonably believes your breach compromises the security of the Services; (v) GoPay requires such suspension in compliance with applicable laws; (vi) you close your account with GoPay; (vii) you fail to upgrade to the most current software version, security updates, and/or patches; or (viii) you fail to materially comply with this Agreement.
7.5 Effect of Termination. Upon termination, your rights to use the Services shall immediately cease. Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve PayPal or you from any liability arising prior to the termination of this Agreement.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW.
OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $1,000.
YOU ACKNOWLEDGE THAT PAYPAL IS NOT LIABLE, AND YOU AGREE NOT TO HOLD PAYPAL RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF, OR YOUR INABILITY TO USE, OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY THE SERVICES), OR ANY OF THE SERVICES; (2) DELAYS OR DISRUPTIONS IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES), AND ANY OF THE SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES), ANY OF THE SERVICES, OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES), ANY OF THE SERVICES, OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; OR (6) YOUR NEED TO MODIFY YOUR PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR PAYPAL'S POLICIES.
You will indemnify and hold us, and our affiliates harmless (including PayPal’s officers, directors, agents, distributors, franchisees and employees) from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees, resulting from or arising out of your breach of this agreement, your improper use of the Services, your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use the Services or access our websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf, or any of the Services on your behalf.
10. NO WARRANTY
THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. PAYPAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
PAYPAL DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR SERVICES, AND OPERATION OF OUR WEBSITES, SOFTWARE, OR SYSTEMS OPERATED BY US OR ON OUR BEHALF (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE ANY OF THE SERVICES) MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.
11. PRIVACY AND CONFIDENTIALITY
Privacy. Protecting your privacy is very important to PayPal. Please review our Privacy Statement in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.
Confidential Information. "Confidential Information" means any information relating to us or the Services that is not known to the general public. During your use of the Services, you may receive Confidential Information from us. You agree that all Confidential Information will remain our exclusive property, you will use Confidential Information only as is reasonably necessary to use the Services, and you will not disclose Confidential Information to any individual, company or third party.
12．Your use of information; Data protection laws
If you receive information about another PayPal customer, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute any information about PayPal users to a third party or use the information for marketing purposes unless you receive that user's express consent to do so. You may not send unsolicited emails to a PayPal customer or use the Services to collect payments for sending, or assist in sending, unsolicited emails to third parties.
The privacy and data protection laws that may apply include any associated regulations, regulatory requirements and codes of practice applicable to the provision of the services described in this Agreement. For example, if you or your business is subject to the requirements of the General Data Protection Regulation (EU) 2016/679 (GDPR) or Cybersecurity Law of the PRC, you will comply with such regulation with respect to the processing of personal data.
In complying with such laws, you will:
· implement and maintain all appropriate security measures for the processing of personal data; and
· not knowingly do anything or permit anything to be done which might lead to a breach of any privacy and data protection laws by PayPal.
13. INTELLECTUAL PROPERTY
Intellectual Property. You acknowledge that PayPal and its licensors retain all intellectual property rights (including all patent, trademark, copyright, trade dress, trade secrets, database rights) and title in and to all of their Confidential Information; other proprietary information, products, and services; and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services and provided by PayPal hereunder, including without limitation all modifications, enhancements, derivative works, configurations, translations, upgrades, and interfaces thereto (all of the foregoing “PayPal Intellectual Property”). PayPal Intellectual Property does not include your preexisting hardware, software, data, or networks. Except as otherwise expressly provided herein, nothing in this Agreement shall create any right of ownership or licence in, and to the other Party’s intellectual property rights and each Party shall continue to independently own and maintain its intellectual property rights.
14. INTELLECTUAL PROPERTY LICENSE
License grants, generally
If you are using PayPal software such as an API, developer's toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then PayPal grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use PayPal's software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the Services. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, PayPal and third parties. PayPal may update or discontinue any software upon notice to you. While PayPal may have (1) integrated certain third party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third party materials and technology to facilitate providing you with the Services, you have not been granted and do not otherwise retain any rights in or to any such third party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third party materials or technology, or otherwise create any derivative works from any of the software or third party materials or technology. You acknowledge that all rights, title and interest to PayPal's software are owned by PayPal and any third party materials integrated therein are owned by PayPal's third party service providers. Any other third party software application you use on the PayPal websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that PayPal does not own, control nor have any responsibility or liability for any such third party software application you elect to use on any of our websites, software and/or in connection with the Services. If you are using the Services on the PayPal website, or other website or platform hosted by PayPal, or a third party, and are not downloading PayPal's software or using third party software applications on the PayPal website, then this section does not apply to your use of the hosted Services.
License grant from you to PayPal; intellectual property warranties
PayPal does not claim ownership of the content that you provide, upload, submit or send to PayPal. Nor does PayPal claim ownership of the content you host on third-party websites or applications that use Services to provide payments services related to your content. Subject to the next paragraph, when you provide content to PayPal or post content using Services, you grant PayPal (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights in any media known now or in the future to help us improve, operate and promote our current services and develop new ones. PayPal will not compensate you for any of your content. You acknowledge that PayPal's use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against PayPal. You represent and warrant that none of the following infringe any intellectual property or publicity right: your provision of content to PayPal, your posting of content using the Services, and PayPal's use of such content (including of works derived from it) in connection with the Services.
Trademark License grant from you to PayPal
To the extent it is needed from PayPal to provide the Services to you, you hereby grant PayPal and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of this Agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you).
15. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and interpreted in accordance with the laws of Singapore, as such laws are applied to agreements entered into and to be performed entirely within Singapore, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against PayPal must be resolved by a court located in Singapore or where the defendant is located. You agree to irrevocably submit to the non-exclusive jurisdiction of the courts located within Singapore for the purpose of any suit, action or other proceeding arising out of this Agreement or your use of our websites or the Services.
16. COMPLETE AGREEMENT AND SURVIVAL
This Agreement, along with any applicable policies, sets forth the entire understanding between you and PayPal with respect to the Services. All such terms and conditions which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
You may not transfer or assign any rights or obligations you have under this Agreement without PayPal's prior written consent. PayPal may transfer or assign this Agreement or any right or obligation under this Agreement at any time.
18. ELECTRONIC COMMUNICATIONS
When you use the Services, or send e-mails, text messages, and other communications from you to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on our website and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
19. TERMS IN ENGLISH; TRANSLATION OF AGREEMENT
It is the express wish of the parties that these terms and conditions and any directly or indirectly related documents be drawn up in English. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms and conditions of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall control.