PayPal Platform Seller Account Agreement – Canada

This Platform Seller Account Agreement (this “Agreement”) is between PayPal Canada Co. (“PayPal”) and you, the entity or individual who enters into this Agreement, and governs your use of the services provided by PayPal on or through a third-party platform or marketplace (the “Platform”), including accepting payments for goods or services, donations as well as other related services on the Platform. This Agreement is a legally binding contract and is effective as of the earlier of the date you accept this Agreement online or begin using the Services. You expressly agree to the terms and conditions of this Agreement and any updates or modifications to this Agreement made by PayPal and notified to you from time to time. You agree that PayPal may amend this agreement by arranging with the Platform to provide you with notice of amended terms and by posting a revised version on our website.

Please read this Agreement carefully. This Agreement includes and incorporates by reference other agreements, including the PayPal Privacy Statement, our Acceptable Use Policy, and the Commercial Entity Agreements.

1. PLATFORM SELLER ACCOUNT AND PAYPAL SERVICES

1.1. PayPal Processing Services. “PayPal Processing Services” or the “Services” means the payment processing services offered by PayPal which provide you, the holder of the Platform Seller Account, with the ability to accept PayPal payments, credit cards, debit cards and other payment types on the Platform in exchange for goods and services, or donations. PayPal provides the Services for your use solely on the Platform and subject to the terms and conditions of this Agreement.

1.2. Platform Services. The Platform may provide certain services to you in relation to the PayPal Processing Services. Examples of services the Platform may provide include, but are not limited to, the following: help you create your Platform Seller Account; provide customer service, refund and dispute services for transactions involving your Platform Seller Account; and provide dashboards and other tools on the Platform that may allow you to manage certain aspects of your Platform Seller Account, including as related to the Services. The services provided by the Platform are governed by your agreement with the Platform and are not provided by PayPal. PayPal is not a platform or marketplace, and only provides the PayPal Processing Services described in this Agreement.

1.3. Seller Protection. Your Platform may provide certain seller protection programs or other policies designed to promote successful transactions. However, for certainty, PayPal’s Seller Protection Program does not apply to Platform Seller Account transactions.

1.4. Pricing. The pricing for your use of the Services on the Platform will depend on your agreement with the Platform. PayPal does not control and is not responsible for Platform fees charged to you. PayPal’s fees will either be disclosed to you separately by the Platform or will be consolidated with the fees for the Platform. PayPal will have the right to deduct from your Platform Seller Account balance both PayPal’s fees for Services and the Platform’s fees communicated to us by the Platform.

1.5. Settlement Account and Payouts. PayPal will, through its banking partners, arrange to settle funds to the bank account or other financial account that you designate (the “Settlement Account”). A positive balance in your Platform Seller Account will result in settlement to your Settlement Account and a negative balance in your Platform Seller Account will result in a deduction, set-off and/or debit of the amounts owed. You agree that we may debit your Settlement Account for the applicable amounts, and/or setoff the applicable amounts against future payouts. Payments made to your Settlement Account, including timing thereof, will be in accordance with terms and conditions established by, and communicated to you by, your Platform. We may reduce the amount transferred to your Settlement Account by the amount of Fees, Fines, and amounts owed to us or your Platform for any reason. You affirm that you are authorized to initiate settlements to and debits from the Settlement Account. If a settlement or debit is processed via a bank account, you acknowledge that the Payments Canada rules for Pre-Authorized Debits will apply, and you agree to be bound by these rules.

1.6. Suspension of Payouts. We reserve the right to suspend payouts to you. Examples of situations where we may do so are: (a) where there are pending, anticipated, or excessive chargebacks, refunds, reversals, disputes or invalidated payments; (b) in the event that we suspect or become aware of suspicious activity; or (c) where we are required by Laws or court order. We have the right to withhold payouts to your Settlement Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Platform Seller Account. If we exercise our right to withhold a payout to your Settlement Account for any reason, we will work with your Platform to communicate the general reason for withholding the payout and give you a timeline for releasing the funds.

1.7. Incorrect Settlement. The information required for settlement will depend on the financial institution holding the Settlement Account. Please make sure that any information about the Settlement Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (a) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (b) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.

1.8. Commercial Entity Agreements. When the activity through your Platform Seller Account reaches certain thresholds or involves certain business segments or activities, you are required by the card networks to agree to a Commercial Entity Agreement to allow you to continue accepting Visa and MasterCard payments. In this case, these Commercial Entity Agreements will apply to any payment processed by PayPal on your behalf and will form part of this user agreement.

1.9. Additional Terms for American Express Card Acceptance.

1. American Express may use the information obtained in your application at the time of setup to screen and/or monitor you in connection with card marketing and administrative purposes.
2. You may be converted from this Agreement to a direct card acceptance agreement with American Express if you reach certain monthly sales volumes. Upon conversion, (i) you will be bound by American Express’ then-current Card Acceptance Agreement; and (ii) American Express will set your pricing and other fees for American Express Card acceptance.
3. By accepting these terms, you agree to receive commercial marketing communications from American Express. You may opt out by notifying your Platform or PayPal or through the dashboard or tools provided to you by your Platform. If you opt out of commercial marketing communications, you will still receive important transactional or relationship messages from American Express.
4. American Express shall be a third-party beneficiary of this Agreement for purposes of American Express Card acceptance. As a third-party beneficiary, American Express shall have the right to enforce directly against you the terms of this Agreement as related to American Express Card acceptance. You acknowledge and agree that American Express shall have no responsibility of liability with regard to PayPal’s obligations to you under this Agreement.
5. American Express may conduct an audit of you at any time, for the purpose of determining compliance with the American Express Rules and Regulation.
6. You authorize PayPal to submit transactions to, and receive settlement from, American Express, and to disclose transaction and merchant information to American Express to perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes and important transactional or relationship communications.

2. SERVICE REQUIREMENTS, LIMITATIONS AND RESTRICTIONS

2.1. Compliance with Applicable Laws. You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to transactions. This may also include compliance with any applicable rule, guideline, or bylaw of any of the card networks (e.g., Visa, Mastercard, American Express and Discover) or Payments Canada.

2.2. Prohibited Businesses and Activities. In connection with your use of the PayPal Processing Services, you must comply with the PayPal Acceptable Use Policy. You may not use the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on applicable sanctions lists. You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes.

2.3. Service Limitations and Restrictions. We may refuse, condition, or suspend any transactions that we believe: (a) may violate this Agreement or other agreements you may have with PayPal; (b) are unauthorized, fraudulent or illegal; or (c) expose you, PayPal, or others to risks unacceptable to PayPal. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Platform Seller Account, your customers, and transactions made through your use of the Services.

3. YOUR OBLIGATIONS

3.1. You are solely responsible for, and PayPal disclaims any liability for, the provision of goods or services sold to your customers or users as part of your use of the Services, and any obligations you may owe to your customers or users. PayPal is not responsible for your obligations to your customers, including to properly describe and deliver the goods or services being sold to your customers. You are solely responsible for, and PayPal expressly disclaims all liability for, your compliance with applicable Laws and obligations related to your provision of the goods or services to your customers, or receipt of donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify PayPal for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.

4. LIABILITY FOR INVALIDATED PAYMENTS

4.1. Liability for Invalidated Payments. You are liable for all claims, expenses, fines and liabilities we incur arising out of:

1. a chargeback, refund, over-payment, payment error, or other invalidated payment you cause (“Invalidated Payment”);
2. any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and
3. any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the PayPal Processing Services.

In the event of an Invalidated Payment or other liability, we may deduct the amounts due to PayPal from your payouts or directly from your Settlement Account. While you may agree to share some liability with your Platform, you are always financially liable to PayPal for disputes (including chargebacks), refunds and any fines that arise from your use of the Services.

5. ACTIONS WE MAY TAKE

5.1. Credit Report Authorization and Verification of Information. You authorize PayPal, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize PayPal to obtain financial and credit information, such as pulling your personal credit report, or the credit report for your directors, officers, and principals. By completing your application to become a PayPal customer, you are providing PayPal with written instructions and authorization to obtain such financial information or credit reports. In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, PayPal reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the PayPal Processing Services, and refuse or rescind any payment by your customers.

5.2. Actions by PayPal. If we believe that your transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the PayPal Processing Services, refusing to process any transaction, reversing a transaction, holding your payouts, and contacting your customers to verify transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.

5.3. Security Interest. To secure your performance of this Agreement, you grant to PayPal a legal claim to all funds for transactions that we process for you, including funds that we deposit into your Settlement Account, as well as funds held in any other bank accounts to which such transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us or your customers, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for transactions that we process through the Services, and to debit or withdraw funds from your Settlement Account.

6. TAXES

6.1. You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you may be asked to provide us with an original certificate, or other evidence of tax exemption, that satisfies applicable legal requirements attesting to your tax-exempt status.

6.2. Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (a) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (b) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority.

6.3. Tax Forms and Reporting. We may send documents to you and tax authorities for transactions processed using the Services. Specifically, pursuant to applicable Law (including the Income Tax Act and the Excise Tax Act), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number).

7. DATA SHARING

7.1. You understand and agree that your Platform and PayPal will share certain information about you, activity on your Platform Seller Account, your transactions and any other information necessary to facilitate your use of the Services or our provision of the Services. Where PayPal receives such information, we may use it in accordance with the PayPal Privacy Statement.

8. REPRESENTATIONS AND WARRANTIES

8.1. You represent and warrant that you have the full power and authority to execute, deliver and perform this Agreement. This agreement is binding and enforceable against you and no provision requiring your performance is in conflict with your obligations under any agreement to which you are a party.

8.2. You represent that you are, and at all times during the term you further warrant that you will continue to be, duly organized, authorized and in good standing under the laws of the province, state, region or country of your organization and duly authorized to do business in all provinces, states, regions or countries in which you operate.

8.3. You represent and warrant that all information you provide to us directly or through the Platform, including any information you provide about individuals who own or control you company, is complete and accurate.

8.4. You represent and warrant that the Services are being used for business purposes and not for personal, family or household purposes.

9. TERM AND TERMINATION

9.1. Term. The term of this Agreement shall commence when you begin using the applicable Platform services and shall continue until terminated as set forth herein. You may terminate this Agreement, without cause, by ceasing to use the PayPal Processing Services.

9.2. Termination. PayPal may terminate this Agreement or suspend services to you if any of the following occurs: (a) if we believe that you have breached this Agreement, or are likely to do so; (b) if we determine that your use of the PayPal Processing Services carries an unacceptable amount of risk, including credit or fraud risk; (c) or if we are unable to recover any fee amount that is due from your Platform Seller Account; (d) we are required by a payment network association, an acquiring bank, or an order from a regulatory authority to cease providing services to you; (e) if, in our sole and absolute discretion, any other legal, reputational, or risk-based reason exists. In the event that we must terminate this Agreement, PayPal will work with the Platform to provide you with notice as soon as reasonably practicable.

9.3. Effect of Termination. After termination by either party as described above, you shall no longer have access to, and shall cease all use of the PayPal Processing Services. Any termination of this Agreement does not relieve you of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.

10. INDEMNIFICATION, LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES

10.1. Indemnification. You agree to indemnify, defend, and hold harmless PayPal, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including reasonable legal fees) they may suffer or incur as a result of (a) your breach of this Agreement or any other agreement you enter into with PayPal or its suppliers in relation to your use of the PayPal Processing Services; (b) your use of the PayPal Processing Services; (c) your acts or omissions; and/or (d) your violation of any applicable law, regulation, or network rules and requirements.

10.2. Limitation of Liability. PAYPAL SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PAYPAL PROCESSING SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOUR CLAIMS), EVEN IF PAYPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PAYPAL’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE-THOUSAND DOLLARS ($1,000).

10.3. Disclaimer of Warranties. THE PAYPAL PROCESSING SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. PAYPAL DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PAYPAL OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PAYPAL’S OBLIGATIONS.

11. GENERAL TERMS

11.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

11.2. Waiver. No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

11.3. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement without the written consent of PayPal. PayPal may assign this Agreement in its sole discretion without your written consent.

11.4. Amendment. We may amend this Agreement at any time. You will be provided with notice of amendments through your Platform. If you do not agree to the updated terms, you can terminate your Agreement by ceasing to use the Services we provide.

11.5. Independent Contractors. The relationship of PayPal and you is that of independent contractors. Neither you nor any of your employees, consultants, contractors or agents are agents, employees, partners or joint ventures of PayPal, nor do you or they have any authority to bind PayPal by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

11.6. Contracting Entity. “PayPal,” “we,” or “us” in this Agreement means PayPal Canada Co., a Nova Scotia corporation, whose principal place of business MaRS Centre, West Tower, 661 University Avenue, Suite 506, Toronto, ON M5G 1M1.

11.7. Notices. Any notices required by this Agreement will be provided to you by the Platform on our behalf. You agree that electronic notices and disclosures have the same meaning and effect as if we had provided you with a paper copy. Any notices to PayPal shall be considered valid only if sent by postal mail to PayPal Canada Co.., Attn: Legal Department, MaRS Centre, West Tower, 661 University Avenue, Suite 506, Toronto, ON M5G 1M1.

11.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, as applicable, except for its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of, and venue in the courts of Ontario, Canada.

11.9. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tous les autres documents envisagés par les présentes soient rédigés en anglais.

11.10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.