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PayPal Platform Seller Account Agreement

 

United States
Last Updated: September 26, 2022

This Platform Seller Account Agreement (this “Agreement”) is between 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 or using the PayPal Point of Sale device and/or software. 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. 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. You appoint the Platform as your agent for purposes of receiving notice of amendments to this Agreement and your use of the Services after the effective date of the posted amendment shall constitute acceptance of such amendment.

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

Please be advised that this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and PayPal have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

 

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 or using the PayPal point of sale device and/or software in exchange for goods and services, or donations. PayPal provides the Services for your use subject to the terms and conditions of this Agreement and, when applicable, the PayPal Point of Sale Agreement.

1.1.1. Payment Technology Services. PayPal may allow you to utilize third-party wallets to facilitate transactions. Such capabilities are subject to the following terms:  Apple Pay Web Merchant Terms & Conditions

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 provided by PayPal. Any dispute you might have with the Platform concerning services that the Platform provides are between you and the Platform; PayPal will not be responsible or liable for the Platform’s failure to provide those services as agreed. PayPal is not an e-commerce platform or marketplace, and only provides the PayPal Processing Services described in this Agreement.

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

1.4. Pricing. The pricing for your use of the Services on the Platform are set forth in 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 your separately by the Platform or will be consolidated with the fees for the Platform. Whether disclosed separately or consolidated with the Platform’s fees, you promise to pay such fees and your payment of such fees constitutes valid consideration for purposes of this Agreement between you and PayPal. 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. PayPal may deduct the fees for Services and the Platform’s fees even if there are insufficient funds to cover such fees in your Platform Seller Account balance. If your Platform Seller Account balance becomes negative, you authorize PayPal to debit the amount owed from your Settlement Account, as more fully described below. In the event that PayPal is unable to recover any fee amount that is due from your Platform Seller Account, PayPal may terminate your use of the PayPal Processing Services within 30 days of the date that the fee was due and you will remain obligated to pay PayPal for any unpaid amounts.

1.5. PayPal is Your Agent for Receiving Payments. You represent and warrant to PayPal that each payment you receive using the Services is solely in payment for your provision of bona fide goods and/or services (including charitable services) to your customers. You hereby designate PayPal, and PayPal hereby agrees to serve, as your limited agent for the sole purpose of receiving such payments on your behalf from your customers. You agree that upon PayPal receiving payment from a customer: (a) you shall be deemed to have received payment from such customer, (b) such customer’s obligation to you in connection with such payment shall be satisfied in full, (c) any claim you have for such payment against such customer shall be extinguished, and (d) you are obligated to deliver the applicable goods and/or services to the customer, in each case regardless of whether or when PayPal remits such payment to you. PayPal will remit to you in accordance with this Agreement or apply as an offset to any obligation you may have to PayPal, any such payments it receives on your behalf. Any receipt provided to the customer shall be binding on you and shall satisfy all applicable regulatory requirements. This paragraph states the entirety of PayPal’s duties as your agent for receipt of payment, and no other duties shall be implied by PayPal’s undertaking to act in that capacity.

1.6. Settlement Account and Payouts. Depending on your agreement with the Platform, PayPal or the Platform will arrange to settle funds to you.

  1. Settlement and Payouts by Platform. If the Platform enters an agreement to settle funds to you, PayPal will process and arrange to settle funds from your transactions to the Platform. After PayPal settles those funds with the Platform, the Platform will deposit those funds to you in accordance with your agreement with the Platform.
  2. Settlement Account and Payouts by PayPal. PayPal will arrange to settle funds to the bank account or other financial account that you designate on the Platform and as provided to us by the Platform (the “Settlement Account”) and on a schedule communicated to us by the Platform. A positive balance in your Platform Seller Account, net of any deductions, set-off or debit of amounts owed to us, will result in settlement to your Settlement Account (a “Payout”) and a negative balance in your Platform Seller Account will permit us to initiate a transfer from the Settlement Account in the amount of the negative balance. You agree that we may debit your Settlement Account for the applicable amounts, and/or setoff the applicable amounts against future payouts. Payouts to your Settlement Account, including timing thereof, will be in accordance with terms and conditions established by, and communicated to you by, the Platform. We may reduce the amount transferred to your Settlement Account by the amount of fees, fines, and amounts owed to us or the Platform for any reason. You affirm that you are the owner of the Settlement Account authorized to initiate settlements to and debits from the Settlement Account.

1.7. Suspension of Payouts. We reserve the right to suspend Payouts to you. Examples of situations where we may do so are: (i) when we are instructed to do so by the Platform; (ii) where there are pending, anticipated, or excessive chargebacks, refunds, reversals, disputes or invalidated payments; (iii) in the event that we suspect or become aware of suspicious activity; or (iv) where we are required by Laws or court order. We have the right to withhold Payouts upon termination of this Agreement if we reasonably determine that obligations to us might arise after termination of this Agreement (such as if a payment to you is reversed or charged back) or 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 for any reason, we will work with the Platform to communicate the general reason for withholding the Payout and give you a timeline for releasing the funds and any necessary steps you’re required to take.

1.8. 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 (i) 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 (ii) 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. If your account information changes or you decide that you want to switch to a different Settlement Account, you must notify us by following the procedures established by the Platform. The Platform might require you to provide notice of a change a certain number of days in advance of the change taking effect. You understand that this requirement exists to ensure that the Platform has sufficient time to notify us of the change and to give us time to reflect the change in our systems. We will not be responsible for any problems with a settlement that results from us using incorrect Settlement Account information because of your delay in providing notice to the Platform.

1.9. 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 Agreement.

1.10. 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, for purposes of continuing to accept American Express card payments, 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 the Platform or PayPal or through the dashboard or tools provided to you by the 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 Association Rules.
  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 rule, guideline, or bylaw of any of the card networks (e.g., Visa, Mastercard, American Express and Discover) or of the Platform.

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 sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). 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: (i) may violate this Agreement or other agreements you may have with PayPal; (ii) are unauthorized, fraudulent or illegal; or (iii) 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 TO CUSTOMERS AND CUSTOMERS’ OBLIGATIONS TO YOU

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.

3.2. PayPal is not responsible for any amounts owed to you by your customers, including amounts for payment transactions that were authorized by the issuer or provider of the payment method but that were subsequently rejected or reversed.

 

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 the 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. 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 (or the identities of individuals who own or control your company) and verify information that you have provided to us. You agree that all information you provide to us (or to the Platform which in turn may provide it to us) is complete and accurate to the best of your knowledge. PayPal may use the services of third parties to obtain information about you pursuant to this paragraph. You authorize any third party retained by PayPal for this purpose to obtain such information.

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, to prevent fraud against any party (including you), or to prevent a violation of Law. 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. Nothing in this section shall be construed to impose any obligation on PayPal, and we shall not be liable to you or any other party for failing to exercise our rights under this section.

5.3. Security Interest. To secure your performance of this Agreement, you grant to PayPal a legal claim to all funds held for transactions that we process for you. 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 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: (i) 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 (ii) 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 Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of the Services. If you use PayPal Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service. We also may, but are not obliged to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).

 

7. DATA SHARING; DATA USE; DATA PROTECTION

7.1. Data Sharing. You understand and agree that the 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 Policy.

 

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 state, region or country of your organization and duly authorized to do business in all 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 and that you will keep the information up to date on the Platform.

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 for as long as you are enabled to use the Services on the Platform or until terminated as set forth herein.

9.2. Termination. PayPal may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by a payment network association, an acquiring bank, or an order from a regulatory body to cease providing services to you or to limit services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) we determine that your use of the PayPal Processing Services carries an unacceptable amount of risk, including credit or fraud risk, to us or to any third party; or (4) any other legal, reputational, or risk-based reason exists, in PayPal’s sole discretion. In the event that PayPal must terminate this Agreement, 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 attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with PayPal or its suppliers in relation to your use of the PayPal Processing Services; (ii) your use of the PayPal Processing Services; (iii) your acts or omissions; and/or (iv) 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 LABOR 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 THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO THE PLATFORM DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

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. ARBITRATION AND DISPUTE RESOLUTION

You and PayPal agree that any claim or dispute at law or equity that has arisen or may arise between you and us will be resolved in accordance with the Agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it:

  • Affects your and our rights and will impact how claims between you and us are resolved, including your and our agreement to waive the right to trial by jury.
  • Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action against us.
  • Requires you to follow the Opt-Out Procedure to opt-out of the Agreement to Arbitrate by mailing us a written notice that must be postmarked no later than 30 days after the date you accept this Agreement for the first time.

If a dispute arises between you and PayPal, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and PayPal regarding the PayPal services may be reported to customer service online through the PayPal Help Center at any time, or by calling (888) 221-1161 from Mon-Fri 5:00 AM to 10:00 PM PT and Sat-Sun 6:00 AM to 8:00 PM PT.

 

 

12. GENERAL TERMS

12.1. 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.

12.2. 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.

12.3. 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.

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

12.5. 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.

12.6. Contracting Entity. “PayPal,” “we,” or “us” in this Agreement means PayPal, Inc., a Delaware corporation in the United States whose address is 2211 North First Street, San Jose, CA 95131.

12.7. 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, Inc., Attn: Legal Department, 2211 North First Street, San Jose, CA 95131.

12.8. Governing Law. The laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.

12.9. 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.