This Marketplace Service Provider Agreement (“Agreement”) is by and between Braintree, a division of PayPal, Inc. (“Braintree”), and you, a Merchant who Braintree has separately approved in writing to be a Marketplace Service Provider (“MSP”). This Agreement applies to you in addition to the Braintree Payment Services Agreement. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days’ prior notice of Substantial Change by posting notice on the “Policy Updates” page of our website.
- Marketplace Services. Braintree’s Marketplace APIs (“Marketplace APIs”) enable MSP to submit payments to Braintree from sellers (“Sub-Merchants”) that are transacting on MSP’s platform. The payments will be processed by Braintree and split between MSP and Sub-Merchant, as directed by MSP. MSP may not submit payments to Braintree for processing using the Marketplace APIs for sellers or other third parties that are not transacting on MSP’s platform.
- Sub-Merchant Information. MSP shall sign-up Sub-Merchants on its website or Application using the Marketplace APIs. MSP shall collect and submit to Braintree certain information, as requested by Braintree, to help verify the Sub-Merchant’s identity and comply with other legal or compliance requirements. This information includes, but is not limited to, Sub-Merchant’s (a) first name, (b) last name, (c) address, (d) date of birth, (e) and email address if Braintree is dispersing payments to Sub-Merchants through Venmo, and/or bank account and routing number if Braintree is dispersing payments to Sub-Merchants through their bank accounts. If the Sub-Merchant is a registered company, the created merchant call will also include the Business section with legal name, tax ID, address and optionally the DBA name. This is in addition to the individual details. MSP shall promptly notify Braintree of any changes to such information to ensure the continued accuracy of the data submitted. To the extent requested by Braintree, MSP will verify and confirm information submitted by each Sub-Merchant and provide additional information as needed. All Sub-Merchants are subject to Braintree’s continuing approval, and may be terminated in accordance the Braintree’s Payment Services Agreement.
- Customer Support. MSP shall provide customer support to its Sub-Merchants and customers of the Sub-Merchants, as applicable based on MSP’s terms of service. Braintree is only responsible for providing customer support directly to MSP.
- Liability. MSP agrees that it shall be jointly and severally liable for all fees, fines, chargebacks, refunds and other expenses caused by or related to the acts or omissions of its Sub-Merchants. MSP agrees to reimburse Braintree, a Sub-Merchant, or a third party for any and all such liability incurred by the foregoing party. MSP will indemnify, defend and hold harmless Braintree from any claims, losses and liabilities arising out of or related to MSP’s use of the Marketplace API, including but not limited to the acts or omissions of a Sub-Merchant.
- Terms of Service. MSP is responsible for vetting Sub-Merchants to ensure that they are in compliance with the Braintree Payment Services Agreement. MSP shall include in its Terms of Service, agreed to by Sub-Merchants, and ensure the Sub-Merchant acceptance of the following:
- Tax Reporting. Braintree will provide pre-generated 1099-K tax forms for Sub-Merchants as required by the IRS. MSP will distribute these 1099-K tax forms to Sub-Merchants. MSP will cooperate with Braintree in securing additional information needed from Sub-Merchants to satisfy IRS reporting obligations, including but not limited to Sub-Merchant’s bank account and routing numbers and Tax ID or Social Security Number. MSP will provide Sub-Merchant transaction activity reports as reasonably requested.
- Commercial Entity Requirements. If MSP has a Sub-Merchant whose annual sales reaches or exceeds $100,000, the Sub-Merchant is required to obtain a separate merchant account. MSP agrees to provide assistance to Braintree as required to allow the Sub-Merchant to take the steps necessary to meet this requirement, or MSP will remove the Sub-Merchant from MSP’s Marketplace.
- Audit. Upon request, MSP shall provide Braintree or its auditors with reasonable access to MSP’s facilities for the purpose of performing an inspection of its books, records and/or systems to ensure compliance with the terms of this Agreement.
- Venmo. In order for Braintree to disperse payments to Sub-Merchants via Venmo, MSP hereby agrees to the Venmo User Agreement here: https://venmo.com/legal/us-user-agreement/. MSP hereby authorizes Braintree to share MSP’s business name, email address, telephone number and password (if MSP specifies a password) with Venmo to create MSP’s Venmo account. MSP hereby grants Braintree access to MSP’s Venmo account for the purposes of facilitating disbursements, disputes, and reversals of funds.