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Masterpass Terms - Australia

Purpose

Mastercard International Incorporated, Maestro International Inc., and their subsidiaries and affiliates (collectively, “Mastercard”) offer and provide services to enable merchants to participate in the Masterpass Program. The rules, requirements, definitions and terms applicable to Merchant’s participation in the Masterpass Program are available on the Mastercard Masterpass website located at https://masterpass.com/assets/pdf/masterpassoperatingrules.pdf (the “Masterpass Operating Rules”), as amended from time to time in Mastercard’s sole discretion. The Masterpass Program provided by Mastercard is made available to Merchant by PayPal through the Gateway Services.

1. Acceptance of Terms

1.1. These Masterpass Program terms (the “Masterpass Terms”) govern Merchant’s participation in the Masterpass Program and become effective as a legally binding agreement as of the date that Merchant activates its participation in the Masterpass Program provided by Mastercard by enabling the “Accept Masterpass” button in the Control Panel or another method as agreed in writing by PayPal. If Merchant does not accept these Masterpass Terms, Merchant is not permitted to enable the “Accept Masterpass” button in the Control Panel nor participate in the Masterpass Program offered by Mastercard.

1.2. These Masterpass Terms are incorporated into and made a part of the Braintree Payment Services Agreement located on the Braintree website at https://www.braintreepayments.com/en-au/legal/payment-services-agreement-au (the “Agreement”). Any capitalized term used herein and not otherwise defined in these Masterpass Terms shall have the meaning assigned to such term in the Agreement. To the extent that the terms of these Masterpass Terms conflict with the terms of the Agreement, these Masterpass Terms shall control with respect to matters concerning the Masterpass Program. To the extent that the terms of these Masterpass Terms conflict with the terms of the Masterpass Operating Rules, the Masterpass Operating Rules shall control. Except as set forth in these Masterpass Terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon Merchant.

2. Definitions

2.1. Any capitalized term used herein and not otherwise defined in these Masterpass Terms shall have the meaning assigned to such term in the Agreement or the Masterpass Operating Rules.

3. Merchant’s Participation in the Masterpass Program

3.1. In order to participate in the Masterpass Program, made available to Merchant by PayPal’s Gateway Services under the terms of the Agreement, and display the Masterpass Checkout Button on Merchant’s electronic commerce website or mobile application, Merchant must: (i) have entered into the Agreement with PayPal for the purpose of PayPal providing the Gateway Services to Merchant and have a bank-sponsored merchant account in good standing pursuant to a Bank Agreement (or otherwise as deemed acceptable by PayPal); (ii) agree to these Masterpass Terms; (iii) accept Mastercard-branded payment cards; and (iv) agree to be bound by the Masterpass Operating Rules and comply with all of Merchant obligations thereunder.

3.2. Merchant agrees that the Masterpass Program offered and provided by Mastercard is made available to Merchant by PayPal through the Gateway Services under the terms of the Agreement. Merchant hereby grants PayPal all necessary power and authority to enable Masterpass Program-related services for Merchant. Merchant acknowledges and agrees that the Masterpass Program is offered and provided solely by Mastercard and not by PayPal. PayPal shall not be responsible or liable to Merchant under any circumstances for any disruption of any nature in the Masterpass Program, and further PayPal disclaims all warranties, whether express, implied or statutory, including all implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights, for the Masterpass Program. Notwithstanding the foregoing, any payment transaction initiated by Merchant using the Masterpass Program through the Gateway Services shall be deemed part of (and included in) the definition of Transaction under the Agreement.

3.3. PayPal will provide Merchant with all customer service, including registration, maintenance, technical and other support, with respect to the Masterpass Program made available by PayPal to Merchant through the Gateway Services. In the event that Merchant encounters an issue with regard to the Masterpass Program as made available by PayPal to Merchant through the Gateway Services, Merchant shall contact PayPal (and not Mastercard) for support, including technical support.

4. Fees

4.1. Merchant will pay PayPal the fees, including without limitation applicable transaction, multi-currency and Chargeback fees, for all Transactions initiated by Merchant using the Masterpass Program, in accordance with the terms of the Agreement.

5. Compliance with Applicable Laws and Masterpass Operating Rules

5.1. Merchant represents and warrants that it will, at all times during its participation in the Masterpass Program, comply with all applicable laws and the Masterpass Operating Rules. Merchant is solely responsible, and shall be liable to PayPal and Mastercard, for any fines, penalties or fees resulting from its non-compliance with such applicable laws and/or Masterpass Operating Rules.

6. Indemnification; Limitation of Liability

6.1. Merchant will indemnify and hold harmless PayPal and its Merchant Service Providers (and its and their respective employees, directors, officers, shareholders, agents and representatives, acknowledging that Mastercard is one such Merchant Service Provider) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or related to: (a) any actual or alleged breach of Merchant’s obligations set forth in the Masterpass Operating Rules, including without limitation any violation of the Mastercard Rules; (b) Merchant’s participation in the Masterpass Program; (c) the actions of any person (including any developer and/or administrator) or entity Merchant authorizes to integrate with or access the Masterpass Program on their behalf (but not including PayPal); and (d) any Masterpass Transaction initiated by Merchant using payment information provided to PayPal by the Masterpass Program services. Notwithstanding any limitation of liability of Merchant under the terms of the Agreement, Merchant’s liability to PayPal and its Merchant Service Providers under these Masterpass Terms is not subject to any limitation of liability.

6.2. Merchant acknowledges and agrees that the limitations of liability as set forth in the Agreement applicable to PayPal with respect to the Braintree Payment Services will apply with respect to Merchant’s participation in the Masterpass Program through the Braintree Payment Services. Further, Merchant acknowledges and agrees that PayPal will under no circumstances be liable for any damages, losses or costs whatsoever suffered or incurred by Merchant or third parties resulting from the provision by Mastercard of the Masterpass Program or Merchant’s participation in the Masterpass Program and non-compliance with the Masterpass Operating Rules.

7. General

7.1. Termination. Merchant may terminate these Masterpass Terms and its participation in the Masterpass Program at any time by disabling the “Accept Masterpass” button in the Control Panel. In addition to any rights of termination of Mastercard under the Masterpass Operating Rules, PayPal may terminate these Masterpass Terms or suspend Merchant’s participation in the Masterpass Program made available by PayPal through the Gateway Services at any time with or without cause by providing written notice to Merchant. For the sake of clarity, any termination of these Masterpass Terms or suspension of Merchant’s participation in the Masterpass Program does not automatically result in a termination of the Agreement or suspension of the Braintree Payment Services. These Masterpass Terms will automatically terminate upon any termination of the Agreement. Notwithstanding any termination of these Masterpass Terms, any provision of these Masterpass Terms which by its nature should survive, will survive the termination of these Masterpass Terms.

7.2. Amendment. PayPal may in its sole discretion modify these Masterpass Terms from time to time by posting updates to the Braintree website at https://www.braintreepayments.com/en-au/legal, and Merchant’s continued participation in the Masterpass Program provided by Mastercard and made available to Merchant by PayPal through the Gateway Services is deemed acceptance by Merchant of such updated Masterpass Terms.