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Effective Date: The Payment Services Agreement is effective on 25 May 2018 for Merchants who signed up before 11 April 2018 or immediately for all new Merchants who signed up on or after 11 April 2018.

This Braintree Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this "Agreement"), is entered into by and between PayPal Canada Co, a Nova Scotia corporation whose principal business address is MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1 ("Braintree," “PayPal,” “we,” or “our”) and the entity or individual who enters into this Agreement (“Merchant" or “you”). This Agreement sets out the terms and conditions under which you may utilize the Braintree Payment Services.

This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”):

This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the Braintree website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Privacy Policy and Acceptable Use Policy, as well as your applicable Bank Agreement(s), which are incorporated herein by this reference.

Information Summary

Date of contract(s)​ - Effective start date: This Agreement begins on the earlier of your creation of an account on the Braintree website, acceptance of this Agreement or use of the Braintree Payment Services.

Acquirer - Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal)

1(866) 319-7450
P.O. Box 219, Station D, Toronto, ON M6P 3J8

Cancellation of contract(s) and any applicable penalties - You may terminate this Agreement at any time and without penalty by providing Braintree with notice of your intent to terminate. We may terminate this Agreement in accordance with Section 8.01 of the Agreement.

Complaint handling procedures​ - For complaints directed to Braintree, please contact: Accounts@getbraintree.com

Transaction return policy​ - Fully and partially refunded transactions will incur a $.30 fee. No additional fees will be charged for voids.

Independent Sales Organization or Referral Agent (where applicable)​ - Independent Sales Organization: PayPal Canada Co. PayPal Canada Co acts as an independent sales organization for Moneris Solutions Corporation (on behalf of itself and its sponsor banks Royal Bank of Canada and Bank of Montreal).

Code of Conduct​ - You may access the Code of Conduct for the Credit and Debit Card Industry here.

Statements​ - You will receive paper statements by mail on a monthly basis, free of charge.

Payment card type: Fee (card not present)

Agreement

Section 1 — Braintree Payment Services

1.01 “Braintree Payment Service(s)” means the Payment Processing Services or Gateway Services defined as follows:

Section 2 — Fees and Taxes

2.01 Fees

In exchange for us providing you with the Braintree Payment Services, you agree to pay us the fees, including applicable transaction, multi-currency and Chargeback fees, as listed in the fee schedule, available at https://www.braintreepayments.com/en-ca/braintree-pricing, and incorporated herein by this reference. We reserve the right to revise our fees at any time, subject to a ninety (90) day notice period to you prior to the new fees taking effect.

Interest shall accrue at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within ninety (90) calendar days after resolution of the dispute.

2.02 Payment of Fees, Payouts, and Right to Set-off

Subject to the terms of this Agreement, Braintree will send to your Bank Account all amounts due to you from your Transactions, minus any fees, Reversals, Invalidated Payments, Chargebacks, Refunds or other amounts that you owe to Braintree under this Agreement. If the Payout is not sufficient to cover the amounts due, you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon Braintree’s request, you agree to provide Braintree with all necessary bank account routing and related information and grant Braintree permission to debit amounts due from your Bank Account.

2.03 Taxes

Merchant shall pay, indemnify, and hold Braintree harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on Braintree’s income, and (ii) all government permit fees, customs fees and similar fees which Braintree may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of, a deduction from, or an offset against, payments due to Braintree hereunder.

Section 3 —Restricted Activities, Representations and Warranties

3.01 Restricted activities

In connection with your use of the Braintree Payment Services, you must comply with the Braintree Acceptable Use Policy: https://www.braintreepayments.com/en-ca/legal/acceptable-use-policy.

You agree that you will not:

3.02 Representations and Warranties by Merchant

Merchant has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Merchant and no provision requiring Merchant’s performance is in conflict with its obligations under any agreement to which Merchant is a party.

Merchant is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which Merchant’s business operates.

Section 4 — Liability for Invalidated Payments and other Liabilities

You are liable for all claims, expenses, fines and liability we incur arising out of:

In the event of an Invalidated Payment or other liability, we may deduct the amounts due to Braintree from your Payouts.

Section 5 — Actions We May Take

5.01 Credit Report Authorization and Verification of Information

You authorize Braintree, 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 Braintree 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 Braintree customer, you are providing Braintree with written instructions and authorization in accordance with the Fair Credit Reporting Act 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, Braintree reserves the right to terminate this Agreement with immediate notice to you, cease to provide access to the Braintree Payment Services, and refuse or rescind any payment by your customers.

5.02 Actions by Braintree

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 Braintree Payment 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.

5.03 Reserves

Braintree, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that Braintree determines in its sole discretion. Braintree may change the terms of the Reserve at any time by providing you with notice of the new terms.

Braintree may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.

5.04 Security Interest

To secure your performance of this Agreement, you grant to Braintree a legal claim to the funds held in the Reserve. This is known in legal terms as a “lien” on and “security interest” in these amounts.

Section 6 – Account Security, Data, Intellectual Property and Publicity

6.01 Security of your access

You agree to:

6.02 Data Security Compliance

Merchant agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard ("Association PCI DSS Requirements") and any applicable Association’s data security requirements with regards to Merchant's use, access, and storage of certain credit card non-public personal information. Additionally, Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Customer Data breach or incident to Braintree and/or the Associations immediately after discovery of the incident. You also agree to ensure data quality and that any Customer Data is processed promptly, accurately and completely, and complies with the Associations’ technical specifications.

Braintree agrees to comply with the applicable Payment Card Industry Data Security Standard ("PCI DSS"). Merchant can verify Braintree's compliance with the PCI DSS by viewing the Global List of PCI DSS Validated Compliant Service Providers on Visa's website at http://www.visa.com/splisting/searchGrsp.do and given the availability of this list from Visa. Braintree acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the Merchant, or to the extent that Braintree could impact the security of the cardholder data environment.

6.03 Ownership of Data

All Customer Data shall be owned by Merchant and Merchant hereby grants Braintree a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Braintree Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer.

6.04 Data Protection

The data protection terms applicable to this Agreement are set out in Exhibit A (Data Protection Addendum) and are hereby incorporated by reference into this Agreement.

6.05 Software License

Braintree grants you a revocable, non-exclusive, non-transferable license to use Braintree’s APIs, developer’s toolkit, and other software applications (the “Software”) in accordance with the documentation accompanying the Software. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Braintree Payment Services. If you do not comply with the documentation and any other requirements provided by Braintree, then you will be liable for all resulting damages suffered by you, Braintree and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

6.06 Trademark License

Braintree grants you a revocable, non-exclusive, non-transferable license to use Braintree's trademarks used to identify the Braintree Payment Service (the "Trademarks") solely in conjunction with the use of the Braintree Payment Service. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Braintree (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.

6.07 Intellectual Property

Other than the express licenses granted by this Agreement, Braintree grants no right or license by implication, estoppel or otherwise to the Braintree Payment Service or any Intellectual Property Rights of Braintree. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of Braintree, in the Braintree Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.

6.08 Publicity

Merchant hereby grants Braintree permissions to use Merchant’s name and logo in its marketing materials including, but not limited to use on Braintree’s website, in customer listings, in interviews and in press releases.

6.09 Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Braintree Payment Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Section 7 - Indemnification, Limitation of Liability, Disclaimer of Warranties

7.01 Indemnification

Merchant agrees to indemnify, defend, and hold harmless Braintree, 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 Braintree or its suppliers in relation to your use of the Braintree Payment Services; (ii) your use of the Braintree Payment Services; and/or (iii) your violation of any applicable law, regulation, or Association Rules and requirements.

7.02 LIMITATION OF LIABILITY

BRAINTREE 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 BRAINTREE PAYMENT 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 BRAINTREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BRAINTREE’S TOTAL AGGREGATE LIABILITY TO MERCHANT 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 AMOUNTS PAID OR PAYABLE BY MERCHANT TO BRAINTREE UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

7.03 Disclaimer of Warranties

THE BRAINTREE PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. BRAINTREE 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 BRAINTREE OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BRAINTREE’S OBLIGATIONS.

The parties acknowledge that the Braintree Payment Service is a computer network based service which may be subject to outages and delay occurrences. As such, Braintree does not guarantee continuous or uninterrupted access to the Braintree Payment Services. Merchant further acknowledges that access to the Braintree website or to the Braintree Payment Services may be restricted for maintenance. Braintree will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, Braintree will not be liable for any interruption, outage, or failure to provide the Braintree Payment Services.

Section 8 - Term and Termination

8.01 Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause and without penalty, by providing Braintree with notice of your intent to terminate, or by ceasing to use the Braintree Payment Services.

Braintree may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Associations, the acquiring bank, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Braintree Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in Braintree’s sole discretion. In the event that Braintree must terminate this Agreement, Braintree shall provide you with written notice as soon as reasonably practicable.

After termination by either party as described above, Merchant shall no longer have access to, and shall cease all use of the Braintree Payment Services. Any termination of this Agreement does not relieve Merchant 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.

Section 9 – General Provisions

9.01 Independent Contractors

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

9.02 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.

9.03 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.

9.04 Assignment

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

9.05 Amendment

We may amend this Agreement at any time by posting a revised version of it on our website under the “Legal” section of 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 any substantial change by posting notice under the “Policy Updates” section contained in the “Legal” section of our website. If you do not agree to the updated terms, you can terminate your Agreement by providing us with notice in the manner indicated below in Section 9.09. If you provide us with termination notice within 30 days of the date of update, then your current terms and conditions shall apply during this notice period.

9.06 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.

9.07 Survival

Sections 2 (Fees and Tax), 4 (Liability for Chargebacks, Invalidated Payments and other Liabilities), 5 (Actions We May Take), 6.08 (Confidential Information), 7 (Indemnification, Limitation of Liability, Disclaimer of Warranties), 8 (Term and Termination), 9 (General Provisions), Exhibit “A” (Data Protection Addendum) and Exhibit “B” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

9.08 Communication; Recording Calls; and Availability of Contractual Documents

You consent to receive autodialed or prerecorded calls and text messages from Braintree at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

Braintree may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Braintree or its agents for quality control and training purposes or for its own protection.

If you have a question or complaint relating to the Braintree Payment Services or your Transactions, please contact the Braintree customer support as defined in the “Contact” tab of the Braintree website.

The general terms and conditions for the Braintree Payment Services will be available at all times on www.braintreepayments.com in the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.

9.09 Notices, Contracting Entity, Governing Law, and Jurisdiction

EXHIBIT A – Data Protection Addendum

This Data Protection Addendum (“Addendum”) is entered into between Merchant and PayPal Canada Co, a Nova Scotia corporation whose principal business address is MaRS Centre, West Tower, 661 University Ave., Suite 506, Toronto, ON M5G 1M1 ("Braintree" or “PayPal”) (collectively the “Parties”). This Addendum shall form part of the Payment Services Agreement between Merchant and Braintree (the “Agreement”) in accordance with the “Effect of this Addendum” section below.

Capitalized terms used but not defined in this Addendum shall have the meaning set out in the Agreement.

EFFECT OF THIS ADDENDUM

This Addendum amends and forms part of the Agreement, and is effective as of the Effective Date of the Agreement.

1 DEFINITIONS AND INTERPRETATION

1.1 The following terms have the following meanings when used in this Addendum:

1.2 Addendum. This Addendum comprises (i) sections 1 to 4, being the main body of the Addendum; (ii) Attachment 1; (iii) Attachment 2; and (iv) Attachment 3.

2 PROCESSING OF PERSONAL DATA IN CONNECTION WITH THE SERVICES

2.1 Braintree is the controller in respect of Merchant Data and may use it for the following purposes:

2.1.1 as reasonably necessary to provide the Services to Merchant;

2.1.2 to conduct anti-money laundering, know your customer and fraud checks on the Merchant;

2.1.3 to market to the employees and contractors of Merchant; and

2.1.4 any other purpose that it notifies (or Merchant agrees to notify on its behalf) to the employees and contractors of Merchant in accordance with Data Protection Laws.

2.2 Braintree shall comply with the requirements of the Data Protection Laws applicable to controllers in respect of the use of Merchant Data under this Agreement (including without limitation, by implementing and maintaining at all times all appropriate security measures in relation to the processing of Merchant Data and by maintaining a record of all processing activities carried out in respect of Merchant Data) and shall not knowingly do anything or permit anything to be done with respect to the Merchant Data which might lead to a breach by the Merchant of the Data Protection Laws.

2.3 With regard to any Customer Data to be processed by Braintree in connection with this Agreement, Merchant will be a controller and Braintree will be a processor in respect of such processing. Merchant will be solely responsible for determining the purposes for which and the manner in which Customer Data are, or are to be, processed.

2.4. Braintree shall only process Customer Data on behalf of and in accordance with Merchant’s written instructions. The Parties agree that this Addendum is Merchant's complete and final written instruction to Braintree in relation to Customer Data. Additional instructions outside the scope of this Addendum (if any) require prior written agreement between Braintree and Merchant, including agreement of any additional fees payable by Merchant to Braintree for carrying out such additional instructions. Merchant shall ensure that its instructions comply with all applicable laws, including Data Protection Laws, and that the processing of Customer Data in accordance with Merchant's instructions will not cause Braintree to be in breach of Data Protection Laws. Merchant hereby instructs Braintree to process Customer Data for the following purposes:

2.4.1 as reasonably necessary to provide the Services to Merchant;

2.4.2 after anonymizing the Customer Data, to use that anonymized Customer Data, directly or indirectly, which is no longer identifiable personal data, for any purpose whatsoever.

2.5 In relation to Customer Data processed by Braintree under this Agreement, Braintree shall co-operate with Merchant to the extent reasonably necessary to enable Merchant to adequately discharge its responsibility as a controller under Data Protection Laws, including without limitation that Braintree shall cooperate and provide Merchant with such reasonable assistance as Merchant requires in relation to:

2.5.1. assisting Merchant in the preparation of data protection impact assessments to the extent required of Merchant under Data Protection Laws; and

2.5.2 responding to binding requests for the disclosure of information as required by local laws, provided always that where the request is from a non-EEA law enforcement agency Braintree will (a) inform Merchant of the request, the data concerned, response time, the identity of the requesting body and the legal basis for the request; (b) wait for Merchant’s instructions provided the instruction and the opinion are received within a reasonable period of time, which shall be assessed in light of the time period afforded by the law enforcement agency to Braintree; (c) where Braintree is prohibited from informing Merchant about the law enforcement agency’s request, take reasonable steps to have this prohibition waived and to make available relevant information about the request as soon as possible to Merchant (these efforts will be documented); and (d) where the prohibition cannot be waived, compile a list, in compliance with its national law and on an annual basis, of the number of such requests received, the type of Customer Data requested and the identity of the law enforcement agency concerned and make it available to the Customer’s data protection authority annually on request (in which circumstances Braintree will be acting as a controller).

2.6 Scope and Details of Customer Data processed by Braintree. The objective of processing Customer Data by Braintree is the performance of the Services pursuant to the Agreement. Braintree shall process the Customer Data in accordance with the specified duration, purpose, type and categories of data subjects as set out in Attachment 3 (Data Processing of Customer Data).

2.7 The Parties will at all times comply with Data Protection Laws.

3 DATA PROCESSOR TERMS

This section 3 applies only to the extent that Braintree acts as a processor or Sub-processor to Merchant. It does not apply where Braintree acts as a controller.

3.1 Correction, Blocking and Deletion. To the extent Merchant, in its use of the Services, does not have the ability to correct, amend, block or delete Customer Data, as required by Data Protection Laws, Braintree shall comply with any commercially reasonable request by Merchant to facilitate such actions to the extent Braintree is legally permitted to do so. To the extent legally permitted, Merchant shall be responsible for any costs arising from Braintree’s provision of such assistance.

3.2 Data Subject Requests. Braintree shall, to the extent legally permitted, promptly notify Merchant if it receives a request from a Customer for access to, correction, amendment or deletion of that Customer’s personal data. Braintree shall not respond to any such Customer request without Merchant’s prior written consent except to confirm that the request relates to Merchant to which Merchant hereby agrees. Braintree shall provide Merchant with commercially reasonable cooperation and assistance in relation to handling of a Customer's request for access to that person’s personal data, to the extent legally permitted and to the extent Merchant does not have access to such Customer Data through its use of the Services. If legally permitted, Merchant shall be responsible for any costs arising from Braintree’s provision of such assistance.

3.3 Confidentiality. Braintree shall ensure that its personnel engaged in the processing of Customer Data are informed of the confidential nature of the Customer Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Braintree shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

3.4 Training. Braintree undertakes to provide training as necessary from time to time to the Braintree personnel with respect to Braintree's obligations in this Addendum to ensure that the Braintree personnel are aware of and comply with such obligations.

3.5 Limitation of Access. Braintree shall ensure that access by Braintree's personnel to Customer Data is limited to those personnel performing Services in accordance with the Agreement.

3.6 Data Protection Officer. Members of the PayPal Group have appointed a data protection officer where such appointment is required by Data Protection Laws. The appointed person may be reached at

Attn: Privacy Officer
PayPal Canada Co.
MaRS Centre, West Tower
661 University Avenue, Suite 506
Toronto, ON M5G 1M1

3.7 Sub-processors.  Merchant specifically authorizes the engagement of members of the PayPal Group as Sub-processors in connection with the provision of the Services. In addition, Merchant generally authorizes the engagement of any other third parties as Sub-processors in connection with the provision of the Services. When engaging any Sub-processor, Braintree will execute a written contract with the Sub-processor which contains terms for the protection of Customer Data which are no less protective than the terms set out in this Addendum.

3.7.1 List of Current Sub-processors and Notification of New Sub-processors. Braintree shall make available to Merchant a current list of Sub-processors for the respective Services with the identities of those Sub-processors (“Sub-processor List”). The Sub-processor List is included in Attachment 1 to this Addendum. Where a Sub-processor is proposed to be changed Braintree shall provide prior notice by email to Merchant before implementing such change.

3.7.2 Objection Right for new Sub-processors. If Merchant has a reasonable basis to object to Braintree’s use of a new Sub-processor, Merchant shall notify Braintree promptly in writing within two (2) months after receipt of Braintree’s notice. In the event Merchant objects to a new Sub-processor(s) and that objection is not unreasonable Braintree will use reasonable efforts to make available to Merchant a change in the affected Services or recommend a commercially reasonable change to Merchant’s configuration or use of the affected Services to avoid processing of personal data by the objected-to new Sub-processor without unreasonably burdening Merchant. If Braintree is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Merchant may terminate the Agreement in respect only of those Services which cannot be provided by Braintree without the use of the objected-to new Sub-processor, by providing no less than sixty (60) days' written notice to Braintree. Merchant shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.

3.8 Audits and Certifications. Where requested by Merchant, subject to the confidentiality obligations set forth in the Agreement, Braintree shall make available to Merchant (or Merchant’s independent, third-party auditor that is not a competitor of Braintree or any members of PayPal or the PayPal Group) information regarding Braintree’s compliance with the obligations set forth in this Addendum in the form of the third-party certifications and audits (if any) set forth in the Privacy Policy set out on our website. Merchant may contact Braintree in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of personal data. Merchant shall reimburse Braintree for any time expended for any such on-site audit at Braintree’s then-current professional services rates, which shall be made available to Merchant upon request. Before the commencement of any such on-site audit, Merchant and Braintree shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Merchant shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Braintree. Merchant shall promptly notify Braintree with information regarding any non-compliance discovered during the course of an audit.

3.9 Security. Braintree shall, as a minimum, implement and maintain appropriate technical and organizational measures as described in Attachment 2 to this Addendum to keep Customer Data secure and protect it against unauthorized or unlawful processing and accidental loss, destruction or damage in relation to the provision of the Services. Since Braintree provides the Services to all Merchants uniformly via a hosted, web-based application, all appropriate and then-current technical and organizational measures apply to Braintree’s entire customer base hosted out of the same data center and subscribed to the same service. Merchant understands and agrees that the technical and organizational measures are subject to technical progress and development. In that regard, Braintree is expressly permitted to implement adequate alternative measures as long as the security level of the measures is maintained in relation to the provision of the Services. In the event of any detrimental change Braintree shall provide a notification together with any necessary documentation to Merchant by email or publication on a website easily accessible by Merchant.

3.10 Security Incident Notification. If Braintree becomes aware of a Security Incident in connection with the processing of Customer Data, Braintree will: (a) notify Merchant of the Security Incident promptly and without undue delay; and (b) promptly take reasonable steps to minimize harm and secure Customer Data.

3.11 Details of Security Incident. Notifications made under section 3.10 (Security Incident Notification) will describe, to the extent possible, reasonable details of the Security Incident, including steps taken to mitigate the potential risks.

3.12 Communication. Braintree will deliver its notification of any Security Incident to one or more of Merchant's administrators by any means Braintree selects, including via email. Merchant is solely responsible for maintaining accurate contact information and ensuring that any contact information is current and valid.

3.13 Deletion. Upon termination or expiry of the Agreement, Braintree will delete or return to Merchant all Customer Data processed on behalf of the Merchant, and Braintree shall delete existing copies of such Customer Data except where necessary to retain such Customer Data strictly for the purposes of compliance with applicable law.

3.14 Data Portability. Upon any termination or expiry of this Agreement, Braintree agrees, upon written request from Merchant, to provide Merchant’s new acquiring bank or payment service provider (“Data Recipient”) with any available credit card information including personal data relating to Merchant’s Customers (“Card Information”). In order to do so, Merchant must provide Braintree with all requested information including proof that the Data Recipient is in compliance with the Association PCI-DSS Requirements and is level 1 PCI compliant. Braintree agrees to transfer the Card Information to the Data Recipient so long as the following applies: (a) Merchant provides Braintree with proof that the Data Recipient is in compliance with the Association PCI-DSS Requirements (Level 1 PCI compliant) by providing Braintree a certificate or report on compliance with the Association PCI-DSS Requirements from a qualified provider and any other information reasonably requested by Braintree; (b) the transfer of such Card Information is compliant with the latest version of the Association PCI-DSS Requirements; and (c) the transfer of such Card Information is allowed under the applicable Association Rules, and any applicable laws, rules or regulations (including Data Protection Laws).

This Addendum shall take effect between, and become legally binding on the Parties on the date determined by “Effect of this Addendum” section above.

Attachment 1

Sub-processor List

  1. Kount Inc: 917 South Lusk, 3rd Floor, Boise, ID 83706
  2. Amazon Web Services, Inc.: 410 Terry Avenue, North Seattle, WA 98109-5210

Attachment 2

The following technical and organizational measures will be implemented:

  1. Measures taken to prevent any unauthorized person from accessing the facilities used for data processing (e.g. secured access, badges);
  2. Measures taken to prevent data media from being read, copied, amended or moved by any unauthorized persons (e.g. data kept in locked premises);
  3. Measures taken to prevent the unauthorized introduction of any data into the information system, as well as any unauthorized knowledge, amendment or deletion of the recorded data (e.g. restricted access to the IT infrastructure);
  4. Measures taken to prevent data processing systems from being used by unauthorized person using data transmission facilities (e.g. firewalls);
  5. Measures taken to guarantee that authorized persons when using an automated data processing system may access only data that are within their competence (e.g. specific users accounts);
  6. Measures taken to guarantee the checking and recording of the identity of third parties to whom the data can be transmitted by transmission facilities (e.g. VPN, encryption of data);
  7. Measures taken to guarantee that the identity of the persons having had access to the information system and the data introduced into the system can be checked and recorded ex post facto at any time and by any authorized person;
  8. Measures taken to prevent data from being read, copied, amended or deleted in an unauthorized manner when data are disclosed and data media transported;
  9. Measures taken to safeguard data by creating backup copies (encryption of data back-ups).

Attachment 3

Data Processing of Customer Data

Categories of data subjects

Customer Data – The personal data that the Customer provides to Merchant and Merchant passes on to Braintree through the use by the Customer of the Braintree Payment Services.

Subject-matter of the processing

The payment processing services offered by Braintree which provides Merchant with the ability to accept credit cards, debit cards, and other payment methods on a website or mobile application from Customers.

Nature and purpose of the processing

Braintree processes Customer Data that is sent by the Merchant to Braintree for purposes of obtaining verification or authorization of the Customer’s payment method as payment to the Merchant for the sale goods or services.

Type of personal data

Customer Data – Merchant shall inform Braintree of the type of Customer Data Braintree is required to process under this Agreement. Should there be any changes to the type of Customer Data Braintree is required to process then Merchant shall notify Braintree immediately. Braintree processes the following Customer Data, as may be provided by the Merchant to Braintree from time to time:

Full name……………………………………………

Date of birth……………………………………………

Home address……………………………………………

Shipping address……………………………………………

Work address……………………………………………

Billing address……………………………………………

Email address……………………………………………

Telephone number……………………………………………

Fax number……………………………………………

Government ID number……………………………………………

Bank account number and bank routing number……………………………………………

Financial account number……………………………………………

Card or payment instrument type……………………………………………

Card Primary Account Number (PAN) or Device-specific Primary Account Number (DPAN)

……………………………………………

Card Verification Value (CVV)……………………………………………

Card expiration date……………………………………………

Business tax ID……………………………………………

Username……………………………………………

Password……………………………………………

IP address……………………………………………

Device Data……………………………………………

Browser data……………………………………………

Special categories of data (if relevant)

The transfer of special categories of data is not anticipated.

Duration of Processing

The term of the Agreement.

EXHIBIT B – Definitions