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Payouts Service Terms

1. Payouts to Card Service. PayPal offers the Braintree Payouts Service, subject to the terms herein and the applicable provisions of the Payment Services Agreement found at https://www.braintreepayments.com/legal/payment-services-agreement-us (the “Agreement”). Merchant agrees to integrate the Braintree Payouts Service in the United States, all in accordance with the Agreement and any Integration Requirements. Merchant may be subject to Integration Approval at PayPal’s discretion. Merchant acknowledges and agrees that its use of the Braintree Payouts Service is subject to any dollar, velocity or other limits (transaction, daily, weekly, monthly or otherwise) as set forth in the Association Rules or as established by PayPal from time to time. Merchant understands that the Braintree Payouts Service is sponsored by the financial institution in accordance with the Commercial Entity Agreement set out at https://www.braintreepayments.com/legal/bank-agreement-payouts, which is incorporated herein by this reference. In addition, Merchant agrees to provide any information regarding the Payouts Recipient to PayPal for any required screening.

2. Fees. Merchant shall pay PayPal the fees for the Braintree Payouts Service in accordance with Section 2 of the Agreement or as otherwise agreed by the Parties in writing.

3. Term. These terms will commence on the date of Merchant’s integration or use of the Braintree Payouts Service (the “Term”) and shall be coterminous with the Agreement unless these terms is terminated earlier pursuant to the provisions herein.

4. Termination. Without limiting either Party’s rights to terminate the Agreement, either Party may terminate Merchant’s use of the Braintree Payouts Service under these terms: (i) for convenience upon ten (10) days’ prior written notice to the other Party; or (ii) upon three (3) days’ prior written notice to the other Party if such Party has breached a provision of the Agreement or these terms and has failed to cure the breach within such three (3) day period.

5. Suspension of the Braintree Payouts Service. PayPal may immediately suspend Merchant’s access to the Braintree Payouts Services if: (i) Merchant has breached the Agreement or these terms; (ii) such suspension is reasonably necessary in PayPal’s discretion to prevent any material loss or risk of loss to PayPal, Merchant or customers of either Party; or (iii) PayPal is required to do so by its sponsoring bank, Visa or MasterCard, or law enforcement agencies.

6. License. During the Term, PayPal grants to Merchant a non-exclusive, non-transferable, non-sublicensable, limited license to integrate certain Braintree Payouts Service APIs (“Payouts APIs”) solely as required and necessary to enable the Braintree Payouts Services in accordance with the Agreement and these terms (the “API License”). The API License does not authorize Merchant to use the Payouts APIs to access, collect, capture, use, store, sell, transfer, copy, or distribute any data for any reason other than to facilitate the Braintree Payouts Service as contemplated herein.

7. API Credentials. PayPal shall provide to Merchant a confidential bearer token (specific to Merchant), that shall permit Merchant to use the Payouts APIs (collectively, “Merchant’s User ID”). Merchant’s User ID is the property of PayPal and may be immediately revoked or terminated by PayPal if Merchant shares the same with any third party, or otherwise breaches the API License, these terms, or the Agreement. Merchant is responsible and liable for all actions taken using Merchant’s User ID.

8. Restrictions. In connection with Merchant’s use of the Payouts APIs, Merchant is specifically prohibited from selling, transferring, sublicensing, or disclosing any data to any third party.

9. API Changes. Merchant shall implement any modification, enhancement, improvement or other change to the Payouts APIs (each an “API Change”), including the implementation of a new, revised or updated Payouts APIs, protocol, configuration, infrastructure or other technical requirements, no later than sixty (60) days following the date PayPal provides written notice of such API Change.

10. Designated Bank Account. Merchant shall designate in writing to PayPal one (1) bank account (each a “Designated Bank Account”) from which PayPal may debit or credit amounts related to the Braintree Payouts Service. Such designation shall include the following information regarding a Designated Bank Account (“Required Information”): (a) bank name, address and contact information; (b) account owner name; (c) ABA routing number; and (d) account number.

11. Funding Braintree Payouts Payments. Subject to Integration Approval, and upon receipt of a proper Payouts Payment request made pursuant to the Integration Requirements, PayPal will initiate a Payouts Payment to the Payouts Recipient in the amount requested by Merchant, provided that Merchant has sufficient funds available with PayPal to cover the amount of such Payouts Payment request plus the applicable fee. If Merchant has insufficient funds for the Payouts Payment request, PayPal will send Merchant an error message and once Merchant has sufficient funds Merchant may initiate a new Payouts Payment.

12. Braintree Payouts Service Liability. Except as explicitly stated below, Merchant shall be fully liable to PayPal for all Payouts Payments and for any funds sent or received by Merchant through the Payouts APIs. Merchant may not reverse or cancel any Payouts Payment once it has been initiated. PayPal shall have no liability for amounts sent by Merchant in error or as a result of fraudulent or negligent actions or inactions of Merchant, or its customers, or errors by third party financial institutions or networks. PayPal shall have no responsibility to reverse any Payouts Payment. In addition, in no event shall PayPal be liable for, and Merchant shall indemnify and hold harmless PayPal (including PayPal’s employees, agents, representatives, successors and permitted assigns) from, any damages arising from Merchant’s breach of these terms or any legal action (i) initiated by Merchant customers, Payouts Recipients or other third parties relating to the Braintree Payouts Service, or (ii) made in connection with any Payouts Payment, unless such legal action relates solely to PayPal’s willful misconduct or its breach of these terms.

13. Representations and Warranties. Merchant represents and warrants that (i) it shall use the Braintree Payouts Service only in compliance with applicable laws, regulations and Association Rules, (ii) it shall obtain all consents from its Customers to use, store and share Payouts Recipient data and (iii) that its applicable privacy policies allow for the sharing of Payouts Recipient data and that it will comply with such policies.

14. General. The Parties agree that all other terms in the Agreement shall remain in full force and effect and are subject to change in accordance with their terms. These terms are hereby incorporated into and made a part of the Agreement. To the extent that these terms conflict with the terms of the Agreement, these terms shall control with respect to the Braintree Payouts Service and to the extent of such conflict. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.

15. Defined Terms.

a. “Integration Approval” means confirmation by PayPal that Merchant’s integration of the Payouts APIs and the Braintree Payouts Service complies with the Integration Requirements.

b. “Integration Requirements” means the documentation on PayPal’s website, including but not limited to the “Solution Design Document” provided to Merchant by PayPal detailing the development work to be undertaken by Merchant hereunder including the technical specifications for integrating the Braintree Payouts Service and the Payouts APIs as contemplated under these terms. The Solution Design Document is subject to mutual agreement by the Parties and may be subject to change from time to time during the Term. The Integration Requirements are incorporated herein by this reference.

c. “Payouts Payment” means a payment made to a Payouts Recipient using the Braintree Payouts Service.

d. “Payouts Recipient” means the cardholder of an eligible Visa or Mastercard branded card, identified by Merchant as the intended recipient of a Payouts Payment.

e. “Braintree Payouts Service” means the functionality and APIs provided by PayPal to Merchant that enables Merchant to send payments directly to a recipient’s bank account by crediting the recipient’s eligible Visa or Mastercard branded card that is linked to the recipient’s bank account.