PayPal, Inc.
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CONFIDENTIAL
including timing thereof, will be in accordance with terms and conditions established by, and
communicated to you by, Invoice Cloud.
5. 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 and
comply with any rule, guideline, or bylaw of any of the card networks (e.g., Visa, Mastercard, American
Express and Discover) or of the Platform.
6. Liability for Invalidated Payments.
To the extent allowable by law, y
ou are liable for all claims, expenses, fines
and liabilities we
incur arising out of:
a chargeback, refund, over-payment, payment error, or other invalidated
payment you
cause (“Invalidated Payment”); b. any error, negligence, misconduct or fraud by you, your employees, or
someone acting on your behalf; and c. any losses resulting from your failure to comply with the terms of
this Agreement, or your usage of the PayPal Processing Services. Notwithstanding any other provision in
this Agreement, PayPal is not liable for any losses resulting from the settlement and payout of the Indirect
Processing Transaction Volume in accordance with Invoice Cloud’s direction.
7.
Taxes.
You are solely responsible for and obligated to pay any and 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
8. Term and Termination.
The term of this Agreement shall commence as of the earlier of the date you
accept this Agreement online or you begin using the PayPal Processing Services through Invoice Cloud
and shall continue for as long as you are enabled to use the PayPal Processing Services through Invoice
Cloud. After permitted termination by either party, 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.
9. Notices.
Any notices required by this Agreement will be provided to you by Invoice Cloud on our
behalf. Electronic notices and disclosures will 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.
10. Governing Law and Venue.
The laws of the State of
North Carolina
, without regard to principles of
conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between
.
