PayPal/Sandbox/User Agreement

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THE FOLLOWING DESCRIBES THE TERMS ON WHICH PAYPAL OFFERS YOU ACCESS TO OUR PAYPAL DEVELOPER CENTRAL SERVICES.

This User Agreement ("Agreement") is a contract between you and PayPal, Inc. and applies to your use of the PayPal Developer Central service, the "Sandbox" test environment, and any related products and services available through https://developer.paypal.com (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access the PayPal Developer Central Service. PayPal retains all rights not expressly granted by this Agreement.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the PayPal Developer Central Privacy Policy, before you may sign up for a PayPal Developer Central account. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a PayPal Developer Central user. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of other PayPal Developer Central websites and Services will be governed by the terms and conditions posted on those websites.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site.

In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "PayPal," "we" or "our" will refer collectively to PayPal, Inc. and its subsidiaries.

This Agreement was last modified on September 8, 2004.

Eligibility. In order to use the Service, you must register for a PayPal Developer Central account. Our Services are only available to individuals or businesses that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (under 18), or to persons who are suspended from our Service.

The Legal Relationship between You and PayPal.
2.1 PayPal Developer Central is in "Beta." PayPal Developer Central and the Sandbox are in beta and have not been fully tested or debugged. We disclaim any responsibly of harm that may occur by using PayPal Developer Central or the Sandbox. Furthermore, we do not make any promises or claims as to the availability, or "uptime" of PayPal Developer Central and the Sandbox.

2.2 PayPal Developer Central is a Test Environment. PayPal Developer Central and the Sandbox are test environments. Any accounts or transactions made on PayPal Developer Central or the Sandbox are fake and no real money will change hands.

2.3 No Warranty. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PayPal shall make reasonable efforts to ensure that PayPal Developer Central and its incorporated services function as described. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

2.4 Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.

OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

2.5 Indemnification. You agree to indemnify and hold PayPal, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service.

Your Information and Restricted Activities
3.1 Definition. "Your Information" is defined as any information you provide to us or other users in your registration or use of other features of our Service. You are solely responsible for Your Information, as we act as a passive conduit for your online distribution and publication of Your Information. By signing up to use PayPal Developer Central, you agree that you will provide accurate information during the registration process.

3.2 Restricted Activities. Your Information and your activities through our Service shall not: (a) be false, inaccurate or misleading; (b) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (c) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or (f) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than the testing of PayPal Website Payments, IPN, and API calls, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

3.3 License. Solely to enable PayPal to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. PayPal will use and protect Your Information in accordance with our Privacy Policy.

3.4 Trademarks. PayPal.com, developer.paypal.com, PayPal, and all related logos, products and services described in this website are either trademarks or registered trademarks of PayPal, Inc., or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of PayPal. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PayPal and may not be copied, imitated, or used, in whole or in part, without the prior written permission of PayPal.

Notwithstanding the above, HTML logos provided through PayPal Developer Central or PayPal Website Payments ("Logos") may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to PayPal or the Service. Logos may not be displayed in any manner that implies sponsorship or endorsement by PayPal. PayPal is a payment service, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Access and Interference. Our website contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the PayPal site or any activities conducted on our site. You agree that you will not use any robot, spider, other automatic device, or manual process to create PayPal Developer Central or Sandbox accounts. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you may not perform load testing on our website. Much of the information on our site is proprietary or is licensed to PayPal by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content (except for Your Information) from our website without the prior expressed written permission of PayPal or the appropriate third party. PayPal Developer Central is solely for testing of PayPal Website Payments, IPN, and API calls and cannot be used for any other purpose, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, without prior written consent from PayPal. If you use PayPal Developer Central for any excluded purpose, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

Privacy and Security. We do not sell or rent your personal information to third parties for their marketing purposes without your consent and we only use Your Information as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We understand clearly that you and Your Information are one of our most important assets. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. You should only log in to your PayPal Developer Central account on a page which begins with https://developer.paypal.com/. All of our pages begin with https://developer.paypal.com/ and therefore you should not use any other site that does not begin as such. Our current Privacy Policy is available at https:// developer.paypal.com/. If you object to Your Information being transferred or used in this way, please do not use our Services. Furthermore, PayPal strongly recommends using different and unique passwords for your paypal.com and developer.paypal.com accounts.

Termination or Closing of Your Developer Central or Sandbox Account. You may close your account at any time by contacting us through Customer Service by logging into your Developer Central account and going to the Help Center. You can click on the "Email PayPal Support" link to make your request. If you cannot access your Developer Central account, you can contact customer support at 402-935-2050. Upon closure of a Developer Central or Sandbox account, you will no longer be able to access any of the information stored therein. You will remain liable for all obligations related to your account even after such account is closed. If you do not access your account for a period of three years, it will be terminated.

Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of PayPal. PayPal reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.

Legal Compliance. You shall comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.

Notices.
9.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from PayPal in electronic form. Electronic Communications may be posted on the pages within the PayPal website and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. PayPal reserves the right but assumes no obligation to provide Communications in paper format.

9.2 Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to PayPal Inc., Attn: Legal Department, 2211 North First Street, San Jose, California 95131 (in the case of PayPal) or to our online message center or the email address you provide to PayPal during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to PayPal during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

Legal Disputes. In the event a dispute arises between you and PayPal, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and PayPal agree that any controversy or claim at law or equity that arises out of this Agreement or PayPal's services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, PayPal strongly encourages users first to contact PayPal directly to seek a resolution. PayPal will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

10.1 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or PayPal may elect to resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

10.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Santa Clara County, California or where the defendant is located (in PayPal's case, San Jose, California, and in your case, your home address or principal place of business). You and PayPal agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California.

10.3 Alternative Dispute Resolution. PayPal will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Santa Clara County, California or another location mutually agreed upon by the parties.

10.4 Violations of Section 10. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section 10, the other party may recover attorneys' fees and costs up to $1000.00, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

General. This Agreement is governed by and interpreted under the laws of the state of California, U.S. as such laws are applied to agreements entered into and to be performed entirely within California by California residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 16 hereof, to the extent that the FAA is inconsistent with California law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by PayPal, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections (3) Fees, (2.4) Release, (8) Access and Interference, (2.6) Limitation of Liability, (2.7) Indemnity, and (16) Legal Disputes shall survive any termination or expiration of this Agreement.

Disclosures. The Services are offered by PayPal Inc., located at 2211 North First Street, San Jose, California 95131. If you are a California resident, you may have this same information emailed to you by sending a letter to the address above with your email address and a request for this information.

Disputes between you and PayPal regarding our Services may be reported to Customer Support online through the PayPal Help Center at any time, or by calling (402) 935-2050 from 6 AM to midnight Central Time. Additionally, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.