Commercial Entity Agreements

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• Bancorp Bank Commercial Entity User Agreement
• Global Payments Commercial Entity User Agreement

Bancorp Bank Commercial Entity User Agreement

Effective Date: 1 November 2023

This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to Disbursers (“Disburser” or “you”) who use the Hyperwallet Services in the United States.

This CEA constitutes your separate legally binding contract between (1) you, as a Disburser, and (2) The Bancorp Bank (“Member”). In this CEA “we”, “us” and “our” also refer to Member. Disburser has agreed, or prior to using the Hyperwallet Services, will agree, to a merchant agreement (the “Merchant Agreement”) with PayPal, Inc. (or its affiliates) (collectively, “PayPal”), which sets forth requirements regarding the Hyperwallet Services and the terms of which are incorporated into this CEA by reference. Member may terminate its sponsorship services provided by Member to PayPal and you in connection with your use of the Hyperwallet Services. Capitalized terms that are not defined in this document have the definitions assigned to them in the Merchant Agreement.

You agree to the terms and conditions of this CEA and any documents incorporated by reference. Disburser further agrees that this CEA forms a legally binding contract between it and Member. Any rights not expressly granted herein are reserved by Member.

1. Purpose of this CEA. When you use the Hyperwallet Services to disburse your funds via an eligible card branded with a Card Network trademark (“Card Payment”), Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (individually, a “Card Network” and collectively the “Card Networks”) require that you enter into a direct contractual relationship with a bank who is a member of the Card Networks. By entering into the CEA, you are fulfilling the Card Networks’ rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Card Networks rules as they pertain to the Card Payments you initiate through the Hyperwallet Services.
2. Card Networks Rules. You agree to follow all requirements of this in connection with each Card Payment and to comply with Visa and MasterCard, and all other applicable Card Networks’ Rules.
   • A. Access to Cardholder Data. You acknowledge that you may have access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for Card Payments through the Hyperwallet Services. If you receive Cardholder Data in connection with the Hyperwallet Services, you agree that you will not (i) use the Cardholder Data for any purpose other than for Card Payments, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Networks’ Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Member, PayPal, Visa or MasterCard (as applicable) or in response to a government request. If you receive Cardholder Data in connection with the Hyperwallet Services, you agree (x) to promptly notify Member (or another Card Network member if so appropriate) and PayPal of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
   • B. PayPal Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. For online transactions, you must include the address of your permanent establishment on your website.
   • C. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the Hyperwallet Services for illegal purposes and will not interfere or disrupt networks connected with the Hyperwallet Services. For online transactions, you agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
   • D. Minimum or Maximum/Surcharges; Taxes. Nothing in the Agreement shall prohibit Disburser from surcharging in connection with a Card Payment as a condition of accepting or providing disbursements to Visa and MasterCard Cards; provided, however, Disburser agrees to comply with applicable law and/or rules of the payment networks with respect to such surcharging. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
3. Payment Instructions: You authorize and direct us to receive and send all amounts due between us and you hereunder from and to PayPal, who shall serve as your agent for purposes of the Hyperwallet Services and shall be responsible for receiving and disbursing such amounts on your behalf.
4. Term and Termination. This CEA is effective upon the date you agree to use the Hyperwallet Services, and continues so long as you use the Hyperwallet Services. This CEA will terminate automatically upon any termination or expiration of your Merchant Agreement or, if earlier, upon the date that you cease to use the Hyperwallet Services, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, the Merchant Agreement, or (ii) the termination of the sponsorship relationship between PayPal and Member.
5. Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this CEA; (b) Your or your employees’ negligence or willful misconduct, in connection with Card Payments; (c) any third party indemnifications Member is obligated to make as a result of your actions (including indemnification of any Card Networks or card issuing bank).
6. Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
7. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall Member, or its affiliates or any of its respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, Member’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all your transactions, expressed as a U.S. dollar amount, processed under this CEA.
8. Governing Law; Arbitration. Governing law with respect to this CEA shall be Delaware, U.S. Any dispute with respect to this CEA between you and The Bancorp Bank, as Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be New Castle County, Delaware.
9. Assignment; Amendments. This CEA may only be assigned Disburser in connection with a permitted assignment under the Merchant Agreement. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time by notice, or by PayPal posting a revised version to the PayPal website(s). The revised version will be effective at the time PayPal posts it. If the revised version includes a substantial change, Member will provide you with 30 days’ prior notice of such change. If you continue to use the Hyperwallet Services after this 30 day notice, you will be considered to have expressly consented to all changes to the CEA. For purpose of this CEA, a “substantial change” will be any change that reduces your rights or increases your responsibilities.
10. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
11. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between you and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
12. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.

Global Payments Commercial Entity User Agreement

This Commercial Entity Agreement for Hyperwallet Services (“Commercial Entity Agreement” or “CEA”) is provided to all Disbursers (“Disburser” or “you”) who use the PayPal Hyperwallet Service in Europe and/or in the United Kingdom. This CEA constitutes Merchant’s separate legally binding contract for Hyperwallet Services between (1) you, as a Disburser; and (2) Member (as defined below) (also referred to as “we”, “us”, and “our”). Disburser has agreed, or prior to using the Hyperwallet Services, will agree, to a merchant agreement (the “Merchant Agreement”) with PayPal (Europe) S.à r.l. et Cie, S.C.A. or PayPal UK Ltd (or its affiliates) (collectively “PayPal”), which sets forth requirements regarding the Hyperwallet Services and the terms of which are incorporated into this CEA by reference.

For the purpose of this CEA, “Member” shall mean (a) GPUK LLP, a limited liability partnership in the United Kingdom (“GPUK”), (b) Global Payments Europe s.r.o., a limited company in the Czech Republic (“GPE”), or (c) Global Payments Limited, a limited company in Malta (“GPM”).

Any reference to the Merchant Agreement shall mean the Merchant Agreement made between Disburser and PayPal.

By accepting the Commercial Entity Agreement, Disburser agrees to the terms and conditions of this CEA and any documents incorporated by reference. Disburser further agrees that this CEA forms a legally binding contract between Disburser and Member. Any rights not expressly granted herein are reserved by Member. Descriptions of material amendments to this CEA will be provided as applicable. Any capitalised terms used in this CEA and not otherwise defined shall have the meanings set forth in the Merchant Agreement.

1. Purpose of this CEA. When you use the Hyperwallet Services to disburse your funds via an eligible card branded with the logo or mark of an eligible card network (“Card Payment”), Visa U.S.A., Inc. and Visa International (“Visa”) and Mastercard International Incorporated (“Mastercard”) (individually, a “Card Network” and collectively the “Card Networks”) require that you enter into a direct contractual relationship with a financial institution who is a member of the Card Networks. By entering into the CEA, you are fulfilling the Card Networks’ rule of entering into a direct contractual relationship with a member financial institution, and you are agreeing to comply with Card Networks rules as they pertain to the Card Payments you initiate through the Hyperwallet Services.
2. Card Networks. Visa and Mastercard have developed rules and regulations (the “Card Network Rules”) that govern their member financial institutions and merchants in the procedures, responsibilities and allocation of risk for payments made through the Card Networks. By accepting this CEA, Disburser is agreeing to comply with all such Card Network Rules.
3. Payment Instructions: You authorize and direct us to receive and send all amounts due between us and you hereunder from and to PayPal, who shall serve as your agent for purposes of the Hyperwallet Services and shall be responsible for receiving and disbursing such amounts on your behalf.
4. Term and Termination. This CEA is effective upon the earlier of (a) the date Disburser accepts the terms and conditions set out herein or (b) Disburser commences using the Hyperwallet Services, and continues so long as Disburser uses the Hyperwallet Services or until terminated by Disburser or Member, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification and chargeback obligations and limitations of liability) shall so survive termination. This CEA may be terminated by Member at any time based on a breach of any of Disburser’s obligations hereunder or for any other reason that Member deems exceptional. This CEA will terminate automatically upon any termination of Disburser’s Merchant Agreement or the termination of the sponsorship relationship between PayPal and Member.
5. Indemnification. Disburser agrees to indemnify, defend, and hold Member harmless from and against all losses, liabilities, damages and expenses (including legal fees and collection costs) which the Member and/or their affiliates or agents may suffer or incur arising from any breach of any warranty, covenant or misrepresentation by Disburser under this CEA, or arising as a result of any tortious conduct by Disburser or Disburser’s employees or agents, in connection with Card transactions or otherwise arising from Disburser’s contravention of any legal requirements.
6. Arbitration. Any dispute with respect to this CEA between Disburser and Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by arbitration in London, England, conducted in English by a single arbitrator in accordance with the ICC Rules. The parties agree to waive any right of appeal against the arbitration award. In the event of a failure by the parties to agree on the sole arbitrator within 30 days of one party calling upon the other to do so, one shall be appointed by the ICC.
7. Assignment/Amendments. This CEA may not be assigned by Disburser without the prior written consent of Member. Member may assign their rights under this CEA without Disburser’s consent.
   Member may amend this CEA at any time by notice, or by PayPal posting a revised version to the PayPal website(s). The revised version will be effective at the time PayPal posts it. If the revised version includes a substantial change, Member will provide you with 30 days’ prior notice of such change. If you continue to use the Hyperwallet Services after this 30 day notice, you will be considered to have expressly consented to all changes to the CEA. For purpose of this CEA, a “substantial change” will be any change that reduces your rights or increases your responsibilities. You may not amend this CEA without Member’s written agreement.
8. Warranty disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
9. Logo usage. In using each other’s logos and other trademarks, each agrees to follow the guidelines prescribed by the other, as notified by the parties to each other from time to time.
10. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including PayPal. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and wilful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
11. Enforceability. No term of this CEA shall be enforceable by a third party and in particular a person who is not a party to this CEA has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy any of the benefits of this CEA (being a person other than the parties and their permitted successors and assignees).
12. Governing Law. Governing law with respect to this CEA shall be the laws of England and Wales. Each party hereby submits to the non-exclusive jurisdiction of the courts of England and Wales.
13. Waiver. The failure of a party to assert any of its rights under this CEA, including, but not limited to, the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
14. Relationship between the Parties. No Partnership or Agency; Independent Contractors. No agency, partnership, joint venture or employment relationship is created between Disburser and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this CEA will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
15. No Illegal Use of Services. Disburser will not access and/or utilise the Hyperwallet Services for illegal purposes and will not interfere or disrupt networks connected with the Hyperwallet Services.
16. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.