Invoicing Terms and Conditions

When you send an invoice as a payment request to your customer for the sale of goods or services, the customer may see one or more Payment Types to choose from. Payment Types are made available at PayPal’s discretion and may differ by account type. The rate you pay for an Invoicing Transaction will depend on the Payment Type chosen by your customer at the time the customer pays the invoice, as set forth on the Fees page. PayPal offers services to you that allow your customers to pay invoices using their bank account as the Payment Type via Automated Clearing House (“ACH”). To the extent that you use ACH services, you must comply with the additional obligations set forth in the ACH Service Terms (below).

When using Invoicing, you acknowledge and agree that you are solely responsible for, and we will have no liability in respect of, the following: (1) creating, managing, and administrating invoices generated through the use of Invoicing in accordance with all applicable laws, rules, and regulations; (2) the accuracy and completeness of your invoices, including the calculation and remittance to any governmental authority of any applicable tax associated with the goods or services that are the subject of the invoice; (3) ensuring that each of your customer/payer invoice recipients has consented to receive invoices from you via PayPal by email or text message, as applicable; (4) ensuring that your customers/payers pay in accordance with the invoice issued through the use of Invoicing; (5) the customer/payer recipient of the invoice having such technical installations, firewalls, domains, software etc. that make it impossible to receive electronic messages; (6) providing support, in the event such is required, to your customer/payer concerning any invoice issued through the use of Invoicing, regarding the products and/or services provided by you; and (7) providing all legally required notices and obtaining all necessary authorizations to share personal data with PayPal.

If you are subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as a Covered Entity or Business Associate (as defined in HIPAA), you covenant and agree that you will not use Invoicing in a manner that causes PayPal to create, receive, maintain or transmit Protected Health Information (PHI) on your behalf.

If you sync your Invoicing data with your third-party accounting software provider PayPal will send data to your third-party accounting software provider based on your instruction. You are responsible for the accuracy of, completeness of, and your reliance on the data that you instruct us to send to your third-party accounting software provider.

We may amend or otherwise revise these Invoicing Terms in accordance with the terms of the PayPal User Agreement.

1. ACH Service. PayPal offers services that allow you to originate Automated Clearing House (“ACH”) credit and debit entries to a bank account (the “ACH Service”) and you desire to use such services. Such entries are sent by PayPal, acting as a Third-Party Sender, to the Originating Depository Financial Institution (the "ODFI"), which it forwards through the ACH system to the Receiving Depository Financial Institution (the "RDFI"), who debits or credits the bank account of your customer (the "Receiver"). Capitalized words and phrases used and not otherwise defined in these ACH Service Terms have the same meaning as given to them in the Agreement or in the operating rules and guidelines of the National Automated Clearing House Association (administrator of the ACH network - “Nacha”), as amended from time to time (the "Nacha Rules", is available on Nacha's website). You must not originate entries on behalf of any third-party.
2. Part of Invoicing Services. Merchant agrees that the ACH Service shall be deemed part of Invoicing services under the Invoicing Terms and Conditions.
3. Fees. Merchant will pay PayPal the fees and charges related to the ACH Service located on the Fees Page. Such other amounts shall include, without limitation, any amounts charged by Nacha in connection with your use of Invoicing. Any amounts owed to PayPal under these terms may be deducted from any amount owed to you, any amount in your balance or debited from your bank account.
4. Compliance. You agree to (i) undertake the responsibilities of an Originator under the Nacha Rules and to comply with and be bound by such rules and other applicable laws and regulations related to use of the ACH network (as may be amended); and (ii) not originate entries that violate these ACH Service Terms, laws of the United States and/or the Nacha Rules.
5. Authorization to Originate Entries. You authorize PayPal and the ODFI to originate entries on your behalf to your Customer’s accounts in accordance with the Nacha Rules.
6. Transaction Limits. You must operate and use the ACH Service in accordance with the transaction limits set by PayPal and/or the ODFI in accordance with the Nacha Rules. PayPal can modify the applicable transaction limits upon reasonable notice.
7. Additional Obligations.

Debit Web Entries. To the extent that you originate Debit WEB entries, you must:

• establish and implement a commercially reasonable (i) fraudulent transaction detection system to screen entries (which must, at a minimum, validate the account to be debited prior to the first use of any account number, and for any subsequent changes to the account number), and (ii) method of authentication to verify the identity of the Receiver of a debit entry and that the routing number is valid; and
• conduct, or have conducted on your behalf, annual audits to ensure that the financial information you obtain is protected by security practices and procedures that include, at a minimum, adequate levels of: (i) physical security to protect against theft, tampering, or damage; (ii) personnel and access controls to protect against unauthorized access and use; and (iii) network security to ensure secure capture, storage, and distribution.

Account Validation. PayPal may offer you the ability to validate your customer’s bank account information (including, but not limited to, account number, routing number and/or account holder name) in connection with the ACH Services. To the extent that you use any account validation method offered by PayPal, you must comply with the ACH Services Addendum set forth in Attachment 1 below.

8. ACH Entries.
1. UCC 4A Notice. In relation to credit entries subject to Article 4A of the Uniform Commercial Code, you acknowledge that: (i) the entry may be transmitted through ACH; (ii) your rights and obligations concerning the entry are governed by and construed in accordance with the laws of the State of Delaware; (iii) any credit given by the RDFI to the Receiver for the entry is provisional until the RDFI has received final settlement (through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A); and (iv) if the RDFI does not receive such payment for the provisional entry, the RDFI is entitled to a refund from the Receiver in the amount of the credit to the Receiver’s account, and you (acting as Originator) will not be considered to have paid the amount of the credit entry to the Receiver. You agree that you are responsible for all refunds, and PayPal shall have the right to be reimbursed by you for any and all such refunds or other amounts that are charged to PayPal in connection with the ACH Service. PayPal can deduct such amounts from any payout to you.
2. Payment to ODFI. You agree to pay the ODFI for any ACH credit entries or returned ACH debit entries if PayPal fails to pay the ODFI for such entries.
3. Cancellation or Amendment. You shall not have the right to cancel or amend an ACH transaction entry after its receipt by PayPal, except as permitted or required by the Nacha Rules.
4. Inconsistency of Name and Number. If an entry describes a financial institution or the Receiver of an entry inconsistently by name and account or other identifying number, the account or other identifying number can be relied upon and the name disregarded.
5. Satisfaction of Customer Debt. If a transaction is reversed, you acknowledge that, as between you and your customer, your customer's debt to you is satisfied when PayPal receives funds from the ODFI in payment of that debt, subject only to a reversal of such payment.
9. Audit. You must comply with any request made by PayPal, the ODFI, their personnel, auditors and/or representatives for data and records relating to the initiation of entries for the purpose of performing audits to verify your compliance with these ACH Service Terms and the Nacha Rules, as well as any other information reasonably requested by PayPal or the ODFI relating to entries originated by you.
10. Representations & Warranties. You represent and warrant to PayPal, as an Originator of entries under the Nacha Rules, that: (a) no entry delivered to PayPal or the ODFI, if accepted by the ODFI, will cause PayPal or the ODFI to be in violation of any regulation or sanction administered by the federal or state government or otherwise causes PayPal or the ODFI to be in violation of federal or state law or the Nacha Rules; and (b) you make the same warranties to PayPal that PayPal, as Third-Party Sender, makes under the Nacha Rules to any ODFI when PayPal transmits an entry.
11. Indemnification. You agree to indemnify, defend and hold PayPal, the ODFI, any third-party and their employees, officers, directors and agents, harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys’ fees and costs) resulting directly or indirectly from or arising out of (a) your breach of the Nacha Rules or of these ACH Service Terms; (b) any claim that PayPal is responsible for your acts or omissions; and (c) compliance by PayPal, the ODFI and the RDFI with any request you make for a cancellation, reversal or recall of any entry. PayPal shall have no responsibility for any delay by any ODFI, ACH Operator or RDFI in processing any entry PayPal transmits to the ODFI or failure to process or credit or debit any such entry.
12. Termination. PayPal and/or the ODFI may terminate or suspend your use of the ACH Service for violation of any Nacha Rules, including, without limitation, acceptable limits for ACH returns.
13. Relationship to the Invoicing Terms and Conditions. These terms are hereby incorporated into and made a part of the Invoicing Terms and Conditions. To the extent that these terms conflict with the terms of the Invoicing Terms and Conditions, these terms will control with respect to the ACH Service and to the extent of such conflict.

ACH SERVICES ADDENDUM

This ACH Services Addendum (this “Addendum”) forms part of the ACH Service Terms and is incorporated by reference therein. In the event there is any conflict between the terms of this Addendum and the ACH Service Terms, the terms of this Addendum will control. Capitalized terms used but not defined in this Addendum have the meaning set out in the ACH Service Terms.

ADDITIONAL TERMS APPLICABLE TO THE ACCOUNT VALIDATION METHODS OFFERED BY PAYPAL

1. PayPal may offer to you the ability to validate bank account information (including, but not limited to, account number, routing number, and/or account holder name) in connection with the ACH Services (“Account Validation”). In that case, PayPal may share personal, financial, and/or transaction data (“Data”) related to your customers with PayPal’s third-party service providers (“Account Validation Providers”) and they may collect certain Data related to such customers from third-party information sources where they hold bank accounts (“Data Sources”) and share it with PayPal. You agree to use the Account Validation methods offered by PayPal in compliance with this Addendum, the ACH Service Terms, the Nacha Rules, applicable laws and regulations.
2. To the extent that you obtain access to Data or to any system or technology in connection with the Account Validation methods offered by PayPal, you must, except to the extent prohibited by applicable legal, regulatory or law enforcement requirements:
1. follow a written privacy policy describing how you use, collect, store, handle and share Data. Your customers must be able to access the privacy policy and you must clearly and conspicuously reference or display such policy (including, at a minimum, via a link on your website and within your mobile application, if applicable);
2. when applicable, obtain customer consent for you to use, collect, store, handle and share customer Data in accordance with your privacy policy;
3. obtain customer consent to Account Validation Providers’ terms and conditions presented to you customer;
4. if any customer submits a request to delete its Data, promptly: (i) delete using an industry standard method that ensures the deletion is permanent and information unrecoverable (“Securely Delete”), subject to any legal or regulatory requirements to maintain copies, and (ii) notify PayPal;
5. develop, maintain and implement a comprehensive written information security program that includes, without limitation: (a) technical, physical, and administrative/organizational safeguards designed to ensure the security, integrity and confidentiality of Data and protect it against any anticipated threats, hazards or Security Issue (as defined below); and (b) regular testing or otherwise monitoring of the effectiveness of your information safeguards;
6. use commercially reasonable efforts to prevent a Security Issue and Securely Delete all Data that may be at risk from a Security Issue upon PayPal’s request;
7. promptly inform PayPal if any competent authority, regulator or public authority requests disclosure of, or information about, the Data that is processed in connection with any Account Validation methods and cooperate with PayPal as reasonably necessary to comply with any direction or ruling made by such authorities;
8. obtain PayPal’s approval prior to the publication or communication of any filings, communications, notices, press releases or reports related to any Security Issue that expressly mentions PayPal or Account Validation Providers; and
9. only use, store, host, or process Data within the United States of America.
2. 1. For purposes if this Addendum, “Security Issue” means any: (i) unauthorized or unlawful access, transmission, corruption, deletion, or use of any Data; (ii) unauthorized access to systems storing, processing, or providing access to the same; (iii) your material failure to comply with your information security requirements; or (iv) any reasonably suspected case of, or flaw in, your policies, procedures, or systems reasonably likely to give rise to an incident as described above;
3. You must not (a) attempt to gain unauthorized access to the Account Validation methods offered by PayPal or its related systems or networks; (b) access and/or engage in any use of Account Validation methods in a manner that abuses or materially disrupts PayPal’s or Account Validation Providers’ networks, security systems, and/or websites; (c) interfere with or disrupt the integrity or performance of Account Validation methods or third-party data contained therein; (d) access or use Account Validation methods for fraudulent or unlawful purposes or otherwise in violation of the Nacha Rules or court orders; (e) access or use Account Validation methods for purposes of competitive analysis of the Account Validation, the development, provision or use of a competing software service or product; (f) retain, save or otherwise maintain any user credentials or other information that could be used to access customer’s Data (except for customers saving their own user credentials); (g) use any “screen scraping” process(es) to obtain customer Data directly or indirectly from any of the Data Sources from which PayPal or Account Validation Providers obtain customer Data on behalf of customer through the use of registration data (and not APIs or data feeds provided by or on behalf of PayPal or Account Validation Providers); (h) in connection with cross-border transfer, export or re-export the Account Validation methods and/or any related system or technology; (i) use or disclose Data for any purpose that is not expressly permitted under this Addendum or by an explicit consent given by your customer (if applicable); (j) sell, resell, license, transfer, or otherwise disclose Data to any other party, unless required by the Nacha Rules and or applicable laws or regulations; and (i) use the Account Validation methods and/or the Data obtained from them for any purpose that would reasonably be expected to implicate the Fair Credit Reporting Act (FCRA).
4. If you become aware of any actual or threatened Security Issue or violation of its obligations under this Addendum, you must: (i) notify PayPal of any such actual or threatened Security Issue or violation and the corrective action taken or to be taken, within 48 hours of its discovery; and (ii) remediate or implement a plan to remediate the issue and mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to Account Validation methods) within the period determined by PayPal and communicated to you in writing. PayPal may report any Security Issue, investigations and/or remediation efforts to Account Validation Providers.
5. PayPal may immediately suspend your access to the Account Validation methods and related Data, systems and/or technology, in whole or in part if PayPal reasonably believes that you violated any of your obligations under this Addendum or if it becomes aware of a Security Issue. In such cases, PayPal will use commercially reasonable efforts to give prior notice of any suspension but may immediately suspend access without prior notice if appropriate under the circumstances to protect customers or Account Validation Providers from harm. PayPal may notify an Account Validation Provider of any condition permitting suspension (and related circumstances) if the condition relates to Data obtained from such Account Validation Provider (including the nature of such condition, whether access has been suspended, and the status of your efforts to cure the condition).
6. NEITHER PAYPAL NOR ANY ACCOUNT VALIDATION PROVIDER MAKE ANY WARRANTIES TO YOU OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE). PAYPAL, ACCOUNT VALIDATION PROVIDERS AND RELATED PARTIES WILL HAVE NO LIABILITY WHATSOEVER TO YOU RELATING TO (i) ACCESSING OR USING DATA; (ii) FOR ANY EXPENSES, LOSSES, OR DAMAGES RELATING TO YOUR ACCESS OR USE OF DATA, FOR ANY LOST PROFITS OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES. THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE FORM OF ACTION UNDER WHICH RECOVERY FOR ANY LOSS, DAMAGE, OR EXPENSE IS SOUGHT (INCLUDING NEGLIGENCE).
7. During the term of this Addendum, and for six (6) years thereafter (or a longer period if required under applicable law or regulation), you must keep documentation/records related to your use of the Account Validation methods and provide PayPal with access to such documentation/records upon request. PayPal may, by itself or through a third-party, audit your policies, procedures, books and records, data, systems, and activities to verify your compliance with this Addendum, including, but not limited to, the examination of your policies and/or procedures: (i) for ensuring the security and integrity of your systems for accessing, storing, and using Data; and (ii) in connection with FCRA related requirements, where applicable. You represent and warrant that the documents, information, responses, and materials that you provide to PayPal are true and accurate in all material respects. You agree that PayPal may provide such information to Account Validation Providers and/or Data Sources.
8. If any inconsistency exists between this Addendum and any applicable law or regulation (including rules implementing Section 1033 of the Consumer Financial Protection Act of 2010), then the terms of the applicable law and/or regulation shall control.