USER: PayPal, Inc. is providing the Software and Documentation
for use under the terms of this Agreement. Any use, reproduction,
modification or distribution of the Software or Documentation, or any
derivatives or portions hereof, constitutes your acceptance of this
As used in this
Agreement, "PayPal" means PayPal, Inc. "Software" means the
software code accompanying this agreement. "Documentation"
means the documents, specifications and all other items accompanying
this Agreement other than the Software.
GRANT Subject to the terms of this Agreement, PayPal hereby grants you
a non-exclusive, worldwide, royalty free license to use, reproduce,
prepare derivative works from, publicly display, publicly perform,
distribute and sublicense the Software for any purpose, provided the
copyright notice below appears in a conspicuous location within the
source code of the distributed Software and this license is distributed
in the supporting documentation of the Software you distribute.
Furthermore, you must comply with all third party licenses in order to
use the third party software contained in the Software.
Subject to the
terms of this Agreement, PayPal hereby grants you a non-exclusive,
worldwide, royalty free license to use, reproduce, publicly display,
publicly perform, distribute and sublicense the Documentation for any
purpose. You may not modify the Documentation.
No title to the
intellectual property in the Software or Documentation is transferred
to you under the terms of this Agreement. You do not acquire any
rights to the Software or the Documentation except as expressly set
forth in this Agreement.
If you choose to
distribute the Software in a commercial product, you do so with the
understanding that you agree to defend, indemnify and hold harmless
PayPal and its suppliers against any losses, damages and costs arising
from the claims, lawsuits or other legal actions arising out of such
distribution. You may distribute the Software in object code form
under your own license, provided that your license agreement:
(a) complies with the terms and conditions of this license agreement;
(b) effectively disclaims all warranties and conditions, express or implied, on behalf of PayPal;
(c) effectively excludes all liability for damages on behalf of PayPal;
(d) states that any provisions that differ from this Agreement are offered by you alone and not PayPal; and
states that the Software is available from you or PayPal and
informs licensees how to obtain it in a reasonable manner on or through
a medium customarily used for software exchange.
2. DISCLAIMER OF WARRANTY
THE SOFTWARE AND DOCUMENTATION TO YOU ONLY ON AN "AS IS" BASIS WITHOUT
WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. PAYPAL MAKES NO WARRANTY THAT THE SOFTWARE OR
DOCUMENTATION WILL BE ERROR-FREE. Each user of the Software or
Documentation is solely responsible for determining the appropriateness
of using and distributing the Software and Documentation and assumes
all risks associated with its exercise of rights under this Agreement,
including but not limited to the risks and costs of program errors,
compliance with applicable laws, damage to or loss of data, programs,
or equipment, and unavailability or interruption of operations.
Use of the Software and Documentation is made with the understanding
that PayPal will not provide you with any technical or customer support
or maintenance. Some states or jurisdictions do not allow the
exclusion of implied warranties or limitations on how long an implied
warranty may last, so the above limitations may not apply to you.
To the extent permissible, any implied warranties are limited to ninety
3. LIMITATION OF LIABILITY
PAYPAL AND ITS
SUPPLIERS SHALL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING OUT OF THIS
AGREEMENT OR FROM THE USE OF THE SOFTWARE OR DOCUMENTATION. IN NO
EVENT WILL PAYPAL OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES
INCLUDING LOST PROFITS, LOST SAVINGS, COSTS, FEES, OR EXPENSES OF ANY
KIND ARISING OUT OF ANY PROVISION OF THIS AGREEMENT OR THE USE OR THE
INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED AND
UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR
TORT INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. PAYPAL'S AGGREGATE LIABILITY AND
THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND
4. TRADEMARK USAGE
PayPal is a
trademark PayPal, Inc. in the United States and other countries.
Such trademarks may not be used to endorse or promote any product
unless expressly permitted under separate agreement with PayPal.
under this Agreement shall terminate if you fail to comply with any of
the material terms or conditions of this Agreement and do not
cure such failure in a reasonable period of time after becoming aware
of such noncompliance. If all your rights under this Agreement
terminate, you agree to cease use and distribution of the Software and
Documentation as soon as reasonably practicable.
6. GOVERNING LAW
AND JURISDICTION. This Agreement is governed by the statutes and laws
of the State of California, without regard to the conflicts of law
principles thereof. If any part of this Agreement is found void
and unenforceable, it will not affect the validity of the balance of
the Agreement, which shall remain valid and enforceable according to
its terms. Any dispute arising out of or related to this
Agreement shall be brought in the courts of Santa Clara County,