Nyraa Payment Terms

Payment Terms for Nyraa Services

Thank you for selecting the Services offered by Nyraa LLC and/or its subsidiaries and affiliates, and your interest in becoming a Merchant. Review these Payments Terms for Nyraa Services (“Payment Terms”) thoroughly. These Payment Terms, together with the Nyraa Terms & Conditions of Use and Privacy Policy (“Terms of Serv

ice”) and other policies and documents incorporated or referenced herein and therein, govern your payments made to you and by you in the Services. You hereby acknowledge and agree to the terms set forth below. If you do not agree to these Payment Terms, then you may not make or receive payments using the Services. Capitalized terms used herein but not defined shall have the meanings given to them in the Terms of Service.

1. Payment Terms for Merchants

1.1 Acceptance of Terms. By accepting the Terms of Service, you acknowledge and agree to the commissions, fees, calculations and payout terms set forth below. You agree and authorize us and/or our payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.

1.2 Commission Fee. Unless otherwise agreed by us in writing, we will charge you a commission (the “Commission”) on the pre-tax amount for each transaction between you and the Customer on the Services. The Commission covers our Services fee, credit card processing fees, and the transaction fees charged by PayPal Payouts (as defined below). Commission rates may vary by category, as listed below.

Category	Commission Fee Percentage
Clothing & Accessories	30%

1.3 Calculation. Commissions are calculated based on the dollar amount of the product price, which excludes any applicable taxes and shipping costs. Any items that a Customer marks as damaged or missing are deducted from the payout of the order. If you send a replacement for a damaged or missing item, we will pay you for the invoice value of the replacement item for which payment from the Customer was received by us, less the Commission.

1.4 Payout Schedule. Following a transaction between you and a Customer, we will direct our payment processor, PayPal, to transfer the product price, less the Commission, to your PayPal account on the day after the date we have received the shipping information (as noted in Section 7 of the Merchant Terms) from you. In addition, the full shipping cost as noted in your order will also be transferred to you. This is provided, in each case, that PayPal has received the funds from the Customer and has not flagged the transaction as fraudulent. We are not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. We reserve the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

Simply link your PayPal account in your Merchant Account, for your payment to be transferred automatically.

1.5 Refunds. If a cancellation or return is initiated and a refund is requested, PayPal will take the product price from your PayPal Account (as defined below). If there is an insufficient balance to cover the refund amount in your PayPal Account, this will result in a negative balance in your PayPal Account and Paypal will withdraw the negative balance from your bank account.

2. PayPal Payment Services

2.1 PayPal Payment Services. Nyraa integrates PayPal Payouts, a third party payment processing service provided by PayPal, Inc. or one of its affiliates (collectively, "PayPal"), in order for you to receive payments from your Customers on our platform. To receive payments from Nyraa, you must have a PayPal Business Account. If you don’t have a PayPal Business Account, sign up for one at https://www.paypal.com/us/business. By enrolling in PayPal, you agree to be bound by and comply with the PayPal User Agreement available at https://www.paypal.com/us/legalhub/useragreement-full, along with any other terms, conditions or agreements related to the PayPal, including the PayPal Privacy Statement available at https://www.paypal.com/us/legalhub/privacy-full (collectively, the “Paypal Terms”), as each may be modified by Paypal from time to time. By accepting this Agreement and the PayPal Terms, you acknowledge and agree to the creation of a PayPal Account (as defined in the PayPal Terms) for you, and the collection of verification information in connection with the creation of such PayPal Account. In the event of any inconsistency between this Agreement and the PayPal Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the PayPal Terms specifically concerning the PayPal Payment Services or the PayPal Account, in which case the PayPal Terms shall prevail. The ongoing provision of the PayPal Payment Services to you is subject to you entering into and complying with the PayPal Terms. PayPal Payout fees to send your payments are borne by Nyraa. Any PayPal fees that may be applicable to receive your payments will be borne by you.

2.2 Our Actions and Information Collection. We may need to take additional steps to obtain or provide additional information to, among other things verify a transaction made by you or received by you through the PayPal Payment Services (including after disbursement of the applicable funds) or to correct and/or stop transactions that we believe are erroneous, inaccurate or fraudulent. By using the PayPal Payment Services through the Services platform, whether to send or receive payments, you hereby expressly authorize us and our representatives to take the following actions relating to your use of the Services and the PayPal Payment Services: (i) communicate, transfer and otherwise share Your Data and Connected Account Data (each as defined in the PayPal Terms) with PayPal and access and obtain Your Data from PayPal, (ii) facilitate activity on your behalf, including but not limited to facilitating transactions, refunds and adjustments, and handling disputes related to your PayPal Account, (iii) prevent or delay any additional transfer of funds into or out of your PayPal Account, in order to verify or investigate a transaction; (iv) review, obtain, or request information about any transaction related to your PayPal Account, including data about an order from a third party purchaser that preceded the transaction, and (v) require PayPal to withhold funds owed to you, or demand immediate payment of any amounts deemed necessary by us, for the purpose of refunding third party purchasers or correcting transactions that we determine, in its sole discretion, to be fraudulent. You also authorize us to request PayPal deduct any amounts owed to us from the PayPal Account or from funds from any transactions or chargebacks processed using the PayPal Payment Services or your PayPal Account. You warrant that you have obtained all consents and necessary authorizations to provide Your Data and Connected Account Data and permit the use of such data in accordance with this Agreement.

2.3 Liability for Activity. You understand and agree that you are responsible and liable to us for all Activity (as defined in the PayPal Terms) on your Connected Account(s) (as defined in the PayPal Terms), whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims (each as defined in the PayPal Terms), fines associated with such Activity, or use of the PayPal Payment Services in a manner prohibited under the PayPal Terms). In addition, you are liable for any inaccurate or incomplete information provided to us as part of the onboarding or use of your Connected Account(s). You agree to defend, indemnify, and hold harmless us and our Affiliates and Suppliers from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) Activity on your Connected Account(s), whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the PayPal Payment Services in a manner prohibited under the PayPal Terms) or (ii) any inaccurate or incomplete information provided to us as part of the onboarding or use of your Connected Account(s).

2.4 Additional Payment Processors. We reserve the right, in its sole discretion, to change or add payment processors at any time, subject to the agreement between us and the payment processor. If we change your payment processor, to continue your use of the Services, you must (i) agree to a separate agreement with the new payment processor, including any terms of services of such payment processor, (ii) to the extent necessary, agree to any and all documents necessary to effectuate the transfer of your data and other information between payment processors, and (iii) agree to any other documents and agreements that may be reasonably necessary for the new payment processor to perform its obligations to you.

2.5 Transaction Limits. We may, in our sole discretion and from time to time, impose restrictions or limitations on your use of the PayPal Payment Services in connection with your use of the Services.

2.6 Taxes. You are responsible in determining what, if any, taxes apply to the sale of your items and/or the payments you receive in connection with your use of the PayPal Payment Services ("PayPal Taxes"). You are responsible for assessing, collecting, reporting, and remitting the correct PayPal Taxes to the proper tax authority, whether in your customers’ jurisdictions, your jurisdiction or elsewhere. You agree to indemnify and hold us harmless from and against any tax liability claims that may be assessed against Nyraa in connection with your use of the PayPal Payment Services. Nyraa may receive certain notices or forms, such as tax invoices from PayPal on your behalf (“Tax Forms”). You agree that we may send you Tax Forms and any other tax-related information electronically.