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PayPal, Inc.
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<br />REIMBURSEMENT AND RELEASE AGREEMENT
<br />This Reimbursement and Release Agreement (“Agreement”) is entered into as of October 18th, 2024 (the “Effective
<br />Date”), by and between City of Everett (Everett Animal Shelter) (“Merchant”) with its principal place of business at 333 Smith Island Road, Everett, Washington, 98201 and PayPal, Inc. (“PayPal”), a Delaware corporation having a place of business at 2211 North First Street, San
<br />Jose, California 95153. The aforesaid shall be referred to hereinafter collectively as the “Parties.”
<br />WHEREAS:
<br />A. The Parties have previously entered into one or more agreement(s), certain of which may have been entered into online
<br />(“Original Agreement(s)”) whereby PayPal provides certain online payment processing and/or payment gateway services to Merchant (the
<br />“Services”);
<br />B. In connection to a third party’s unauthorized access leading to refunds to various cards via the Services and the subsequent
<br />withdrawal of the funds by the third party with criminal intent resulting in Merchant incurring certain fees in August 2024 and September 2024
<br />(“August-September Fees”) associated with the refunds (“August-September Issue”);
<br />C. In good faith and entirely out of its goodwill, PayPal agrees to reimburse Merchant, and Merchant agrees to accept from
<br />PayPal, a sum set forth below as reimbursement for the Fees; and
<br />D. Merchant now desires to completely release and discharge PayPal from any and all liabilities, losses, damages, rights, claims
<br />and actions of every kind and nature arising out of or in any way relating to the August-September Issue and the August-September Fees or
<br />PayPal’s reimbursement to Merchant for the August-September Fees.
<br />ACCORDINGLY, in consideration of the foregoing recitals, the promises contained herein, and other good and valuable
<br />consideration, the Parties hereto agree as follows:
<br />1. Payment. In good faith and entirely out of its goodwill, PayPal shall within ten (10) business days of the execution of this
<br />Agreement, PayPal shall pay a total of $5,467.10 US dollars ($5,467.10) for August and $2,656.30 US dollars ($2,656.30) for September to
<br />reimburse Merchant for the August-September Fees.
<br />2. Merchant/PayPal Acknowledgement. Merchant acknowledges and agrees that PayPal asserts that it has no obligation to
<br />reimburse Merchant for the August-September Fees per the Original Agreement(s). Merchant further acknowledges and agrees that this
<br />Agreement or any compensation or reimbursement by PayPal to Merchant under this Agreement does not (i) amend or modify the Parties’
<br />rights and obligations in the Original Agreement(s) or (ii) constitute any admission of liability by PayPal hereto. Paypal acknowledges and
<br />agrees that this Agreement or any compensation or reimbursement by PayPal to Merchant under this Agreement does not (i) amend or modify
<br />the Parties’ rights and obligations in the Original Agreement(s) or (ii) constitute any admission of liability by Merchant hereto.
<br />3. Release. Immediately upon the execution of this Agreement,
<br />(a) Claims. Merchant, on behalf of itself, its present and former affiliates, subsidiaries and parent corporations,
<br />predecessors, successors and assigns, hereby forever releases and discharges PayPal from any and all claims, rights, causes of action, suits,
<br />matters and issues related to the August-September Issue, or PayPal’s reimbursement to Merchant for the August-September Fees, whether
<br />known or unknown, concealed or hidden, suspected or unsuspected, that have been or could have been asserted against PayPal and their
<br />respective present, future, or former parents, subsidiaries or affiliated corporations, divisions, successors and assigns, employees, officers,
<br />directors, agents, accountants, counsel, brokers, resellers and anyone actually or allegedly associated with PayPal or acting on their behalf,
<br />and all of them, from the beginning of time to the present (the “Claim”).
<br />(b) Unknown Claims. To ensure that the release provided in this Agreement is fully enforceable in accordance with its terms,
<br />Merchant knowingly and voluntarily waives any protection that they might have by virtue of Section 1542 of the California Civil Code, which
<br />provides:
<br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
<br />In addition, Merchant hereby knowingly and voluntarily waives any protection that may exist under any comparable or similar statutes and
<br />principles of common law as it pertains to the enforcement of the release provided in this paragraph.
<br />4. Not Used.
<br />5. Independent Advice of Counsel; Preparation of Agreement. In executing this Agreement, the Parties have relied solely
<br />upon their own judgment, belief and knowledge and, to the extent they feel it is necessary, have sought the advice and recommendations of
<br />their own independently selected counsel concerning the nature, extent and duration of their rights and claims relating thereto, the rights
<br />affected by this Agreement, the form and content of this Agreement, and the advisability of entering into and executing the Agreement. No
<br />Party has been unduly influenced to any extent whatsoever by any other Party. The Parties have read this Agreement carefully. The contents
<br />thereof are known and understood by the Parties, and this Agreement is freely and voluntarily signed. This Agreement is the product of
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