September 27, 2006
This Terms of Service is a legal agreement between you and
Google Payment Corp. a wholly-owned subsidiary of Google
Inc. (“Google”), that governs your access to and use of
Google Checkout as a purchaser of merchandise, goods, or
services. Please review this entire Terms of Service before
you decide whether to accept it and continue with the
registration process.
BY CLICKING ON THE "AGREE AND CONTINUE" BUTTON ON THE
REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THIS TERMS OF
SERVICE.
1. Certain Defined Terms
The following defined terms appear in this Terms of Service.
- "You", “you” or "Buyer": A Customer that applies to, or registers to use, or uses, the Service to make Payment Transactions.
- Customer: A person that registers with the Service as a Buyer or a Seller.
- Seller: A Customer that uses the Service to process Payment Transactions from Buyers.
- Google Web Sites: The web site pages of GPC, Google or a Google-affiliated or partner company.
- Payment Instrument: The credit card or debit card that is registered by a Customer with the Service to facilitate the processing of Payment Transactions. The Payment Instrument must be associated with a billing address in a country where the Service is made available.
- Payment Transaction: The processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer’s Payment Instrument and the crediting of funds to a Seller.
- Product: Any merchandise, good or service that is listed for sale that a Buyer may pay for using the Service.
- Purchase Amount: The dollar amount of a Payment Transaction to pay for a Product, and any related fees, taxes or shipping charges, as applicable.
- Service: The Google Checkout service, described in this Terms of Service, that facilitates the processing of Payment Transactions on behalf of a Seller.
- “GPC”, “we”, or “us”: Google Payment Corporation.
2. Requirements for Registration
In order to use the Service, you must complete all required
information elements on the Service registration web pages.
You must register a valid credit or debit card as a Payment
Instrument to make Payment Transactions and pay fees and
other obligations arising from your use of the Service. You
must provide current, complete and accurate information and
maintain it as current and accurate. We may require you to
provide additional information as a condition of continued
use of the Service, or to assist in determining whether to
permit you to continue to use the Service.
You authorize us to confirm that your Payment Instrument is
in good standing with the issuing financial institution,
including, but not limited to, by submitting a request for a
payment authorization and/or a low dollar credit and/or
debit to the Payment Instrument, in accordance with the
relevant card association rules. You also authorize us to
obtain from time to time a credit report and/or to otherwise
make credit or other background inquiries as we deem
appropriate to evaluate your registration for or continued
use of the Service
We, in our sole and absolute discretion, may refuse to
approve or may terminate existing registrations with or
without cause or notice, other than any notice required by
any applicable law, and not waived herein.
By agreeing to this Terms of Service for Buyers, you
represent that you are:
- 18 years old or older; and
- capable of entering into a legally binding agreement.
If you are a business entity, you also represent that you are:
- duly authorized to do business in the country or countries where you operate; and
- your employees, officers, representatives, and other agents accessing the Service are duly authorized to access the Service and to legally bind you to these Terms of Service and all transactions conducted under your username and password.
3. Payment Transaction Processing
The Service facilitates the processing of Payment
Transactions to complete a payment for a purchase between a
Buyer and a Seller. The Service will store information from
Buyers, such as their Payment Instruments and shipping
information, and will process Payment Transactions on behalf
of Sellers through the appropriate credit card or debit card
network. GPC may delay payment processing of suspicious
transactions or transactions which may involve fraud,
misconduct, or violate applicable law, this Terms of Service
for Buyers, or other applicable GPC or Service policies, as
determined in GPC’s sole and absolute discretion. Buyer
authorizes the charge or debit to Buyer’s Payment Instrument
as necessary to complete processing of a Payment
Transaction. Buyer also authorizes the crediting to Buyer’s
Payment Instrument in connection with reversals, refunds, or
adjustments through the Service.
You acknowledge and agree that your purchases of Products
are transactions between you and the Seller, and not with
GPC, Google or any of GPC’s affiliates. GPC is not a party
to your purchase of Products, and GPC, Google, or other GPC
affiliates are not a buyer or a seller in connection with
any Payment Transaction, unless expressly designated as such
in the listing of the Product on a Google Web Site.
4. Permissible Payment Transactions
You may only use the Service to process a Payment
Transaction for a Product that is purchased from a Seller
through a legitimate, bona fide sale of the Product. The
Service may not be used to process a Payment Transaction, or
otherwise transfer money between a Buyer and Seller, that is
unrelated to a purchase of a Product. The Service may not be
used to receive cash advances from Sellers or to facilitate
the purchase of cash equivalents (travelers checks, prepaid
cards, money orders, etc.). You may not use the Service to
process Payment Transactions in connection with the sale or
exchange of any illegal goods or services or any other
underlying illegal transaction.
You agree that you will not use the Service to process
Payment Transactions for any Products that violate this
Terms of Service, other policies or rules applicable to the
Service, or applicable law. The current policy that
establishes the Products and other transactions that may not
be paid for with the Service is provided
here. Failure to comply with these limitations may
result in suspension or termination of your use of the
Service.
5. Limitations on the Use of Service
We may establish general practices and limits concerning use
of the Service, including without limitation individual or
aggregate transaction limits on the dollar amount or number
of Payment Transactions during any specified time period(s).
We reserve the right to change, suspend or discontinue any
aspect of the Service at any time, including hours of
operation or availability of the Service or any Service
feature, without notice and without liability. We also
reserve the right to impose limits on certain Service
features or restrict access to parts or all of the Service
without notice and without liability. We may decline to
process any Payment Transaction without prior notice to
Buyer or Seller.
We do not warrant that the functions contained in the
Service will be uninterrupted or error free, and we shall
not be responsible for any service interruptions (including,
but not limited to, power outages, system failures or other
interruptions that may affect the receipt, processing,
acceptance, completion or settlement of Payment Transactions
or the Service).
We may limit or suspend your use of the Service at any
time, in our sole and absolute discretion. If we suspend
your use of the Service, we will attempt to notify you by
electronic mail. Suspension of your use of the Service will
not affect your rights and obligations pursuant to this
Terms of Service arising before or after such suspension.
6. Username and Password Information
You are responsible for: 1) maintaining the confidentiality
of your username and password, 2)any and all transactions by
persons that you give access to or that otherwise use such
username or password, and 3) any and all consequences of use
or misuse of your username and password. You agree to notify
us immediately of any unauthorized use of your username or
password or any other breach of security regarding the
Service of which you have knowledge.
If Buyer is a business entity, Buyer agrees that all
officers, employees, agents, representatives and others
having access to the username and/or password shall be
vested by Buyer with the authority to use the Service and
legally bind Buyer. Buyer shall be responsible for all
actions by current and former officers, employees, agents,
representatives and others, regardless of whether authorized
by Buyer, that access the Service using Buyer’s user name
and password.
7. Privacy
You understand and agree that personal information provided
to us in connection with the Service is subject to the
Service’s
Privacy Policy.
8. Use of Electronic Communications
We may communicate with you regarding the Service by means
of electronic communications, including (a) sending
electronic mail to the email address you provided during
registration, or (b) posting notices or communications on a
Google Web Site. You agree that we may communicate with you
by means of electronic communications the following: this
Terms of Service (and revisions or amendments), notices or
disclosures regarding the Service, payment authorizations,
and any other matter relating to your use of the Service.
You should maintain copies of electronic communications
by printing a paper copy or saving an electronic copy.
Electronic communications shall be deemed received by you
when we send the electronic communication to the email
address you provided at the time of registration or as
revised by you thereafter in accordance with this Terms of
Service, or when we post the electronic communication on a
Google Web Site.
For those communications or records that we are otherwise
required under applicable law to provide in a written paper
form to you, you agree that we may provide such
communications or records by means of electronic
communications. The following additional terms will apply to
such electronic communications: (a) you may contact us
through the Service
contact page to request another electronic copy of the
electronic communication without a fee; (b) you may request
a paper copy of such an electronic communication, and we
reserve the right to charge a fee to provide such paper
copy; (c) you may contact us through the contact page to
update your registration information used for electronic
communications or to withdraw consent to receive electronic
communications; and (d) we reserve the right to terminate
your use of the Service if you decline or withdraw consent
to receive electronic communications from us.
9. Service Fees
We do not charge a fee to use the Service as a Buyer. The
financial institution that issues your Payment Instrument
may charge a fee in connection with the debiting or charging
of the Payment Instrument resulting from the Payment
Transaction. You should consult the terms and conditions
governing your Payment Instrument for more information about
any such fees.
10. Disputes
GPC will provide various tools to assist Customers in communicating with each other to resolve a dispute that may arise between Buyers and Sellers with respect to their transaction. If Customers are unable to resolve a dispute, we can mediate disputes between buyers and sellers if either party requests assistance. If this occurs, we will review the dispute and propose a non-binding solution, if appropriate. For more detailed information, please see our Frequently Asked Questions.
GPC may offer a feedback or other ranking system on the Service to assist you in evaluating other Customers of the Service. You acknowledge that any such feedback or ranking system represents solely the opinion of other Customers of the Service, and is not an opinion, representation, or warranty by GPC with respect to other Customers of the Service.
You agree to release, GPC, Google, and other GPC
affiliates, and their agents, contractors, officers and
employees, from all claims, demands and damages (actual and
consequential) arising out of or in any way connected with a
dispute. You agree that you will not involve GPC in any
litigation or other dispute arising out of or related to any
transaction, agreement, or arrangement with any Seller,
other Buyer, advertiser or other third party in connection
with the Service. If you attempt to do so, (i) you shall pay
all costs and attorneys’ fees of GPC, Google, and other GPC
affiliates and shall provide indemnification as set forth
below, and (ii) the jurisdiction for any such litigation or
dispute shall be limited as set forth below. However,
nothing in this Terms of Service shall constitute a waiver
of any rights, claims or defenses that you may have with
respect to a Payment Transaction under the Buyer’s card
issuer agreement, the card association rules or applicable
state and federal laws, such as the federal Truth in Lending
Act or the Electronic Fund Transfer Act.
If you are a California resident, you hereby expressly waive
California Civil Code §1542, which states: "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 not known by him must have
materially affected his settlement with the debtor."
11. Refunds
If you believe your account has been opened or used in an
unauthorized manner, please see our
fraud protection process. Also, please see our
Frequently Asked Questions for more information on how
we protect you from fraud.
Except as set forth in this Terms of Service, all Payment
Transactions processed through the Service are
non-refundable to Buyer by GPC and are non-reversible by
Buyer through the Service.
12. GPC Not a Banking Institution
GPC processes Payment Transactions on behalf of Sellers. GPC
is not a bank or other chartered depository institution.
Funds held by GPC or its service providers (including any
bank service providers) in connection with the processing of
Payment Transactions are not deposit obligations of Buyer
and are not insured for the benefit of Buyer by the Federal
Deposit Insurance Corporation or any other governmental
agency.
13. Termination of Service
We may, in our sole and absolute discretion without
liability to you or any third party, terminate your use of
the Service for any reason, including without limitation
inactivity or violation of this Terms of Service or other
policies we may establish from time to time.
Upon termination of your use of the Service, you remain
liable for all Payment Transactions and any other
obligations you have incurred. Upon termination, we have the
right to prohibit your access to the Service, including
without limitation by deactivating your username and
password, and to refuse future access to the Service by you
(or your relatives or known acquaintances or if a business
entity, its parent, affiliates or subsidiaries or its or
their successors).
14. Buyer Responsibility for Taxes
The reporting and payment of any applicable taxes arising
from the use of the Service is your responsibility. You
hereby agree to comply with any and all applicable tax laws,
including the reporting and payment of any taxes arising in
connection with Payment Transactions.
15. No Endorsement of Products
GPC does not represent or endorse, and shall not be
responsible for: (a) the safety, quality, accuracy,
reliability, integrity or legality of any Product, the truth
or accuracy of the description of Products, or of any
advice, opinion, offer, proposal, statement, data or other
information (collectively, “Content”) displayed or
distributed, purchased or paid through the Service, or the
Google Web Sites; or (b) the ability of Buyers to buy
Products or Sellers to deliver Products. GPC hereby
disclaims any liability or responsibility for errors or
omissions in any Content or in the Service. GPC reserves the
right, but shall have no responsibility, to edit, modify,
refuse to post or remove any Content, in whole or in part,
that in GPC’s sole and absolute discretion is objectionable,
erroneous, illegal, fraudulent or otherwise in violation of
this Terms of Service for Buyers.
16. Unclaimed Property
If we are holding funds due to you arising from a Payment
Transaction processed through the Service or otherwise, and
we are unable to contact you and have no record of your use
of the Service for several years, applicable law may require
us to report these funds as unclaimed property. If this
occurs, we will try to locate you at the address shown in
our records, but if we are unable to locate you, we may be
required to deliver any such funds to the applicable state
as unclaimed property. We reserve the right to deduct a
dormancy fee or other administrative charges from such
unclaimed funds, as permitted by applicable law.
17. Indemnification
You agree to indemnify, defend and hold harmless GPC,
Google, and their, subsidiaries and other affiliates, and
its and their directors, officers, owners, agents,
co-branders or other partners, employees, information
providers, licensors, licensees, consultants, contractors
and other applicable third parties (including without
limitation Paymentech, L.P. and relevant Customers)
(collectively "Indemnified Parties") from and against any
and all claims, demands, causes of action, debt or
liability, including reasonable attorneys fees, including
without limitation attorneys fees and costs incurred by the
Indemnified Parties arising out of, related to, or which may
arise from: (i) your use of the Service; (ii) any breach or
non-compliance by you of any term of this Terms of Service
or any of GPC’s policies; (iii) any dispute or litigation
caused by your actions or omissions; or (iv) your negligence
or violation or alleged violation of any law or rights of a
third party.
18. Disclaimer of Warranties
THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS,
MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN
CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE, IS
PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW,
GPC, GOOGLE, AND THEIR SUBSIDIARIES AND OTHER AFFILIATES,
AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS
(COLLECTIVELY, "GPC PARTIES"), MAKE NO REPRESENTATION OR
WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OR THE
CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE
ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE
SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE
TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE.
EACH GPC PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF
ANY KIND WITH RESPECT TO THE SERVICE, NONINFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE
GPC PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE GPC
PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE
INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM
FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT,
PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT
TRANSACTIONS OR THE SERVICE.
19. Limitations of Liability; Force Majeure
IN NO EVENT SHALL ANY GPC PARTY BE RESPONSIBLE OR LIABLE TO
BUYER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY,
DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE
LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GPC
PARTY OR THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION
PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE
SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF
THE CAUSE OF ACTION, EVEN IF THE GPC PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL
THE GPC PARTIES’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR
RELATING TO THIS AGREEMENT EXCEED THE NET FEES GPC HAS
ACTUALLY RECEIVED AND RETAINED FROM THE BUYER’S VALID
PAYMENT TRANSACTIONS DURING THE THREE MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party
acknowledges that the other party has entered into this
Terms of Service relying on the limitations of liability
stated herein and that those limitations are an essential
basis of the bargain between the parties. In addition to and
without limiting any of the foregoing, no GPC Party shall
have any liability for any failure or delay resulting from
any condition beyond the reasonable control of such party,
including but not limited to governmental action or acts of
terrorism, earthquake, fire, flood or other acts of God,
labor conditions, power failures and Internet disturbances.
20. Jurisdiction; Governing Law
This Terms of Service shall be governed by the laws of
California, except for California’s choice of law rules, and
applicable federal United States laws. Each party agrees to
submit to personal and exclusive jurisdiction of the courts
located in Santa Clara County, California. The parties
specifically exclude from application to the Terms of
Service the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer
Information Transactions Act.
21. Notice
In addition to the electronic communications authorized
under the Section entitled, “Use of Electronic
Communications”, statements, notices and other
communications to Buyer may be made by mail, email, postings
on the Google Web Site or other reasonable means. We may
also provide notices of changes to the Terms of Service or
other matters by displaying links to notices on the Google
Web Sites. Notice to GPC may be made by mail to:
Google Inc.
Attn: Google Checkout
1600 Amphitheatre Parkway
Mountain View, CA 94043
22. Modification of Terms of Service for Buyers
We have the right, in our sole and absolute discretion, to
change, modify, or amend any portion of this Terms of
Service at any time by posting notification on a Google Web
Site or otherwise communicating the notification to you. The
changes will become effective, and shall be deemed accepted
by you, after the initial posting and shall apply on a
going-forward basis with respect to Payment Transactions
initiated after the posting date. In the event that you do
not agree with any such modification, your sole and
exclusive remedy is to terminate your use of the Service.
23. Assignment
You may not assign this Terms of Service or any rights or
obligations hereunder, by operation of law or otherwise,
without our prior written approval and any such attempted
assignment shall be void. We reserve the right to freely
assign this Terms of Service and the rights and obligations
hereunder, to any third party without notice or consent.
Subject to the foregoing, this Terms of Service shall be
binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns.
24. Survival
Upon termination of your use of the Service or termination
of this Terms of Service for any reason, in addition to this
section, the following sections shall survive termination:
3, 5, 7, 8, 10, 12 through 21, and 25.
25. Other Provisions
The failure of GPC to exercise or enforce any right or
provision of the Terms of Service shall not constitute a
waiver of such right or provision. If any provision of this
Terms of Service shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent
necessary so that this Terms of Service shall otherwise
remain in full force and effect and remain enforceable
between the parties. Headings are for reference purposes
only and in no way define, limit, construe or describe the
scope or extent of such section. This Terms of Service,
including GPC’s policies governing the Service referenced
herein, constitutes the entire agreement between GPC and
Buyer with respect to Buyer’s use of the Service. This Terms
of Service is not intended and shall not be construed to
create any rights or remedies in any parties other than
Buyer and GPC, Google, and other GPC affiliates which each
shall be a third party beneficiary of this Terms of Service
for Buyers, and no other person shall assert any rights as a
third party beneficiary hereunder.