Google Pay for Business Program Terms of Service

Last Updated: 12 June 2019

1. INTRODUCTION

Applicable Terms. Google Pay for Business Program (the "Program") is a service provided by Google India Digital Services Private Limited with registered office at Unit 207, 2nd Floor Signature Tower-II Tower A, Sector 15 Part II Silokhera, Gurgaon, Haryana, India, 122001 ("Google"). By accessing, downloading or using the Program, you agree to comply with and be bound by the following:

  1. the Google Terms of Service (the "Universal Terms");
  2. these Google Pay for Business Program Terms of Service (the "Google Pay for Business Terms");
  3. the Google Privacy Policy (the "Privacy Policy");
  4. the Google Pay Brand Guidelines;
  5. the Google Pay for Business Program Policies (the "Google Pay Policies") and
  6. the Google API Terms (the "API Terms").

These six documents are collectively referred to herein as the "Combined Google Pay for Business Terms."

Please read each of these Combined Google Pay for Business Terms carefully, starting with the Universal Terms, as they contain important information about your legal rights, remedies and obligations. These Combined Google Pay for Business Terms constitute a legally binding agreement governing your access to and use of the Program. If you do not understand or do not accept any part of these Combined Google Pay for Business Terms, do not use the Program.

If there is any conflict between these Google Pay for Business Terms and the Universal Terms, these Google Pay for Business Terms will prevail.

Google Group Companies. Google reserves the right to use the services of its Google Group Companies to provide any of the Program services to you.

By accepting these Combined Google Pay for Business Terms, you represent and warrant that:

2. DEFINITIONS

Definitions Appearing in the Google Pay for Business Terms:

"Applicable Law" means all applicable laws, rules, regulations, guidelines, statutory or government notifications including Reserve Bank of India regulations and Payment Participant Rules.

"Google Account" means the account you create with Google or Group Companies for the use of Google services including the Program.

"Google Group Companies" or "Group Companies" means Google’s parent, its subsidiaries and associate companies, and the parent’s ultimate holding company and its direct or indirect subsidiaries, including their associate companies.

"Google Pay" is a service provided by Google to users resident in India, that facilitates Payment Transactions. Google Pay was previously named Tez.

"Google Pay for Business Program" or "Program" means the service provided by Google to facilitate Payment Transactions and other ancillary services as described in these Google Pay for Business Program Terms of Service.

"Google Pay APIs" means all APIs including the implementation of the payment request API by Google or Group Companies used by the Merchant to avail of the services under the Program.

"Funding Account" means a credit card, bank account (through debit card or net banking) , BHIM UPI account, cash card or e-wallet that is registered or used by a Buyer to fund Payment Transactions.

"Merchant" means a person or entity enrolled in the Program.

"Payment Instrument" means a credit card, debit card, bank account, or prepaid payment Instrument, including e-wallets and gift cards, that is eligible for use by a Buyer to fund Payment Transactions.

"Payments System Providers" means banks, financial institutions, card associations, payment service providers and other payment system providers (as defined under the Payment and Settlement Systems Act, 2007), with whom Google has entered into an arrangement to facilitate Payment Transactions (as defined below) using Payment System Provider Services.

"Payments System Provider Services" means any services provided by a Payment System Provider to facilitate authentication, authorization, clearing and/or settlement of Payment Transactions.

"Payment Participants" means all parties involved in the payment system including payment aggregators, Payments System Providers, acquiring banks, partner banks, the issuer bank of the Merchant’s Funding Account, the issuer bank of the User’s bank account, the issuer of the Payment Instruments, card associations, National Payments Corporation of India and the Reserve Bank of India.

"Merchant Store" means physical or online retail presence operated by the Merchant in India.

"Settlement Amount" means the amount (inclusive of applicable taxes levied on sale of product/ services by you to the User) to be settled to the Merchant with respect to products and services purchased by the Buyer using Program.

"Tax" or "Taxes" means all applicable government-imposed taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), fees, duties or such other similar taxes.

"Transaction" or "Payments Transaction" means payment instruction placed using Google Pay by the User for purchase of products and/or services from the Merchant.

"UPI" means the Unified Payments Interface.

"User" or "Buyer" means a person or entity who uses a UPI or BharatQR app to make payments for products and services purchased from a Merchant.

"We" or "Us" means Google.

"You", "you", "Your", "your" means a Merchant.

3. THE PROGRAM

Scope. The Program enables Merchants to: (1) accept UPI payments for products and services purchased by a Buyer, (2) communicate with and send offers to Buyers through Google Pay, and (3) link Buyers to Merchant Stores.

Additional services may be offered incrementally on the Program, and these Combined Google Pay for Business Terms will be applicable accordingly.

4. GOOGLE’S ROLE

Appointment as Payment Collection Agent. By participating in the Program, you appoint Google as your payment collection agent for the limited purpose of accepting funds from Buyers who are purchasing products or services from you. Payment by a Buyer to Google through the Program will be considered the same as a payment made directly to you, and you will provide the purchased product or service to the Buyer in the same manner, as if you have received payment directly from the Buyer. Google’s obligation to pay you is subject to and conditional upon successful receipt of the associated payments from Buyers. Google guarantees payments to you only for such amounts that have been successfully received by Google from Buyers in accordance with these Combined Google Pay for Business Terms. In accepting appointment as your limited payment collection agent, Google assumes no liability for your acts or omissions.

Google’s Role as Intermediary. Google is not a party to the purchase agreement between you and the Buyer. Google acts as your payment collection agent for the limited purpose of accepting payments from Buyers on your behalf. Google is an intermediary that facilitates the completion of the Payment Transaction between Buyer and you. The facilitation of a Transaction does not guarantee that (a) a Buyer has sufficient funds available in the Funding Account used; (b) that the transaction will be authorized or processed; or (c) that the Transaction will not later result in a chargeback or other reversal. Google is neither acting as a trustee nor acting in a fiduciary capacity with respect to any Transaction on the Program. Google does not determine, advise or in any manner control the commercial terms of the Payment Transaction, including the price of products and services offered by you for sale.

Payment of Settlement Amount. Google will remit the Settlement Amount to the Merchant’s specified bank account in accordance with Applicable Law, after deducting fees in accordance with the Google Pay for Business Terms.

Date of Completion of Payment Transaction. The date of any Payment Transaction will be deemed to be the date on which the Buyer purchases the product or services from the Merchant. For this purpose, the date of receipt of payment in your Settlement Account will not be relevant.

Disclaimer of Google’s Liability. Google is not responsible for any aspect of the products or services you sell or for any communications or offers made by you to Buyer. Google’s role as a payment collection agent for the Merchant will not make Google liable or responsible for breach of representations and warranties, non-provision of after-sales or warranty services or fraud vis-a-vis the products and/or services sold by the Merchant.

Relationship Between the Parties. The relationship between Google and you is on principal-to-principal basis. Nothing contained herein will be deemed to create any association, partnership, joint venture or relationship of principal and agent, or master and servant, or employer and employee between you and Google or its affiliates or subsidiaries, except for Google’s appointment as your payment collection agent for the limited purpose of accepting payments from Buyers on your behalf. You will not, whether expressed or implied, create any such duty or obligation on behalf of Google. Google has no connection or interest of whatsoever nature in your business or the products or services offered/marketed by you. Google provides the Program to you, as an independent entity in accordance with these Combined Google Pay for Business Terms. You acknowledge and confirm that Google and Google Group Companies have no control over your inventory of products or services.

5. ENROLLMENT AND REGISTRATION OF MERCHANT

The information that you provide to Google during the registration process will be reviewed by Google. You warrant that all information provided by you to Google is true and accurate.

As part of the review, Google may independently verify information about you and your Merchant Store, including through visits to and photographs of your Merchant Store. If approved by Google after the review of your information, you will be enrolled in the Program. Your participation in the Program is conditional upon your continued enrollment. Google reserves the right to withdraw its approval at any time.

You will provide Google with all information and documents as may be required by Google from time to time. You will keep all information provided to Google up-to-date and accurate.

Google may use all information provided by you as necessary to provide the Program to you. Google may share your information with Google Group Companies and third parties as necessary to provide the Program to you and to improve the Program.

6. USE OF THE PROGRAM

Compliance with Applicable Laws. You will use the Program only in accordance with these Combined Google Pay for Business Terms. You will use the Program in compliance with Applicable Laws.

You will, at all times, comply with the guidelines, regulations, policies and processes of your PSP (“PSP Guidelines”), the terms of which are incorporated into these Google Pay for Business Terms by reference. You can look up your PSP here.

Permitted Use. You will use the Program only to (1) accept payments in connection with a Payment Transaction initiated by a Buyer for a bona fide sale of your products or services; (2) communicate with and send offers to Buyers through Google Pay; and (3) link Buyers to your Merchant Store.

Non-Transactional Remittances. You will not use the Program to process a Payment Transaction, or otherwise transfer money between you and a Buyer, that does not directly result from that Buyer's purchase of a product or service.

Prohibited Uses. You will not use the Program (a) for illegal purposes, or in support of illegal activities; (b) to promote or facilitate an unlawful transaction or the sale or exchange of any unlawful or prohibited products or services; (c) in connection with content or activities that are deceptive or that are prohibited under the Google Pay Policies or Google Pay Policies for Businesses; (d) in any way that suggests that your business is endorsed by Google; or (e) in any way that may damage Google’s reputation.

Google may, at any time, require you to certify in writing that you are not using the Program for any of the above prohibited uses and that you are not engaged in any banned or prohibited business. In such event, you must provide a written declaration to this effect in such format, together with such supporting documents as may be prescribed by Google from time to time.

Google’s Use of Third Party Providers. Google may use third party providers to provide the Program. ("Third Party Providers"). In order to use the Program, you may be required to agree to additional terms and conditions from such Third Party Providers, and may be subject to additional requirements of the Third Party Provider. Google shall not be responsible for any compliance of the said terms either by you or by the Third Party Provider, nor for any action or inaction of such Third Party Provider.

Compliance with Payment Participant Rules. You will comply with all applicable rules, guidelines, directions, instructions, requests, etc. issued by Payment System Providers from time to time ("Payment Participant Rules"). You are responsible for keeping yourself up-to-date and compliant with all such Payment Participant Rules. For the avoidance of doubt, the Payment Participant Rules are between you and the respective Payment Participant. Google is not liable for any actions or inactions of such Payment Participants.

Communications with Payment Participants. You authorize Google to communicate with the Payment Participants or any Third Party Provider on your behalf to provide or obtain any information for the purpose of providing the Program.

7. DELIVERY, INVOICES AND CUSTOMER SUPPORT

Obligation to Deliver. You are responsible for delivery of products or services to Buyers. If you are unable to deliver the whole or any part of the products or services, you will inform the Buyer and take immediate action to refund the payment amount in whole or in part.

Proof of Delivery. You will maintain proof of delivery with respect to each Transaction for a period of at least one (1) year from the date of delivery, and make proof of delivery available to Google on request.

Risk of Delivery. All risks associated with the delivery will be borne solely by you; and any disputes regarding the product or service purchased, including quality, merchantability, non-delivery, delay in delivery, will be resolved directly between you and the Buyer.

Invoices. You are responsible for raising an invoice on the Buyer, with a description of the products or services sold, and such other details as may be required by Applicable Law. You will maintain proper records of invoices and transactions as required by Applicable Law.

Responsibility for Customer Support. All Buyer service issues relating to a Transaction and products and services offered for sale by you including purchase price, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes, are solely your responsibility. When offering customer support, you will always present yourself as a separate entity from Google.

You will make customer support available during all hours when you are open for business. You will respond promptly to Buyer support requests. Customer support will include appropriate guidance to Buyers on how to contact you for customer support.

8. DISPUTES, CHARGEBACKS AND REFUNDS

Disclaimer of Liability. You are responsible for refunds and chargebacks. Google’s role in facilitating such refunds or chargebacks will be limited to that of an intermediary, and Google will not be liable for any claims, disputes and penalties which may arise in connection with refunds or chargebacks.

Chargebacks. All chargebacks or settlement adjustments in relation to Transactions shall be facilitated in accordance with Applicable Law, including specifically any applicable regulations or operating guidelines issued by the Reserve Bank of India (RBI) and the NPCI. In the event a chargeback is initiated by a User, You will provide Google with all information and documentation, and any other assistance reasonably required, for Google to facilitate the chargeback in accordance with applicable laws.

Refund and Cancellation. You are responsible for refunds and cancellations. You should maintain a fair refund, cancellation or adjustment policy in accordance to the products or services offered. You must disclose your return or cancellation policy to Buyers prior to them transacting with You. You may still receive chargeback requests even if your refund, cancellation or adjustment policy prohibits refunds and returns, and such chargeback shall be facilitated by Google in Google’s capacity as your payment collection agent, in accordance with Applicable Laws.

Disputes or Complaints. If there is a dispute or complaint relating to your use of or participation in the Program, and in particular related to chargebacks or refunds, You will provide Google with all information and documentation, and any other assistance reasonably required, for Google to investigate and/or defend such claims.

9. OFFERS

Communication of Merchant Offers. You may send offers for your products and services to Google Pay Users through the Program ("Merchant Offers"). Such Merchant Offers are between you and the User, and Google is not a party to the Merchant Offer and is not responsible for Merchant Offers sent by you. You will route all Merchant Offers through the Program, and You will provide terms and conditions for each Merchant Offer to Users at the time the offer is communicated. Your Merchant Offer and related terms and conditions will comply with the Combined Google Pay for Business Terms.

Fulfilment of Merchant Offers. You will fulfill all Merchant Offers made using the Program to Users.

Provision of Merchant Vouchers. From time to time, You may provide discounts on your products and services ("Vouchers") to Google to be used by Google for its Users at its discretion. The Merchant will honour such Vouchers on its websites, applications or physical stores. Merchant shall be responsible for any disputes from the User in relation to such Vouchers.

10. COMMUNICATION PLATFORM

Communication Platform. You can send messages using the communication platform in the Program ("Communication Platform").

Prohibition on Advertisements and Offers. You will not make any offers, promotions or advertisements to Users through the Communication Platform, and agree that all offers must be routed through the Program offers process.

Responsibility for Communications. You are solely responsible for any communication made by you through the Communication Platform. You will ensure that no illegal, unlawful or unauthorised communication is delivered through the Communication Platform. Your communications will comply with Applicable Laws, and with these Combined Google Pay for Business Terms and in particular, the Google Pay Policies.

Google’s Disclaimer for Communications. Google only facilitates communication between the Merchant and Buyer and is not responsible for the content of any communications.

11. LINKING BUYERS TO MERCHANT STORE

The Program allows you to link your Merchant Store to Google Pay.

Compliance with Applicable Law. You will ensure that your Merchant Store and its content complies with these Combined Google Pay for Business Terms and in particular, Google Pay for Business Program Policies.

Disclaimer of Liability. Google will not be responsible for your business or Merchant Store or any content, image, product or service provided in your Merchant Store.

12. USE OF BUYER INFORMATION

Buyer Information includes (i) any information that directly or indirectly identifies a natural person; or (ii) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person (for example the Buyer’s Funding Account or Payment Instrument information).

Responsibility for Compliance. Your use of any Buyer Information provided to you through the Program will comply with Applicable Laws, your agreements with your Payment Participants, your privacy policy, Payment Participant Rules (if applicable) and any other applicable rules.

Permitted Uses. You will use Buyer Information only to (a) process the then-current transaction; (b) perform any post-transaction activities for that Transaction (e.g., chargeback); and/or (c) send offers to Buyers through the Program; unless that Buyer has expressly consented to allow you to use his or her information for other purposes.

13. PROGRAM LIMITATIONS

Limitation on Use of Program. Google may establish general practices and limits concerning use of the Program, including individual or aggregate transaction limits on the number of transactions during any specified time period(s). In addition, Google may subject your use of the program to additional controls or conditions governing your use of the Program, particularly if Google is concerned about complaints, chargebacks or refunds related to your use of the Program.

Transaction Limits. Each Transaction is subject to minimum and maximum Transaction limits that may be set by Google, a User, and/or by the Payment Participants.

Risk Monitoring: Fraudulent, Unusual or Suspicious Transactions. Google may monitor Transactions for risk and fraud, and may engage Third Party Providers to assist in this and other elements of the Program.

Google and/or Payment Participants may reject a Transaction for various reasons, including (a) risk management; (b) suspicion of fraud; (c) non-compliance with these Combined Google Pay for Business Terms (d) use of compromised or blacklisted cards, BHIM UPI accounts, and/or Google Accounts on Google Pay (e) chargebacks/complaints; or (f) other reasons as prescribed in the Payment Participant Rules.

If a Transaction is rejected or is unable to be completed, Google will either transfer the funds back to the User’s Funding Account or will handle the funds in accordance with Applicable Laws or Payment Participants Rules.

Google may take any action as may be required by a statutory or governmental authority or as may be mandated by the respective Payment Participant.

Availability of Program Features. Google may, without notice and without liability, change, suspend or discontinue any aspect of the Program at any time, including hours of operation or availability of the Program or any Program feature. Google may, without notice and without liability, (a) impose limits on certain features or restrict access to parts or all of the services under the Program; (b) decline to process any Payment Transaction; (c) block any communication sent by you to a User, that does not comply with these Combined Google Pay for Business Terms.

Google does not warrant that the operation of the Program will be uninterrupted or error free, and Google will not be responsible for any service interruptions (including power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions).

14. DATA SECURITY

Safeguards. At all times that you (or those acting on your behalf) have access to Google or its Group Companies' confidential information (which for purposes of these Combined Google Pay for Business Terms includes Buyer Information) ("Confidential Information"), you (and those acting on your behalf) will maintain reasonable administrative, technical and physical controls designed to ensure the privacy, security, and confidentiality of that information. These controls will meet or exceed relevant industry standards and limit the collection, storage, disclosure, use of, or access to Confidential Information solely to personnel and for purposes authorized by these Combined Google Pay for Business Terms. These controls will be appropriate to your role, operations and exposure to Buyer Information under these Combined Google Pay for Business Terms. You will ensure that anyone acting on your behalf is subject to these controls or otherwise provides equivalent or greater protections for the security and privacy of Confidential Information. At any time upon Google's request, you will cooperate with Google's reasonable efforts to assess the adequacy of these controls and the controls of anyone acting on your behalf.

Access Controls. You and those acting on your behalf will: (a) maintain reasonable controls to ensure that only individuals who have a legitimate need to access Confidential information under the Terms will have such access; (b) promptly terminate an individual's access to Confidential Information when such access is no longer required for performance under the Terms; and (c) be responsible for any unauthorized access to Confidential Information under your custody or control.

Data Protection. To the extent that you access, use or otherwise process Buyer Information, you will:

  1. comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to you;
  2. use or otherwise access Buyer Information only for purposes which are consistent with Applicable Laws and the consent obtained from the individual to whom the Buyer Information relates, or as expressly permitted in these Combined Google Pay for Business Terms; and
  3. implement appropriate organizational and technical measures to protect Buyer Information against loss, misuse, and unauthorized access, disclosure, alteration and destruction.

You will regularly monitor your adherence to this obligation and immediately notify Google in writing if you determine that you can no longer, or there is a significant risk that you can no longer, meet the obligation in this subsection and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate levels of protection.

Security Incident Response Program. You will maintain a reasonable incident response program to respond to Security Incidents. If you have reason to believe that a Security Incident has occurred, you will promptly contact Google using this link and provide a complete description of the details known about the Security Incident. "Security Incident" means an actual or reasonably likely loss of or unauthorized disclosure, access, or use of Google Confidential Information or Program data.

15. FEES

Payment Participants or Third-Party Fees. You may incur charges or fees, including access or data fees, that may be levied by the Payment Participants or Third Party Providers in connection with your use of Program. You are solely responsible for all such fees.

Google Fees. Fees may be applied to certain services provided under the Program. Fees, as set forth here, will be determined by Google in its sole discretion, and may be revised by Google from time to time. Such fees along with applicable taxes will be deducted from the Settlement Amount. Taxes will be itemised and reflected separately on the invoice issued by Google to You.

16. TAXES

Responsibility for Taxes. You are responsible for levy, deposition and reporting of taxes on the sale of products / services by You to the User.

Where any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Google will have the right to deduct and deposit any such applicable taxes with the appropriate authority in compliance with the applicable law.

17. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

Prohibited Acts. You may not do or permit any third party to do any of the following:

  1. access or monitor any material or information on any Google system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with us;
  2. copy, reproduce, alter, modify, dismantle, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way software application, material or information from Google;
  3. allow unauthorized use of or access to the Program or software application;
  4. permit any third party to use and benefit from Google services via a rental, lease, timesharing, service bureau or other arrangement;
  5. transfer any rights granted to you under these Combined Google Pay for Business Terms;
  6. violate the restrictions in any robot exclusion headers on the Program, work around, bypass, or circumvent any of the technical limitations of the Program, use any tool to enable features or functionalities that are otherwise disabled in the Program, or decompile, disassemble, decode or attempt to decode or reverse engineer the Program/software application or to in any way override or break down any protection system integrated into the Program;
  7. perform or attempt to perform any actions that would interfere with the proper working of the Program, prevent access to or use of the Program by our other users, or impose an unreasonable or disproportionately large load on our infrastructure;
  8. adapt, modify, transform or rearrange the Program or software for any reason including to create a new software program or derivative software program; or
  9. otherwise use the Program except as expressly allowed under these Combined Google Pay for Business Terms.

18. PRIVACY AND COMMUNICATION

Privacy. Google’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Google can use such data in accordance with our privacy policies.

Communication. In connection with your use of the Program, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

Feedback. If you provide feedback or suggestions about the program, then we (and those we allow) may use such information without obligation to you.

19. THIRD PARTY ACCOUNTABILITY

You will be held responsible for all activity that happens on the Program through your Merchant account. To protect your Merchant account, keep your merchant account access credentials confidential.

20. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Google, Group Companies, the Payments Participants and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including attorneys fees and costs incurred by the Indemnified Parties arising out of or related to:

(a) your use of the Program; including to any refunds or chargebacks; and any third party claims arising from data routed into Google’s APIs by you;

(b) your violation of these Combined Google Pay for Business Terms;

(c) any dispute or litigation caused by your actions or omissions; or

(d) your negligence or violation or alleged violation of any applicable law or rights of a third party.

21. DISCLAIMER

THE PROGRAM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES UNDER THE PROGRAM, ARE PROVIDED "AS IS."

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GOOGLE, GOOGLE GROUP COMPANIES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING DEVICE MANUFACTURERS (COLLECTIVELY, "GOOGLE PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE PROGRAM OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE PROGRAM, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PROGRAM. EACH GOOGLE PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE PROGRAM, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GOOGLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. GOOGLE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, P2P PAYMENTS OR ANY OTHER PART OF THE PROGRAM OR SERVICES THEREUNDER.

THE GOOGLE PARTIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE PROGRAM.

22. LIMITATION OF LIABILITY; FORCE MAJEURE

IN NO EVENT WILL GOOGLE PARTIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GOOGLE PARTY OR THE PROGRAM , OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE PROGRAM, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE GOOGLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT WILL THE GOOGLE PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE COMBINED GOOGLE PAY FOR BUSINESS TERMS EXCEED THE NET FEES GOOGLE HAS ACTUALLY RECEIVED AND RETAINED FROM VALID PAYMENT TRANSACTIONS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Nothing in these Google Pay for Business Terms is intended to exclude or limit the liability of any party for (i) death or personal injury; (ii) fraud; (iii) fraudulent misrepresentation; or (iv) any liability that cannot be excluded or limited by law.

You and Google acknowledge that each party has entered into these Combined Google Pay for Business Terms 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, Google Parties shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

23. TERMINATION AND SUSPENSION

Google may suspend or stop providing the Program to you, immediately and without any notice, if you do not comply with these Combined Google Pay for Business Terms or if we are investigating suspected misconduct. Google reserves the right to suspend or terminate your use of the Program, without liability to you or any third party.

24. GOVERNING LAW; JURISDICTION

The Combined Google Pay for Business Terms will be governed by and construed in accordance with the laws of India. You agree that any legal action or proceedings arising out of these Combined Google Pay for Business Terms will be brought exclusively in the competent courts/tribunals having jurisdiction in New Delhi, India. You irrevocably submit yourself to the jurisdiction of such courts/tribunals.

You understand that Google may share information that you provide to Google in order to satisfy Applicable Law, regulation, legal process or an enforceable governmental request.

25. MODIFICATION OF THE GOOGLE PAY FOR BUSINESS PROGRAM OR THESE COMBINED GOOGLE PAY FOR BUSINESS TERMS

Modification of Terms. We may modify any portion of the Program and these Combined Google Pay for Business Terms at any time. The changes will become effective, and will be deemed accepted by you, after the initial publication and will apply on a going-forward basis with respect to any use of the Program after the publication date. In the event that you do not agree with any part of the modified Combined Google Pay for Business Terms, your sole and exclusive remedy is to terminate your use of the Program. You agree that Your continued use of Google Pay for Business constitutes Your agreement to the modified Google Pay for Business Terms.

Suspension of Program. We may at any time modify or discontinue, temporarily or permanently, the Google Pay for Business Program, Google Pay application or any services thereunder in whole or in part, with or without notice. We may also change the Program, including applicable fees. If you do not agree to the changes, please stop using the Program. Your continued use of the Program, after implementation of the change(s) will constitute your agreement to such change(s). Google will not be liable to you or to any third party for any modification, suspensions, or discontinuance of any part of the Program.

26. ENGLISH LANGUAGE CONTROLS

Any translation of these Combined Google Pay for Business Terms is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language.

27. ASSIGNMENT

These Combined Google Pay for Business Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you. We may assign, in whole or in part, the benefits or obligations of this Agreement. We will provide an intimation of such assignment to you, which will be binding on the parties to these Combined Google Pay for Business Terms.

28. WAIVER

Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under the Combined Google Pay for Business Terms will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under the Combined Google Pay for Business Terms will prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

29. SURVIVAL OF PROVISIONS

The provisions of the Combined Google Pay for Business Terms, which by their nature and content are intended to survive the performance hereof by any or all parties hereto will so survive the completion and termination of this Agreement.

30. SEVERABILITY

If any provision of the Combined Google Pay for Business Terms is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision will apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the Combined Google Pay for Business Terms unlawful or otherwise ineffective, the remainder of the Combined Google Pay for Business Terms will remain in full force and the unlawful or otherwise ineffective provision will be substituted by a new provision reflecting the intent of the provision so substituted.