Google Pay for Business Program Terms of Service
Last Updated: 28 August 2018
Applicable Terms. Google Pay for Business 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 Google Pay for Business Program, you agree to comply with and be bound by the following:
- the Google Terms of Service (the "Universal Terms");
- this Google Pay for Business Program Terms of Services (the “Google Pay for Business Terms”);
- the Google Pay Brand Guidelines;
- the Google Pay for Business Program Policies (the ”Google Pay Policies”) and
- the Google API Terms (the “API Terms”); and
- this Google Pay for Business Program Terms of Services (the “Google Pay for Business Terms”);
These seven documents are collectively referred to herein as the “Combined Google Pay for Business Terms.” For purposes of these Combined Google Pay for Business Terms, "Google Pay" is a service that is provided by Google to users resident in India, and was previously named Tez.
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 between you and Google governing your access to and use of the Google Pay for Business Program. If you do not understand these documents or do not accept any part of them, then you should not use the Google Pay for Business Program. You understand that services may be offered incrementally on Google Pay for Business Program, and that these Combined Google Pay for Business Terms may be applicable accordingly. You further understand and agree that Google reserves the right to update any of these Combined Google Pay terms from time to time. You must ensure that you keep yourself up-to-date and read the Combined Google Pay Terms at close intervals. If there is any conflict between these Google Pay for Business Terms and the Universal Terms, the Google Pay for Business Terms shall prevail.
You also understand and agree that Google reserves the right to use the services of its Google Group Companies to provide any of the Google Pay for Business Program services to you, on behalf of Google.
By accepting this Google Pay for Business ToS, you represent and warrant the following:
- You are 18 years of age or older; You are capable of entering into a legally binding agreement;
- You are (a) duly authorized to do business in India and enter into these Combined Google Pay for Business Terms and (b) the Program can only be used for businesses located in India.
- Your employees, officers, representatives, and other agents accessing the Program are duly authorized to access the Program and to legally bind you to these Combined Google Pay for Business Terms and all actions;
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 Google Pay for Business Program as defined in the Universal Terms.
“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.
"Funding Account" means a credit card, bank account through debit card, BHIM UPI account or net banking account, cash cards or e-wallet that is registered or used by the User to fund Payment Transactions.
“Merchant” means a person or entity who/which avails Google Pay for Business Program.
"Payment Instrument" means, including but not limited to, a credit card, debit card, bank account, or prepaid payment Instrument, including e-wallets and gift cards issued under the Applicable Law. Not all Payment Instruments may be eligible for use with all services under the Program.
“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 payment gateway system/interface/services provided to route payment instructions to Payments Participants for (i) Card or BHIM UPI based transactions; (ii) net banking facilities; (iii) provide authentication and authorization from issuers, card associations, National Payment Corporation of India and/or other third party clearinghouses; and/or (iv) provide settlement facilities in respect of Payment Transactions made by the Buyer.
“Payment Participants” means all the parties involved in the payment system including but not limited to 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, Reserve Bank of India, etc.
“Platform” means the Merchant’s website, application, the Merchant’s page/channel on Google Pay or any other internet or mobile presences of the Merchant.
“Settlement Amount” mean the amount to be settled to the Merchant with respect to products and services purchased by the Buyer using Program.
“Tax” means all applicable government imposed taxes, including applicable indirect taxes, arising out of sale of product / services by You. For the purposes of this definition Indirect Taxes shall mean goods and services tax, service tax, sales tax, use tax, value added tax or similar taxes as applicable to each sale transaction between you and the User.
“Google Pay for Business Program” or "Program" means the services provided under Google Pay for Business Program to facilitate Payment Transactions and other ancillary services as described in this Google Pay ToS.
“Google Pay APIs” means all APIs including the implementation of the Payment Request API by Google or Group Companies used by the Merchant during the course of availing the services under the Google Pay for Business Program.
“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" / “Buyer” means a person/entity who makes payments for products and services purchased/availed from the Merchant using Google Pay.
"We" or"us" means Google.
"You", "you", “Your”, “your” means a Merchant.
3. SCOPE OF THE Google Pay FOR BUSINESS PROGRAM
Google Pay is a payment solution application which facilitates Payment Transactions. Through Google Pay, Users may send payments to other Users, Merchants, billers or third parties using your BHIM UPI account, debit card, credit card and/or any other Payment Instruments accepted through Google Pay. Google Pay also provides a simple, fast and secure payment experience for Merchants. The Google Pay for Business Program enables Merchants to: ( 1 ) Accept payments through Google Pay for products and services purchased/availed of by a Buyer, ( 2 ) communicate with their Buyers through Google Pay, ( 3 ) send offers to Buyers that they can act on (e.g., “redeem,” “save,” etc.), and ( 4 ) link Buyers to you or your business website or business application. You understand that Google reserves the right to offer certain services under the Google Pay for Business Program, selectively.
Payment Transactions or any communication/offer carried out through Google Pay for the sale of products and services are solely between you and the User. We are an intermediary creating a link between you and the Users in order to enable you to provide Google Pay as a payment option, to provide offers to Buyers, and to communicate with Buyers. You are solely responsible for your engagement with the User including, but not limited to any Payment Transactions, communication/offers made to Users, delivery of products and services and investigating and resolving disputes with your Buyers.
We do not provide settlement services to Merchants. You will require a Settlement bank account which is verified and registered with a Payment Participant in order to receive Settlement Amount through the services of such Payment Participants. Your contractual arrangement with the Payment Participant, the Payment Participant Rules and Applicable Laws will govern the manner of processing transactions, settlement process and dealing with disputes, chargeback and reversals. You are solely responsible for the establishment of agreements with the respective Payment Participant (and all fees, charges and expenses arising from that relationship) for processing Payment Transactions, receiving settlement and dealing with chargeback and other reversals related to the Payment Transaction.
You understand and agree to the following:
- Google is a facilitator of Transactions. Google is not a party to these Transactions. Google is not responsible to you, in any manner whatsoever, with respect to settlement of funds relating to the Transaction.
- Google is not and will not be responsible for any aspect of the products or services you sell.
- Google is not and will not be responsible for any communications or offers made by you to Buyer.
- Google is not a party to and will not be responsible for any disputes, chargebacks or reversals.
- Google is not responsible for the acts of Buyers, including if they do not complete a transaction.
- The facilitation of a Transaction does not guarantee that a Buyer has sufficient funds available in the Funding Account he or she used, that the transaction will be authorized or processed, or that the Transaction will not later result in a chargeback or other reversal.
The relationship between Google and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent, or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof. You shall 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.
4. SETTING UP YOUR Google Pay FOR BUSINESS PROGRAM
The information that you provide to Google during the registration process will be reviewed by Google. If you are approved, you will be registered with Google under the Google Pay for Business Program. Google’s covenants with respect to the Program under these Combined Google Pay for Business Terms or otherwise is conditional upon Google’s review and registration process. You warrant that all information provided by you to Google is true and accurate.
You must provide Google with all information and documents as may be required by Google from time to time. You should ensure that you keep all information provided to Google at the time of registration or any time thereafter up-to-date and accurate. You understand and acknowledge that Google reserves the right to withdraw its approval/consent at any time prior to or after commencement of the Google Pay for Business Program.
In addition, you may require a Google Account to register for the Google Pay for Business Program or to avail of certain services under Google Pay for Business Program.
5. USE OF Google Pay FOR BUSINESS PROGRAM
You must use the Google Pay for Business Program only in accordance with these Combined Google Pay for Business Terms, the Google Pay Brand Guidelines and Applicable Laws. In addition, the Program should only be used in connection with a Payment Transaction initiated by a User for a bona fide sale of your products or services. You may 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/use of a product or service.
The Program shall not be used: (1) for illegal purposes, or in support of illegal activities; (2) to promote or facilitate an unlawful transaction or the sale or exchange of any unlawful or prohibited products or services; (3) in connection with content or activities that are deceptive or fall under the Google Pay Policies or (4) in any way that falsely suggests that your business is endorsed by or associated with Google, or that is likely to damage or reduce Google’s goodwill or reputation. Google reserves the right to cooperate with legal authorities and/or affected third parties in the investigation of any suspected wrongdoing.
You may not: (a) charge a different purchase price to different Buyers for the same products and/or services; (b) establish a minimum or maximum purchase amount that is different for different Buyers making a purchase through the Program; (c) require a Buyer to provide you with the account numbers of any credit card, debit card, or other payment instrument in addition to information provided through the Program; or (d) add any service surcharge that is specific to a Buyer making a purchase through the Program. In addition, Google Pay should not be used outside of India.
6. USE OF Google Pay APIs
The Google Pay APIs allows for the submission of content/information. You must ensure that all content and information submitted is true and accurate. You are responsible for all information submitted and must verify the information prior to submission.
Google may remove or refuse to display submitted content. Google does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs, except as expressly provided in these Combined Google Pay for Business Terms. By submitting, posting or displaying content to or from the APIs, you give Google a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, host, store, reproduce, adapt, modify, create derivative works, communicate, translate, publish, publicly perform, publicly display and distribute such content. You will indemnify, defend, and hold Google harmless from and against any third party claim arising from any content or data routed into the APIs by you.
In addition, to use the Google Pay APIs, you must comply with the API Terms that form a part of the Combined Google Pay for Business Terms.
7. USE OF BUYER INFORMATION
8. CONNECTIVITY AND INTEGRITY OF HOTLINK
You shall be responsible at your own expense, for providing and maintaining all necessary equipment, software and facilities required to integrate with the Program.
You shall take all such precautions and measures to ensure that there is no breach of security and the integrity of the link between you, the Program and/or the Payment System Provider Services ("Hotlink") is maintained and shall ensure that Users upon accessing the Hotlink are properly re-directed to Google Pay. In addition to the above, you shall also comply with security practices and procedures as prescribed under Applicable Laws. Any loss incurred to the User or Google as a result of the Hotlink being breached due to improper security on your part or someone acting on your behalf or on your platform, shall be borne solely by you and you agree to indemnify, defend and hold harmless Google from any claims, actions, damages or losses arising out or in relation thereto.
Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by Google check the integrity of the Hotlink and provide such reports and/or conduct such tests as may be required by Google from time to time.
9. 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 includes, for purposes of these Combined Google Pay for Business Terms, the 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 Buyer 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 Buyer 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 Google confidential information under the Terms will have such access; (b) promptly terminate an individual's access to Google confidential information when such access is no longer required for performance under the Terms; and (c) be responsible for any unauthorized access to Google Confidential Information under your custody or control.
Data Protection. To the extent that you access, use or otherwise process Confidential Information, you will:
- comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to you;
- use or otherwise access Confidential Information only for purposes which are consistent with Applicable Laws and the consent obtained from the individual to whom the Confidential Information relates or as expressly permitted in these Combined Google Pay for Business Terms; and
- implement appropriate organizational and technical measures to protect Confidential 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 level 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, developer/merchant account with Google or the User’s Google Pay account, your’s or User’s personal data or any data relevant to use of Google Pay.
The reporting and payment of any applicable taxes, fees and duties arising from the use of the Program is your responsibility. You hereby agree to comply with any and all Applicable Laws related to taxes in connection with your use of the Program. You are solely responsible for all Taxes arising as a result of sale of goods / services to the Users, including without limitation, the reporting and payment of all Taxes arising as a result of sale of goods and services to the Users.
11. PAYMENT PARTICIPANTS AND THIRD PARTY PROVIDERS
Communications with Payment Participants. By electing to use Google Pay, you authorize Google to communicate with the Payment Participants or any Third Party Provider to provide or obtain any information for the purpose of processing Transaction or providing the Program.
Compliance with Payment Participants’ Rules. As you will be using Payment Participants’ services, you consent and agree to comply with the rules, guidelines, directions, instructions, requests, etc. (“Payment Participant Rules”) issued by the respective Payment Participants from time to time. You acknowledge and agree that you are responsible for keeping yourself up-to-date and compliant with all such Payment Participant Rules. If you fail to comply with the obligations imposed on you by Google or the Payment Participants, we may suspend or terminate your use of the Program. 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.
Google’s Use of Third Party Providers. Google may also use third party providers to provide Program or other products and services. ("Third Party Providers"). In order to use these products or services, 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. You agree that Third Party Provider terms may be additionally applicable. You agree to review and accept the said Third Party Provider Terms as may be relevant to you. 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.
Payment Participants or Third-Party Fees. You may incur access or data fees from the Payment Participants or Third Party Providers in connection with your use of Program. You are responsible for all such fees.
Google Fees. Fees may be applied to certain services provided under the Google Pay for Business Program. You will be notified of any fees that may apply and the manner in which the fee should be paid. Fees may be determined by Google in its sole discretion. Such fees charged will be exclusive of all applicable Taxes, which Google will charge in addition to fees.
You may send offers for your products and services to Google Pay Users through Google Pay. All offers must be routed through the Google Pay for Business offers process. Such offers are between you and the User, and Google is not a party to the offer and is not responsible for any of the offers.
You must fulfill all offers made to Users using the Program. If there are any terms and conditions attached to the offer the same should be provided to the Users at the time of making the offer. The offer and related terms and conditions must be in compliance with the Combined Google Pay for Business Terms. In addition, you must inform Google, in the manner provided by Google, when a Google Pay User redeems one of the offers that you sent through Google Pay.
Google may suspend, remove or refuse to display any offer which may not be in compliance with its internal review process or in the event of any complaints by the User. Google also reserves the right to determine whether or not to display an offer to a user based on Google’s determination of the offer’s relevance to the User. In addition, Google reserves the right to suspend or terminate your use of Program in the event that you make offers that are not compliant with these Combined Google Pay Terms including the Google Pay Policies.
14. BILL PAYMENT
In the event that you are providing bill payment services, it is your responsibility to ensure that all billing information provided is true and accurate. You must ensure that the User is aware of the due date, late fee and any additional charges. The User should have access to complete details regarding the bill amount including any taxes, service charge or other fee charged.
You expressly authorize us to facilitate bill payments due to You by your customers through the Google Pay platform including by using the services of your respective Payment Participants. You further authorize us to store, use, access and display the bill payment account information, on your behalf for the purpose of providing bill payment collection services to the User. You understand and agree that your bill payment account information may be shared with Payment Participants for the purpose of offering this billing service to you and the User. You warrant and represent that you have obtained all permissions/consents from the User and biller (if you are not the end biller) in this respect.
You understand that the date of Payment Transaction shall be deemed to be the payment date irrespective of the date of receipt of payment in your Settlement Account by your Payment Participant. You must ensure that a receipt for the Payment Transaction has been provided to the User.
In the event of User complaints, you must resolve such complaints promptly. Google will not be responsible for the same. In the event that Google requires your assistance in providing information to the User, you will promptly provide assistance to resolve User disputes or queries.
15. COMMUNICATION PLATFORM
You are able to send messages via Google Pay. You are solely responsible for any communication made by you with the User through Google Pay. Google just provides the platform for you to communicate with the Users (“Communication Platform”) and is not responsible for any conversation between you and the Users. You must ensure that no illegal, unlawful or unauthorised communication is delivered through Google Pay. The content of the communication must comply with these Combined Google Pay for Business Terms and in particular, the Google Pay Policies. You agree not to make any offers, promotions or advertisements to Users directly through the Communication Platform, and agree that all offers must be routed through the Google Pay for Business offers process. Google reserves the right to suspend or terminate your use of Program, in whole or in part, in the event of any communication that is not in compliance with these Combined Google Pay for Business Terms.
16. LINKING BUYERS TO YOUR BUSINESS, AND/OR PLATFORM
The Google Pay for Business Program also provides features to allow you to link your business and/or Platform to Google Pay. Your Business, Platform and any content therewith must comply with these Combined Google Pay for Business Terms and in particular, Google Pay for Business Program Policies. You must only do Business that you are authorized to conduct. You should not misrepresent your identity or provide/host any content that is misleading, inappropriate or illegal. Google will not be responsible for your business or Platform or any content or image therewith.
17. RIGHTS AND RESTRICTIONS
Limitations on the Use of Program. We may establish general practices and limits concerning use of Google Pay, including without limitation individual or aggregate transaction limits on the number of transactions during any specified time period(s). We reserve the right to change, suspend or discontinue any aspect of Program at any time, including hours of operation or availability of the Program or any Program feature, without notice and without liability. We also reserve the right to impose limits on certain features or restrict access to parts or all of the services under the Program without notice and without liability. We may decline to process any Payment Transaction without prior notice to you or the User. We also reserve the right to automatically block any communication received by a User from a non-Google Pay account sent by you to the User, including any payment requests, that We deem to be spam or a fraudulent communication or which does not comply with these Combined Tex for Business Terms.
We do not warrant that the functions contained in Google Pay 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).
Transaction Limits. Each Transaction is subject to minimum and maximum Transaction limits that may be set by Google, a User, and by the Payment Participants. In addition, Google and the Payment Participants may also reject/suspend Transactions (in whole or in part) based on Google or Payment Participant policies and assessment.
Risk Monitoring: Fraudulent, Unusual or Suspicious Transactions. We may monitor Transactions for high-risk practices or for fraudulent transactions. We may also engage Third Party Providers to assist in these efforts and other elements of Program. If we determine that you are receiving an excessive amount of complaints, chargebacks or refunds, we may establish controls or conditions governing your use of the Program. In addition, if we have reason to believe that there is suspicious or unusual activity being carried out by you, the Users or any third party , we may temporarily or permanently suspend your use of the Program.
We and/or the Payment Participants may reject a Transaction for various reasons, including but not limited to risk management, suspicion of fraud, non-compliance with Combined Google Pay for Business Terms, use of compromised or blacklisted cards or BHIM UPI accounts, Google Accounts on Google Pay, chargebacks/complaints or for other reasons as prescribed in the Payment Participant Rules. In the event that a Transaction is rejected or is unable to be completed, we 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.
Your use of or access to the Program may be suspended or terminated till such time as Google or the respective Payment Participant deems fit, if:
- Google or the respective Payment Participant have reasons to believe that you, the User or a third party has committed fraud or violates any law or legal requirement, or have assisted or aided in the commission of any such act;
- you are deemed to be a high risk merchant, as per Google’s internal risk policies which may include excessive Chargebacks; refunds, disputes or complaints.
- for any other reasonable reasons.
In addition, we may take any such action as may be required by a statutory or governmental authority or as may be mandated by the respective Payment Participant.
18. DISPUTES, CHARGEBACKS AND REFUNDS
All payments with respect to refunds and chargebacks shall be solely your responsibility and Google shall not be liable for any claims, disputes and penalties which may arise in connection with such disputes, refunds or Chargebacks to you or the User. You shall indemnify Google in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to disputes, refunds or chargebacks for all Transactions made using Google Pay.
Disputes or Complaints. In the event of a dispute or complaint relating to your use of the Google Pay for Business Program or any Transactions made through Google Pay including chargeback disputes, Google reserves the right to ask you for documentation/information or assistance relating to the matter under dispute or relating to the complaint(s). Upon request you should provide all documentation/information and any other assistance reasonably required, for Google to investigate and/or defend such claims.
Chargebacks. The Payment Participant Rules and/or your contractual arrangement with your Payment Participant will govern the manner in which chargebacks will be dealt with.
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. Please be aware, that if your refund policy prohibits refunds/returns or is unsatisfactory to the User, you may still receive a chargeback relating to such sales.
You shall ensure delivery of the products, services or receipt (in case the services have already been availed) upon receipt of Transaction confirmation and verification of the Transaction confirmation with your respective Payment Participant. You understand that Google is an intermediary passing on the Transactions confirmation details received from the Payment System Providers and will not be responsible for any inaccuracy of Transaction confirmation. It is your responsibility to confirm and verify the Transaction with your Payment Participant.
You shall duly fulfill all Transactions made for purchase of products and services offered by you in accordance with these Combined Google Pay for Business Terms, the terms and conditions intimated to the User prior to making the Transaction and instructions of the User. You undertake to ensure that the Delivery is done as per specifications of the User on or before the delivery due date provided to the Buyer. If you are unable to deliver the whole or any part of the Transaction within the delivery due date, you shall forthwith inform the User and take immediate action to refund the payment amount in whole or in part as per the User's instructions.
All risks associated with the Delivery shall be borne solely by you and not Google. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between you and the User without making Google a party to such disputes.
You shall maintain Proof of Delivery with respect to each Transaction for a period of at least one (1) year from the date of Delivery. Notwithstanding any other Clause of this Agreement, you understand that Google reserves the right to call for Proof of Delivery, at any time with respect to any Transaction.
20. BUYER SUPPORT
All Buyer service issues relating to the Transaction and products and services offered for sale by you including, but not limited to purchase price, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnels, policies or processes, are solely your responsibility. In performing Buyer service, you will always present yourself as a separate entity from Google.
You shall provide Buyer support during all business days and business hours. Such support shall include appropriate notice to Users of means of contacting you including email address and/or telephone number, in the event the User has questions/queries regarding the nature or quality of the products/services and the procedures for resolving disputes.
21. YOUR RESPONSIBILITIES
In addition to any obligations or responsibilities detailed in other parts of the Combined Google Pay for Business Terms, you hereby declare, assure, undertake and covenant as under:
- You are solely liable for quality, efficacy and merchantability of the products and services.
- You have the marketable and legal right and title to sell products and services offered by You to Users via this Program.
- In the event any Buyer complains or is dissatisfied with any of your products or services, you will take such measures as may be required to resolve any issues promptly and at Your sole cost and expense.
- You will ensure that the best service standards in the industry are adopted and shall ensure delivery of all products or services to the Users in accordance with the highest standards.
- You agree to put up such notices, disclaimers or warranties as may be required by Google and/or the Payment Participant and you shall comply with such request.
- You are solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information provided to the Buyer, whether through your platform or through the Program including relating to the products and services offered by you.
- You will, in writing, inform Google of any changes in the information provided by you to Google, including change in your constitution or a change in the current addresses of each office, within thirty (30) days of such change having taken place.
- You will not engage in activities that harm the business and/or brand of Google, Users or Third Parties.
- You will use the Google Pay for Business Program only in accordance with these Combined Google Pay for Business Terms (including, without limitation, the Google Pay Policies and the Google Pay Brand Guidelines) and Applicable Laws including the Payment Participant Rules.
- You will maintain and run your Platform or any communication/offer to the Users as a part of your business and shall ensure that your Platform or any communication to Users does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to Google, User or third party.
You understand that the obligations or responsibilities detailed in other parts of these Combined Google Pay for Business Terms shall form a part of this clause and you hereby agree, undertake and covenant to comply with them.
22. USE AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The Program and the services thereunder are protected by copyright, trademarks, patents, trade secret and/or other intellectual property laws. Google LLC owns the title, copyright and other worldwide intellectual property rights in the Program and all copies of the Program. These Combined Google Pay for Business Terms do not grant you any rights to the intellectual property rights in the Program.
We, as an authorised licensee, sub-license to you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign, to electronically access and use the Program for the purposes mentioned in these Combined Google Pay for Business Terms.
In addition, you must comply with the Google Brand Use Guidelines and the Google Pay Brand Guidelines. Under the "Attribution" heading in Section 6 of the API Terms; the sentence "In using Google's Brand Features, you must follow the Google Brand Features Use Guidelines" will be deleted and replaced by the following: "In using Google's Brand Features, you must follow the Google Brand Use Guidelines and the Google Pay Brand Guidelines."
You hereby grant Google the right to use, display and reproduce your name, brand name, logo, wordmark, trademark and service marks (“Marks”) on a non-exclusive, royalty-free basis, in connection with the sales, marketing and advertising of the Program or your products, services, or for other marketing and promotional purposes. You release Google from all liability relating to the publication or use of the Marks for such purpose. You confirm that you have the requisite right to use the said Marks and to grant Google permission to use such Marks as stated herein.
Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Parties or their affiliates without the prior written consent of the other Party. In addition, the Parties warrant and represent that they will not infringe the rights of any third party while providing their respective services.
You may not do or permit any third party to do any of the following:
- 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;
- 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;
- allow unauthorized use of or access to the Program or software application;
- permit any third party to use and benefit from Google services via a rental, lease, timesharing, service bureau or other arrangement;
- transfer any rights granted to you under these Combined Google Pay for Business Terms;
- 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;
- 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;
- adapt, modify, transform or rearrange the Program or software for any reason including to create a new software program or derivative software program; or
- otherwise use the Program except as expressly allowed under these Combined Google Pay for Business Terms.
We or our affiliates may, on our own or through third parties, send you e-mails, SMS, or such other means of communication, to: (i) provide you with the Google Pay for Business Program or any other product and services, (ii) advertise Google Pay for Business Program, other Google services or our Third Party Providers’ services, (iii) promote new products and activities, or (iv) to obtain your invaluable feedback. In order to serve you better, we may also send you surveys to understand: (i) your experience with the Program, and/or (ii) your needs and requirements. You hereby explicitly consent to the receipt of such emails, SMS or other forms of communication, explicitly overriding your registration to the Do Not Call Register, if any.
You may choose to, or We or our Group Companies may invite you to, submit comments or ideas about the Program, including without limitation about how to improve the Program or our services or products. By submitting any idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that We are free to use the idea without any additional compensation to you, and/or to disclose the idea on a non-confidential basis or otherwise to anyone.
In order to access or use the Program, you may provide information about yourself such as your name and address along with other information and/or documentation that may assist us in identifying you. In addition, you may also provide information with respect to Buyers or third parties.
- providing you with services under the Google Pay for Business Program;
- advertising and promotional purposes, without additional compensation (for instance, we may use your name and image in our advertisements or promotional material);
- sending you information relating to Google’s or its Group Companies products and services, including updates on our latest promotions and new products and services;
- sending you information relating to selected third parties’ products and services, such as updates on their latest promotions and their new products and services;
- investigating or resolving any product or Google Pay Service related concerns including complaints;
- providing you with information sent by our partners on their products and services;
- obtaining your invaluable feedback.
You hereby expressly consent to and permit Google or its Group Companies to collect, store and share such information including but not limited to your or the Users personal information such as your name, address, Google Account or Payment instrument details, all transactions carried out through Google Pay or information with respect to third parties including bank account or Aadhaar details for the purposes mentioned in the Combined Google Pay for Business Terms. Google Pay does not support the Pay to Aadhaar feature, though it may do so in the future with notice to you and in accordance with applicable laws.
You understand and agree that the information we collect, including information obtained from third parties, is shared between Google and its Group Companies. In addition, you understand and agree that we may share information including personal information provided by you with Payment Participants for the purposes of providing services under the Program or processing your Transactions.
If you choose to delete or wipe-out any information or data related to the Program or your Google Account or you choose to terminate the use of your Google Account or the Program, you understand that we may still retain, use and/or disclose such information/data for legal reasons and as permitted by law. Such legal reasons include but are not limited to:
- meeting any applicable law, regulation, legal process or enforceable governmental request.
- enforcing applicable Combined Google Pay for Business Terms, including investigation of potential violations.
- detecting, preventing, or otherwise addressing fraud, security or technical issues.
- protecting against harm to the rights, property or safety of Google, our users or the public as required or permitted by law."
24. THIRD PARTY ACCOUNTABILITY
You will be held responsible and accountable for any activity by third parties, using your accounts in a manner that violates these Combined Google Pay for Business Terms.
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 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:
(a) your use of the Program;
(b) any breach or non-compliance by you of any term of these Combined Google Pay for Business Program.
(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.
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, GROUP COMPANIES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING BUT NOT LIMITED TO, 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 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, 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 OR AT THE TIME YOU MAKE A PURCHASE OR REDEMPTION. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR ISSUER, OR YOUR ATTEMPT TO MAKE A PURCHASE OR REDEMPTION MAY NOT BE SUCCESSFUL.
27. LIMITATION OF LIABILITY; FORCE MAJEURE
IN NO EVENT SHALL GOOGLE OR GROUP COMPANIES 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 BUT NOT LIMITED TO 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 SHALL 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 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Nothing in this 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, no Google 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.
28. TERMINATION AND SUSPENSION
We reserve the right, in our sole and absolute discretion, to suspend or terminate your use of one or more Google Pay for Business Program, without liability to you or any third party, for any reason, including without limitation, violation of the Combined Google Pay for Business Terms we may establish from time to time.
29. 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 the aforementioned documents may be brought exclusively in the competent courts/tribunals having jurisdiction in New Delhi, India and irrevocably submit themselves to the jurisdiction of such courts/tribunals. You understand that We may need to share information that you provided on Google Pay in order to satisfy applicable law, regulation, legal process or an enforceable governmental request.
30. MODIFICATION OF THE GOOGLE PAY FOR BUSINESS PROGRAM OR THESE COMBINED GOOGLE PAY FOR BUSINESS TERMS
We have the right, in our sole and absolute discretion, to change, modify, or amend any portion of the Google Pay for Business Program/Services and these Combined Google Pay for Business Terms at any time. 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 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 Program.
In addition, we reserve the right at any time to 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, in our sole discretion. If you do not agree to the changes, you may stop using the Program. Your use of the Program, after implementation of the change(s) will constitute your agreement to such change(s). You agree that we shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of any part of the Program.
31. 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. Any translation provided may not accurately represent the information in the original English.
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.
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.
34. 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.
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.