TERMS AND CONDITIONS FOR THE SPOT PLATFORM ON GOOGLE PAY

(“Spot Terms”)

1. Introduction

The Spot Platform (the "The Spot Platform" as defined below) is provided by Google Asia Pacific Pte. Ltd.("Google"). The Spot Platform is hosted on Google Pay , a payments platform provided by Google LLC (“Google Pay”). Google Pay is subject to the Google Terms of Service ('Google ToS') and by creating your Spot, accessing or using The Spot Platform, you agree to comply with the same in addition to these terms. These Spot Terms may be amended from time to time, at Google's sole discretion, without notice to you.

These Spot Terms, Google ToS, Google Privacy Policy, and Policies for Partners on the Spot Platform (together referred to as “Combined Terms”) constitute a legally binding agreement governing your access to and use of The Spot Platform and Google Pay. If you do not understand or do not accept any part of these Combined Terms, do not use The Spot Platform.

If there is any conflict between these Spot Terms and the Google ToS, these Spot Terms will prevail.

Google reserves the right to use the services of its affiliates and/or group companies to provide The Spot Platform, Google Pay, and related services and offerings to you.

2. Definition

For the purposes of these Spot Terms the following term shall have the meaning given below: 

“Merchant” means a person or entity who/which creates a Spot on Google Pay.

“Spot” means a listing that helps connect Users to Merchants through intelligent commercial experiences that are hosted on the Google Pay mobile application or another Google provided property.

"User" means a Google Pay user.

“Your Spot(s)” created by virtue of and under these Spot Terms will mean such Spot that will enable You to only: display the menu data of your products and offerings for Users to choose from and place an order directly with you; Your Spots will not allow you to:

  1. accept orders from the Users directly through Your Spot, The Spot Platform or Google Pay interface;

  2. enable or accept payment for orders placed by the Users through Google Pay

  3. access or enable other features and services offered by The Spot Platform for full service and fully integrated Spots (including but not limited to options that allow Users to place orders and pay for orders within Google Pay interface, place an order for dining-in at a Merchant outlet, etc.) including new features as may be extended solely and exclusively to the fully integrated Spots.

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

3. Merchant Representations and Confirmations

You hereby represent and confirm that:

  1. You have authorised Google to open/create Your Spot;

  2. You represent and warrant that you will comply with and will always be in compliance of

    1. All applicable laws and regulations (including government orders);

    2. Your business licenses;

    3. the Google Pay Policies for partners on the Spot Platform and as may be amended from time to time at Google’s sole discretion (the “Spot Platform Policies”); and

    4. these Spot Terms (as amended from time to time).

  3. Creation and operation Your Spot on Google Pay will not breach any of the terms of any contract(s)/agreement(s) entered into by you with any other party (including but not limited to Google Pay authorised integration partners);

  4. You will provide the most updated and relevant data, as is required for functioning of Your Spot, to Google, keep such data updated and regularly provide such updates to Google (as per an update delivery schedule that may be agreed between you and Google);

  5. You understand that Google will not pass on or provide any User data to you;

  6. You understand that Your Spot is not a full service or fully integrated Spot but you may migrate to a full-service Spot by working directly with one of the Google Spot integration partners and that Google will not be able to directly provide or be responsible for providing you with any support for such migration;

  7. If you migrate to a full service or fully integrated Spot, the same will not be governed by these Spot Terms but a separate set of terms and conditions and contractual terms with your chosen Google Spot integration partner;

  8. You understand that if, after creating and going live with Your Spot on Google Pay, you choose to migrate to a fully-integrated Spot, Your Spot may be temporarily unavailable on Google Pay until You are on-boarded as a fully-integrated Spot through a Google integration partner and such Spot goes live;

4. Licenses

  1. License in Your data and content: You grant Google a perpetual, irrevocable, royalty-free, nonexclusive, worldwide license to use the data and content provided by You to Google for creation and operation of Your Spot (“Licensed Content”) in connection with Google or it’s affiliates products or services. You understand and agree that Google may sublicense the license granted hereunder:

    1. to its Affiliates; and

    2. only to the extent necessary to permit end users to use Google products and services.

  2. Brand Features:

    1. You understand and agree that Your brand features including but not limited to Your trade names, trademarks, service marks and logos (“Brand Features”) may be used on and for Your Spot and generally on or for Google Pay including for promotion of Spots and Google Pay and therefore You hereby grant, to Google and its affiliates, a nonexclusive, worldwide, royalty-free license to display Your Brand Features on Google Pay and Spots and also in connection with promotions, marketing, offers and rewards related to Google Pay and Spots.

    2. You further confirm that You have requisite rights and licenses to display third party products, trade names, trademarks, service marks and/or logos on your menu or Your Spots especially in relation to the sale of food and beverages offered by You through Your Spot or otherwise;

5. Fee, charges and payments

  1. You understand and agree that Google will not and is not liable to provide any compensation to You for Your participation in The Spot Platform or for creation of Your Spot on Google Pay or that Google will not be liable for any payments, of whatever nature, to you in respect of Your Spots or Google Pay; and

  2. You understand and agree that Google is not responsible for any payments due and payable by the User to You for any orders placed by such Users or otherwise. All payment issues between you and the Users will have to be resolved between yourselves in accordance with such terms and conditions as you may agree with the User(s).

  3. You will, to the extent possible, extend same or similar promotions and discounts to Users as are extended by you to others who are your customers through direct or third party channels;

6. Customers Disputes

  1. You understand and accept that You will be solely liable for any dispute or claims raised by the User with respect to Your Spot and products and services offered by You to the Users, including but not limited to the following:

    1. Quality of the products and services provided by you to the Users;

    2. Issues with delivery of orders placed with you by the Users;

    3. Your compliance with applicable laws and safety and quality standards.

  2. You further understand and accept that for any claims or complaints that you may have against the Users, you will directly resolve them with Users and not involve Google in the same for any reason whatsoever, including but not limited to claims or disputes relating to Payment of your order by the User, collection or acceptance of order by User, behavioural issues of the User when interacting with you/your representatives, etc.

7. Indemnification

You agree to hold harmless and indemnify Google and its affiliates, directors, officers, and employees against any third-party legal or regulatory proceeding to the extent (a) arising from:

  1. Your breach of your representations contained herein;

  2. a claim that use of Your Brand Features or the Brand Features of a third party, it’s products or services as provided by You on and through Your Spot, infringes or violates any third party’s intellectual property or any other rights;

  3. a claim that opening of Your Spot on Google Pay breaches any terms, agreement or contract entered into between You and a third party;

  4. caused by your actions or omissions; or

  5. your negligence or violation or alleged violation of any applicable law or rights of a third party.

8. Termination And Suspension

  1. You understand that Google is under no obligation to open, operate or continue to support Your Spot and that Google has the right to suspend or terminate Your Spot

    1. at any time at its sole discretion with or without notice; or

    2. if You/Your Spot is found in breach/infringement of the Spot Platform Policies, third party intellectual property rights and/or any applicable laws.

  2. Google may, at its sole discretion, discontinue or suspend The Spot Platform or Google Pay (with or without notice) without liability to you or any third party.

  3. If you wish to opt-out from The Spot Platform or want to suspend or close Your Spot, please reach out to Google at googlepaysg-food@google.com.

9. Governing law and Jurisdiction

ALL CLAIMS ARISING OUT OF OR RELATED TO THESE SPOT TERMS WILL BE GOVERNED BY SINGAPORE LAW AND WILL BE LITIGATED EXCLUSIVELY IN THE SINGAPORE COURTS.