Terms and Conditions

This is a legal agreement between you and Google Payment Corp. ("GPC"), a subsidiary of Google Inc. ("Google").  By accepting these terms, you are representing that you have the authority to bind the party that is using the Google Checkout API (you and that party collectively referred to as "you"). In exchange for use of and access to the proprietary Google Checkout API and its specifications you agree to be bound by the terms of these Google Checkout API terms and conditions (the "Agreement"). The Google Checkout APIs are a feature of the Google Checkout program and any account management using the Google Checkout API is also governed by the Seller Processing Service Terms of Service (as may be updated from time to time) available at https://checkout.google.com/termsOfService?type=Seller or such other URL as specified by GPC (the "Google Checkout Seller Terms").

The Google Checkout API and the Google Checkout API Specifications are, as applicable, the intellectual property and proprietary information of GPC. Your right to use, copy and to retain your copy of the Google Checkout API and the Google Checkout API Specifications is contingent on your full compliance with this Agreement. If you violate all or part of this Agreement, your access to the Google Checkout API may be suspended or terminated without notice. If you decide to terminate your agreement to all or part of this Agreement, you must cease all use of the Google Checkout API.

SECTION 1. Defined Terms

1.1 "Account Owner" means the owner of record of a Google Checkout account or a party who the owner of record has expressly authorized to access and manage that account.  Each merchant account owner shall have entered into a seller processing service agreement with GPC, and each buyer account owner shall have agreed to Google Checkout buyer terms of service.

1.2 "Google Checkout API" means the mark-up language or other code described in the Google Checkout API Specifications used to (a) access GPC servers, (b) send information to Google Checkout accounts using a Google Checkout API Client, or (c) receive information from GPC  in response to Google Checkout API calls.  For the avoidance of doubt, "using the Google Checkout API" includes distributing or developing a Google Checkout API Client.

1.3 "Google Checkout API Client" means any software that can access or communicate with GPC's servers using the Google Checkout API Specifications.

1.4 "Google Checkout API Data" means any data or content obtained by using the Google Checkout API.

1.5 "Google Checkout API Specifications" means all information and documentation GPC provides specifying or concerning the Google Checkout API specifications and protocols and any GPC-supplied implementations or methods of use of the Google Checkout API.

1.6 "Google Checkout Merchant Key" means a unique 22-character string assigned by Google Checkout to each merchant and used to cryptographically sign transactions with Google Checkout.

1.7 "Third Party" means a party other than GPC or you (including without limitation any database, software or service owned by or under the control of a party other than GPC or you).

SECTION 2. Google Checkout API Use

2.1 Permission to Use.  You may use the Google Checkout API to access GPC servers only in accordance with the terms and conditions of this Agreement and the Google Checkout API Specifications.

2.2 Non-Compliant Google Checkout API Clients.  You shall not use a Google Checkout API Client that violates this Agreement.

2.3 Google Checkout API Data.

a) Transfer of Google Checkout API Data. You shall not sell, redistribute, sublicense or otherwise disclose or transfer to any Third Party all or any portion of the Google Checkout API Data (except that you may disclose the Google Checkout API Data from a particular Google Checkout account to the Account Owner of that account if you are not the Account Owner). The above sentence does not restrict the automated use or disclosure of Google Checkout API Data by a Google Checkout API Client that is in full compliance with this Agreement (as described in Section 3 below).

b)   API Materials. You shall not disclose your Google Checkout account username or password, any Google Checkout Merchant Key, or any other personal information related to Google Checkout to any Third Party except your agents using it solely on your behalf in accordance with this Agreement and under a written duty of confidentiality no less strict than this Agreement. You take responsibility for any and all use and disclosure of such information obtained directly or indirectly through you.

c)   Security. You shall use all reasonable efforts to keep all Google Checkout API Data and its personal information related to the Google Checkout in a secure environment at all times according to the highest security standards. All data transfer using the Google Checkout API must be secured using at least 128 Bit SSL encryption, or for transmissions directly with GPC, at least as secure as the protocol being accepted by the Google Checkout API servers.

d)   Data Collection.  Except as expressly permitted by GPC under a separate GPC product or service feature, you shall not use any automated means (for example scraping and robots) other than the Google Checkout API to access, query or otherwise collect Google Checkout related information from GPC or Google, Google Checkout, or any website owned or operated by GPC or Google or an Account Owner (collectively "Scraping").

2.4 No Guaranteed Access. GPC may suspend or terminate your or any Google Checkout API Client’s access to the Google Checkout API for any or no reason and will bear no liability for such decision. It is solely your responsibility at all times to backup its data and to be prepared to conduct its account without access to the Google Checkout API. GPC AND GOOGLE DO NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIM, THAT THE GOOGLE CHECKOUT API WILL BE AVAILABLE WITHOUT INTERRUPTION.

2.5 GPC Monitoring. You acknowledge that GPC may monitor any Google Checkout API activity for the purpose of ensuring quality, improving GPC and/or Google products and services, and ensuring compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from GPC your Google Checkout API activity. GPC may use any technical means to overcome such interference.

SECTION 3. Google Checkout API Client Development and Distribution

3.1 Permission to Use. You may use the Google Checkout API and Google Checkout API Specifications to develop and distribute a Google Checkout API Client only in accordance with the terms and conditions of this Agreement.

3.2 Non-Compliant Google Checkout API Clients. Any Google Checkout API Client (and its development and distribution) must comply with this Agreement.

a) Personal Information.

i)   Subject to the exception in subsection (ii) below, a Google Checkout API Client must not enable or allow any party to access or use: (A) the account, passwords, Google Checkout API Data, or any other information of another party other than the then-current end-user; or (B) any data obtained through Scraping.

ii) Google Checkout API Clients may disclose Google Checkout API Data of an account to the Account Owner.

b) Aggregate Information. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GOOGLE CHECKOUT API CLIENTS MAY ONLY USE OR TRANSFER GOOGLE CHECKOUT API DATA AS EXPRESSLY ALLOWED IN SECTION 3 OF THIS AGREEMENT AND, EXCEPT IN THE CASE OF A DISCLOSURE OF ACCOUNT INFORMATION TO THAT ACCOUNT OWNER, ONLY IF ALL THE DATA IS IN AGGREGATE FORM THAT CANNOT BE CORRELATED TO SPECIFIC USERS OR ACCOUNTS.

c) Personally Identifiable Information. The Google Checkout API Client must not collect personally identifiable information of any party unless it first informs the user about the types of information being collected and how that information may be used and then obtains the user's express permission.  Such consent shall be obtained and disclosed in accordance with applicable law and such privacy policies as GPC may promulgate from time to time.

d) Delayed Data. The Google Checkout API Client shall prominently disclose in the Google Checkout API Client the extent to which any displayed information is on delay.

e) Most Current API. All Google Checkout API Clients must only use a version of the Google Checkout API that has been the most current version of the Google Checkout API within the six (6) months preceding use (a "Current Google Checkout API Version"). Any less-current Google Checkout API Clients must be updated and must not be used, distributed, supported or maintained.

f) Security. Each Google Checkout API Client must have adequate protections in order to keep secure and prevent the interception of all Google Checkout API Data and other personal information related to Google Checkout. All such information must be kept in a secure environment at all times according to the highest security standards. All Google Checkout API Clients must transmit data with a protocol at least as secure as 128 Bit SSL encryption, or for transmissions directly to GPC, at least as secure as the protocol being accepted by the Google Checkout API servers.

g) Data Collection. The Google Checkout API Client must not enable Scraping.

h) Compliance with Law. The Google Checkout API Client must comply with all applicable government laws, rules and regulations and any third party's rights and must not operate in a manner that is, or that a user of the Google Checkout API Client would reasonably consider, deceptive, unethical, false or misleading.

i)   Duty not to Interfere. The Google Checkout API Client must not interfere or attempt to interfere in any manner with the proper working of the Google Checkout API. If specified in the Google Checkout API Specifications, each Google Checkout API Client must pass a consistent and accurate identification of itself to GPC.

j)   GPC Monitoring. The Google Checkout API Client must not, and must not attempt to, interfere with GPC monitoring of Google Checkout API activity or otherwise obscure from GPC any Google Checkout API activity. GPC may use any technical means to overcome such interference, including without limitation suspending or terminating access of the Google Checkout API Client.

k)   Seller Terms.  A Google Checkout API Client must not through its design or standard implementation cause Account Owners to breach the Google Checkout Seller Terms, including without limitation those provisions related to the use of GPC Brand Features.  "GPC Brand Features" means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of GPC, including without limitation the Google Checkout logos.

l)   GPC Brand Features.   This Agreement does not grant you any rights to use GPC Brand Features in connection with a Google Checkout API Client.  If you wish to use GPC Brand Features, you must request and receive permission and your use must be in compliance with this Agreement and the GPC and Google Brand Feature use guidelines  (as may be updated from time to time) available at: http://www.google.com/permissions/guidelines.html or such other URL as specified by GPC.  GPC may withdraw any permission or license to any GPC Brand Features at any time for any or no reason. You shall not alter GPC Brand Features in any way at any time (for example, changing color or size) without GPC's prior written permission. You shall not display GPC Brand Features on, or associate GPC Brand Features with, any adult or illegal content. Goodwill in the GPC Brand Features will inure only to GPC's benefit, and you shall obtain no rights with respect to any of them. You irrevocably assign and must assign to GPC any right, title and interest that you obtain in any of GPC Brand Features. You must not at any time challenge or assist others to challenge GPC Brand Features or their registration or attempt to register any trademarks, marks or trade names confusingly similar to those of GPC.

SECTION 4. General

4.1 No Continuous Standard. GPC may suspend or terminate your access to the Google Checkout API, or change any or all of the Google Checkout API, protocols, or methods of access to the Google Checkout API or the Google Checkout API Specifications, for any or no reason and is not liable to you for such decision.

4.2 Client Software Principles. Your development and distribution of any software application that accesses any GPC/Google services or websites, including without limitation your development or distribution of any Google Checkout API Client, must at all times comply with the software principles set forth at http://www.google.com/corporate/software_principles.html.

4.3 Compliance with Law and Policies. You are responsible for complying with all applicable government laws, rules and regulations, all third party rights and all GPC policies. You shall not use the Google Checkout API in a manner that violates such laws, rules and regulations, third party rights or any GPC policies or in a manner that is deceptive, unethical, false or misleading.

4.4 Duty not to Interfere. You shall not interfere or attempt to interfere in any manner with the proper working of the Google Checkout API.

4.5 Usage and Quotas. GPC may, in its sole discretion, set a quota on your Google Checkout API usage based on, among other things, the Google Checkout transaction history of the account under management by a Google Checkout Merchant Key. You shall not attempt to exceed automated use-quota restrictions. You shall not use or attempt to obtain multiple Google Checkout Merchant Keys for you or your affiliates.

4.6 Billing.  GPC may, in the future and in its sole discretion, charge fees for types or quantities of Google Checkout API services by notifying you consistent with the notice provisions in Section 4.12 below.

4.7 No Implied Rights. Other than expressly granted herein, this Agreement does not grant either party any intellectual property or other propriety rights. You hereby release and covenant not to sue GPC, Google and their corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Google Checkout API; and (b) which otherwise may arise in connection with its use of, reliance on, or reference to the Google Checkout API. As between you and GPC, GPC and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the Google Checkout API, Google Checkout API Specifications, all GPC and Google websites, and all GPC and Google services, and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein.

4.8 Non-Exclusive. This Agreement is a non-exclusive agreement. You acknowledge that GPC and Google may be developing and may develop products or services that may compete with this Google Checkout API, Google Checkout API Clients or any other products or services.

4.9 Third Party Opt Out. You must, at all times, provide to any Account Owners whose accounts you are accessing through the Google Checkout API the ability to easily and quickly (no longer than 3 business days after customer notice to you) disassociate their Google Checkout accounts from your services and accounts and regain exclusive control of their Google Checkout accounts.

4.10 Indemnification. You shall indemnify, defend and hold GPC and Google, their agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") arising out of or related to any act or omission by you in using the Google Checkout API, or relating to the development, operation, maintenance, use and contents of a Google Checkout API Client, including but not limited to any infringement of any third-party proprietary rights. At GPC's option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, GPC may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without GPC's prior written consent).

4.11 Termination. Any licenses contained in this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. GPC reserves the right to terminate this Agreement or discontinue the Google Checkout API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the Google Checkout API or distributing or developing Google Checkout API Clients and delete all Google Checkout API Specifications and GPC Confidential Information (as defined below) in your possession or control (including without limitation from your Google Checkout API Client and your servers). The provisions of Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, and 4 will survive any termination of this Agreement and will continue to bind you in accordance with their terms.

4.12 Modification. GPC may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice to your account, changing the agreement linked from the Google Checkout website, emailing the email address of your Google Checkout account or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE GOOGLE CHECKOUT API, CONTINUED POSSESSION OF A COPY OF THE GOOGLE CHECKOUT API SPECIFICATIONS, OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF A GOOGLE CHECKOUT API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

4.13 Disclaimer and Limitation of Liability. GPC AND GOOGLE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. GPC AND GOOGLE SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, GPC AND GOOGLE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GPC OR GOOGLE BY YOU FOR THE GOOGLE CHECKOUT API SERVICES IN THE MONTH PRECEDING THE CLAIM.

4.14 Your Brand Features.  GPC and Google may include your brand features in presentations, marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted on the GPC or Google websites and screen shots of your approved Google Checkout API Client).

4.15 Confidentiality.  You agree not to disclose GPC Confidential Information without GPC's prior written consent. "GPC Confidential Information" includes without limitation: (a) all GPC software, technology, programming, specifications, materials, guidelines and documentation relating to the Google Checkout API and (b) any other information designated in writing by GPC as "Confidential" or an equivalent designation. GPC Confidential Information does not include information that has become publicly known through no breach by you or GPC, or information that has been (i) independently developed without access to GPC Confidential Information, as evidenced in writing; (ii) rightfully received by you from a third party; or (iii) required to be disclosed by law or by a governmental authority.

4.16 Miscellaneous. The Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in Santa Clara County, California. The Google Checkout API Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to GPC by email, but any modifications by you to this Google Checkout Agreement must be made in a writing (not including email) executed by both parties. Any notices to GPC must be sent to the attention of GPC at Google’s corporate headquarters address as set forth on the Google website via first class or air mail or overnight courier, and is deemed given upon receipt. Any waiver of a provision of this Agreement or of GPC's rights or remedies must be in writing to be effective. Failure, neglect, or delay by GPC to enforce a provision of this Agreement or its rights or remedies, will not be construed as a waiver of GPC's rights and will not in any way affect the validity of the whole or any part of this Agreement or prejudice GPC's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. You and Google are not legal partners or agents, but are independent contractors.