Terms and Conditions

Thank you for your interest in the Checkout API. The Checkout API is an application program interface that enables you to integrate an ecommerce website with Google Checkout and is described in documentation available here (the "API Documentation"). The term "Checkout API" refers collectively to the Checkout API, Merchant Calculations API, Notification API, Order Processing API, and other related APIs that are described in the API Documentation.

By using the Checkout API, you agree on behalf of yourself and any affiliates (together "you" or "your") to be bound by the following terms and conditions (the "API Terms and Conditions"). Google Inc. ("Google"), Google Payment Corp. ("GPC"), Google Payment Limited ("GPL"), and other Google affiliates are referred to collectively as "we" or "our" throughout these API Terms and Conditions. Before using the Checkout API, you must also create a seller account and (1) agree to the Seller Terms of Service ("Seller Terms") or (2) enter into a similar agreement with GPC, GPL or another Google affiliate. If you have not done so already, please go to the seller signup page and apply for a seller account. If your application for a seller account is accepted, you will receive a "Merchant ID" and "Merchant Key" that you will need in connection with your use of the Checkout API.

Pursuant to these API Terms and Conditions and as described in the API Documentation, you may develop a software interface (a "Checkout Integration") based on the Checkout API to communicate with the Google Checkout servers. These API Terms and Conditions apply to (1) sellers that are using the Checkout API to integrate their own website with Google Checkout, (2) any party (such as ecommerce shopping carts or developers) that is using the Checkout API to enable others to integrate their website with Google Checkout, and (3) all other uses of the Checkout API.

1. General Terms.
• (A) Handling of Data. Your Checkout Integration must be designed to store, handle, and transmit Checkout Data securely. In general, the Checkout Integration must only transmit data with a protocol no less than 128-bit SSL encryption. As to the transmission of Checkout Data directly to the Google Checkout servers, the transmission must be done in a manner at least as secure as the protocol being accepted by the Google Checkout servers. "Checkout Data" means data that is transmitted between the Checkout Integration and the Google Checkout servers in connection with the Checkout API, including without limitation Google Checkout transaction data.
  
  
• (B) Compliant Checkout Integration. You agree not to use a Checkout Integration (whether developed by you or someone else) that violates these API Terms and Conditions.
  
  
• (C) Interaction with Google Checkout Servers. Your Checkout Integration must not interfere with the normal functioning of the Google Checkout servers, and you acknowledge that we may monitor Checkout API activity. As described in the API Documentation, the Checkout Integration must pass an accurate identification of itself to the Google Checkout servers. Except as expressly permitted by the API Documentation, you agree not to use any automated means (for example scraping and robots) to access, query or otherwise collect Google Checkout related information.
  
  
• (D) Updates to the Checkout API. You acknowledge that we may change the Checkout API and the API Documentation from time to time. These changes may require you to update your Checkout Integration to ensure proper operation.
  
  
2. For Developers and Distributors Only. This Section 2 only applies to you if you develop or distribute a Checkout Integration for the use by one or more third parties.
   
   
• (A) Relationship with Sellers. The Checkout Integration must not through its design or standard implementation cause sellers to breach the Seller Terms, including without limitation those provisions related to the use of our brand features. You must enable sellers to easily and quickly (no longer than 3 business days) disassociate their Google Checkout accounts from your Checkout Integration and regain exclusive control of their Google Checkout accounts. You agree not to charge sellers any fees related to Google Checkout transactions, unless you charge sellers the same fees for non-Google Checkout transactions.
  
  
• (B) Handling Checkout Data of a Seller. You agree to design your Checkout Integration in a manner that allows a seller to access Checkout Data related to that seller's account in a secure manner. You agree not to access or disclose a seller's Checkout Data without obtaining the advance consent of the seller. The previous sentence does not restrict the automated communication of Checkout Data to the Google Checkout servers as contemplated by API Documentation in a manner that is otherwise consistent with these API Terms and Conditions
  
  
• (C) Current API Version.  You agree to only distribute a Checkout Integration that is designed based on the current version of the Checkout API or a version that was current within the preceding six months. You agree to use commercially reasonable efforts to update less-current Checkout Integrations and not to distribute less-current Checkout Integrations.
  
  
• (D) Software Principles. Your development and distribution of any software that uses the Checkout API (including the Checkout Integration) must at all times comply with the software principles set forth here.
  
  
• (E) Publicity. You agree that we may use your brand features in presentations, marketing materials, verbal communications, and lists of integrators (e.g. a integrator list posted on a Google affiliated website) that identifies you as a developer that has integrated with Google Checkout.
  
  
3. Other Terms.
• (A) Google Brand Features.  These API Terms and Conditions do not grant you any rights to our brand features. If you wish to use our brand features, you must request and receive permission and your use must be in compliance with our brand feature use guidelines available here.
  
  
• (B) Proprietary Rights. We retain all right, title and interest, including without limitation all Intellectual Property Rights relating to the Checkout API, API Documentation, and Google Checkout (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. You will not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in these API Terms and Conditions. Any rights that we do not expressly grant herein are deemed withheld. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
  
  
• (C) Indemnification. You agree to indemnify, defend and hold harmless Google, GPC, GPL and other Google affiliates from and against any third party claims (and related liabilities, loss and expense) arising from or related to your breach of these API Terms and Conditions, your use of the Checkout API, or the development, distribution, or use of a Checkout Integration.
  
  
• (D) Termination. We reserve the right for any reason and without liability to you to (1) terminate these API Terms and Conditions, (2) suspend or terminate your access to the Checkout API, or (3) set limits on your Checkout API usage. Upon any termination or notice of any discontinuance, you must immediately stop using the Checkout API and distributing or developing Checkout Integrations. The provisions of this Section 3 will survive any termination of these API Terms and Conditions.
  
  
• (E) Modification. We reserve the right to modify these API Terms and Conditions from time to time in our sole discretion. If a modification is unacceptable to you, you may terminate these API Terms and Conditions by ceasing use of the Checkout API. By continuing to use the Checkout API, you will be deemed to have accepted these modifications.
  
  
• (F) Disclaimer and Limitation of Liability. The Checkout API is provided "as is" without any warranties. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.  WE WILL NOT HAVE ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, RELATED TO THE CHECKOUT API. THESE LIMITATIONS ON LIABILITY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
  
  
• (G) Miscellaneous. You are responsible for complying with all applicable laws in connection with your use of the Checkout API. These API Terms and Conditions are governed by California law except for its conflicts of laws principles. Any disputes will be adjudicated exclusively in the federal or state courts in Santa Clara County, California, and the parties consent to personal jurisdiction in these courts. The parties specifically exclude from application to these API Terms and Conditions the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. These API Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. Our failure to exercise or enforce any right or provision of these API Terms and Conditions will not constitute a waiver of the right or provision. If for any reason a court of competent jurisdiction finds any provision of these API Terms and Conditions to be unenforceable, the remainder of these API Terms and Conditions will continue in full force and effect. These API Terms and Conditions are not intended to benefit, nor will they be deemed to give rise to, any rights in any third party except for Google and its affiliates. You may not assign any of your rights under these API Terms and Conditions and any attempt to do so is void. These API Terms and Conditions do not create any agency or partnership relationship.