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 at http://code.google.com/apis/checkout/developer/index.html (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 https://checkout.google.com/termsOfService?type=Seller ("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 http://checkout.google.com/sell/ 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 and Deprecation. 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. If we in our discretion choose to cease providing the current version of the Checkout API whether through discontinuation of the Checkout API or by upgrading the Checkout API to a newer version, the current version of the Checkout API will be deprecated and become the "Deprecated Version" of the Checkout API. We will issue an announcement if the current version of the Checkout API will be deprecated. For a period of one year after an announcement (the "Deprecation Period"), we will use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems with the Deprecated Version that we deem in our discretion to be critical; provided, that we will not have any such obligation with respect to features or functionality labeled as experimental or beta. During the Deprecation Period, no new features or functionality will be added to the Deprecated Version.

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) 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 at http://www.google.com/corporate/software_principles.html .

(D) 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 at http://www.google.com/permissions/guidelines.html .

(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 without liability to you to terminate these API Terms and Conditions, suspend or terminate your access to the Checkout API and any Deprecated Version of the Checkout API, or set limits on your usage in the following situations:

(1) you have breached any provision of the API Terms and Conditions (or have acted in manner that clearly shows that you do not intend to, or are unable to comply with the provisions of the API Terms and Conditions);

(2) we are required to do so by law (for example, due to a change to the law governing the provision of the Checkout API or the Deprecated Version of the Checkout API);

(3) the Checkout API or the Deprecated Version of the Checkout API relies on data or services provided by a third party partner and the relationship with such partner (i) has expired or been terminated or (ii) requires that we change the way we provide the data or services through the Checkout API or the Deprecated Version of the Checkout API;

(4) providing the Checkout API or the Deprecated Version of the Checkout API could create a substantial economic burden at our determination in our reasonable good faith judgment; or

(5) providing the Checkout API or the Deprecated Version of the Checkout API could create a security risk or material technical burden at our determination in our reasonable good faith judgment.

Upon any termination or notice of any discontinuance, you must immediately stop using the Checkout API or Deprecated Version of the Checkout API (as applicable) 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.