GOOGLE CHECKOUT
MECHANT REFERRAL INCENTIVE PROGRAM
TERMS AND CONDITIONS

This is a legal agreement ("Agreement") between you and Google Payment Corp. ("GPC"), a subsidiary of Google Inc. ("Google"), that covers your participation in the Google Checkout Merchant Referral Incentive Program (the "Incentive Program"). By accepting these terms, you are representing that you have authority to bind the party named in your application (you and that party collectively referred to as "you").

BY CLICKING ON THE "SUBMIT" BUTTON BELOW, YOU AGREE TO BE BOUND BY THIS AGREEMENT. GPC HAS NO OBLIGATIONS UNDER THIS AGREEMENT UNTIL AND UNLESS GPC ACCEPTS YOU INTO THE INCENTIVE PROGRAM AS DESCRIBED IN SECTION 1 BELOW.

1. Program Participation. Your participation in the Incentive Program is conditioned on GPC's acceptance of you, which is at GPC's sole discretion. GPC will confirm your acceptance by email (the "Acceptance Email"), which will specify if you have been accepted as a "Referral Participant" or an "Integration Participant".
   
   
2. Other Terms and Conditions. You confirm that you agree to the Google Checkout API Terms & Conditions at http://code.google.com/apis/checkout/terms.html. You confirm that you have signed up for a Google Checkout seller account and agree to the Seller Processing Service Terms of Service at https://checkout.google.com/termsOfService?type=Seller (the "Seller Terms"). "Google Checkout" means the GPC service that facilitates the processing of payment transactions on behalf of U.S.-based registered merchants from registered buyers.
   
   
3. Merchant Referral Incentive.  Both Referral Participants and Integration Participants are eligible to receive the incentives described in this Section 3.
   
   
   • (A) Referral Tracking. GPC will track your referrals using the mechanisms described in the referral tracking guidelines at https://checkout.google.com/seller/tracking_guidelines.html. To ensure proper tracking, you must properly implement these mechanisms.
     
     
   • (B) Merchant Sign-Up Incentive. GPC will pay you $25 (the "Sign-Up Incentive") for each referral that meets the conditions of a Referred Merchant. You will not receive more than one Sign-Up Incentive for a Referred Merchant, even if that Referred Merchant creates more than one Google Checkout account. A "Referred Merchant" means a U.S.-based merchant that satisfies all of the following conditions, as determined by GPC -- the merchant must:
     
     
     • (1) sign up for Google Checkout as a merchant while being referred by you through your proper implementation of the mechanisms described in the referral tracking guidelines;
     • (2) be approved by GPC after signing up for Google Checkout as a merchant;
     • (3) be a new Google Checkout merchant;
     • (4) properly implement Google Checkout on a legitimate ecommerce website in accordance with Google Checkout policies; and
     • (5) successfully process at least three valid payment transactions and at least $500 of valid payment transactions as a merchant through Google Checkout.
       
       
   • (C) Merchant GMV Incentive. GPC will pay you the GMV Incentive for each referral that meets the conditions of a Referred Merchant. "GMV Incentive" means half of one percent (0.5%) of each Referred Merchant's GMV, which is (1) measured starting on the day the Referred Merchant completes the first valid payment transaction as a merchant through Google Checkout and ending on the last day of the 12th month after this day and (2) limited to a maximum of $2,000 for each Referred Merchant. "GMV" is the gross merchandise value of all valid payment transactions settled to a Referred Merchant through Google Checkout, subject to adjustment for refunds, chargebacks, reversals and other adjustments at GPC's sole discretion.
     
     
4. Integration Incentive for Integration Participants.  Only Integration Participants are eligible to receive the incentives described in this Section 4.
   
   
   • (A) Integration Incentive Requirements. If you have been approved as an Integration Participant, you will earn the one-time Integration Incentive after you have satisfied all of the following conditions, as determined by GPC:
   • (1) you have developed a Checkout Integration for use with your Ecommerce Platform;
   • (2) you have submitted a sample of the Checkout Integration to GPC for approval and the Checkout Integration is approved by GPC;
   • (3) you make the Checkout Integration generally available to merchants using your Ecommerce Platform; and
   • (4) you have made at least one referral that meets the conditions of a Referred Merchant.
   • (B) Integration Incentive Amount.  "Integration Incentive" means (1) $1,000 for a Checkout Integration that supports all basic Checkout API shopping cart functionality described in the Checkout API documentation and (2) an additional $2,500 if the Checkout Integration also supports the Merchant Calculation API, the Notification API, and the Order Processing API described in the Checkout API documentation.  If you submit more than one Checkout Integration to GPC, only the first one that you submit will be eligible for the Integration Incentive.
     
     
   • (C) Special Definitions.  "Checkout Integration" means the software interface that you develop based on the Checkout API to communicate with the Google Checkout servers.  "Checkout API" means the application program interface that enables you to integrate an ecommerce website with Google Checkout as described in documentation at http://code.google.com/apis/checkout/.  "Ecommerce Platform" means your proprietary ecommerce platform or shopping cart service that facilitates ecommerce activities of merchants.
   
   
5. Payment of Incentives.  GPC will pay you the Sign-Up Incentives, GMV Incentives, and one-time Integration Incentive (if applicable, for Integration Participants only) approximately 30 days after the calendar month in which you earn the incentives.  But GPC will not be required to pay you incentives until you are owed more than $100.  GPC will pay you through an adjustment or deposit into your Settlement Account (as defined in the Seller Terms) or other means as chosen by GPC.  If there is any ambiguity or dispute on whether a Referred Merchant was referred by you or another party, GPC may resolve the matter at GPC's sole discretion.  GPC will not be required to pay you incentives for a Referred Merchant if GPC is paying similar incentives to someone else for that Referred Merchant.  GPC reserves the right to disqualify you from the Sign-Up Incentive and GMV Incentive for a particular referral if more than 12 months have passed between the date that the merchant signs up for Google Checkout and the date that the merchant first meets the conditions of a Referred Merchant.  GPC is not required to pay you incentives for a referral if GPC determines that the referral was obtained or solicited through misrepresentation, payment of money, improper ways, or other ways that are inconsistent with this Agreement.  GPC may delay payment or reverse payments due to any of the issues described in the previous sentence.  To ensure proper payment, you must give GPC accurate contact and payment information.  For U.S. taxpayers, this information includes a U.S. tax identification number and Form W-9.  For non-U.S. taxpayers, this information includes either a signed certification that the taxpayer does not have U.S. activities or a Form W-8 or other form, which may require a U.S. tax identification number.  You are responsible for taxes and charges imposed by any government entity related to your participation in the Incentive Program.  If you wish to dispute any payment or lack of payment, you must notify GPC in writing within 30 days of the payment due date or you will waive any claim relating to the disputed matter.  Payment will be calculated by GPC based on records maintained by GPC only, and no other records will have any effect.
   
   
6. Promotional Activity.  You may promote Google Checkout according to the promotional guidelines at https://checkout.google.com/seller/promotional_guidelines.html.  Except as described in these promotional guidelines, you may not engage in any promotional activities involving Google Checkout without the prior written approval of GPC (which may be by email).  If you wish to use Google Checkout brand features, your use must comply with this Agreement, the promotional guidelines, and the brand use guidelines at http://www.google.com/permissions/guidelines.html .  As a participant in the Incentive Program, you are expected to promote Google Checkout to your customers through at least one marketing activity per calendar quarter (such as email promotion, newsletter promotion, participation in a GPC organized marketing activity, etc.).  GPC may use your brand features in presentations, marketing materials, and partner lists to identify you as a partner that has integrated with Google Checkout (if applicable) and as a partner that is participating in the Incentive Program.
   
   
7. Term and Termination.  This Agreement will take effect on the date of the Acceptance Email.  You may terminate this Agreement for any reason and at any time by sending written notice of your termination to checkout-provider-termination@google.com.  After you elect to terminate, you will not accrue any additional incentives under this Agreement.  GPC may for any reason and at any time terminate this Agreement.  After a termination by GPC, GPC will continue to pay the GMV Incentives based on the terms of Section 3(C) for any referral that meets the conditions of a Referred Merchant before the date of the termination by GPC.  But GPC will not be required to pay the GMV Incentive if you have breached the Agreement or if the termination is due to your abuse of the Incentive Program.  Sections 5, 9, 10, and 11 will survive termination of this Agreement.
   
   
8. Modification.  GPC may modify this Agreement at any time, and the modifications made by GPC will be effective going forward.  If you do not agree with a modification, you may terminate this Agreement as your sole remedy.
   
   
9. No Warranties; Limitation of Liability.  GPC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  GPC AND ITS AFFILIATES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  GPC'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY GPC TO YOU UNDER THIS AGREEMENT DURING THE THREE MONTHS BEFORE YOUR CLAIM.  Neither party will have any liability for failures or delays caused by a conditions beyond its reasonable control, such as governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
   
   
10. Representations and Warranties; Indemnification.  You represent and warrant that (a) the information that you provide to GPC to enroll in the Incentive Program is correct, (b) you have all necessary right, power, and authority to enter into this Agreement, and (c) you will comply with all applicable laws related to your participation in the Incentive Program.  You will indemnify, defend and hold GPC and its affiliates harmless from any third party claims and related expenses arising from your breach of any term of this Agreement.
    
    
11. Miscellaneous.  GPC retains all rights in Google Checkout and the Checkout API, and you do not acquire any rights in Google Checkout and the Checkout API, except for the limited rights granted in this Agreement.  This Agreement is governed by the laws of California, except for its conflicts of laws principles.  The exclusive venue for any dispute related to this Agreement will be the state or federal courts located in Santa Clara County, California, and each party consents to personal jurisdiction in these courts.  The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.  All references to dollar amounts refer to U.S. dollars.  Your participation in the Incentive Program is subject to the privacy policies at http://www.google.com/privacy.html and https://checkout.google.com/files/privacy.html.  The URLs in this Agreement are incorporated into this Agreement and may be updated by GPC.  This Agreement is the entire agreement between the parties on the subject matter.  A party's failure to require performance of any provision will not affect a party's right to require performance at any later time.  If any provision is held unenforceable by a court, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.  You may not assign (including by way of merger, sale of stock, or sale of assets) this Agreement or any rights or obligations in this Agreement without the prior written consent of GPC, and any attempt by you to make an assignment in violation of this sentence will be void and without effect.  GPC may assign this Agreement to any affiliate at any time without notice.  The relationship between GPC and you is not one of a legal partnership relationship, but is one of independent contractors.
    
    
12. Participants in Prior Referral Arrangements.
    
    
    • (A) Gap in Referral Arrangement.  If you were participating in a Google Checkout referral arrangement with GPC that expired before you became subject to this Agreement, GPC may at its option elect to pay you for Referred Merchants obtained during that gap period in accordance with the terms of this Agreement.
    • (B) Transition from Prior Referral Arrangement.  If you apply for this Incentive Program and you are still participating in another Google Checkout referral arrangement, then upon the Acceptance Email, you will (1) be deemed to have elected to terminate your participation in the other referral arrangement and (2) cease to accrue any incentives under the other referral arrangement.