Shopping Actions Merchant Program Addendum
Welcome to Shopping Actions (“SA”). This Shopping
Actions Addendum (“SA Addendum”)
is entered into by Google LLC (“Google”)
and the entity executing this SA Addendum electronically (“Merchant”). The SA Addendum
is an addendum to the Google LLC Advertising Program Terms that are
currently in effect between Google and Merchant (“Ad Terms”) and governs Merchant’s participation in
any SA program. If there are no Ad Terms in effect between
Google and Merchant as of the date Merchant agrees to this SA Addendum, then
the Google LLC Advertising Program
Terms found at www.google.com/ads/terms will govern Merchant’s participation in any SA program
and are incorporated by reference. If there is a conflict between
this SA Addendum and the Ad Terms, this SA Addendum will
govern. SA is considered a “Program” under the Ad Terms, and Merchant
is considered a “Customer” under the Ad Terms. This SA Addendum supersedes
all other agreements between the parties relating to its subject
matter (excluding any Google Express Merchant Direct Agreement, Google
Shopping Express (GSX) Merchant Agreement, or Google Local Shopping Service
Merchant Agreement in effect as of the date this SA Agreement is entered
into).
Google Merchant Center and AdWords. Participation in SA requires the use of Google
Merchant Center. The use of Google Merchant Center is governed by the Google
Merchant Center Terms of Service, available at https://support.google.com/merchants/answer/160173?hl=en, which are incorporated by reference. The information
collected by Google through SA is governed by Google’s Privacy
Policy, available at http://www.google.com/policies/privacy/.
Policies. Google maintains rigorous standards for items eligible for
listing through SA. Except as expressly set forth in this SA Addendum,
the Google Shopping Ads Policies, available at https://support.google.com/merchants/topic/2701546, the Google Payments Policies, available at https://support.google.com/payments/merchant/answer/75724, the Merchant Promotions Program Policies, available at https://support.google.com/merchants/answer/2877565, and the Shopping Actions Policies available at https://support.google.com/merchants/topic/7645622 (collectively, as modified from time to
time, the “SA Policies”) will
apply to all items sold through SA.
Updates. Google may add to, delete from or modify
this SA Addendum at any time. Changes to this SA Addendum
will not apply retroactively and will become effective 7 days after posting.
However, changes specific to new functionality or changes made for legal reasons
will be effective immediately upon notice.
1.
Definitions
1.1.
“API” means Google’s proprietary application programming interface
through which Merchant may communicate with Google in connection with
the SA.
1.2.
“Brand
Features” means trade names, trademarks, logos, domain names and other
distinctive brand features.
1.3.
“Payment Instrument Issuer” means a Program User’s card issuer.
1.4.
“Payment Instrument
Account” means Program User’s billing
account with a Payment Instrument Issuer.
1.5.
“Confidential Information” means information that one party (or an
affiliate) discloses to the other party under this SA Addendum, and
which is marked as confidential or would normally under the circumstances be
considered confidential information. Confidential Information does not include
information that the recipient already knew, that becomes public through no
fault of the recipient, that was independently developed by the recipient, or
that was lawfully given to the recipient by a third party.
1.6.
“Feed” is the Item Content and availability feeds that Merchant will
provide to Google via the Google Merchant
Center.
1.7.
“Shopping Actions” or “SA”
means all or part of the Google shopping service (including on the Google
Express digital mall) that includes item search functionality, order placement
and order management, and payment processing.
1.8.
“Google Payments Account” means a Merchant account for Google’s
payment processing service.
1.9.
“GPC” means Google Payment Corporation, the wholly owned subsidiary
of Google that operates and administers Google’s payment processing service.
1.10.
“include” or “including”
means “including but not limited to.”
1.11.
“Item Content” means the images and description data for items
sold by Merchant through SA.
1.12.
“Loyalty Number” means a Program User’s identification number
for, if applicable, Merchant’s loyalty program.
1.13.
“Merchant
Sales Channels” means the digital channels that Merchant offers Merchant
items for sale and where Merchant sets the price of its items. Merchant Sales
Channels can include Merchant’s website, other Merchant-operated sales
channels, and Merchant’s marketplace presences.
1.14.
“Non-US Merchant” means a Merchant that is a
business formed and principally based outside the US.
1.15.
“Order Cap” means a maximum number or value of SA Orders
over a period of time as determined by Google.
1.16.
“Other Taxes” with respect to fees payable by Merchant means any
duties, customs fees, or taxes (other than Google’s income tax) associated with
the provision of SA to Merchant, including any related penalties or
interest.
1.17.
“Program User” means an end user of SA.
1.18.
“Program User Information” means certain Program User personal
information including the Program User’s name, shipping address, and other
information provided by the Program User
1.19.
“RMA” stands for Return Merchandise Authorization.
1.20.
“SA Order” means an order by a Program User from a Merchant.
1.21.
“US”
means the United States of America.
2.
Item Content; Google Services
2.1.
Provision and Use
of Item Content. SA contains programs within which Merchant authorizes
Google to use automated tools to format item images and description data for
Item Content. Merchant may provide Item Content (a) through its Feed or the API
or (b) by providing a list of items to Google for which Google may assist
Merchant in the selection and generation of Item Content by retrieving the Item
Content from third party sources or Merchant's online properties. All Item Content provided by Merchant under this Section is
“content” and all URL(s) for Merchant’s online properties are “URL(s)” under
the Merchant Center Terms of Service. Merchant grants to Google and its affiliates a royalty-free,
perpetual, irrevocable, non-exclusive, worldwide license to use
the Item Content for the limited purpose of operating, promoting, and
improving SA and other Google shopping
services. For Item Content, Google may annotate associated ads, web search,
item listings, and other associated Merchant results or listings on any Google
service as available through SA. Merchant grants to Google and its
affiliates a royalty-free, non-exclusive worldwide license to use its Brand
Features product reviews, and Item Content in
advertisements and other marketing activities. For example, Google may
surface and advertise Item Content on Google properties such as YouTube and
Google search results pages and on other properties. Merchant may
provide Google with Merchant logos of size and quality suitable for use in
advertising.
2.2.
Merchant
Responsible for Items and Their Sale. Merchant will (a) be seller of record for all of Merchant’s items sold
through SA, (b) have and maintain the appropriate licenses and
permits required for its participation in SA, and (c) only provide items
on SA where Merchant as seller has legal title to such items e.g. as the seller of record, Merchant is solely responsible for
the items provided to Program Users in connection with its sale of items
through SA. Merchant will provide Google with notice of legal or
regulatory sale requirements that affect Google’s provision
of SA (examples include safety warnings and quantity restrictions on
controlled substances).
2.3.
Disclosure of
Quantity Data. Google may publicly disclose
numerical quantity of merchant’s items from the Feed in connection
with SA programs.
2.4.
Google
Precautionary Measures. To ensure
service quality and the proper use of SA, Google may audit the Feed to
confirm Merchant’s compliance with this SA Addendum and
applicable laws, including the use of confirmation tools within its internal
systems. As between Google and Merchant, any review of the Feed to confirm compliance with
this SA Addendum and applicable law does not
constitute an assumption of responsibility or liability by Google, nor does it override or lessen Merchant’s responsibilities or
liability under this SA Addendum or applicable law.
2.5.
Order Cap. Google may implement and enforce an Order Cap. The Order
Cap will only include Orders that have been passed to Merchant by Google for
fulfillment.
2.6.
Parity
with SA. Merchant is solely responsible for setting the prices of
items listed on SA. Merchant will list items on SA at prices
equal to or less than the prices, including promotions to the extent
they are supported by Google, that
those items are listed on Merchant Sales Channels.
The obligation under this section will only apply to prices and
promotions where Merchant determines the final price of the item(s). Subject to Section 2.8 (Excluded Items), the SA Policies,
and any other mutually agreed to item exclusions, Merchant will provide SA with
all the items that are offered for sale through Merchant Sales Channels.
Notwithstanding the prior sentence, Merchant may exclude (a) items identified
to be economically infeasible to list on SA, (b) any item that would violate
the terms of any agreement Merchant may have with a third party, or (c) any
item not supported by SA.
2.7.
Shipping
Speeds. Merchant will provide Google
with current, complete, and accurate information regarding all available
delivery options. Google will determine which items fit the delivery options
offered by SA and will be surfaced on SA. Merchant will offer at least the same
shipping speeds and under the same terms (i.e. parity on free shipping order
minimums) that Merchant offers on Merchant Sales Channels.
2.8.
Excluded Items. On behalf of a Program User, due to technical limitations,
to protect SA, or for other reasons, Google may, at its sole option,
exclude certain items or certain information about items (“Excluded Items”), including online promotions not supported by
Google. Merchant will not make Excluded Items available
on SA. Excluded Items on SA may include pharmaceuticals,
vitamins, or supplements, offers for custom products, bundled service plans,
used or refurbished products, digital goods, digital subscriptions, items
requiring in-store activation, and items sold by marketplace sellers.
2.9.
Restricted Items. Certain items that are currently Excluded Items might
later be permitted under this SA Addendum subject to special
conditions or requirements, in Google’s sole discretion, and may require
additional special treatment and handling which will be the responsibility of
the Merchant. If such items are permitted in the future,
this SA Addendum will be updated accordingly.
2.10.
Customer-Facing
Fees. Google may not support the
collection of customer-facing fees, such as eWaste or
CRV. If Google does not collect such fees, Merchant is responsible for covering
these fees or excluding items subject to fees.
2.11.
Latency. If a Merchant submits updated Item Content, Merchant
understands that there may be a delay of up to 1 day in updating the offers
displayed to Program Users.
3.
Payments; Refunds
3.1.
Google Payments
Account. Merchant will provide current,
complete, and accurate registration information necessary to establish a Google
Payments Account, and will maintain and promptly update that information with
Google if it changes. Merchant consents to GPC establishing a Google Payments
Account on Merchant’s behalf for processing payments and other financial
transactions in connection with SA. Merchant agrees that the Google Payments Terms of Service - Seller,
available at https://payments.google.com/payments/apis-secure/u/0/get_legal_document?ldo=0&ldt=sellertos&ldr=ZZ
will govern the processing services provided by GPC and Merchant’s
Google Payments Account, as amended by this SA Addendum. For processing SA
transactions, Merchant agrees to maintain a US bank account for processing SA
transactions.
3.2.
Processing for
Program User Payments. When a Program User makes a
purchase from Merchant via SA, then GPC, as the SA payment
processor for Merchant, will submit charges to Payment
Instrument Issuer for payment and processing through
the Payment Issuer Account. A reversal,
refund, or adjustment of that payment transaction may also be submitted by GPC,
as processor for Merchant, to the Payment Instrument Issuer for processing through the Payment Instrument Account. Once the funds from a SA payment
transaction are received from a Payment Instrument Account by GPC, those funds will settle to the Merchant’s
Google Payments Account. Merchant acknowledges that the authorization is not a
confirmation of the Program User’s identity; nor is an authorization a
guarantee by GPC that the transaction will not be subject to a chargeback or
other reversal. After the Program User’s Payment Instrument Account has been charged for the SA purchase, GPC
will cause an ACH transfer of funds from the Merchant’s Google Payments Account
to the bank account specified by the Merchant, unless the Merchant has already
been compensated for the SA purchase.
3.3.
Purchase Aggregation. Purchases from multiple Merchants via SA by a Program User may be
aggregated together, and Program User’s Carrier Billing Account may be charged
at a time agreed upon by GPC with the Program User. In this event, settlement
of Merchant’s SA transaction with that Program User to Merchant’s Google Payments
Account and/or bank account may be delayed.
3.4.
Refunds and
Adjustments. Merchant
agrees to Google resolving customer service issues in connection with an SA Order. Merchant consents to Google determining when a
Program User is due a refund or replacement order and Google may require
Merchant to be responsible for any associated applicable costs, including any
import duties, taxes or fees collected from the Program User, as communicated
by Google to Merchant or as described in the SA Policies. Merchant consents to
Google issuing the refund amount to the Program User (“Actual Customer Refund”). Merchant agrees not to accept cash or any
other consideration from a Program User in exchange for issuing a refund to a
Program User. Merchant will not ask or require a Program User to waive their
dispute rights as provided by Google, a card association or network, or
applicable law. Merchant will not give a cash refund to a Program User in
connection with a SA Order unless required by law. If Merchant provides a refund
through a means other than through Google’s payment processing service,
Merchant remains responsible if the underlying payment transaction results in a
chargeback or if Google provides an Actual Customer Refund to the Program User.
3.5.
Reconciliations,
Chargebacks, Fraudulent Transactions and Reserves. GPC may transfer funds to
and from the Merchant’s Google Payments Account and debit or credit
Merchant’s designated bank account to
reconcile SA purchases and refund transactions. Even if the Merchant’s return/cancellation policy prohibits
returns or cancellations, Merchant acknowledges that (a) Google may
still provide Program Users Actual Customer Refunds and/or (b) Merchant may still receive chargebacks relating to the transactions
and that Program Users may retain a chargeback right under card association and network rules and/or their agreement
with the holder of their payment account. If a Program User files a chargeback,
GPC will make a commercially reasonable effort to fully investigate the Program
User’s claim (a “Chargeback
Investigation”), and, whenever possible, dispute the chargeback on
Merchant’s behalf. If a Chargeback Investigation determines a chargeback is the
result of theft or the unauthorized use of a third-party's credit card
information (a “Fraud Chargeback”),
GPC will bear the cost of that Fraud Chargeback. For any other chargeback (an “Other Chargeback”), Merchant will not
be charged if the Other Chargeback is successfully disputed by Google and GPC.
GPC may charge the Merchant’s Google Payments Account, withhold payments, deduct
from payments otherwise owed to Merchant, reverse
previous payments credited to Merchant’s Google Payments Account or
designated bank account or invoice Merchant for
reimbursement of amounts previously paid to Merchant (v) for Other Chargebacks; (w)
if GPC believes that an SA payment transaction involves misconduct,
fraud or violation of law by Merchant, or otherwise violates
this SA Addendum; (x) for Actual Customer Refunds; (y)
for any other payment discrepancies; or (z) if Google reasonably determines that Merchant’s
performance or actions poses a risk to Google or third
parties as determined by Google in its sole discretion. Merchant agrees to
cooperate with GPC and to provide any information that may be reasonably
requested by GPC in its investigation of any of the foregoing circumstances,
including Actual Customer Refunds and Chargeback
Investigations. Google or GPC may establish a reserve on Merchant’s Google
Payments Account based on Google’s assessment of risks to Google or third
parties posed by Merchant’s actions or performance, and Google may modify the
amount of the reserve from time to time at Google’s sole discretion.
3.6.
Title. For order fulfillment originating from the
US, title for such items purchased through SA will pass
directly from Merchant to the Program User at the point of delivery. For order fulfillment originating from a location other
than the US, title for such items will pass from Merchant to the Program User
at the international shipping point.
3.7.
Sales Tax
Collection.
Merchant will be responsible for risk of loss or damages until delivery to the
Program User. Merchant is responsible for
calculating and informing Google how much sales tax to collect on
each SA Order, either with a sales tax engine made available by
Google or through other means. Google will collect the instructed amount
from the Program User. In jurisdictions where Google is required to
calculate and remit sales tax directly to the taxing authority (e.g., states
with applicable marketplace facilitator laws),
Google will calculate the tax based on its own tax engine and product
information available to it from Merchants and then remit those amounts to the
appropriate taxing authority. In jurisdictions where Google is not required to
remit sales tax directly to the taxing authority, (a) Google will remit sales tax to
the Merchant and Merchant will then be solely
responsible for remitting all applicable sales tax amounts to the appropriate
taxing authority; and (b) if the sales tax
amount displayed to a Program User during a SA transaction is too
high, the Merchant may downwardly adjust that sales tax amount before shipping
the SA Order. If a Program User is undercharged tax during
a SA transaction, neither Google nor the Merchant will subsequently
charge the Program User for the additional tax amount.
3.8.
Taxes with
Respect to Fees Payable by Merchant.
Merchant is responsible for any Other Taxes, and Merchant will pay Google
for SA without any reduction for such amounts. If Google is obligated
to collect or pay Other Taxes, the Other Taxes will be invoiced to Merchant,
unless Merchant provides Google with a valid tax exemption certificate
authorized by the appropriate taxing authority. If Merchant is required
by law to withhold any Other Taxes from its payments to Google, Merchant must
provide Google with an official tax receipt or other appropriate documentation
to support such withholding.
3.9.
Compliance with Laws. GPC is responsible for ensuring that the payment process
described under this SA Addendum
complies with applicable payment processing laws, rules and regulations
including card association and network rules. Merchant
is responsible for ensuring that its participation in SA and provision
of items in SA complies with all applicable laws, requirements, rules and regulations including (a) the Export
Administration Regulations (“EAR”) maintained by the U.S. Department of
Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury
Department’s Office of Foreign Assets Control, (c) the International Traffic in
Arms Regulations (“ITAR”) maintained by the U.S. Department of State, (d) card
association or network rules, (e) hardware certifications, product labeling
requirements.
3.10.
Google Sets
Program User Service Fees. Google
solely determines Program User-facing service fees, where necessary. Google may
change Program User-facing fees, membership plans, and shipping plans at
any time without notice.
3.11.
Temporary
Promotions. From time to time, Google
may fund, either in full or in partnership with Merchant or a third party,
temporary promotions on Merchant items. These promotions may be applied
on SA at the order level, across SA or on associated fees (including shipping
rates). Merchant may opt out of such temporary
promotions by using the applicable SA opt-out feature.
3.12.
Fee Schedule and
Invoicing. Fees payable by Merchant for
applicable programs are set forth in Section 7 (Pricing), below. Google may invoice Merchant for any necessary program fees and service
credits, or reconciliatory amounts owed by Merchant for a calendar month within
45 days after the end of that calendar month. Merchant will pay any undisputed invoices within 30 days of the date of the
invoice. Any portion of an invoice not disputed in good faith must be paid on
time and in full. Late payments bear interest at the rate of 1.5% per month (or
the highest rate permitted by law, if less). Any invoice disputes by Merchant
must be submitted to Google in writing within 15 days of the date of the
applicable invoice. Google reserves the right: (a) to correct at any time errors in its invoicing of Merchant, whether
those errors have benefited Google or Merchant, and (b) offset any amounts that
are payable by Merchant to Google under this SA Addendum against any payments Google may make to Merchant or
amounts Google may owe Merchant in
under this SA Addendum.
4.
Program User Information
4.1.
Protection of
Program User Information. Google may
share certain Program User Information with Merchant, which may include a Loyalty Number. Merchant may use any
Loyalty Number shared with Merchant by Google in accordance with
Merchant’s privacy policy only if the Program User to whom that
Loyalty Number is assigned has been given legally acceptable notice of, and
consented to, Merchant's privacy policy, and any other terms applicable to
Merchant’s loyalty program. Each
party will take appropriate steps to protect the security, privacy, and
confidentiality of Program User Information that it receives via SA.
Neither party will provide the other with any data in a manner that violates
applicable law or its own privacy policies. Merchant
acknowledges and agrees that Google may also share certain Program User Information,
information about Program Users’ transactions with Merchant and information
about Merchant with a Carrier, card association or network, as requested by the
Carrier, card association or network; Merchant agrees it has all necessary and
appropriate rights under its privacy policy, applicable law or regulations and
agreements for Google to provide such information to Carriers, card
associations or networks.
4.2.
Usage
Restrictions. With the
exception of billing addresses, Merchant will only
use Program User Information it receives from Google for internal sales and performance analysis or order fulfillment in connection
with SA programs solely as set forth in this SA Addendum. Merchant
will only use billing address received from Google for order fulfillment. If a
Program User requests for Merchant to cease using Program User Information for
internal sales and performance analysis then Merchant will honor that request. A Merchant will only use Program User Information for marketing-related
communications as set forth below under “Program User Marketing Choice”. None of the usage restrictions in this SA Addendum
are intended to limit Merchant’s ability to use any information lawfully
collected by a Merchant independent of SA.
4.3.
Program User
Marketing Choice. Google may offer Program
Users the ability to opt-in via SA to share their User Information with
Merchant for e-mail marketing communications (the “Marketing Opt-In”). Merchant may use the User Information from
those Program Users who chose the Marketing Opt-In so
long as such use is limited to Merchant’s e-mail marketing communications. Merchant will provide any Program Users to
whom it sends marketing emails using an email address provided by Google with information
about how it uses the email address and other Program User data (e.g., in a
privacy policy) and the opportunity to opt out of
receiving such emails as required by applicable law. For clarity, other
than Loyalty Numbers and User Information for Program Users who choose
the Marketing Opt-In, if applicable, Merchant will use all Program Users Information
provided by Google in connection with SA solely as set forth in
the Google Shopping Ads Policies.
5.
Order Management
5.1.
Manual and API
Order Management Systems. Merchants
accessing SA Orders will do so through Google’s Order Management System (either
manually or via an API). Merchant will honor the price, shipping speed and shipping method
displayed on a merchant-submitted SA offer if a Program User has
purchased the item via SA. Merchant will honor the shipping cost, fees and
any other promotional information set by a Merchant for all SA-eligible
items. Within one day of shipment, Merchant must update “Shipped” status
in Merchant Center or via API. Within two business
days of receiving a qualified item return, Merchant must update
item state to “Returned” status in Merchant Center or via API and initiate
the Merchant Authorized Refund.
5.2.
Shipping
Deadlines. Program User orders will
be canceled after 3 days from the end of the handling time window if
the order is not marked as shipped. If the order contains items with differing
handling times, Google will reference the longest handling time for such
cancellations.
5.3.
Tracking Numbers. Merchant must upload tracking numbers to Merchant
Center within 24 hours of the order being marked as shipped.
5.4.
International
Shipping. For any SA Orders where Merchant
ships an item from another country directly to a Program User located in the
US, the Program User will be the importer of record and Merchant will deliver
the items to the shipping address specified by the Program User. For shipments
where an entry is required to be filed with local customs authorities, Merchant
will appoint a customs broker on the Program User’s behalf and act as the
liaison between the customs broker and Program User. Merchant will be solely
responsible for remitting any applicable customs duties, taxes or fees due at
the time of import, on behalf of the Program user. For clarity, Merchant is
responsible for any applicable fees payable to a customs broker for shipment of
items into the US. Where applicable, Merchant will be responsible for obtaining
a power of attorney from the Program User.
6.
Customer Service.
6.1.
SA Receipts. Google will provide each Program User with an electronic
receipt for any SA Orders. Merchant will not provide Program
User with electronic receipts, except as required by law.
6.2.
Customer Service
Guidelines. Merchant acknowledges that it
may receive a request for forms of Program User support from
Google. Merchant agrees to provide specific contact channel(s) for Google
to escalate issues as needed and to meet a response time of 8 business hours or
less.
6.3.
Initiating
Returns. Returns must be
initiated by the Program User via Google Express within 30 days from the date
of delivery, or longer if allowed under Merchant’s standard return policies. At
such time, Google will provide the Program User with a printable return label,
packing slip, and Google Express "RMA" that includes a Google Order
ID, a Google Return ID, Merchant's order ID (if provided by merchant), item
titles, and return reasons to identify the return to the Merchant. Returns will
not be permitted for Program Users who attempt to make a return after 30 days
from the date of delivery (or later depending on the Merchant’s standard return
policy).
6.4.
Return Costs. Return shipping will be paid by
Merchant using Google rates and Google will invoice Merchant for return
shipping costs. If Merchant does not offer free returns to Program Users,
Merchant will charge for returns as a pass-through cost to be automatically
deducted from Program User refunds. Merchants will not charge restocking
fees. Merchant will specify where return items will be shipped to (either
a merchant owned US return address or the Google centralized returns address,
subject to additional cost). Google will not
be responsible for export or import clearance on any returns. Merchant must
provide a US return address for all items sold by Merchant on SA. All Program user
returns will be sent to the return address provided by the Merchant.
7.
Pricing. For SA, the commission rates detailed below will apply to
the final net price charged, including any shipping fees
assessed, to the Program User. The
commission will be calculated based on the item category as determined by
Google at the time of sale. For clarity, the commission assessed on
shipping fees for a specific order will be
the blended average commission for that order. Associated
taxes collected from the Program User at the time of sale, as calculated by
Google’s tax engine or by other Google-approved means, are excluded from the
commission calculation.
7.1.
Commission Rate
Schedule.
|
Top Level Category |
Sub-Category |
Commissions |
|
Animals & Pets |
Animals & Pet Supplies |
12% |
|
Dog Food, Cat Food, & Cat
Litter |
5% |
|
|
Apparel & Accessories |
Apparel & Accessories |
12% |
|
Luggage & Bags |
12% |
|
|
Shoes, Handbags & Sunglasses |
12% |
|
|
Baby & Toddler |
Baby & Toddler |
12% |
|
Baby Food, Wipes, & Diapers |
5% |
|
|
Beauty |
12% |
|
|
Business & Industrial |
11% |
|
|
Consumer Electronics |
Cameras, Optics, & Photography |
7% |
|
Consumer Electronics |
7% |
|
|
Electronics Accessories |
12% for the portion of the total
item price up to and including $100; and 7% for any portion of the total item
price greater than $100 |
|
|
Personal Computers |
6% |
|
|
Software & Video Games |
12% |
|
|
Video Game Consoles |
7% |
|
|
Collectibles |
Collectible Coins |
9% |
|
Entertainment Collectibles |
12% |
|
|
Sports Collectibles |
12% |
|
|
Gift Cards |
12% |
|
|
Grocery |
Beverages |
5% |
|
Food & Grocery |
7% for items with a total price of
$15 or less; and 12% for other items |
|
|
Tobacco Products |
12% |
|
|
Health & Personal Care |
12% |
|
|
Home & Hardware |
Building Materials |
5% |
|
Furniture |
12% |
|
|
Hardware |
12% |
|
|
Household Supplies |
12% |
|
|
Home & Garden |
12% |
|
|
Kitchen & Dining |
12% |
|
|
Major Appliances |
8% |
|
|
Tools |
11% |
|
|
Hobbies & Leisure |
Costumes & Accessories |
12% |
|
Hobbies, Arts, & Crafts |
12% |
|
|
Musical Instruments |
12% |
|
|
Sporting Goods |
12% |
|
|
Toys & Games |
12% |
|
|
Jewelry & Watches |
Jewelry |
15% |
|
Watches |
14% for the portion of the total
item price up to and including $1,500; and 3% for any portion of the total
item price greater than $1,500 |
|
|
Media |
12% |
|
|
Office Supplies |
12% |
|
|
Automotive & Powersports |
Vehicles |
5% |
|
Vehicle Parts & Accessories |
11% |
|
|
Vehicle Tires & Wheels |
9% |
|
|
Everything Else |
12% |
|
7.2. For Non-US Merchants, with 30 days prior
written notice, Google may increase the above commission rates to defray any
applicable transactional costs associated with international orders.
8.
Warranty. Merchant warrants that (a) it is not a
franchise, travel agent or high-brand risk merchant as defined in card
association or network rules, or other type of merchant prohibited under card
association or network rules to participate in SA; (b) has and will retain all
necessary rights to grant the licenses in this Agreement.
9.
Confidentiality; Publicity; Retention of Rights
9.1.
Confidentiality. The recipient of Confidential Information will not
disclose such Confidential Information, except to affiliates, employees, agents
or professional advisors who need to know it and who have agreed in writing (or
in the case of professional advisors are otherwise bound) to keep it
confidential. The recipient will ensure that those people and entities use the
received Confidential Information only to exercise rights and fulfill obligations
under this SA Addendum, while using reasonable care to keep it
confidential. The recipient may also disclose Confidential Information when
required by law after giving reasonable notice to the discloser if legally
permissible.
9.2.
Retention of Rights. Other than as set forth in this SA Addendum,
Google retains all rights in SA,
including all intellectual property rights relating to SA. Merchant
will not sell, lease, sublease, alter or use any assets provided to Merchant
under this SA Addendum for any purpose other than to fulfill orders through SA.
Merchant retains all rights including all intellectual property rights in Item
Content and Merchant’s Brand Features.
9.3.
Publicity. Merchant may not make any
public statement about the relationship contemplated by this SA Addendum
without Google’s written approval, except when required by law after giving
reasonable notice to Google.
9.4.
Inspection. To ensure compliance with applicable law, rules and regulations in
connection with Merchant’s use of SA, GPC, a bank used by GPC to process
Merchant’s transactions, a card association, network or government agency may
investigate, review, audit or inspect Merchant, including by inspecting
Merchant’s premises and auditing the books, records, and procedures of Merchant.
10.
Indemnification
10.1.
Obligations. Merchant will defend and indemnify Google, directors,
officers, and employees against all liabilities, damages, losses, costs, fees
(including legal fees), and expenses relating to any allegation or third-party
legal proceeding to the extent arising from: (i)
Merchant’s fraud, misrepresentation, willful misconduct, breach of
this SA Addendum, or violation of law or (ii) Merchant’s
items sold, marketed or promoted through SA (including claims
related to product liability).
10.2.
Exclusions and
Conditions. This
Section 10 (Indemnification) will not apply to the extent the
underlying allegation arises from Google’s breach of this SA Addendum
or from modifications to Merchant’s Brand Features that were not authorized by Merchant. Any settlement
requiring Google to admit liability, pay money, or take (or refrain from
taking) any action, will require the Google’s prior written consent, not to be
unreasonably withheld, conditioned, or delayed.
11.
Termination. Google may end or suspend SA, Merchant’s participation
in SA or any SA program at any time for any reason,
including for violation of any applicable Google policies. Merchant may end or
suspend its participation in SA overall or in a specific SA program
by providing notice to Google at shopping-actions-support@google.com. Merchant
understands that it may take up to 3 business days after such notice is
provided for Google to remove the Merchant’s product offers from
the SA program(s). This SA Addendum will survive any
termination or expiration with respect to any SA Orders placed before any final suspension or termination of Merchant’s
participation in SA, and any other sections that under their terms or by
implication ought to survive any termination or expiration of
this SA Addendum. Notwithstanding the above, Google may withhold
funds to cover Google’s expectation of any refund, reconciliation, chargeback
or dispute exposure for up to 180 days. Merchant will remain liable for
financial obligations incurred by Merchant after the expiration or termination
of this SA Addendum.
12.
Governing Law.
12.1.
ALL CLAIMS ARISING OUT OF OR
RELATING TO THIS SA ADDENDUM WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING
CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE
FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES
CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
12.2.
Non-US Merchants organized in China. If a
dispute arises out of or relating to the subject matter of this Agreement
between Google and Merchant or Merchant affiliate that are organized in China
then Section 12.1 (Governing Law) of this SA Addendum will not apply and this
Section 12.2 will apply.
12.2.1. ALL CLAIMS ARISING OUT OR RELATING TO THIS SA ADDENDUM
("Dispute") WILL BE
GOVERNED BY LAWS OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS
RULES.
12.2.2. The parties will try in good faith to settle any Dispute
within 30 days after the Dispute arises.
If the Dispute is not resolved within 30 days, it must be resolved by
arbitration by the American Arbitration Association’s International Centre for
Dispute Resolution in accordance with its Expedited Commercial Rules in force
as of the date of this Agreement ("Rules").
12.2.3. The parties will mutually select one arbitrator. The
arbitration will be conducted in English in Santa Clara County, California,
USA.
12.2.4. Any party may apply to any competent court for injunctive
relief necessary to protect its rights pending resolution of the arbitration.
The arbitrator may order equitable or injunctive relief consistent with the
remedies and limitations in this Agreement.
12.2.5. Any party may petition any competent court to issue any
order necessary to protect that party's rights or property; this petition will
not be considered a violation or waiver of this governing law and arbitration
section and will not affect the arbitrator’s powers, including the power to
review the judicial decision. The parties stipulate that the courts of Santa
Clara County, California, USA, are competent to grant any order under this
Agreement.
12.2.6. The arbitral award will be final and binding on the parties
and its execution may be presented in any competent court, including any court
with jurisdiction over any party or any of its property.
12.2.7. Any arbitration conducted under this Agreement will be
considered Confidential Information, including the existence of the
arbitration, any information disclosed during it, and any oral communications
or documents related to it. The parties may also disclose such information to a
competent court as may be necessary to file any order or execute any arbitral
decision, but the parties must request that those judicial proceedings be
conducted in camera (in private).
12.2.8. The parties will pay the arbitrator’s fees, the
arbitrator's appointed experts' fees and expenses, and the arbitration center's
administrative expenses in accordance with the Rules. In its final decision, the arbitrator will
determine the non-prevailing party's obligation to reimburse the amount paid in
advance by the prevailing party for these fees.
12.2.9. Each party will bear its own lawyers’ and experts’ fees
and expenses, regardless of the arbitrator’s final decision regarding the
Dispute.