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.
1.1. “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.
2.1. 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.
3.2. 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.
4.1. 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.
5.1. 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.
6.2. 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.
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.
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.
10.2. 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.