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These Google Pay for Business Program Additional Terms of Service pertain to a collection of services (collectively referred to as “Programs”) the access to which is provided by Google India Digital Services Private Limited with registered office at 5th floor, DLF Centre, Block 124, Narindra Place, Sansad Marg, New Delhi - 110001 ("Google"). Google Pay for Business Program Additional Terms of Service. These Google Pay for Business Program Additional Terms of Service contain two parts: <ol> <li> <a href="#term-part-a">PART A (General Terms and Conditions)</a> which applies to all Programs; and </li> <li> <a href="#term-part-b">PART B (Additional Program Specific Terms)</a> which contains additional terms and conditions that apply to specific Programs. </li> </ol> <h3><a name="term-part-a"></a>PART A (General Terms and Conditions)</h3> 1. APPLICABLE TERMS. To use the Google Pay for Business Program Additional Terms of Service, you must accept: <ol class="ol-lower-roman"> <li> the <a href="https://www.google.com/policies/terms/" target="_blank" rel="noopener noreferrer">Google Terms of Service</a> (the “Universal Terms”); </li> <li> these Google Pay for Business Program Terms of Service (“Additional Terms”); </li> <li> the <a href="https://developers.google.com/pay/api/android/guides/brand-guidelines" target="_blank" rel="noopener noreferrer">Google Pay Brand Guidelines</a>; </li> <li> the <a href="https://developers.google.com/terms/?mp-r-id=SITy83k=" target="_blank" rel="noopener noreferrer">Google API Terms</a>; </li> <li> the <a href="/intl/en_in/about/business/policy/">Google Pay for Business Program Policies</a>; and </li> <li> the <a href="https://policies.google.com/privacy?hl=en-IN" target="_blank" rel="noopener noreferrer">Google Privacy Policy</a> (the “Privacy Policy”), which describes how your information is processed when you use the Program. </li> </ol> These six documents are collectively referred to herein as the “Combined Google Pay for Business Program Terms”. Please read each of these Combined Google Pay for Business Program Terms carefully, starting with the Universal Terms as they contain important information about your legal rights, remedies and obligations. These Combined Google Pay for Business Program Terms constitute a legally binding agreement between you and Google governing your access to and use of any Program. If you do not understand these documents or do not accept any part of them, then you should not use the Google Pay for Business Account or the Program. You understand that services may be offered incrementally on Google Pay or Google Pay for Business Platform, and that these Combined Google Pay for Business Program Terms may be applicable accordingly. You further understand and agree that Google reserves the right to update any of these Combined Google Pay for Business Program Terms from time to time. You must ensure that you keep yourself up-to-date and read the Combined Google Pay for Business Program Terms at close intervals. If there is any conflict between these Additional Terms and the Universal Terms, these Google Pay for Business Program Terms of Services will prevail. 2. MERCHANT WARRANTIES By agreeing to the Combined Google Pay for Business Program Terms, you represent and warrant that: <ul> <li> You are 18 years of age or older, and you are capable of entering into a legally binding agreement; </li> <li> You are or represent a business located in India. If you are a business located outside India, do not use the Program; and </li> <li> You are duly authorized to do business in India and enter into the Combined Google Pay for Business Program Terms. Your employees, officers, representatives, and other agents accessing the Program are authorized to access the Program and to legally bind you to the Combined Google Pay for Business Program Terms. </li> </ul> 3. DEFINITIONS “Acquiring Banks” means for the purpose of this Google Pay for Business Program Terms, means the PSPs with whom Google has entered into an arrangement to facilitate UPI based Payment Transactions such as ICICI Bank Limited and Axis Bank Limited. “Applicable Law” means all applicable laws, statutes, rules, regulations, guidelines, statutory or government notifications including Reserve Bank of India regulations and Payment Participant Rules (as defined below). “Brand Features” means all brand designations including trade names, trademarks, service marks, logos, domain names, artwork, design and other distinctive brand features of each party. “Buyer Information” is any information about a Buyer obtained by a Merchant through Google Pay App or directly from the Buyer under a Program, including personal information about the Buyer. “Credit Information” is any credit specific information of You like Your Credit Score and Your Credit Information Report. “Credit Information Report” is the report generated by TUCIBIL that is viewed by You on Google Pay for Business App. “Credit Score” is the score that is in Your Credit Information Report provided by TUCIBIL on Google Pay for Business App. “Credit Score Simulator” is a tool provided by TUCIBIL on Google Pay for Business App to educate You on how Your interaction with financial services products that You use impacts Your existing CIBIL Score, For example, the impact of non-payment of credit. “End User Permitted Purpose” means use of the Credit Information for the sole purpose of providing You access to Your Credit Information as and when requested by You on Google Pay for Business App subject to the terms below. “Funding Account” means a credit card, bank account (through debit card or net banking), prepaid payment instrument (PPI) such as wallet, BHIM UPI account, that is registered or used by a Buyer to fund Payment Transactions. “Google Pay for Business Account” means the account you create with Google or Google Group Companies to avail Program(s), which may be accessed through Google Pay for Business Platform. "Google Pay for Business App" will mean the ‘Google Pay for Business’ app operated by Google or Google Group Companies where the details of the Google Pay for Business Account can be viewed and managed. “Google Pay for Business Platform” will mean the ‘Google Pay for Business’ console or the Google Pay for Business App, operated by Google or Google Group Companies where the details of the Google Pay for Business Account can be viewed and managed. “Google Group Companies” or “Group Companies” means Google’s parent, its subsidiaries and associate companies, and the parent’s ultimate holding company and its direct or indirect subsidiaries, including their associate companies. “Google Pay App” means the application operated by Google or Google Group Companies for Buyers for the purpose of facilitation of Payment Transactions and provision of bill payment services and other technology services. “Google Pay APIs” in relation to a Program means all APIs made available to the Merchant under the said Program by Google or Group Companies. “Large Merchant” shall mean Other Merchants as defined under RBI circular DPSS.CO.PD No. 1633/02.14.003/2017-18 dated December 6, 2017 (as may be amended from time to time) or any other circular issued by RBI from time to time. “Merchant” means a person or entity, involved in any legal business within India, who has created a Google Pay for Business Account for such business. “Merchant Store” means physical or online retail presence operated by the Merchant in India. “Payment Service Providers (PSPs)” means such entities (i) which are regulated by the Reserve Bank of India under Banking Regulations Act 1949 and is authorized by the Reserve Bank of India for providing mobile banking service, and (ii) with whom Google has entered into an arrangement to facilitate UPI based Payment Transactions. “Payment Participants” means all parties involved in the payment system including payment aggregators, card associations, Acquiring Banks, National Payments Corporation of India and the Reserve Bank of India. “Payment Participant Rules” will mean applicable rules, guidelines, directions, instructions, requests, etc. issued by Payment Participants from time to time. “Payment Transaction” means (a) a payment instruction placed by the Buyer for the purchase of products and/or services from a Merchant on the Spot Program or SMB Program; or (b) a payment instruction placed by the Buyer via Google Pay App for the purchase of products and/or services from a Merchant on the G4B Program. “Program” means each service access which is provided by Google to its Merchants through the Google Pay for Business Account as described in <a href="#term-part-b">Part B (Additional Program Specific Terms)</a>, including (i) G4B Program; (ii) Spot Program; (iii) SMB Program and/or (iv) Offers Program. “Settlement Amount” means the amount (inclusive of applicable taxes levied on sale of product/ services by you to the User) to be settled to the Merchant with respect to products and services purchased by the Buyer using the Program; and regarding Payment Transactions to be settled by Google with a Merchant under the SMB Program will mean an amount remaining after deducting Google Fees, Transaction Processing Fee/MDR (as applicable), refunds, chargebacks and applicable Taxes from such Payment Transaction or settlement towards any merchant/service provider expressly authorized by the Merchant, subject to Applicable Laws. “Small Merchant” shall mean Small Merchants as defined under RBI circular DPSS.CO.PD No. 1633/02.14.003/2017-18 dated December 6, 2017 (as may be amended from time to time) or any other circular as issued by RBI from time to time. “Soundpod” means a device with SIM based connectivity, built-in speaker to support voice based audio notification service with relevant accessories and includes the Google Pay QR code. “Tax” or “Taxes” means all applicable government-imposed taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), fees, duties or such other similar taxes. “User” or “Buyer” means a person or entity who makes a Payment Transaction for products and services purchased from a Merchant. “We” or “Us” means Google. “You”, “you”, “Your”, “your” means a Merchant. 4. GOOGLE’S ROLE Scope. Under each Program availed by a Merchant, Google will provide the Merchant with access to the Google Pay for Business Account and to the Program subject to the additional terms provided under <a href="#term-part-b">Part B (Additional Program Specific Terms)</a> of these Additional Terms. Google Group Companies. Google reserves the right to use the services of its Google Group Companies to provide any of the Program to you, and for such limited purpose may share your business information with the relevant Google Group Company. Google’s Role as Intermediary. Except as stated otherwise in <a href="#term-part-b">Part B (Additional Program Specific Terms)</a> of these Google Pay for Business Terms, Google: <ol class="ol-lower-alpha"> <li> is a facilitator of Payment Transactions and supports the Payment Transactions as a technology service provider as per the applicable Payment Participant Rules; </li> <li> is not a party to the agreement or arrangement pertaining to Payment Transactions between a Buyer and a Merchant; </li> <li> is not a Payment Service Provider (PSPs); </li> <li> is not and will not be responsible for any aspect of the products or services that you provide; </li> <li> is not and will not be responsible for any communications or offers made by you through Google Pay App to the Buyer or any third party; </li> <li> is not a party to and will not be responsible for any disputes, chargebacks or reversals arising under Payment Transactions; </li> <li> is not responsible for any act of Users, including, non-completion of a Payment Transaction; </li> <li> is neither acting as a trustee nor acting in a fiduciary capacity with respect to any Payment Transaction; and </li> <li> does not determine, advise or in any manner control the commercial terms of the Payment Transaction, including the price of products and services offered for sale by a Merchant. </li> </ol> Relationship Between the Parties. The relationship between Google, its Group Companies and You is on a principal-to-principal basis. Nothing contained herein creates any association, partnership, joint venture, franchise or relationship of principal and agent, or master and servant, or employer and employee between you and Google or Google Group Companies. You will not create any such duty or obligation, whether expressed or implied, on behalf of Google. Google has no connection or interest of whatsoever nature in your business or the products or services offered/marketed by you. You acknowledge and confirm that Google and Google Group Companies have no control over your inventory of products or services. Google’s Use of Third Party Service Providers. Google may use a third party to provide some or all aspects of a Program (“Third Party Service Provider”). For this purpose, you acknowledge and consent that Google can share details about your business with the Third Party Service Provider. You may also need to accept such Third Party Service Provider’s additional terms and conditions and meet additional requirements (“Third Party Service Provider’s Terms”) to enable the Third Party Service Provider to provide their services under the Program. Google will not be responsible or liable to you for any loss incurred by you as a result of your interaction with such Third Party Service Provider under a Program, or for any action or inaction of such Third Party Service Provider. 5. ENROLMENT IN THE PROGRAM Election of a Program. You may choose to apply for any of the Program through your Google Pay for Business Account including in the manner prescribed <a href="https://support.google.com/pay-offline-merchants/answer/9232117?hl=en&ref_topic=9232447" target="_blank" rel="noopener noreferrer">here</a>. Once you avail a Program, in addition to the Part A of these Additional Terms, the applicable terms from <a href="#term-part-b">PART B (Additional Program Specific Terms)</a> will also apply. You may cancel a Program you have availed, through the settings of your Google Pay for Business Account, subject to the terms in <a href="#term-part-b">PART B (Additional Program Specific Terms)</a>. Accuracy of Information. You will provide Google with all information and documents as may be required by Google to enroll you into a Program. Google may from time to time request additional or updated information for continued enrolment in the Program. You will keep all information provided to Google up-to-date and accurate. You warrant and represent that all information you provide to Google is true and accurate. Verification and Disclosure of Merchant Information. Google will review and may <a href="https://support.google.com/pay-offline-merchants/answer/9525559?hl=en&ref_topic=9232447" target="_blank" rel="noopener noreferrer">independently verify</a> the information you provide, including through visits to and photographs of your Merchant Store or by verifying on third party databases. Google may also provide such information and information about any Payment Transaction to (i) its Payment Service Providers on whose behalf Google onboards Merchants or a Payment Participant or any relationship bank where Google has its nodal account, (ii) any other bank account, as may be required and (iii) any regulator or law enforcement authority as required under Applicable Law. Cancellation of Enrolment. Google reserves the right to cancel or suspend your enrolment in a Program, at any time. 6. USE OF THE PROGRAM Permitted Use. You will use the Program only to (1) accept payments in connection with a Payment Transaction initiated by a Buyer for a bona fide sale of your products or services; (2) communicate with and send offers to Buyers through Google Pay App; and (3) avail the technological solutions provided by Google for the Merchant Store(s). Limitation on Use of Program. Google may establish general practices and limits concerning use of the Program, including <a href="https://support.google.com/pay-offline-merchants/answer/9357311?hl=en&ref_topic=9232447" target="_blank" rel="noopener noreferrer">individual or aggregate transaction limits</a>, subject to Applicable Law. Merchant Display. Google will have no obligation to feature you prominently or in any particular manner on Google Pay App, unless agreed otherwise by the Parties in writing (via email). Prohibited Uses. You will not use the Program (a) for illegal purposes, or in support of illegal activities; (b) to promote or facilitate an unlawful transaction or the sale or exchange of any unlawful or prohibited products or services; (c) in connection with content or activities that are deceptive or that are prohibited under the <a href="/intl/en_in/about/policy/">Google Pay Policies</a> or <a href="/intl/en_in/about/business/policy/">Google Pay Policies for Businesses</a> or <a href="https://support.google.com/googleplay/android-developer/topic/9877466?hl=en&ref_topic=9858052" target="_blank" rel="noopener noreferrer">Play Policy</a>; (d) in any way that suggests that your business is endorsed by Google; (e) in any way that may damage Google’s reputation or goodwill; or (f) on in any way that is not compliant with the Applicable Law. Google may, at any time, require you to certify the compliance with the above, in writing, and you will provide such written certification together with such supporting documents as may be required by Google from time to time. Risk Monitoring; Fraudulent, Unusual or Suspicious Transactions. Google may monitor your Payment Transactions for high-risk practices, unusual or suspicious activity, and/or fraudulent transactions. If Google has reason to believe that there is suspicious or unusual activity being carried out, Google may reject your Payment Transactions and temporarily or permanently suspend your access to the Program. If a Payment Transaction is rejected or is unable to be completed, Google will either transfer the funds back to the User’s Funding Account or will handle the funds in accordance with Applicable Laws and Payment Participants Rules. Non-Transactional Remittances. You may not use the Program to process a Payment Transaction, or otherwise transfer money between you and a Buyer in any transaction, that does not directly result from that Buyer's purchase/use of a product or service unless you are engaged in non-transactional remittance business on your Spot, subject to Applicable Laws. Discriminatory Pricing. You may not: (a) charge different purchase price to different Buyers for the same products and/or services; (b) establish a minimum or maximum purchase amount that is different for different Buyers making a purchase through the Program; (c) require a Buyer to provide you with the account numbers of any credit card, debit card, or other payment instrument in addition to information provided through the Program; or (d) add any service surcharge that is specific to a Buyer making a purchase through the Program. Buyer Queries. If Google requires your assistance in providing information to a Buyer for any reason, including to resolve a query or dispute, you will promptly provide such assistance to resolve Buyer disputes or queries as may be reasonably requested from time to time. Compliance with Payment Participant Rules. You will comply with all applicable rules, guidelines, directions, instructions, requests, etc., issued by Payment Participants from time to time ("Payment Participant Rules") to avail a Program. You are responsible for keeping yourself up-to-date and compliant with all such Payment Participant Rules. Therefore, the Payment Participant Rules are between you and the respective Payment Participant. Google is not liable for any actions or inactions of such Payment Participants. 7. DELIVERY, INVOICES AND CUSTOMER SUPPORT Obligation to Deliver. You are responsible for delivery of products or services to Buyers. If you are unable to deliver the whole or any part of the products or services, you will inform the Buyer and take immediate action to refund the payment amount in whole or in part. Risk of Delivery. All risks associated with the delivery will be borne solely by you; and any disputes regarding the product or service purchased, including quality, merchantability, non-delivery, delay in delivery, will be resolved directly between you and the Buyer. Invoices. You are responsible for raising an invoice on the Buyer, with a description of the products or services sold, and such other details as may be required by Applicable Law. You will maintain proper records of invoices and transactions as required by Applicable Law. Responsibility for Customer Support. All issues relating to products and services offered for sale by you including purchase price, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes, are solely your responsibility. When offering customer support, you will always present yourself as a separate entity from Google and its Group Companies. You will make customer support available during all hours when you are open for business. You will respond promptly to Buyer support requests. Customer support will include appropriate guidance to Buyers on how to contact you for customer support. 8. DISPUTES, CHARGEBACKS AND REFUNDS Disclaimer of Liability. Except as provided under <a href="#term-part-b">Part B (Additional Program specific terms)</a> you are solely responsible for all refunds and chargebacks. Google’s role in facilitating such refunds or chargebacks will be limited to that of an intermediary, and Google will not be liable for any claims, disputes and penalties which may arise in connection with refunds or chargebacks. Chargebacks. All chargebacks or settlement adjustments regarding Payment Transactions shall be facilitated in accordance with Applicable Law, including specifically any applicable regulations or operating guidelines issued by the Reserve Bank of India (RBI) and the NPCI. If a chargeback is initiated by a User, you will provide Google with all information and documentation, and any other assistance reasonably required, for Google to facilitate the chargeback in accordance with applicable laws. Refund and Cancellation. You are responsible for refunds and cancellations. You should maintain a fair refund, cancellation or adjustment policy in accordance to the products or services offered. You must disclose your return or cancellation policy to Buyers before transacting with them. Merchant Initiated Refund. If you wish to initiate a refund or cancel a Payment Transaction after the same has been settled with you by Google, then subject to Applicable Laws, Google will facilitate such refund to the User provided (i) Google has made available this feature to you and given you access to the Google Merchant Initiated Refund APIs (ii) the amount yet to be settled with you is greater than the refund amount, (iii) you have provided the concerned User’s valid payment instrument details (like UPI VPA handle or card details) to Google, and (iv) you have issued specific directions to Google through the Google Merchant Initiated Refund APIs (as per the <a href="https://developers.google.com/terms/?mp-r-id=SITy83k=" target="_blank" rel="noopener noreferrer">Google Pay API Terms</a>). Disputes or Complaints. If there is a dispute or complaint relating to your use of or participation in the Program, and in particular related to chargebacks or refunds, You will provide Google with all information and documentation, and any other assistance reasonably required, for Google to investigate and/or defend such claims. 9. COMMUNICATION PLATFORM Communication Platform. The Program provides tools to facilitate communication between you and Buyers who are registered on Google Pay App. Google provides these tools as a platform and is not responsible for the content of any communications. Responsibility for Communications. You are responsible for the content of any communication you make to Buyers. You will ensure that no illegal, unlawful or unauthorised communication is made to Buyers through the Program. Google reserves the right to suspend or terminate your use of the Program, in whole or in part, if any communication that is not in compliance with these Additional Terms or the Google Pay for Business Program Policies. Collection of Communication Data. Google reserves the right through automated means, to collect, store, use, access your communications on Google Pay App or Google Pay for Business Platform for the purposes outlined in these Additional Terms. 10. USE OF BUYER INFORMATION Responsibility for Compliance. Your use of any Buyer Information provided to you through the Program will comply with Applicable Laws, your agreements with your Payment Participants, your privacy policy, Payment Participant Rules (if applicable) and <a href="/intl/en_in/about/terms/external/pipa/">Google’s partner information protection addendum</a>. Permitted Uses. You will not use or share any Buyer Information except to process a Payment Transaction that the Buyer requested and to maintain the Buyer's account with you, or as otherwise expressly permitted by the Buyer. 11. MERCHANT’S BRAND FEATURES Use of Merchant Brand Features. The Merchant grants Google a limited, non-exclusive, non-sublicensable, royalty free right to use the Merchant’s Brand Features on Google Pay App or Google Pay for Business Platform, as applicable, for communications, promotions, mobile applications, and other agreed forms, as required by Google to perform services under a Program. Revocation of Right. When the Merchant no longer participates in the Program, the Merchant may revoke the permission granted in this paragraph to use the Merchant’s Brand Features by providing a written notice to Google and a reasonable period of time to cease such use. The Merchant represents and warrants that no Merchant Brand Features will infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. The Merchant acknowledges and agrees that Google will manage, use, store, retain and process the Merchant’s Brand Features, or remove any Merchant’s Brand Features if Google receives notice or otherwise reasonably believes that such Brand Features may infringe, misappropriate, or otherwise violate any third party's intellectual property. 12. GOOGLE PAY FOR BUSINESS OFFERS; MERCHANT VOUCHERS Google may enable Merchants to earn benefits and rewards by availing the offers made through the Google Pay for Business Platform, subject to specific terms and conditions published with each offer (“Google Pay for Business Offers”). The following additional terms apply to Google Pay for Business Offers: Google Pay for Business Offer Eligibility. In addition to your compliance with the Combined Google Pay for Business Program Terms, you must meet the eligibility requirements for each Google Pay for Business Offer to participate. Details of the Google Pay for Business Offers and the eligibility terms and conditions for such an offer will be published with the offer in your Google Pay for Business Platform. A Google Pay for Business Offer may vary from Merchant to Merchant. Please read the accompanying terms and conditions applicable to your Google Pay for Business Offer, as provided in your Google Pay for Business Platform carefully. Additional T&C for Google Pay for Business Offers. To participate in a Google Pay for Business Offer, you must agree to any terms and conditions accompanying such Google Pay for Business Offer. You agree that your participation in a Google Pay for Business Offer constitutes your understanding of, and agreement to the individual Google Pay for Business Offer terms and conditions published with that offer. Google reserves the right, at its sole discretion, to disqualify you if you do not meet the applicable Google Pay for Business Offer’s requirements or in case of reasons including but not limited to any misuse of such offer or fraud or suspicious transactions/activities. Google also reserves the right to discontinue or change any Google Pay for Business Offer at any time, at its sole discretion, with or without notice to you. Expiration of Google Pay for Business Offer Rewards. Some rewards may require you to claim them by ‘scratching’ a scratch card to reveal the reward, tapping a ‘claim’ button or similar. You must claim any such reward within 45 days after receipt in the Google Pay for Business App. Any rewards you do not claim within 45 days of receipt, are subject to expiry by Google, at its discretion and without further notice to you. Google will not have any liability or responsibility to you for your failure to claim or redeem a reward. If you do not claim your Google Pay for Business Offer rewards within 45 days of receipt, or link your UPI enabled savings account to your Google Pay for Business Account within 45 days of claiming the reward, your reward will be deemed to be forfeited and will no longer be available to you. Merchant Vouchers. Merchants may earn Merchant Vouchers through the Google Pay for Business Platform, subject to specific terms and conditions published with each Merchant Voucher. Details of the Merchant Voucher and the eligibility terms and conditions for such Merchant Voucher will be published in your Google Pay for Business Platform. A Merchant Voucher may vary from Merchant to Merchant. Please read the accompanying terms and conditions applicable to your Merchant Voucher, as provided in your Google Pay for Business Platform carefully. You agree that your participation in Merchant Voucher constitutes your understanding of, and agreement to the individual Merchant Voucher terms and conditions published with that Merchant Voucher. You agree that information you submit to Google Pay about your business, such as business type / category and address, can be used by Google Pay to provide you more relevant Merchant Vouchers. 13. DATA SECURITY Safeguards. At all times that you (or those acting on your behalf) have access to Google or its Group Companies' confidential information (which for purposes of these terms includes Buyer Information) (“Confidential Information”), you will, and will ensure that those acting on your behalf, maintain reasonable administrative, technical and physical controls designed to ensure the privacy, security, and confidentiality of that information. These controls will meet or exceed relevant industry standards and the requirements prescribed under Applicable Law (if any). These controls will limit the collection, storage, disclosure, use of, or access to Confidential Information solely to personnel and for purposes authorized by the Google Pay for Business Program Terms of Service. These controls will be appropriate to your role, operations and exposure to Buyer Information under the Google Pay for Business Program Terms of Service. You will ensure that anyone acting on your behalf is subject to these controls or otherwise provides equivalent or greater protections for the security and privacy of Confidential Information. At any time upon Google's request, you will cooperate with Google's reasonable efforts to assess the adequacy of these controls and the controls of anyone acting on your behalf. Access Controls. You and those acting on your behalf will: (a) maintain reasonable controls to ensure that only individuals who have a legitimate need to access Confidential Information under the Google Pay for Business Program Terms of Service will have such access; (b) promptly terminate an individual's access to Confidential Information when such access is no longer required for performance under the Google Pay for Business Program Terms of Service; and (c) be responsible for any unauthorized access to Confidential Information under your custody or control. Data Protection. To the extent that you access, use or otherwise process Buyer Information, you will: <ol> <li> comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to you; </li> <li> use or otherwise access Buyer Information only for purposes which are consistent with Applicable Law and the consent obtained from the individual to whom the Buyer Information relates, and as expressly permitted in the Google Pay for Business Program Terms of Service; and </li> <li> implement appropriate organizational and technical measures to protect Buyer Information against loss, misuse, and unauthorized access, disclosure, alteration and destruction. </li> </ol> You will regularly monitor your adherence to this obligation and immediately notify Google in writing if you determine that you can no longer, or there is a significant risk that you can no longer, meet the obligation in this subsection and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate levels of protection. Security Incident Response Program. You will maintain a reasonable incident response program to respond to Security Incidents. If you have reason to believe that a Security Incident has occurred, you will promptly contact Google using this <a href="https://support.google.com/pay/business/contact/google_pay_business?p=tez_business_form&visit_id=636941581164871796-264142556&rd=2" target="_blank" rel="noopener noreferrer">link</a> and provide a complete description of the details known about the Security Incident. “Security Incident” means an actual or reasonably likely loss of or unauthorized disclosure, access, or use of Google Confidential Information or Program data as provided here. 14. FEES Payment Participants or Third-Party Fees. You may incur charges or fees, including access or data fees, that may be levied by Payment Participants or Third Party Service Providers in connection with your use of Program. You are solely responsible for all such fees. Google Fees. Each Program is provided at the rate agreed between the Merchant and Google (the “Google Fees”). You understand that the Transaction Processing Fees/MDR (as defined in these terms for Rupay credit card and PPI based form of payments), Service Fees and Replacement Fees provided in these terms are separate from Google Fees charged for each Program. Invoicing. Unless otherwise specifically agreed under a Rate Card Exhibit or offline agreement, calculation of Google Fees, Transaction Processing Fee/MDR, Service Fee or Replacement Service Fee, as applicable, will be based on available Google data and reporting. Any bank charges will be borne by the Merchant. Google will calculate and invoice Google Fees/Transaction Processing Fee or MDR/Service Fee/Replacement Service Fee in INR within sixty (60) days from the end of each calendar month. Any delay in raising invoices will not relieve you of your obligation to pay invoices. Invoices will remain valid regardless of issuance date until the invoice amount has been paid. Invoices will be due thirty (30) days from invoice date. Any bank charges applicable on the Google Fees or any other fees charged by Google as mentioned in the clause will be borne by you. Google will have the right to offset any amount that has been invoiced by Google but not paid against payments, if such amounts are unpaid ninety (90) days from the date of invoice. Maintenance of Records. You will maintain complete and accurate financial and accounting records in connection with Payment Transactions completed through the Program. Google’s Audit Rights. Upon request from Google and at its cost, Google and/ or its auditors will be given reasonable access at reasonable times to your premises and documentation as Google may reasonably request in order to assure your compliance with the Google Pay for Business Terms. If any audit reveals that there is a difference in data provided thereby causing Google to under invoice you, Google will raise an invoice for the deficit and you will remit to Google such amounts due, and any interest (at the lesser of two percent (2%) per month or the highest percentage permitted by Applicable Law) with respect thereto, within thirty (30) days of an invoice submitted by Google to you. 15. TAXES Compliance. Both parties will comply with Applicable Laws relating to Taxes. Responsibility for Taxes. You are responsible for levy, collection, deposition and reporting of taxes on the sale or facilitation of products / services by you to the Buyer. Withholding Obligations on Google. Where any income tax or withholding tax or tax collection at source or such other Taxes are determined to be applicable on any payments or remittances to you, Google will have the right to deduct and deposit such applicable Taxes with the appropriate authority in compliance with the Applicable Law. Levy of Taxes by Google. If Google is obligated to collect or pay taxes, the taxes will be invoiced to you in addition to the Google Fees, Transaction Processing Fee/MDR, Service Fee, Replacement Service Fee, as applicable, unless you provide Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. Billing and tax information. Any services provided by Google will be provided from Google’s offices at No. 4018 of level 4/4th, Block C, Divya Sree Omega Sy No. 13 EE and 13/U, Kondapur Main Road, Hyderabad- 500081 or such other office as Google notifies to you. If required under applicable law, you will provide Google with applicable tax identification information (Goods and Services Tax Identification Number (“GSTIN”), the location where the services would be received by you, your tax status etc.) that Google may require to ensure its compliance with applicable tax regulations in India. You acknowledge that all the details provided such as the GSTIN, location where the services would be received by you, tax status etc. are correct. Google will not be responsible for any tax credit disallowance to you on account of any mis-declaration of billing details by you. You will be liable to pay (or reimburse Google for) any taxes, interest, penalties or fines arising out of any mis-declaration by you. Withholding obligations on Merchant. If you are required by law to withhold any amounts for Income Tax on your payments to Google, you must provide Google in a timely manner with a withholding tax certificate or other appropriate documentation to support such withholding as per the applicable tax laws in India. The Parties will bear their own income taxes. 16. PROTECTION OF INTELLECTUAL PROPERTY Ownership of IPR. Google or Google Group Companies retains all right, title and interest, including without limitation all Intellectual Property Rights relating to the Program (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, materials, guidelines, and documentation. You do not acquire any right, title, or interest therein, except for the limited use rights expressly listed in these Additional Terms. Any rights not expressly granted to you in these Additional Terms are deemed withheld. No Right to Modify. You agree not to and not to permit any third party to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Pay for Business Account or the Program’s services. 17. PRIVACY AND COMMUNICATION Privacy. Google’s <a href="https://policies.google.com/privacy?hl=en-IN" target="_blank" rel="noopener noreferrer">Privacy Policy</a> explains how we treat your personal data and protect your privacy when you use our Services. By using our Programs, you agree that Google can use such data in accordance with the <a href="https://policies.google.com/privacy?hl=en-IN" target="_blank" rel="noopener noreferrer">Privacy Policy</a>. You understand that Google may share information that you provide to Google including with Payment Service Providers, Payment Participants, and other third parties, in order to provide you the Services and satisfy Applicable Law, regulation, legal process or an enforceable governmental request. Communication. You agree and specifically consent to the collection, storage and use of your information for communications from or with Google. You further agree and specifically consent that Google may, on our own or through Third Party Service Provider, send you emails, SMSs, or communicate with you through other means, for: <ol class="ol-lower-roman"> <li> providing you with Program and transactional or account related information; </li> <li> promoting Google Pay App, Google Pay for Business Platform, the Program or other Google services; </li> <li> promoting Group Companies’ services, including any offers or schemes or prizes that may be provided by these entities; </li> <li> promoting new products and activities of Google; </li> <li> investigating or resolving any product or Program related concerns including complaints; </li> <li> obtaining your invaluable feedback; or </li> <li> facilitating Merchant offers or vouchers. </li> </ol> Feedback. In order to serve you better, we may also send you surveys to understand: (i) your experience with the Program, and/or (ii) your needs and requirements. You may choose to, or we may invite you to, submit comments or ideas about Google Pay App, Google Pay for Business Platform or the Program, including without limitation about how to improve the Program or our products. By submitting any idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the idea without any additional compensation to you, and/or to disclose the idea on a non- confidential basis or otherwise to anyone. 18. THIRD PARTY ACCOUNTABILITY You are required to set up a Google Pay for Business Account to access the Program. To protect your Google Pay for Business Account, you should keep your access credentials confidential. You are responsible for the activity that happens on or through your Google Pay for Business Account. Google disclaims any liability for any loss or injury that may be caused to you or any Buyers on account of your failure to implement adequate safeguards to secure your Google Pay for Business Account access credentials. 19. INDEMNIFICATION You agree to indemnify, defend and hold harmless Google, Group Companies, the Payments Participants and their respective directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively “Indemnified Parties”) from and against any claims, demands, causes of action, debt or liability, including attorneys’ fees and costs incurred by the Indemnified Parties arising out of or related to: <ol class="ol-lower-alpha"> <li> your websites, content and/or Brand Features; </li> <li> your use of the Program, including to any refunds or chargebacks, and any third party claims arising from data routed into Google’s APIs by you; </li> <li> your breach of or non-compliance with the Combined Google Pay for Business Program Terms of Service or the policies and guidelines mentioned thereunder; </li> <li> your Merchant Offers and Vouchers; </li> <li> any dispute or litigation caused by your actions or omissions; or </li> <li> your negligence or violation or alleged violation of any Applicable Law or rights of a third party. </li> </ol> 20. DISCLAIMER THE PROGRAM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES UNDER THE PROGRAM, ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GOOGLE, GOOGLE GROUP COMPANIES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING DEVICE MANUFACTURERS (COLLECTIVELY, "GOOGLE PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE PROGRAM OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE PROGRAM, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PROGRAM. EACH GOOGLE PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE PROGRAM, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GOOGLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. GOOGLE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, P2P PAYMENTS OR ANY OTHER PART OF THE PROGRAM OR SERVICES THEREUNDER. THE GOOGLE PARTIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE PROGRAM. 21. LIMITATION OF LIABILITY; FORCE MAJEURE IN NO EVENT WILL GOOGLE PARTIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GOOGLE PARTY OR THE PROGRAM, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE PROGRAM, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE GOOGLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT WILL THE GOOGLE PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE COMBINED GOOGLE PAY FOR BUSINESS PROGRAM TERMS EXCEED THE NET FEES GOOGLE HAS ACTUALLY RECEIVED AND RETAINED FROM VALID PAYMENT TRANSACTIONS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Nothing in these Additional Terms is intended to exclude or limit the liability of any party for (i) death or personal injury; (ii) fraud; (iii) fraudulent misrepresentation; or (iv) any liability that cannot be excluded or limited by law. You and Google acknowledge that each party has entered into these Combined Google Pay for Business Program Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties. In addition to and without limiting any of the foregoing, Google Parties will have no liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and internet disturbances. 22. TERMINATION AND SUSPENSION Google may suspend or stop providing the Program to you, immediately and without any notice, if you do not comply with these Combined Google Pay for Business Program Terms or if we are investigating suspected misconduct. Google reserves the right to suspend or terminate your use of the Program, without liability to you or any third party. 23. GOVERNING LAW; JURISDICTION These Additional Terms will be governed by and construed in accordance with the laws of India. You agree that any legal action or proceedings arising out of these Additional Terms will be brought exclusively in the competent courts/tribunals having jurisdiction in New Delhi, India. You irrevocably submit yourself to the jurisdiction of such courts/tribunals. 24. MODIFICATION OF THE GOOGLE PAY FOR BUSINESS PROGRAM TERMS OF SERVICE OR THESE COMBINED GOOGLE PAY FOR BUSINESS PROGRAM TERMS Modification of Terms. Google may modify any portion of the Program, these Combined Google Pay for Business Program Terms, and any policies mentioned in these Google Pay for Business Program Terms of Service, at any time. The changes will become effective and will be deemed accepted by you after their initial publication and will apply on a going-forward basis with respect to any use of the Program after the publication date. If you do not agree with any part of the modified Combined Google Pay for Business Program Terms, your sole and exclusive remedy is to terminate your use of the Program. You agree that your continued use of the Program constitutes your agreement to the modified Combined Google Pay for Business Program Terms. Suspension of Program. Google may at any time modify or discontinue, temporarily or permanently, the Program, Google Pay App, the Google Pay for Business Platform or any services thereunder in whole or in part, with or without notice. Google may also change any aspect of the Program, including the applicable Google Fees, Transaction Processing Fee/MDR, Service Fee, Replacement Service Fee, as applicable. If you do not agree to the changes, please stop using the Program. Your continued use of the Program, after implementation of the change(s) will constitute your agreement to such change(s). Google will not be liable to you or to any third party for any modification, suspensions, or discontinuance of any part of the Program. 25. ENGLISH LANGUAGE CONTROLS Any translation of these Combined Google Pay for Business Program Terms is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. 26. ASSIGNMENT These Combined Google Pay for Business Program Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you. Google may assign, in whole or in part, the benefits or obligations of the Combined Google Pay for Business Program Terms at its discretion, subject to Applicable Law. 27. WAIVER Unless otherwise expressly stated hereunder, the failure to exercise or delay in exercising a right or remedy under the Combined Google Pay for Business Program Terms will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy hereunder will prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 28. SURVIVAL OF PROVISIONS The provisions of the Combined Google Pay for Business Program Terms, which by their nature and content are intended to survive the performance hereof by any or all parties hereto will so survive the completion and termination of the Combined Google Pay for Business Program Terms. 29. SEVERABILITY If any provision of the Combined Google Pay for Business Program Terms are or become, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision will apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the Combined Google Pay for Business Program Terms unlawful or otherwise ineffective, the remainder of the the Combined Google Pay for Business Program Terms will remain in full force, and the unlawful or otherwise ineffective provision will be substituted by a new provision reflecting the intent of the provision so substituted. <h3><a name="term-part-b"></a>PART B (Additional Program Specific Terms)</h3> This PART B contains additional terms specific to each Program (<a href="#g4b-program">G4B Program</a>, <a href="#spot-program">Spot Programs</a>, <a href="#smb-program">SMB Program</a> and/or <a href="#offers-program">Offers Program</a>). In the event of any conflict (direct or indirect) between any provision in <a href="#term-part-a">PART A (General Terms and Conditions)</a> and any provision in <a href="#term-part-b">PART B (Additional Program Specific Terms)</a>, the provision in <a href="#term-part-b">Part B (Additional Program Specific Terms)</a> shall prevail and apply. <a name="g4b-program"></a>1. G4B PROGRAM: G4B Program. The “G4B Program” enables Merchants to sign up for the Google Pay for Business Platform and use Google Pay App to accept payments for products and services purchased by a Buyer on the Merchant Stores. Additional Terms. If a Merchant avails G4B Program, then following additional terms apply: <ol class="ol-lower-roman"> <li> Google’s Role. Google’s role under the G4B Program will be limited to providing technical services to enable you to provide Google Pay App as a payment option at your Merchant Store. You are solely responsible for your engagement with Users including, but not limited to, for any Payment Transactions, communication made to Users, delivery of products and services, and investigating and resolving disputes with any User. </li> <li> No Settlement Services. Google does not provide settlement services under the G4B Program, and does not receive or pool funds payable to the Merchants. You will require a bank account in order to receive the Settlement Amount. Google is not responsible for and will not be involved in the money flow. The consideration for Payment Transactions completed on Google Pay App will move directly from the Buyer to you. </li> <li> Agreements with Payment Participants. Your contractual arrangement with the Payment Participant(s) and Applicable Laws will govern the manner of processing transactions, settlement process and dealing with disputes, chargeback and reversals. You are solely responsible for the establishment of agreements with the respective Payment Participant (and all fees, charges and expenses arising from that relationship) for processing Payment Transactions, receiving settlement and dealing with chargeback and other reversals related to Payment Transactions. </li> <li> Completion of Transaction. Google is not responsible for any acts or omissions of Buyers, including a Buyer’s failure to complete a Payment Transaction. The facilitation of a Payment Transaction does not guarantee that a Buyer has sufficient funds available in his/her Funding Account, that the transaction will be authorized or processed, or that the Payment Transaction will not later result in a chargeback or other reversal. </li> <li> Payment Date. You understand that the date of Payment Transaction will be deemed to be the payment date irrespective of the date of receipt of payment in your Settlement Account. </li> <li> Bill Payment. If you are providing bill payment services, you will ensure that all billing information provided is true and accurate. You must ensure that the User is aware of the due date, late fee and any additional charges applicable. You must ensure that the User has access to complete details regarding the bill amount, including any taxes, service charge or other fee charged. You expressly authorize Google to facilitate bill payments due to you by Users through the Google Pay App, including by using the services of your respective Payment Participants. You further authorize us to store, use, access and display the bill payment account information, on your behalf for the purpose of providing bill payment collection services to the User. You agree that your bill payment account information may be shared with Payment Participants for the purpose of offering this billing service to you and Users. You warrant and represent that you have obtained all permissions/consents from the User and biller (if you are not the end biller) in this respect. </li> <li> Google Fees. You agree that Google may charge you Google Fees for access to the G4B Program. Such Google Fees will be separately agreed in writing between you and Google. </li> <li> Google Pay APIs. Your use of the G4B Program is subject to your compliance with the Google Pay API Terms. </li> </ol> <a name="spot-program"></a>2. SPOT PROGRAMS: A. Spot Program. The “Spot Program” enables a Merchant to create a unique and customisable web-based experience (“Spot”) for its Buyers on Google Pay App, by using Google Pay APIs. Additional Terms. If a Merchant avails the Spot Program and signs a Rate Card Exhibit with Google, then the following additional terms apply: <ol class="ol-lower-roman"> <li> Google’s Role. Google’s role under the Spot Program is limited to providing technical services to enable you to establish your Spot. You are solely responsible for and have control over the Spot and the quality and nature of services provided on such Spot. You agree to be solely responsible for complying with all Applicable Laws regarding the business conducted through the Spot including all relevant licenses, and regulatory approvals under Applicable Laws. </li> <li> No Settlement Services. Google does not provide settlement services under the Spot Program, and does not receive or pool funds payable to the Merchants from the Buyer. You will require a bank account in order to receive the Settlement Amount. Google is not responsible for and will not be involved in the money flow. The consideration for Payment Transactions completed on a Spot will move directly from the Buyer to you. </li> <li> Spot. The design and architecture of your Spot will be owned and controlled by you. You acknowledge that you are solely responsible for (1) developing and operating your Spot and you warrant that you have the necessary resources and technical wherewithal to do so; and (2) establishing your own terms of engagement with the User through your Spot. To the extent you choose a third party to develop and/or design your Spot, you hereby authorise Google to share and provide access to your Spot to such third party. You hereby indemnify Google against all actions of such third party regarding your Spot. </li> <li> Spot Policy. You will at all times comply with the <a href="/intl/en_in/about/business/policy/partners/">Google Policies for Partners on the Spot Platform</a> (“Spot Policy”). Google may make changes to the Spot Policy and your continued participation in the Spot Program and your continued use of the Spot will be deemed acceptance of such changes. Google will have the right to review your Spot at any time, for ensuring your continued compliance to the Spot Policy. </li> <li> Customer support. Customer support regarding the goods or services provided through your Spot will be managed and owned by you. </li> <li> Operations on Spot. You acknowledge that once Users choose to access and are redirected to your Spot, Google or Google Group Companies will have no control or real time oversight over the operation and management of your Spot or conduct of the Users. Merchants will (1) maintain a fair and reasonable terms of engagement with the User on the Spot, (2) not indulge in deceptive or fraudulent practices, (3) maintain fair pricing terms; ensure that’s its offerings are serviceable, (4) refrain from making any representations or statement which could be reasonably expected to cause any doubts or expectations about Google’s involvement in the sale, purchase, fulfilment etc the minds of the User/ Buyer. </li> <li> Inventory Management. You will be responsible for ensuring that pricing and inventory information for your Spot is regularly updated and remains accurate at all times. You agree that Google's role is limited to displaying this information on an as-is basis. Further, Merchant will be solely and exclusively responsible for the delivery and fulfilment of any order placed by the User through the Spot. </li> <li> Inventory Data Storage. You will store data pertaining to usage of your Spot on your server and will share information as requested by Google from time to time. </li> <li> Accessibility Guidelines. You represent and warrant that your Spot meets, and will meet at all times, the Web Content Accessibility Guidelines 2.0 AA requirements (available at <a href="https://www.w3.org/TR/WCAG20/">https://www.w3.org/TR/WCAG20/</a>). </li> <li> Google Fees. You agree that Google may charge you a Google Fees for access to the Spot Program. Such Google Fees will be separately agreed in writing between you and Google (“Rate Card Exhibit”). All exhibit(s) previously signed by you under a collaboration agreement with Google, in relation to your Spot, hereby stand terminated. Where the exhibit had not expired before such termination and you have not signed a separate Rate Card Exhibit with Google, the provisions under such exhibit are deemed as Rate Card Exhibit for the purpose of continuity of the Spot program for such balance term or until a new Rate Card Exhibit is signed, whichever is earlier. Therefore, all deemed Rate Card Exhibits are deemed to be an addendum to these Combined Google Pay for Business Program Terms. However, in case of conflict between such deemed Rate Card Exhibit and these Combined Google Pay for Business Program Terms, the deemed Rate Card Exhibit will prevail. </li> <li> Google Pay APIs. Your use of the Spot Program is subject to your compliance with the Google Pay API Terms. </li> <li> Fintech Spot. If your Spot serves the fintech category under the Rate Card Exhibit then the following additional terms apply: <ol class="ol-lower-alpha"> <li> Google is not responsible for non-payment of loan amounts or equated monthly installment (EMI) by the user for loans availed through your Spot. It is clarified that you are responsible to comply with the Know Your Customer information requirements as may be applicable to you in accordance with Applicable Laws and have all relevant licenses and regulatory approvals under Applicable Laws with respect to conducting your business and performing obligations undertaken pursuant to the Rate Card Exhibit and these Combined Google Pay for Business Program Terms. It is hereby further clarified that Google is only a technology service provider and You shall be responsible for ensuring compliance of your lenders and users with Applicable Law while providing loans and other credit facilities. </li> <li> You will share data (including total loan disbursement amount and transaction/loan ID of users completing loan applications offline or on any other platform) with Google in the format required within 2 business days from the end of the month. </li> </ol> </li> </ol> <a name="smb-program"></a>3. SMB PROGRAM SMB Program.The “SMB Program” enables a Merchant to avail the following through their Google Pay for Business Account on the Google Pay for Business App (1) accept various forms of payments from the Funding Account of the Buyer for products and services purchased by the Buyer at the Merchant's Store, (2) purchase products and services sold by other Merchants through a B2B Spot on a wholesale basis, (3) receive offers to avail credit facility from various banks, non-banking financial institutions and appropriately licensed credit providers (“Credit Institutions”) or through online lending platforms who facilitate the loans from such Credit Institutions (“Lending Platforms”), through the Google Pay for Business App, and/or (4) view and manage the credit facilities availed by the Merchant from Credit Institutions, through their Google Pay for Business Account. (5) view Credit Information including but not limited to the Credit Score from the Credit Information Report generated by TUCIBIL on Google Pay for Business App (6) direct Settlement Amount to the account such as your bank account, loan account, virtual loan account or a third party account as designated by You (“Designated Bank Account”) or split your Settlement Amount amongst different Designated Bank Accounts, as authorised by You. Additional Terms. If a Merchant avails SMB Program, then the following additional terms apply: <ol class="ol-lower-roman"> <li> Google’s Role. Google's role under the SMB Program is limited to providing payment facilitation services to enable you to accept Payment Transactions from Buyers. However, the facilitation of a Payment Transaction does not guarantee that (a) a Buyer has sufficient funds available in the Funding Account used; (b) that the Payment Transaction will not later result in a chargeback or other reversal. You are solely responsible for your engagement with Users including, but not limited to, for any Payment Transactions, complying with Applicable Laws in relation to your business, and investigating and resolving disputes with any Users. </li> <li> Settlement Services. By participating in the SMB Program, you authorise Google to receive the Payment Transaction on your behalf in Google's account, subject to Applicable Laws. Payment by a Buyer to Google under the SMB Program will be considered the same as a payment made directly to you, and you will provide the purchased product or service to the Buyer in the same manner, as if you have received payment directly from the Buyer. Google's obligation towards Settlement Services is subject to and conditional upon successful receipt of the associated payments from Buyers. Unless otherwise specifically authorised by you, Google will remit the Settlement Amount to you in accordance with Applicable Laws and these Google Pay for Business Terms. You may also specify any Designated Bank Accounts as a beneficiary account to receive Payment Transactions from Buyers. You may also authorise Google through your lenders to split your Settlement Amount and settle payments towards a Loan Facility with daily settlements availed by You. </li> <li> Final settlement. The Merchant will ensure that his/her user has received the goods and services prior to initiation of the payment. The date of initiation of payment will be considered the date of delivery of goods (“Delivery Date”). We will initiate the payment of the Settlement Amount within 1 business day after the Delivery Date. However, in case of any failure in successful payment of the Settlement Amount by Google to the Merchant's Designated Bank Account for any reason including failed transaction due to technical issues not attributable to the Merchant, acquiring bank not being able to receive credit signals, etc. Google reserves the right to suspend or withhold the Settlement Amount in the event of suspicious or unusual activity being carried out, or as required under Applicable Law, court order or request from government authority or Payment Participants. Thereby, the settlement may take additional time or the Settlement Amount may be reversed to the User. Google will not be responsible or liable to the Merchant for any loss incurred by the Merchant as a result of delay in the successful payment of the Settlement Amount. In case, the Merchant has chosen his primary bank account as the Designated Bank Account and Google is unable to settle the Settlement Amount into the Merchant’s primary bank account, then it will automatically try to settle it with a secondary bank account added by the Merchant or to any other account indicated by the Merchant in any way including via other bank accounts associated with the Merchant's account, offline settlement methods such as demand draft, etc., subject to Google’s verification process. Google will make attempts to settle the Settlement Amount for a period of 6 months. It is clarified that the Merchant can still reach out to Google even after the said period of 6 months to recover the Settlement Amount to any of the Designated Accounts of the Merchant. </li> <li> Merchant Onboarding. Your participation in the Program as an SMB Merchant will be subject to Google’s onboarding process, and your compliance with the baseline security controls which is based on the tiers identified by Google. You hereby authorize Google to conduct a comprehensive security assessment on your systems and databases during onboarding in compliance with Applicable Law. Google will in its sole discretion have the right to move Merchants from one tier category to another based on various risk markers. </li> <li> Merchant classification. Google Pay shall classify Merchant(s) as a Small or Large Merchant based on the declaration obtained from Merchant(s) and/or by estimation based on the transaction value that has been facilitated for such Merchant(s) via Google Pay services in the previous financial year or turnover declared in Income Tax Returns, or GST returns, as deemed necessary by Google, in accordance with the applicable RBI circular(s)/notification(s) or any other applicable law, as may be amended from time to time. The Transaction Processing Fee/MDR applicable to the acceptance of RuPay credit card based payments, and PPI wallets shall be revised in case the Merchant is re-classified and shall be prospectively applicable. In the event, a Merchant is re-classified as a Small Merchant/Large Merchant, such Merchant shall be informed via Google Pay for Business app (and such other mode(s) as may be enabled by Google, from time to time). In case a Merchant is of the opinion that the categorisation of the Merchant as Large or Small requires revision, the Merchant can reach out to the customer support via Google Pay for Business App and provide requisite documentation to support his/her claim. </li> <li> Transaction Processing Fee or Merchant Discount Rate “MDR” for RuPay Credit Card and PPI wallet based form of payments. You agree that Google may charge you a Transaction Processing Fees/MDR for accepting RuPay Credit Card and PPI wallet based forms of payment as per the above mentioned classification. Such Transaction Processing Fees/MDR will be agreed between You and Google before You begin to accept such forms of payment from the Buyer. You understand and agree that Google may increase the Transaction Processing Fees/MDR, if required, after obtaining consent from you. However, if the Transaction Fees is required to be reduced, Google will only be providing you a prior notification on the app before reducing the Transaction Processing Fees/MDR. You will have the right to choose to disable accepting RuPay Credit Card or PPI wallets as forms of payment, and it will take 7 working days for this disabling the chosen form of payment. During this 7 day period, you will be charged Transaction Processing Fees/MDR for the transactions processed through the disabled form of payment. </li> <li> Disputes, Chargebacks and Refunds. All disputes, chargebacks, cancellations and refunds of Payment Transactions will be in accordance with the applicable Payment Participant Rules and Applicable Law. You agree to provide such cooperation including documents, information or receipts, as may be necessary and requested by Google, to facilitate (a) the resolution of a complaint; (b) a chargeback or refund; (c) the cancellation of a Payment Transaction. You understand that Google will have a right to offset or withhold certain amounts owed by You, against the Payment Transactions to be settled by Google with You. Google may withhold such amounts under the following circumstances (i) returned or charged-back items, reversals or cancellations of payment orders and other electronic fund transfers or other corrections or adjustments to the receivables or suspicious transactions; (ii) Google's charges, fees, expenses, if any or any other amounts payable to Google; (iii) payment of amount towards promotional activities, incentives or cashbacks etc.; (iv) any other amount or dues payable under Applicable Law by You; and (iv) settlement towards any merchant/service provider expressly authorized by the You (including Daily Deduction), subject to Applicable Laws. </li> <li> Google Fees. Google Fees, as listed <a href="https://support.google.com/pay/india/?p=tc" target="_blank" rel="noopener noreferrer">here</a>, will be charged for the SMB Program. </li> </ol> Other Services on Google Pay for Business Platform: <ol class="ol-lower-roman"> <li> B2B Spot. Google enables third parties to create a Spot on the Google Pay for Business App to serve Merchants on a wholesale basis (“B2B Spot”). The following terms apply to the Merchant who purchases or avails goods and services through a B2B Spot: <ol class="ol-lower-alpha"> <li> You acknowledge that Google is not responsible for the products or services delivered to you or to facilitate payments for your purchase on the B2B Spots, unless otherwise specifically indicated on the B2B Spot. </li> <li> Google is only a technology service provider in relation to the B2B Spot. Google does not determine, advise or in any manner control the commercial terms of the transactions over the B2B Spots, including the price of products and services offered for sale. </li> <li> All goods sold or services provided, over a B2B Spot will be subject to the terms prescribed by the operator of such B2B Spot. Google will not be party to the same. </li> <li> Google is not and will not be responsible for any communications or offers made to you within B2B Spots. </li> <li> Google will need to share your business information for the limited purpose of enabling the B2B Spot to provide its services to you. You consent to such data sharing by Google with the owner of the B2B Spot. </li> </ol> </li> <li> Credit Report on Google Pay for Business App. You agree that by providing your details and clicking on continue on Google Pay for Business App, You: <ol class="ol-lower-alpha"> <li> Have provided your consent to appoint Google as your authorised representative for verifying your identity and sharing the details provided by You on Google Pay for Business App with TransUnion CIBIL Limited (“TUCIBIL”, a credit bureau), as requested from time to time, and obtain your Credit Information for End User Permitted Purpose; </li> <li> Have authorised Google to retain and store your Credit Information till a) your account is deactivated on Google Pay for Business App, b) such time your Credit Information is required for End User Permitted Purpose, c) a limited period of 6 months, d) You withdraw your consent to store/use your Credit Information on Google Pay for Business App, whichever is earlier; and </li> <li> Have authorised Google to rearrange and bucket the Credit Information solely to make it more presentable and user friendly on Google Pay for Business app without making any alterations to the Credit Information. </li> <li> Credit Score Simulator. The Credit Score Simulator is a tool on Google Pay for Business App that is to be used as merely an indicator of a hypothetical credit score based on the scenarios chosen by You. You understand that the Credit Score Simulator is a TUCIBIL product and Google does not play any role in the functioning of the Credit Score Simulator or the simulated credit score deriving out of it. </li> <li>Disclaimer. (i) Google only provides a technology platform for the display of your Credit Information, and the Credit Score Simulator provided by TUCIBIL and does not control your Credit information or simulated credit score. The simulated credit score shall not be relied on to make credit decisions and be referred to only for educational purposes (ii) if any information in your Credit Report is inaccurate and is affecting your Credit Score, You have the right to dispute it directly with TUCIBIL through its official website.</li> </ol> </li> <li> Audio Notification and Ancillary Services. Google enables audio notification services via Soundpod for notifying a) each successful Payment Transaction received by You from Users at your Merchant Store, and b) any other alerts including marketing promotions, offers etc to You. To facilitate the audio notification services, Google also provides You with ancillary services including the service of delivery and installation of Soundpod at your Merchant Stores. <ol class="ol-lower-alpha"> <li> Subscription. You may subscribe to audio notification services on payment of a Service Fee (denoted below), provided that You continue to avail services under the SMB Program. To facilitate receipt of the audio notification services, You will receive a Soundpod. Google hereby grants You a limited, non-transferable, non-assignable, non-exclusive, revocable permission to use Soundpod for audio notification services at your Merchant Store, subject to the following additional terms: <ol class="ol-lower-roman"> <li> You agree to provide reasonable access at your Merchant Store to allow Google or its authorized representatives to install, activate, troubleshoot or replace, deinstall, as applicable, the audio notification services or Soundpod. You understand that audio notification service is dependent on adequate and continuous supply of power required for functioning of the Soundpod. </li> <li> You agree to strictly use the Soundpod for availing audio notification services from Google. You acknowledge and understand that the Soundpod is sublicensed to You. Except for access to the audio notification services, You will not acquire any ownership rights, title, interest or intellectual property rights in the Soundpod. </li> <li> You will not replace, remove, alter, misuse, create any encumbrance, copy, transfer, loan, assign, dispose off, reverse-engineer, or modify the Soundpod or remove the SIM, warranty sticker, proprietary notices or seal, serial number, Google logo or any other information placed on the Soundpod. </li> <li> You will ensure safe custody and security of the Soundpod and be solely responsible for a) wear and tear of the Soundpod in the ordinary course of business and b) all loss, or damage to the Soundpod caused, as a result of, misuse, theft, loss, negligence, tampering or mishandling, which will be determined after verification by Google or by its authorized representative. You also agree and acknowledge that the determination and assessment of Google or its authorized representative will be final and binding on You. </li> <li>Google reserves the right to monitor the functionality of or upgrade the Soundpod remotely during the service period.</li> <li> You pay the Service Fee (denoted below) as per these terms. </li> </ol> </li> <li> Service Warranty. A limited service warranty of 6 (six) months is provided from the date of activation of the Soundpod at Your Merchant Store (“Service Warranty”) for issues with the audio notification services. During the Service Warranty Period, Google will provide troubleshooting and replacement services (denoted below) with no additional charges to You provided that the issue or defect is not attributable to fault, damage, misuse, tampering or negligence by You. Otherwise, Google reserves the right to charge a Replacement Service Fee (denoted below). You further understand that, in case a disrupted Soundpod is replaced with an actively functioning Soundpod in the Service Warranty period, the warranty provided for the active Soundpod will not be for full 6 (six) months but will be for the remaining period of the Service Warranty of the first Soundpod. Google provides audio notification services with no guarantee that the services will be continuous or error free. Google is not liable for any breakdown, interruption or technical flaw in the audio notification services or Soundpod or delay or interruption in receiving audio notification services as a consequence thereof. </li> <li> Service Fees. The subscription for audio notification services runs from the date of activation and is provided annually. As a part of installation and activation, You must opt for any one payment plan as listed on the Google Pay for Business App. You will be charged Service Fee (full or a portion) including Taxes (the “Service Fee”) based on the payment plan agreed between You and Google on Google Pay for Business app before You accept and confirm a plan thereafter. At the end of a year, You may opt to subscribe for audio notification and ancillary services based on the payment plans and mode of payments then notified to You. You understand that the Service Fee charged is non-refundable. When you opt for a plan on the Google Pay for Business App, You also authorize and permit Google to debit the agreed Service Fee from your Settlement Amount and pay it to Google as per Your payment plan. You further agree that You will continue to be charged against your Settlement Amount as the designated payment method. In the event You opt for a payment plan that includes recurring payments, You have authorized recurring payment as per Your chosen payment plan to be debited from your Settlement Amount when such portion becomes due. If any portion(s) of Service Fee remains outstanding, such portion will accrue until the outstanding Service Fee can be debited from your Settlement Amount. During this period, You understand and acknowledge that Google is permitted to continue its attempt to debit the outstanding Service Fee from the Settlement Amount until the outstanding Service Fee is paid fully. If the outstanding Service Fee remains unpaid for 30 days from the date of first default, Google reserves the right to discontinue audio notification services and remove and de-install the Soundpod from your Merchant Store. You understand that if your audio notification services are terminated due to non-payment of any portion of the Service Fee, You will not be eligible to avail audio notification services from Google in the future. </li> <li> Troubleshooting and Replacement Support Services. To fix any disruptions in the audio notification services including Soundpod, Google is additionally providing You troubleshooting and replacement services. You may reach out to Google customer support if You face any such disruptions. If the disruptions cannot be resolved remotely, Google’s authorised representative may visit your Merchant Store for physical verification of the functioning of Soundpod. If the disruption to the Soundpod cannot be resolved, Google will extend replacement services and collect and replace the Soundpod as notified to You. Subject to Service Warranty section (as above), You understand that the replacement support services will be chargeable at a replacement fee including Taxes (“Replacement Service Fee”) as denoted <a href="https://support.google.com/pay-offline-merchants?p=GPM_SoundPod" target="_blank" rel="noopener noreferrer">here</a>. Beyond the Service Warranty period, You agree and acknowledge that the Replacement Service Fee will be charged, whether the disruption is attributable to you or not. You further agree that Google can exchange the disrupted Soundpod with a replaced or refurbished Soundpod without extending a fresh Service Warranty. By receiving the replacement support services, You also authorise Google to charge the Replacement Service Fee by deducting such fee from your Settlement Amount. </li> <li>Termination of Audio Notification Services. Your access to audio notification services will remain in effect until canceled by You or if services under SMB Program are terminated or if terminated or discontinued by Google. If you cancel your subscription, You will not be entitled to a refund of the Service Fee paid. You further agree that your liability to pay Google any outstanding Service Fee or Replacement Service Fee will continue after termination, suspension or discontinuance of audio notification services and Google reserves the right to recover such outstanding amount in a manner it deems appropriate. In such a scenario, You are responsible to return the Soundpod provided to You and all other accessories in good working and fully functional condition to Google or its authorized representative. If You fail to return the Soundpod, Google reserves the right to take necessary action as permitted by law including but not limited to recovering losses suffered by Google. Google reserves the right to deactivate audio notification services and repossess the Soundpod on discontinuance of audio notification services or if your usage is found to be in violation of these terms.</li> </ol> </li> </ol> <a name="offers-program"></a>4. OFFERS PROGRAM Offers Program. The “Offers Program” enables Merchants to (1) provide offers ("Merchant Offers") and/ or (2) voucher codes for discounts (“Merchant Vouchers”) for your products and services to Buyers registered on the Google Pay App, as further described and subject to Offers Program specific terms as prescribed by Google. Additional Terms for Merchant Offers and Vouchers. If a Merchant chooses to participate in the Offers Program, then the following additional terms apply, unless and except to the extent otherwise agreed separately by Merchant and Google: <ol class="ol-lower-roman"> <li> Google’s Role. (a) Google’s role in relation to the Merchant Offers and Merchant Vouchers under the Offers Program is limited to providing technical services to enable you to communicate the Merchant Offers and/or Merchant Vouchers to the Buyers registered on the Google Pay App; (b) Google does not provide any financial backing, guarantee, settlement service or assurances for the purposes of providing Merchant Offers or Merchant Vouchers; (c) Merchant Offers and Merchant Vouchers are between you and the eligible Buyer; and (d) you are solely responsible for fulfilment of all Merchant Offers and Merchant Vouchers including, but not limited to, for communication and redemption of the Merchant Offers or Merchant Vouchers, and investigating and resolving disputes with such Buyers. </li> <li> Merchant Offers. You may provide Merchant Offers to be distributed to Buyers on any channel or property within the Google Pay App by opting and routing your request through the prescribed Merchant Offer’s process and will be subject to Google’s prior approval. </li> <li>Merchant Vouchers. You may provide Merchant Vouchers to be distributed to Buyers on any channel or property within the Google Pay App by opting and routing your request through the prescribed Merchant Voucher process and subject to additional terms published by Google.</li> <li> Additional Compliance. All Merchant Offers and Merchant Vouchers will only be made in compliance with the Applicable Laws including applicable consumer protection law and gambling laws and Google’s <a href="/intl/en_in/about/business/policy/">policies</a>. Google will have liberty to take down any Merchant Offer or Merchant Voucher if Google in its sole discretion determines that it is in violation of Applicable Laws or its <a href="/intl/en_in/about/business/policy/">policies</a>. The Merchant will provide all such information and details regarding the Merchant Offers and Merchant Vouchers that may be requested by Google from the Merchant in order to facilitate the communication of the Merchant Offers and Merchant Vouchers. </li> <li>Google Fees. Google Fees, published separately by Google, may be charged for Merchant Vouchers.</li> </ol> </div> </section> <footer class="main-footer container"> <div class="main-footer__logo" data-name=""> <a itemscope itemtype="http://schema.org/image" data-g-event="pay-b2b-navigation" data-g-label="footer:logo" data-ga4="{'event': 'nav_click', 'link_text': '', 'link_type': 'internal', 'link_url': '/intl/en_in/about/business/', 'module_name': 'home logo', 'section_header': 'home logo'}" href="/intl/en_in/about/business/"> <img alt="Google Pay" class="main-footer__logo-image pay--gp3" src="/about/static_kcs/images/logos/footer-logo.svg"> </a> </div> <div class="main-footer__links"> <ul class="main-footer-links-list"> <li class="main-footer__link"> <a class="main-footer__anchor" data-g-event="pay-b2b-navigation" data-g-label="footer:help-centre" data-ga4="{'event': 'nav_click', 'link_text': 'Help Centre', 'link_type': 'outbound', 'link_url': 'https://support.google.com/tez/?p=tez_hc', 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