Google Merchant Center Terms of Service

These Google Merchant Center Terms of Service (“Terms”) are entered into by Google LLC (“Google”) and the entity executing these Terms or that accepts these Terms electronically (“Merchant”).  These Terms govern Merchant’s use of the Google Merchant Center, including related services, features and functionality (“Services”) (i) that are accessible through the account(s) given to Merchant in connection with these Terms (“Accounts”) or (ii) that incorporate these Terms by reference (collectively, “GMC”).  

1. Using GMC.  Merchant may submit data, feeds or other content (“Content”) to GMC using various means, including through Google APIs. Merchant agrees to submit Content in a manner that complies with any instructions or specifications made available to Merchant by Google. Google may make available functionality that permits Merchant to export, link or transfer Content from GMC to, or otherwise use Content from GMC with, another Google service. In that case, the terms and conditions of such other Google service will apply with respect to Merchant’s use of such service, provided that Merchant’s use of GMC will continue to be governed by these Terms. If Merchant chooses to use certain optional GMC Services, then Merchant may be required to agree to separate terms that are specific to those Services.  Some GMC Services are identified as “Beta” or as otherwise unsupported or confidential (“Beta Features”).  Merchant may not disclose any information from or about Beta Features or the terms or existence of any non-public Beta Features.  Google or its Affiliates may suspend, modify or discontinue Services, including Beta Features, at any time.  For purposes of these Terms, “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google from time to time.
2. Account.  Merchant’s use of GMC is subject to creation and approval by Google of one or more Account(s).  In order to verify Accounts, and from time-to-time in connection with Merchant’s use of GMC, Google may require additional information, including legal entity name, phone number, address and relevant domains. Merchant is responsible for its use of GMC, including all access to and use of Accounts, Content submitted to GMC through Accounts and safeguarding of Account usernames and passwords.
3. Policies.
1. Merchant’s use of GMC is subject to (i) the applicable Google policies available at https://support.google.com/merchants/topic/7286989?hl=en&ref_topic=7259123 and all other policies made available by Google to Merchant, as may be modified by Google from time to time (collectively, “Policies”), (ii) these Terms and (iii) Merchant’s compliance with applicable law(s).
2. In connection with GMC, (i) Google will comply with the Google Privacy Policy available at google.com/policies/privacy (as modified from time to time) and (ii) to the extent applicable, Google and Merchant agree to the Google Controller-Controller Data Protection Terms at https://privacy.google.com/businesses/gdprcontrollerterms/ (“Data Protection Terms”).  Google will not modify the Data Protection Terms, except as expressly permitted under the Data Protection Terms.
4. Merchant Content.
1. Merchant hereby grants to Google an irrevocable, worldwide, royalty-free license to use Content (to the extent protected by intellectual property rights) in connection with Google’s or its Affiliates’ products and services for the maximum duration of such intellectual property rights under applicable law. Merchant agrees that Google may sublicense these rights to its Affiliates and contractors performing services for Google or its Affiliates and to Google’s and its Affiliates’ users so they can use such Content in connection with using Google’s or its Affiliates’ products and services.
2. If Content submitted by Merchant contains URLs or similar content, Merchant hereby grants to Google the right to, access, index, cache or crawl the URL(s) and the content available through such URL(s) (“Destinations”).  For example, Google may utilize an automated software program to retrieve and analyze websites associated with such URLs.  Merchant agrees that any content collected by Google from Destinations will be considered Content and treated as such in accordance with these Terms.
3. By using GMC, Merchant authorizes Google to use any trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers in connection with Google's authorized use of Content.
5. Testing.  Merchant authorizes Google and its Affiliates to (a) periodically conduct tests that may affect Merchant’s use of Services (including as relates to Destinations, quality, ranking, performance, formatting or other adjustments) without notice to Merchant, and (b) automate retrieval and analysis of, and create test credentials to access, Destinations.
6. Warranty, Rights, and Obligations.  Merchant represents and warrants that (a) Merchant has full power and authority to enter into these Terms, (b) Merchant holds, and will maintain, the rights to grant the licenses and permissions set forth in Section 4, (c) Merchant will not provide any Content that violates Policies, applicable law or any applicable privacy policies, or infringes any third party intellectual property rights, (d) Merchant has all necessary rights and consents to make available to Google any information collected from or about an individual that is subject to protection under applicable data privacy or data protection laws or regulations and (e) information and authorizations provided by Merchant (including all necessary product-related disclosures required to display Merchant offers) are and will remain complete, correct and current.
7. Disclaimers.  TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 7(C) BELOW: (A) GOOGLE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER  IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; AND (B) GMC AND ITS RELATED SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND MERCHANT USES THEM AT ITS OWN RISK. GOOGLE AND ITS AFFILIATES DO NOT MAKE ANY GUARANTEES IN CONNECTION WITH GMC OR ITS RELATED SERVICES, OR IN CONNECTION WITH ANY RESULTS THEREFROM. GOOGLE AND ITS AFFILIATES MAKE NO PROMISE TO INFORM MERCHANT OF DEFECTS OR ERRORS. (C) CERTAIN LAWS OF THE JURISDICTION IN WHICH MERCHANT RESIDES MAY CONFER RIGHTS AND REMEDIES AND IMPLY TERMS INTO THESE TERMS THAT CANNOT BE EXCLUDED.  THOSE RIGHTS, REMEDIES AND IMPLIED TERMS ARE NOT EXCLUDED BY THESE TERMS. TO THE EXTENT THAT THE RELEVANT LAWS PERMIT GOOGLE TO LIMIT THEIR OPERATION, GOOGLE’S LIABILITY UNDER THOSE LAWS WILL BE LIMITED TO, AT ITS OPTION, THE SUPPLY OF THE SERVICES AGAIN OR PAYMENT OF THE COST OF HAVING THOSE SERVICES SUPPLIED AGAIN.
8. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THEORY OR TYPE OF CLAIM, (A) GOOGLE AND ITS AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF GOOGLE OR ONE OF ITS AFFILIATES IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (B) GOOGLE AND ITS AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN USD$500.00.
9. Indemnification.  To the extent allowed by applicable law, Merchant will defend and indemnify Google, its Affiliates, agents and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party legal proceeding to the extent arising out of or related to Merchant’s Content, Destinations, use of GMC, its related Services or any breach of these Terms by Merchant.
10. Termination.  Google reserves the right to restrict, suspend or terminate (in whole or in part) Merchant’s access to, or use of, GMC, the Services or the Account(s) if (a) Merchant breaches these Terms, any Policies or applicable law(s), (b) Google is required to do so to comply with a legal requirement or a court order or (c) Merchant’s conduct causes harm or liability to a third party or Google. If Merchant believes its access to GMC, the Services or the Account(s) has been restricted, suspended or terminated in error, please refer to the appeal process in the Policies. Merchant may terminate these Terms at any time by closing its Account(s) and ceasing to use GMC.
11. Changes to Terms.  Google may make non-material changes to these Terms at any time without notice, but Google will provide advance notice of any material changes to these Terms. Changes to the Terms will not apply retroactively and will become effective 15 days after posting on this page. However, changes made for legal reasons or in urgent situations (such as preventing ongoing abuse) will be effective immediately upon notice.
12. Governing Law; Dispute Resolution. All claims arising out of or relating to these Terms or GMC will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA; the parties consent to personal jurisdiction in those courts.  If Merchant is based in an applicable jurisdiction, Merchant may also apply to resolve a dispute with Google arising in relation to these Terms or GMC through mediation. Merchant can find more details about the mediators Google is willing to engage with and instructions on how to request mediation here. Except as required by applicable law, mediation is voluntary and neither Merchant nor Google is obliged to settle disputes through mediation.
13. Translation.  If these Terms are translated into any other language, to the fullest extent permitted by applicable law, such translation exists for reference purposes only, and the English text will take precedence in the event of a conflict.
14. Miscellaneous. (a) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects. (b) Merchant may not make any public statement regarding the relationship contemplated by these Terms (except when required by law). (c) Except for modifications to the Terms by Google under Section 11, any amendment to these Terms must be agreed to by both parties and must expressly state that it is amending these Terms. (d) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact or other address on file). Emails are written notices. The email address for notices being sent to Google’s Legal Department is legal-notices@google.com.  All other notices to Merchant will be in writing and sent to an email address associated with Merchant’s account.  All other notices to Google will be in writing and addressed to Merchant’s primary contact at Google or other method made available by Google. Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms. (f) If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect. (g) Neither party may assign any of its rights or obligations under these Terms without the written consent of the other party, except to an affiliate but only where (i) the assignee agrees in writing to be bound by these Terms, (ii) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (iii) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.  (h) There are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership, joint venture or employment relationship among the parties. (j) Sections 1, 4, 6-9 and 12-14 will survive expiration or termination of these Terms. (k) No party or its Affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.