A. Service - Buyer (Australia)
B. Service - Seller (Australia)

PRODUCT DISCLOSURE STATEMENT (Google Payment Australia Pty Ltd)


Product Disclosure Statement

Google Payment Australia Pty Limited (ACN 122 560 123; Australian financial services licence No. 318755)

By clicking "Accept" below, I confirm that I have read and accept the terms of the Product Disclosure Statement/Terms of Service Document and agree to receive them online.

Table of Contents

1. Issuer

2. About this PDS

3. About the Google Payments Service

4. Terms of Service

5. Types of Google Payments Service Accounts

6. What are the risks associated with using the Google Payments Service?

7. What are the benefits associated with using the Google Payments Service?

8. Fees and Other Costs

Buyer Fees and Other Costs

Seller Fees and Other Costs

9. Dispute Resolution

10. Responsibility for Taxes

Schedule 1: Buyers Terms of Service

Schedule 2: Sellers Terms of Service

This document consists of a "Product Disclosure Statement" ("PDS") and "Terms of Service" (contained in Schedules 1 and 2). These materials contain your rights and obligations when using the Google Payments buyer and/or seller payment service ("Google Payments Service"), as well as the rights and obligations of Google Payment Australia Pty Ltd and Google. Please read them carefully. You agree that your registration for and use of the Google Payments Service constitutes your acceptance of the PDS and the Terms of Service as amended from time to time.

The PDS and the Terms of Service as amended from time to time applies to your use of the Google Payments Service. All future changes set out in a notice or update from Google Payment Australia Pty Ltd are incorporated by reference into this PDS and/or Terms of Service (as applicable) and the changes will take effect on the date specified in the notice or update. If you do not want to be bound by this PDS and the Terms of Service, you must stop using Google Payments Service.

1. Issuer

    1.1 This PDS is dated 16 June 2017 and issued by Google Payment Australia Pty Ltd (ACN 122 560 123, Australian financial services licence No 318755) ("GPAL").

    1.2 The Google Payments Service (previously known as Google Checkout) is operated in Australia by GPAL, located at:

    Level 5
    48 Pirrama Road
    Pyrmont, NSW 2009

    1.3 GPAL holds an Australian financial services licence under which it is authorised to offer the Google Payments Service as a "non-cash payment product". GPAL is not licensed as a bank or other authorised deposit-taking institution in Australia and does not provide banking services.

2. About this PDS

    2.1 This PDS only applies to you if you receive it in Australia.

    2.2 The purpose of this PDS is to give you information you may require to make an informed decision about whether to use the Google Payments Service in Australia and other important information about the Google Payments Service. Any information contained in this PDS is general information only and is not intended to constitute advice, nor is it a recommendation or an opinion that the Google Payments Service is suitable for or takes into account, your specific objectives, financial situation or particular needs.

    2.3 The information in this PDS is current as at the date of this PDS.

    2.4 GPAL may change some of the information in the PDS that is not materially adverse from time to time without needing to notify you. You may review that changed information and the current version of this PDS at any time by visiting the website. To access previous versions, please click here. Should you require it, GPAL will provide you with a paper version of this PDS free of charge upon receipt of such request. If it becomes necessary, GPAL will issue a supplementary or replacement PDS. You may contact GPAL through the Google Payments Service contact page. All references to monetary amounts in this PDS are in Australian dollars (unless otherwise specified).

3. About the Google Payments Service

    3.1 The Google Payments Service is an online payment processing service that is designed to facilitate the processing of payments by a valid payment method accepted by GPAL, between purchasers ("Buyers") and participating merchants ("Sellers").

    3.2 The Google Payments Service acts as a checkout service through which Buyers can store information (such as their credit or debit card information) that they can readily access when they are making purchases from Sellers. More information can be obtained at any time by visiting the website.

4. Terms of Service

    4.1 On registering to use the Google Payments Service, both Buyers and Sellers will be bound by this PDS and the relevant Terms of Service as they apply to either a Buyer or Seller using the Google Payments Service.

    4.2 The Buyers Terms of Service are set out in Schedule 1.

    4.3 The Sellers Terms of Service are set out in Schedule 2. Please see Section 12 of the Sellers Terms of Service for specific provisions applicable to transactions on Google Play and other Google marketplaces ("Google Marketplaces").

    4.4 Prior to using the Google Payments Service, Buyers and Sellers need to read, agree to be bound by, and accept the Terms of Service and all of the policies incorporated under those Terms of Service as they apply to either a Buyer or Seller using the Google Payments Service.

    4.5 Unless otherwise defined in this PDS, capitalised terms have the same meaning as set out in the Buyers Terms of Service or the Sellers Terms of Service (as applicable).

5. Types of Google Payments Service Accounts

    5.1 There are two types of Google Payments Service accounts:

    5.1.1 a Google Payments Buyers account, referred to here as a "Buyers Account"; and

    5.1.2 a Google Payments Sellers account, referred to here as a "Sellers Account."

    5.2 The two different types of accounts have the following features:

    Buyers Account

    5.2.1 For a Buyer, GPAL will process payments on behalf of the Sellers you transact with using Google Payments, a feature of the Google Payments Service.

    5.2.2 As a Buyer, your account will contain all the necessary information you need to make a purchase online, including your shipping or postage details, preferred method of payment and payment details.

    5.2.3 Establishing a Buyers Account will allow GPAL to:

    a. store Buyer's information, including Payment Instrument (as defined in the Buyers Terms of Service);

    b. process payment transactions by a Buyer on behalf of a Seller;

    c. display the Buyer's Google Play Gift Card balance; and

    d. delay payment processing where the transaction is deemed suspicious or transactions which may involve fraud, misconduct or violate an applicable law, the Buyers Terms of Service or GPAL or Google policies referred to in the Buyers Terms of Service.

    5.2.4 The benefits of establishing a Buyers Account include allowing a Buyer to easily manage purchases in a central location, fraud protection, and a single login for ease of making online purchases.

    5.2.5 Using Google Payments Service, Buyers can purchase products from Sellers.

    5.2.6 However, a Buyer cannot do the following using the Buyer's Account:

    a. process payments or transfer money otherwise than for the purchase of a product through the processing of a valid Payment Instrument;

    b. receive cash advances from Sellers;

    c. purchase cash equivalents, such as travellers cheques, prepaid cards or money orders from Sellers; or

    d. process payments in connection with an illegal transaction or the sale or exchange of illegal or prohibited goods or services as specified the Google Payments Service.

    Sellers Account

    5.2.7 For a Seller, GPAL will process payments received from Buyers on your behalf using Google Payments Service.

    5.2.8 A Sellers Account has the following features:

    a. a username, password and merchant key for added security;

    b. processing of payments on behalf of a Seller through the appropriate payment processing network;

    c.except if the Seller uses the Google Payments Service on a Google Marketplace and for digital goods, GPAL will use commercially reasonable efforts to electronically transfer funds for Payment Transactions (as defined in the Sellers Terms of Service) to a Seller's Settlement Account (as defined in the Sellers Terms of Service) before the end of the second business day after the day that the Payment Transaction was submitted for capture by a Seller, unless otherwise agreed between the Seller and GPAL; and

    d. if the Seller uses the Google Payments Service on a Google Marketplace, and for digital goods, GPAL will use commercially reasonable efforts to electronically transfer funds for Payment Transactions (as defined in the Sellers Terms of Service) submitted for capture by Seller within a calendar month to Seller's Settlement Account before the close of business on the 15th day of the following calendar month.

    5.2.9 The benefits of establishing a Sellers Account include:

    a. streamlined payment processing;

    b. fraud protection; and

    c. chargeback resolution.

    5.2.10 By using the Google Payments Service, Sellers can receive payments and process transactions from a Buyer, being a person or entity registered to use Google Payments;

    5.2.11 However, a Seller cannot do the following using the Sellers Account:

    a. process payments or transfer money otherwise than for the purchase of a product through the processing of a valid Payment Instrument (as defined in the Sellers Terms of Service);

    b. receive cash advances from Buyers or other Sellers;

    c. purchase cash equivalents, such as travellers cheques, prepaid cards or money orders from other Sellers; or

    d. process payments in connection with an illegal transaction or the sale or exchange of illegal or prohibited goods or services as specified by the Google Payments Service.

    Registering for a Buyers Account

    5.2.12 A Buyer intending to register to use Google Payments must:

    a. be at least 18 years old. However, a Buyer who is between 13 and 17 years old and intending to redeem a Google Play Gift Card may also register for a Buyers Account to use Google Payments for the sole and limited purpose of redeeming Google Play Gift Cards on Google Play;

    b. be capable of entering into a legally binding agreement;

    c. register a valid Payment Instrument (as defined in the Buyers Terms of Service);

    d. provide current, complete and accurate registration information;

    e. provide additional information where required by GPAL in accordance with the Buyers Terms of Service;

    f. authorise GPAL to confirm that the registered Payment Instrument is in good standing with the relevant issuer of the Payment (such as the issuing financial institution or Carrier (as defined in the Buyers Terms of Service) (as applicable)); and

    g. authorise GPAL to make background inquiries as appropriate

    5.2.13 In addition, a Buyer who is a business entity must:

    a. establish that it is authorised to do business in the country or countries in which it operates; and

    b. confirm that employees, officers, representatives and other agents who access Google Payments are duly authorised to do so and will be legally bound by any transactions conducted under the business' username and password.

    Registering for a Sellers Account

    5.2.14 A Seller intending to register to use Google Payments must:

    a. provide current, complete and accurate registration information;

    b. provide additional information where required by GPAL in accordance with the Sellers Terms of Service;

    c. set up and maintain a deposit account at an Australian financial institution that is capable of receiving funds; and

    d. confirm that the account identified in clause 5.2.14.c is in good standing with the issuing financial institution;

    The requirements in 5.2.14.c and 5.2.14.d above do not apply to a Seller which is a GPAL or Google affiliate in relation to the Google Payments Service.

    Cooling off rights

    5.2.15 There are no cooling off rights applicable to Buyers Accounts or Sellers Accounts.

6. What are the risks associated with using Google Payments Service?

    6.1 Set out below are the key risks to Buyers and Sellers associated with using the Google Payments Service:

    6.1.1 GPAL has no control over the description of the products being advertised or the products themselves.

    6.1.2 GPAL does not endorse any information or content appearing on a Seller's website.

    6.1.3 GPAL has no responsibility to the Seller to investigate the background or confirm the identity of Buyers, except to the extent required by applicable law.

    6.1.4 GPAL will not be responsible in circumstances where a Buyer does not complete the purchase or payment for a product.

    6.1.5 GPAL will not be obligated to settle funds to a Seller where the GPAL has not received the funds in full from the Buyer or the Seller's earned balance at the time of payment or transfer is less than one dollar.

    6.1.6 GPAL may pass the cost of a Buyer's chargeback rights through to the Seller.

    6.1.7 GPAL may withhold payments or reverse payments where a Buyer makes a claim for a reversal or refund; or GPAL believes that the payment is invalid, involves misconduct or fraud, or otherwise violates an applicable law, the relevant Terms of Service, or GPAL or Google policies referred to in the relevant Terms of Service.

    6.1.8 GPAL may setoff any payment obligation owed to a Seller against service fees owed by the Seller to GPAL, amounts overpaid to the Seller due to a later reversal, refund, chargback or other adjustment to prior payment transactions, or any other amounts owed by the Seller to GPAL under the Sellers Terms of Service.

    6.1.9 Where a Seller (other than a GPAL or Google affiliate) incurs a negative balance, GPAL may debit the Seller's Settlement Account (as defined in the Sellers Terms of Service) for that amount, or may alternatively choose to invoice the Seller for any amounts owed that are immediately due and payable.

    6.1.10 Sellers choosing to provide a refund through means other than the Google Payments Service refund function will remain responsible where the transaction results in a chargeback to the Buyer.

    6.1.11 Sellers may receive chargebacks relating to transactions regardless of whether their return/cancellation policy prohibits returns or cancellations.

    6.1.12 GPAL may reject or delay a refund request from the Seller if GPAL is unable to obtain sufficient funds from the Seller to fund the refund.

7. What are the benefits associated with using the Google Payments Service?

7.1 GPAL offers increased security and protection to Buyers and Sellers using the Google Payments Service by identifying, monitoring and investigating prohibited transactions and potentially suspicious transactions.

7.2 The Google Payments Service offers access to a world-wide marketplace of buyers and sellers.

7.3 The Google Payments Service allows Buyers to use a single login to easily manage purchases in a central location.

7.4 The Google Payments Service uses a streamlined payment processing system that conceals confidential details of the Buyer's Payment Instrument (as defined in the Buyers Terms of Service).

7.5 The Google Payments Service allows Buyers to store their Payment Instrument (as defined in the Buyers Terms of Service) for easy continued use.

8. Fees and Other Costs

8.1 This section sets out the fees and costs of using the Google Payments Service for both Buyers and Sellers.

Buyer Fees and Other Costs

8.1.1 GPAL does not charge the Buyer a fee for using the Google Payments Service.

8.1.2 However, the relevant Payment Instrument issuer such as the financial institution that issues, or the Carrier (as defined in the Buyers Terms of Service) that provides, the Payment Instrument may charge a fee in connection with the debiting or charging of the Payment Instrument (such as the debit or credit card or carrier billing account) used to purchase a product through Google Payments Service.

Seller Fees and Other Costs

8.1.3 Except for Google Payments transactions on a Google Marketplace, Service Fees (as defined in the Sellers Terms of Service) payable by the Seller are set out in the relevant Fee Schedule (as defined in the Sellers Terms of Service), a copy of which can be obtained from here. Should you require it, GPAL will provide you with a paper copy of the Fee Schedule free of charge if you contact us by clicking through the Google Payments Service contact page.

8.1.4 For Google Payments transactions on a Google Marketplace, GPAL will not charge Seller any fees, and the Seller will instead pay the fees specified in the applicable Google Marketplace Terms of Service.

8.1.5 A Seller which is a GPAL or Google affiliate is not required to pay the Service Fee under the Sellers Terms of Service or the relevant Google Marketplace Terms of Service.

9. Dispute Resolution

9.1 GPAL has established a number of internal policies and procedures to assist Buyers and Sellers in the resolution of disputes regarding payment transactions using the Google Payments Service generally.

9.2 Further, if a Seller and Buyer are unable to resolve a dispute, GPAL may mediate the dispute on either party's request and may provide a non-binding solution. However, the provision of this service is at GPAL's discretion.

9.3 Complaints regarding the Google Payments Service provided by GPAL can be made by contacting us through this link.

9.4 If you are unable to resolve the dispute using GPAL's internal complaint resolution policies and procedures, you may be able to seek assistance, at no cost to you, from the Financial Ombudsman Service ("FOS"). FOS is an independent dispute resolution scheme. Subject to FOS rules, a claim must be under $500,000 for FOS to consider it. FOS can award a maximum of $309,000.

Financial Ombudsman Service Australia Limited
GPO Box 3
Melbourne VIC 3001
Phone: 1800 367 287

The Australian Securities and Investments Commission also has a free call Infoline on 1300 300 630 (available between 9am and 7pm AEST Monday to Friday) which you may use to make a complaint and obtain information about your rights.

10. Responsibility for Taxes

10.1 All fees for the Google Payments Service are inclusive of GST, and any other taxes and charges.

10.2 The reporting and payment of any applicable taxes which may arise in connection with the use of the Google Payments Service will remain the responsibility of the Buyer and Seller (as applicable).

10.3 Both the Buyer and Seller agree to comply with any and all applicable Australian taxation laws, including the reporting and payment of any taxes that arise in connection with use of the Google Payments Service by that Buyer or Seller.


A. Schedule 1

Schedule 1: Buyers Terms of Service

June 16, 2017

These Terms of Service form a legal agreement between you and Google Payment Australia Pty Ltd that governs your access to and use of the Google Payments Service as a purchaser of merchandise, goods, or services. Please review these Terms of Service before you decide whether to accept them, continue with the registration process and use the Google Payments Service.

BY CLICKING ON THE "AGREE AND CONTINUE" BUTTON ON THE REGISTRATION PAGE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS AMENDED FROM TIME TO TIME.

These Terms of Service will continue to apply to your use of the Google Payment Services. If you do not want to be bound by these Terms of Service, you must stop using the Google Payment Services.

1. Certain Defined Terms

The following defined terms appear in these Terms of Service:

Buyer: A person or entity that applies to, or registers to use, or uses, the Service to make Payment Transactions using a Payment Account.

Carrier: A mobile telephone operator approved by GPAL that offers a Carrier Billing Account to Buyers.

Carrier Billing: The payment process whereby GPAL, on behalf of Seller, submits a Payment Transaction to the Carrier for billing to the Buyer's Carrier Billing Account.

Carrier Billing Account: The monthly or other periodic billing account provided to you by your Carrier that you register with the Service to fund certain Payment Transactions.

Customer: A person that registers with the Service as a Buyer or a Seller.

Gift Card: Google Play Gift Card is a prepaid gift card purchased by the Buyer and issued by GPAL which enables Buyer to purchase eligible items on Google Play or on a Google Marketplace.

Google Marketplace: A Google marketplace other than Google Play where Sellers can sell Products.

Google Websites: The website pages of any website owned or operated by GPAL, Google or a Google-affiliates.

GPAL, we, or us: Google Payment Australia Pty Ltd.

Payment Account: The account that is registered by a Buyer with the Service and accepted by GPAL to facilitate the processing of Payment Transactions.

Payment Instrument: The credit card, debit card, Carrier Billing Account, or any other payment method accepted by GPAL from time to time, that is registered by a Buyer with the Service to facilitate the processing of Payment Transactions. The Payment Instrument must be associated with a billing address in a country where the Service is made available.

Payment Transaction: The processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer's Payment Account and the crediting of funds to a Seller.

Product: Any merchandise, good or service that is listed for sale by a Seller that a Buyer may pay for using the Service.

Purchase Amount: The monetary amount of a Payment Transaction which includes any taxes, shipping charges, handling charges, or other fees that are charged to the Buyer as part of the Payment Transaction.

Seller: A person or entity that uses the Service to process Payment Transactions from Buyers.

Service: The Google Payments Service, described in these Terms of Service, that facilitates the processing of Payment Transactions on behalf of a Seller to complete a payment for a purchase between Seller and Buyer.

2. Requirements for Registration

In order to use the Service, you must register a valid Payment Instrument such as a valid credit or debit card or Carrier Billing Account to make Payment Transactions. You must provide current, complete and accurate information and maintain it as current and accurate. We may require you to provide additional information as a condition of continued use of the Service or to assist in determining whether to permit you to continue to use the Service.

You authorise us to confirm that your Payment Instrument is in good standing with the issuer of the Payment Instrument such as the issuing financial institution and/or Carrier (as applicable), including without limitation by submitting a request for a payment authorisation and/or a low dollar credit and/or debit to the Payment Instrument, in accordance with the relevant card association or Carrier rules (as applicable). We, in our discretion, may refuse to approve a new registration or may terminate existing registrations, with or without cause or notice, other than any notice required by any applicable law and pursuant to these Terms of Service, and not waived herein. By agreeing to these Terms of Service for Buyers, you represent the following:

If you are a business entity, you represent that:

3. Payment Transaction Processing

The Service facilitates the processing of Payment Transactions to complete a payment for a purchase between a Buyer and a Seller. The Service will store information from Buyers, such as their Payment Instruments and shipping information, and will process Payment Transactions on behalf of Sellers, such as through the appropriate credit card or debit card network or through a participating Carrier, as applicable.

GPAL may delay payment processing where the transaction is deemed suspicious transactions or transactions which may involve fraud, misconduct or violate an applicable law, these Terms of Service for Buyers, or other GPAL or Google policies referred to herein. Buyer authorises the charge or debit to Buyer's Payment Instrument as necessary to complete processing of a Payment Transaction. Buyer also authorises the crediting to Buyer's Payment Instrument in connection with reversals, refunds, or adjustments through the Service.

You acknowledge and agree that your purchases of Products are transactions between you and the Seller, and not with GPAL, Google or any GPAL affiliates. GPAL is a third party service provider facilitating Payment Transactions on behalf of the Seller. GPAL is not a party to your purchase of Products and GPAL, Google or other GPAL affiliates are not a Buyer or a Seller in connection with any Payment Transaction, unless expressly designated as such in the listing of the Product on a Google Website.

4. Google Play Gift Cards

Gift Cards are issued by GPAL. The terms of the Gift Card at play.google.com/about/au-card-terms are incorporated into these Terms of Service by reference. Gift Cards are valid for Australian residents age 13 and above. Activation of the Gift Card requires a Payments Account and internet access. Gift Cards are not usable for hardware and subscriptions unless specifically noted, see full Gift Card terms for details. Gift Cards can be used for purchases on Google Play and Google Marketplaces. Gift Card value expires on the later of 2 years following the date of: (1) card issuance, or (2) last activity on the Payment Account to which the card is redeemed. There are no refunds unless required under law. Gift Cards not redeemable for cash or other cards, not reloadable and cannot be combined with non-Google Play balances, resold, exchanged or transferred for value (unless by law). Upon purchase of the Gift Card, Buyer assumes risk of loss and title for the card. For help or to view balance visit support.

5. Carrier Billing

Certain Sellers that accept Google Payments may permit you to have your purchase billed to your Carrier Billing Account. These additional terms apply when you use Carrier Billing through Google Payments:

6. Subscriptions/Recurring Transactions Purchases

Your subscription will start when you click "Accept & buy" on a subscription purchase. This is a recurring billing transaction. Unless otherwise stated, your subscription and the relevant billing authorisation will continue indefinitely until cancelled by you. Cancellation will take effect as described below.

By clicking "Accept & buy," you authorise the applicable Seller to bill your chosen Payment Instrument during the subscription at the Purchase Amount. The Purchase Amount will continue to be charged to your Payment Instrument, until you cancel your subscription, unless as otherwise stated in the terms and conditions relating to your subscription.

Your Payment Instrument will be billed each period based on the date of the subscription purchase.

You may cancel a subscription at any time, but the cancellation will not become effective until the end of the current billing period. You will not receive a refund for the current billing period. You will continue to be able to access the relevant subscription for the remainder of the current billing period.

We reserve the right to issue refunds or credits and if we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

7. Permissible Payment Transactions

You may only use the Service to process a Payment Transaction for a Product that is purchased from a Seller through a legitimate and bona fide sale of the Product. The Service may not be used to process a Payment Transaction or otherwise transfer money between a Buyer and Seller, that does not directly result from your purchase of a Product. You may not use The Service to receive cash advances from Sellers or to facilitate the purchase of cash equivalents (e.g. travellers cheques, prepaid cards, money orders). You may not use the Service in connection with an illegal transaction or the sale or exchange of any illegal or prohibited goods or services.

You agree that you will not use the Service to process Payment Transactions for any Products that violate an applicable law, these Terms of Service, or GPAL or Google policies applicable to the Service. The policy that establishes the Products and other transactions that may not be paid for with the Service is provided here. Failure to comply with these limitations may result in suspension or termination of your use of the Service.

8. Passing Payment Instrument Details to Third Parties

Where requested by You, GPAL may pass details of your Payment Instrument and related information to a third party for that third party to charge the Payment Instrument for goods or services it will supply to You. In such cases, after passing the Payment Instrument details to that third party, GPAL will have no further involvement in Your transaction with that third party (and You acknowledge and agree that your purchases made are transactions between you and the third party and not with GPAL, Google or any of GPALs affiliates). This is not a Payment Transaction. You should contact the third party or Your Payment Instrument provider (e.g., credit or debit card provider) directly regarding any issues with such third-party transactions, including refunds and disputes.

9. Limitations on the Use of Service

We may establish general practices and limits concerning use of the Service, including without limitation, individual or aggregate transaction limits on the dollar amount or number of Payment Transactions during any specified time period(s). We reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any Service feature, without notice and without liability. We also reserve the right to impose limits on certain Service features or restrict access to parts or all of the Service without notice and without liability. We may decline to process any Payment Transaction without prior notice to Buyer or Seller.

We reserve the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any Service feature.

We reserve the right to impose limits on certain Service features or restrict access to parts or all of the Service. To the maximum extent permitted by law, we will not be liable for any loss or damage, including consequential loss or damage suffered because of any changes, suspension or discontinuance of any aspect of the Service, limits or restriction on the Service. This clause restricting our liability does not restrict any other part of these terms and conditions which limits our liability.

We may decline to process any Payment Transaction in connection with fraud prevention activities or breach of an applicable law, a term of these Terms of Service or GPAL or Google policies referred to herein.

We do not warrant that the functions contained in the Service will be uninterrupted or error free, and we shall not be responsible for any service interruptions (including without limitation, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Service).

We may limit or suspend your use of the Service at any time. Suspension of your use of the Service will not affect your rights and obligations pursuant to these Terms of Service arising before or after such suspension.

10. Username and Password Information

You are responsible for: 1) maintaining the confidentiality of your username and password, 2) any and all You are responsible for: (1) maintaining the confidentiality of your username and password used for your Payments Account; (2) any and all transactions using Google Payments by persons that you give access to or that otherwise use your username or password used for your Payments Account; and (3) any and all consequences of use or misuse of your username and password used for your Payments Account. You agree to notify us immediately of any unauthorised use of your username or password or any other breach of security regarding your Payments Account and the Service of which you have knowledge.

If Buyer is a business entity, Buyer agrees that all officers, employees, agents, representatives and others having access to the username and password of the Buyer's Payments Account shall be vested by Buyer with the authority to use the Payments Account and Service and legally bind Buyer. Buyer shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorised by Buyer, that accesses the Service using Buyer's username and password.

11. Privacy

You understand and agree that personal information provided to us in connection with the Service is subject to the Google Payments Privacy Notice.

12. Use of Electronic Communications

We may communicate with you regarding the Service by means of electronic communications, including

(a) sending electronic mail to the email address you provided at the time of registration or as revised by you thereafter in accordance with these Terms of Service; or

(b) posting notices or communications on a Google Website. You agree that we may communicate with you by means of electronic communications the following: these Terms of Service (and revisions or amendments), notices or disclosures regarding the Service, payment authorisations, and any other matter relating to your Payments Account and the use of the Service.

You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by you when we send the electronic communication to the email address you provided at the time of registration or as revised by you thereafter in accordance with these Terms of Service, or when we post the electronic communication on a Google Website.

For those communications or records that we are otherwise required under applicable law to provide in a written paper form to you, you agree that we may provide such communications or records by means of electronic communications.

The following additional terms will apply to such electronic communications:

(a) you may contact us through the Google Payments Service contact page to request another electronic copy of the electronic communication without a fee;

(b) you may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy;

(c) you may contact us through the Google Payments Service contact page to update your registration information (such as email address) used for electronic communications or to withdraw consent to receive electronic communications; and

(d) if you decline or withdraw consent to receive electronic communications from us, we will no longer be able to offer and/or provide you with the use of the Service.

13. Service Fees

We do not charge you a fee to use the Service as a Buyer. However, the relevant Payment Instrument issuer such as the financial institution that issues, or the Carrier that provides, your Payment Instrument may charge a fee in connection with the debiting or charging of the Payment Instrument resulting from the Payment Transaction. You should consult the terms and conditions governing your Payment Instrument for more information about any such fees.

14. Disputes

Seller is solely responsible for any dispute that may arise between Buyers and Sellers with respect to their transaction ("Disputes") and GPAL is not a party to and will not be responsible for any Disputes. GPAL may provide tools to facilitate communication between Seller and a Buyer to resolve a Dispute. If a Buyer and a Seller are unable to resolve a Dispute, we can mediate disputes upon either party's request and propose a non-binding solution, if appropriate. For more detailed information, please see our Frequently Asked Questions.

GPAL may offer a feedback on the Service to assist you in evaluating Sellers or assist Sellers in evaluating you. You acknowledge that any such feedback represents solely the opinion of users of the Service, and is not an opinion, representation, or warranty by GPAL with respect to Buyers or Sellers using the Service.

You agree to release GPAL, Google, and other GPAL subsidiaries and affiliates, and their agents, contractors, directors, officers, owners and employees, co-branders or other partners, information providers, licensors, licensees, consultants, and other applicable third parties from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a Dispute.

You agree that you will not involve GPAL in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any Seller, other Buyer, advertiser or other third party in connection with the Service. If you undertake any steps to do so,

(a) you shall pay all costs and attorneys' fees of GPAL, Google, and other GPAL subsidiaries and affiliates and shall provide indemnification as set forth in Section 20 (Indemnification), and

(b) the jurisdiction for any such litigation or dispute shall be limited as set forth below. However, nothing in these Terms of Service shall constitute a waiver of any rights, claims or defenses that you may have with respect to a Payment Transaction under the Buyer's card issuer agreement, Carrier Billing Account terms and conditions, the card association rules or applicable laws.

15. Refunds

Except as set forth in these Terms of Service, all Payment Transactions processed through the Service are non-refundable to Buyer by GPAL and are non-reversible by Buyer through the Service.

16. Fraud

If you believe your account has been opened or used in an unauthorised manner, please see our fraud protection process and our Frequently Asked Questions for more information on how we protect you from fraud.

17. GPAL Not A Banking Institution

GPAL processes Payment Transactions on behalf of Sellers. GPAL is not a bank or authorised deposit-taking institution. Funds held by GPAL or its service providers (including any bank service providers) in connection with the processing of Payment Transactions are not deposit obligations of Buyer and are not insured for the benefit of Buyer by any governmental agency.

18. Termination of Service

We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of the Service for any reason, including without limitation inactivity or violation of these Terms of Service or other policies we may establish from time to time.

Upon termination of your use of the Service, you remain liable for all Payment Transactions and any other obligations you have incurred. Upon termination, we have the right to prohibit your access to the Service, including without limitation by deactivating your username and password, and to refuse future access to the Service by you (or your relatives or known acquaintances or if a business entity, its parent, affiliates or subsidiaries or its or their successors).

19. Buyer Responsibility for Taxes

The reporting and payment of any applicable taxes arising from the use of the Service is your responsibility. You hereby agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with Payment Transactions.

20. No Endorsement of Products

GPAL does not represent or endorse, and shall not be responsible for:

(a) the safety, quality, accuracy, reliability, integrity or legality of any Product, the truth or accuracy of the description of Products, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, "Content") displayed or distributed, purchased or paid for through the Service, or the Google Websites; or

(b) the ability of Buyers to buy Products or Sellers to deliver Products. GPAL hereby disclaims any liability or responsibility for errors or omissions in any Content or in the Service. GPAL reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that in GPAL's opinion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms of Service.

21. Indemnification

You agree to indemnify, defend and hold harmless GPAL, Google, and their subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (including without limitation the Royal Bank of Scotland and relevant Customers) (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees, including without limitation attorneys fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from:

(i) your use of the Service;

(ii) any breach or non-compliance by you of an applicable law, these Terms of Service or GPAL or Google policies referred to herein;

(iii) any dispute or litigation caused by your actions or omissions; or (iv) your negligence or violation or alleged violation of any law or rights of a third party.

22. Disclaimer of Warranties

Nothing in these Terms of Service, including Section 19 (No Endorsement of Products), shall exclude or limit GPAL's warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and GPAL's liability will be limited to the maximum extent permitted by law. THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GPAL, GOOGLE, AND THEIR SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS (COLLECTIVELY, "GPAL PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF PERSONAL OR SENSITIVE INFORMATION THROUGH THE SERVICE. EACH GPAL PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE GPAL PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE GPAL PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANS ACTIONS OR THE SERVICE. TO THE EXTENT THAT THE TERMS IMPLIED UNDER THE AUSTRALIAN CONSUMER LAW APPLY TO GOODS OR SERVICES SUPPLIED BY THE GPAL PARTIES AND THE GOODS OR SERVICES ARE NOT OF A KIND ORDINARILY ACQUIRED FOR PERSONAL, DOMESTIC OR HOUSEHOLD USE OR CONSUMPTION, THE GPAL PARTIES' LIABILITY FOR ANY BREACH OF THOSE TERMS IS LIMITED TO, IN THE CASE OF GOODS, EITHER REPAIRING OR RE-SUPPLYING THE GOODS OR PAYING THE COST OF REPAIR OR RE-SUPPLY AND, IN THE CASE OF SERVICES, EITHER RE-SUPPLYING THE SERVICES OR PAYING THE COST OF RE-SUPPLY.

THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

23. Limitations of Liability; Force Majeure

TO THE EXTENT PERMITTED BY LAW, THE GPAL PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO BUYER OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, WHICH MAY BE INCURRED IN CONNECTION WITH ANY GPAL PARTY OR THE SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION (INCLUDING IN THE CASE OF THE GPAL PARTIES' NEGLIGENCE), EVEN IF THE GPAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. TO THE EXTENT PERMITTED BY LAW TO LIMIT LIABILITY, IN NO EVENT SHALL THE GPAL PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE NET FEES GPAL HAS ACTUALLY RECEIVED AND RETAINED FROM THE BUYER'S VALID PAYMENT TRANS ACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into these Terms of Service 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, no GPAL Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including without limitation, governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures and Internet disturbances.

24. Jurisdiction; Governing Law

These Terms of Service shall be governed by the laws of California, except for California's choice of law rules, and applicable federal United States laws. Each party agrees to submit to personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties specifically exclude from application to the Terms of Service the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

25. Notice

In addition to the electronic communications authorised under the Section 11 (Use of Electronic Communications), statements, notices and other communications to Buyer may be made by email, via the Google Payments Service contact page or postings on the Google Website. We may also provide notices of changes to the Terms of Service or other matters by displaying links to notices on the Google Websites.

26. Modification of Terms of Service for Buyers

We have the right to change, modify, or amend any portion of these Terms of Service at any time by posting notification on a Google Website or otherwise communicating the notification to you in accordance with Section 11 (Use of Electronic Communications). The changes will become effective, and shall be deemed accepted by you, after the initial posting and shall apply on a going-forward basis with respect to Payment Transactions initiated after the posting date. By continuing to use the Service after any amendments to these Terms of Service due to any of the above circumstances, you agree to abide and be bound by any changes. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Service.

27. Assignment

You may not assign these Terms of Service or any rights or obligations under these Terms of Service, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We may assign these Terms of Service and the rights and obligations under these Terms of Service and you consent to this without us having to notify you. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

28. Survival

Upon termination of your use of the Service or termination of these Terms of Service for any reason, in addition to this Section 28 (Survival), the following sections shall survive termination: Section 3 (Payment Transaction Processing), Section 9 (Limitations on the Use of Service), Section 11 (Privacy), Section 12 (Use of Electronic Communications), Section 14 (Disputes), Section 15 (Refunds) through Section 25 (Notice) and Section 29 (Other Provisions).

29. Other Provisions

The failure of GPAL to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms of Service, including GPAL or Google policies governing the Service referenced herein, constitutes the entire agreement between GPAL and Buyer with respect to Buyer's use of the Service. These Terms of Service are not intended and shall not be construed to create any rights or remedies in any parties other than Buyer and GPAL, Google, and other GPAL affiliates which each shall be a third party beneficiary of these Terms of Service, and no other person shall assert any rights as a third party beneficiary hereunder.



B. Schedule 2

Schedule 2: Sellers Terms of Service

June 16, 2017

These Seller Terms of Service form a legal agreement between Google Payment Australia Pty Ltd and you, that governs your access to and use of the Google Payments Service as a seller of merchandise, goods or services. Please review these Terms of Service before you decide whether to accept them, continue with the registration process and using the Google Payment Service.

PLEASE SEE SECTION 12 BELOW FOR SPECIAL TERMS APPLICABLE TO GOOGLE PLAY DEVELOPERS.

BY CLICKING "I AGREE TO THE TERMS OF SERVICE" BELOW AND CLICKING ON THE "COMPLETE SIGN UP" BUTTON YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AS AMENDED FROM TIME TO TIME.

These Terms of Service will continue to apply to your use of the Google Payment Services. If you do not want to be bound by these Terms of Service, you must stop using the Google Payment Services.

1. Defined Terms

Agreement: These Terms of Service as amended from time to time.

    Beta Features: Those features of the Service which are identified by GPAL as beta or unsupported in GPAL's then current technical documentation, including without limitation the Integration Guidelines for the version of the Service that Seller has implemented.

    Brand Features: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party.

    Buyer: A person or entity that applies to, or registers to use, or uses the Service to make Payments Transactions using a Payment Account.

    Carrier: A mobile telephone operator approved by GPAL that offers a Carrier Billing Account to Buyers.

    Carrier Billing: A payment process whereby GPAL, on behalf of Seller, submits a Payment Transaction to the Carrier for billing to the Buyer's Carrier Billing Account.

    Carrier Billing Account: A monthly or other periodic billing account provided to the Buyer by a Carrier registered by a Buyer with the Service to fund certain Payment Transactions.

    Disputes: Any disagreements, litigation, or other disputes between Seller and a Buyer or between Seller and a third party arising from the use of the Service, but excluding Service Disputes.

    Google Marketplace: A Google marketplace other than Google Play where Sellers can sell Products.

    Google Website: The website pages of any website owned or operated by GPAL, Google, or a Google affiliate.

    GPAL: Google Payment Australia Pty Ltd.

    Intellectual Property Rights: Any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

    Payment Account: The account that is registered by a Buyer with the Service and accepted by GPAL to facilitate the processing of Payment Transactions.

    Payment Instrument: The credit card, debit card, Carrier Billing Account, or any other payment method accepted by GPAL from time to time, that is registered by a Buyer with the Service to facilitate the processing of Payment Transactions. The Payment Instrument must be associated with a billing address in a country where the Service is made available.

    Payment Transaction: The processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer's Payment Account and the issuance of funds to Seller's Settlement Account.

    Policies: means the various policies, guidelines, and other terms and conditions that are referenced in this Agreement but are not expressly set forth in this Agreement. The Policies may be updated from time to time by GPAL. The Policies include without limitation the following:

    Products: Any merchandise, goods, or services listed for sale by a Seller that a Buyer may pay for using the Service.

    Purchase Amount: The monetary amount of a Payment Transaction, which includes any taxes, shipping charges, handling charges, or other fees that are charged to the Buyer as part of the Payment Transaction.

    Seller, you or your: A person that uses the Service to process Payment Transactions from Buyers.

    Seller Website: The website pages of Seller.

    Service: The Google Payment Service, described in this Agreement, that facilitates the processing of Payment Transactions on behalf of Seller to complete a payment for a purchase between Seller and Buyer.

    Service Disputes: Any disagreements, litigation, or other disputes between GPAL and Buyers arising solely from an error in the functioning of the Service.

    Settlement Account: The deposit account of Seller maintained at a financial institution located in Australia that is designated by Seller and approved by GPAL for receipt of funds from the processing of Payment Transactions.

    2. Service Features and Description

      2.1 Service Description: Seller acknowledges and agrees that: (i) Seller's sales of Products are transactions between Seller and the Buyer and not with GPAL, Google or any of GPAL affiliates; (ii) GPAL is a third-party service provider facilitating Payment Transactions on behalf of the Seller and is not a party to any Payment Transaction; (iii) GPAL is not a Buyer or a Seller in connection with any Payment Transaction; (iv) GPAL will not be responsible for and does not control any aspect of the Products or the description of the Products; and (v) GPAL will not be responsible for and does not control whether or not a Buyer will complete the purchase of or payment for Products. When a Buyer seeks to make a purchase through its Payment Account, the Service will process the Payment Transaction on behalf of Seller (a) through the appropriate payment processing network, including without limitation credit card or debit card networks (b) to the Carrier for payment and collection through Carrier Billing as described below; or (c) through any other method applicable to the relevant Payment Instrument used by the Buyer.

      2.2 Permissible Payment Transactions: Seller may only use the Service to process a Payment Transaction for a Product that is purchased by a Buyer through a legitimate and bona fide sale of the Product. A Payment Transaction may not be submitted for capture through the Service until Seller has satisfied the requirements for charging and shipping as described in the Program Policies. The Service may not be used to process a Payment Transaction or otherwise transfer money between a Buyer and a Seller, that does not directly result from a Buyer's purchase of a Product. Seller may not use the Service to provide cash advances to Buyers or to facilitate the purchase by Buyers of cash equivalents (e.g., travellers cheques, prepaid cards, money orders). Seller may not use the Service in connection with an illegal transaction or the sale or exchange of any illegal or prohibited goods or services, including without limitation, prohibited Products as set forth in the Content Policies.

      2.3 Limitations on the Use of Service: GPAL may establish general practices and limits concerning use of the Service, including without limitation, individual or aggregate transaction limits on the dollar amount or number of Payment Transactions during any specified time periods. Seller must comply with the Policies and any other limits concerning use of the Service as updated by GPAL from time to time, including without limitation: (i) the Integration Guidelines; (ii) the Button and Acceptance Logo Guidelines and the Google Brand Feature Guidelines; (iii) GPAL requirements for data security and privacy including the Google Payments Privacy Notice; (iv) operating rules and/or policies of the card associations or networks that are used to process the Payment Transactions attached here to as Exhibit A (as amended from time to time); or (v) Carrier requirements applicable to Carrier Billing. Payment Transactions may be protected pursuant to the chargeback resolution policies ("Chargeback Resolution Policy") and payment guarantee policy ("Payment Guarantee Policy") as each are described in the Program Policies. GPAL has the right: (a) to change, suspend or discontinue the Service, in whole or in part, as necessary to perform maintenance or updates to the Service; and (b) to impose limits on certain features or restrict access to parts or all of the Service. GPAL may decline to process any Payment Transaction in connection with fraud prevention activities or breach of an applicable law, a term of this Agreement or GPAL or Google policies referred to herein.

      2.4 Prohibited Actions: Unless expressly permitted in writing by GPAL, Seller may not: (i) establish a minimum or maximum Purchase Amount as a condition for Buyer's use of the Service to pay for a Product; (ii) require Buyer to provide Seller with the account numbers of any credit card, debit card, Carrier Billing Account or other Payment Instrument; (iii) add any Service use surcharge to a Payment Transaction; (iv) separately process as a Payment Transaction the amount of any tax applicable to a purchase of a Product; (v) submit to the Service a Payment Transaction that was previously returned as a chargeback; or (vi) permit the use of the Service for payment of any debt owed to Seller by Buyer.

      2.5 Payment Transaction Authorisation: Seller acknowledges that the receipt of an authorisation for a Payment Transaction indicates only that, as of the date of the authorisation, the underlying Payment Instrument has sufficient credit either with the relevant card issuer, or Carrier for the Purchase Amount. Seller acknowledges that the authorisation is not a confirmation of the Buyer's identity; nor is an authorisation a guarantee by GPAL that the transaction will not be subject to a chargeback or other reversal.

      2.6 Additional Carrier Billing Term: When a Buyer makes a Payment Transaction using Carrier Billing, GPAL, as processor for the Seller, submits charges to the Carrier for payment and processing through the Buyer's Carrier Billing Account. A reversal, refund, or adjustment of that Payment Transaction also may be submitted by GPAL as processor for the Seller, to the Carrier for processing through the Buyer's Carrier Billing Account. GPAL is not obligated to Seller or any other person to make settlement for a Payment Transaction (or reversals, refunds or adjustments thereof) in the event that the Carrier is unable or unwilling for any reason to collect the funds from the Carrier Billing Account or otherwise from the Buyer (for payment of a Payment Transaction) or to credit the Carrier Billing Account or otherwise credit the Buyer (for a reversal, refund or adjustment of a Payment Transaction). In the event GPAL provides any settlement funds to the Seller pending payment from the Carrier, GPAL reserves the right to chargeback or reclaim the funds from the Seller in the event the Carrier does not complete the Payment Transaction processing to the Buyer's Carrier Billing Account or otherwise does not obtain payment from the Buyer. GPAL may limit the types of Sellers that may use Carrier Billing and the types of Products that may be purchased with Carrier Billing.

      2.7 Beta Features: From time to time, GPAL may make Beta Features available to Seller as part of the Service, which are provided "as is." Seller's use of Beta Features is solely at Seller's own risk. GPAL reserves the right to include or cease providing Beta Features as part of the Service at any time.

    3. Service Implementation

      3.1 Implementation of Service: Seller agrees not to use the Service through websites other than the Seller Websites. GPAL at all times reserves approval authority as to the implementation of the Service on each Seller Website, and GPAL may upon notice suspend Seller's use of the Service until Seller corrects implementation issues as reasonably specified by GPAL.

      3.2 Implementation Setup: Seller agrees to provide current, complete and accurate registration information for the Service and to maintain and promptly update the information. Seller will set up and maintain a Settlement Account that is capable of receiving funds. Seller authorises GPAL to confirm that the Settlement Account is in good standing with the financial institution, including by submitting a request for a payment authorisation and/or a low monetary credit to the Settlement Account. Seller authorises GPAL to reconfirm the Settlement Account any time the account information is changed. Seller also authorises GPAL to obtain from time to time a credit report and to otherwise make credit or other background inquiries on Seller as GPAL deems appropriate to assess Seller's eligibility for continued use of the Service. GPAL may require Seller to provide additional information from time to time as a condition of Seller's continued use of the Service. A reference to the Seller in this paragraph does not apply to a GPAL or Google affiliate.

      3.3 Implementation Updates: Seller will provide GPAL with sixty (60) days advance notice of any change to a Seller Website or the code or technology used to implement the Service on a Seller Website that could reasonably be expected to adversely affect Seller's implementation of the Service; provided that giving notice will not relieve Seller of its obligations under this Agreement. If GPAL updates the technical or implementation specifications for the Service, Seller will implement the updates as soon as reasonably practical, but no later than ninety (90) days from receiving notice of the updates. If GPAL updates its look and feel or branding specifications, Seller will implement the updates as soon as reasonably practical, but no later than thirty (30) days from receiving notice of the updates.

      3.4 Support: Prior to making any support request to GPAL, Seller will first use reasonable efforts to resolve the problem on its own without any escalation to GPAL. Thereafter, Seller may submit a written request for technical support via the methods specified by GPAL. Any support that Seller provides to Buyers will be at Seller's own expense. Seller agrees that any telephone communications between Seller and GPAL related to the support or operation of the Service may be recorded by GPAL for quality assurance and training purposes.

    4. Additional Service Terms

      4.1 GPAL is not a Banking Institution: Seller hereby acknowledges and agrees that (i) GPAL offers the Service to facilitate the processing of Payment Transactions in connection with Product purchases by Buyers; (ii) GPAL processes Payment Transactions on behalf of Seller; (iii) GPAL is not a bank or other authorised deposit-taking institution; and (iv) funds held by GPAL or its service providers (including any bank service providers) in connection with the processing of Payment Transactions are not deposit obligations of Seller and are not insured for the benefit of Seller by any governmental agency.

      4.2 Unclaimed Property: Seller acknowledges and agrees that (i) if GPAL is holding funds that are due to Seller arising from a Payment Transaction processed through the Service or otherwise, (ii) GPAL is unable to contact Seller and (iii) GPAL has no record of Seller's use of the Service for several years, then GPAL may be required under applicable law to report the balance of such funds as unclaimed property. In the event of the foregoing, GPAL will try to locate Seller at the Seller's email address registered with GPAL or as revised by Seller thereafter in accordance with this Agreement and, if GPAL is unable to locate Seller, Seller acknowledges and agrees that GPAL may be required to deliver any such funds to the applicable state as unclaimed property; provided, however that GPAL may deduct a dormancy fee and other administrative charges from such unclaimed funds, as permitted by applicable law.

      4.3 No Endorsement: Seller acknowledges that GPAL does not endorse the Seller Website, any of the information or other content appearing on the Seller Website or provided by Seller to GPAL ("Seller Content"), or any of the Products. Seller agrees not to state or imply any endorsement by GPAL or Google on the Seller Website or otherwise. To the extent that Seller Content appears within the Service or on Google Websites, Seller acknowledges and agrees that GPAL reserves the right to modify or remove the Seller Content.

      4.4 Buyer Identity: GPAL has no responsibility to Seller to investigate the background or confirm the identity of Buyers, except to the extent required by applicable law. GPAL may offer a feedback to assist Seller in evaluating Buyers or to assist Buyers in evaluating Seller. Seller acknowledges that any feedback or ranking system represents solely the opinion of third parties, and is not an opinion, representation or warranty by GPAL with respect to Buyers or Sellers using the Service.

      4.5 Disputes: Except as expressly provided for in the Chargeback Resolution Policy, Seller is solely responsible for Disputes and GPAL is not a party to and will not be responsible for any Disputes. With respect to Disputes, Seller is subject to the Chargeback Resolution Policy and other dispute procedures as provided by GPAL from time to time. GPAL may provide tools to facilitate communication between Seller and a Buyer to resolve Disputes. If Seller and a Buyer are unable to resolve a Dispute, GPAL may mediate the Dispute upon either party's request and may propose a non-binding solution, if appropriate. GPAL is solely responsible for Service Disputes and Seller is not a party to and will not be responsible for any Service Disputes; provided, that Seller agrees to provide reasonable assistance to GPAL in resolving Service Disputes.

    5. Brand Features

      5.1 GPAL Brand Features: Subject to this Agreement and after Seller has implemented the Service, GPAL grants Seller a limited, non-exclusive and non-sublicensable license to display GPAL Brand Features to promote the availability of the Service on the Seller Websites. Seller may use buttons and acceptance logos in accordance with the Button and Acceptance Logo Guidelines without prior approval from GPAL. Other uses of GPAL Brand Features require prior approval from GPAL in accordance with the Google Brand Feature Guidelines. GPAL may revoke the permission granted in this paragraph to use GPAL Brand Features by providing notice to Seller and a reasonable period of time to cease usage. Seller agrees to adhere to the Google Brand Feature Guidelines.

      5.2 Seller Brand Features: Subject to this Agreement, Seller grants GPAL and its affiliates a limited, non-exclusive and non-sublicensable license to display Seller Brand Features in connection with (i) operating the Service and (ii) promotions, presentations, marketing materials, verbal communications, and lists of sellers (e.g. a seller directory posted on a Google Website) that identify Seller as a person that has implemented the Service.

      5.3 Brand Feature Rights: Each party retains all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Except as expressly provided in this Agreement, neither party acquires any right, title or interest in any Brand Features of the other party, and any rights not expressly granted are deemed withheld. All use by GPAL of Seller Brand Features (including any associated goodwill) will inure to the benefit of Seller, and all use by Seller of GPAL Brand Features (including any associated goodwill) will inure to the benefit of GPAL. While this Agreement remains in effect and upon request, each party agrees to furnish the other party with samples of the usage of the other party's Brand Features as contemplated by this Section 5 to enable the other party to monitor and ensure that the usage is consistent with the other party's quality control requirements. While this Agreement remains in effect, Seller agrees not to challenge or assist others to challenge the GPAL Brand Features (except to protect Seller's rights to its own Brand Features) and not to register any Brand Features or domain names that are confusingly similar to those of GPAL.

    6. Service Fees and Payment Terms

      6.1 Service Fees: Subject to Section 12 (Service Fees), the fees for the Service will be as set forth on the Fee Schedule (the "Service Fees"). The Seller acknowledges and agrees that GPAL is entitled to retain all interest and/or other compensation from its service provider banks or others arising from the processing of Payment Transactions that have not settled to Seller.

      6.2 Payment Terms: Subject to Section 12 (Service Fees), unless otherwise mutually agreed upon by the parties, GPAL will use commercially reasonable efforts to electronically transfer funds to the Settlement Account before the end of the second business day (excluding bank holidays) after the day that Payment Transactions are submitted for capture by Seller. Notwithstanding the foregoing, GPAL will not be obligated to settle funds to Seller (i) for any Payment Transaction for which GPAL has not received full settlement in final available funds if Seller does not capture funds during an authorisation hold period indicated in the Program Policies or (ii) if Seller's earned balance at the time of disbursement or transfer is less than one dollar.

      6.3 Payment Adjustments: Seller acknowledges that Buyers retain a chargeback right pursuant to card association and network rules, and GPAL will have the right (but not the obligation) to pass chargebacks to Seller if the particular transactions are not covered by the Payment Guarantee Policy. As to particular Payment Transactions, GPAL may withhold payments or reverse previous payments if (i) a Buyer makes a claim to GPAL for a refund or other reversal or (ii) GPAL believes that the Payment Transactions are invalid, involve misconduct or fraud (such as fraudulent use of a Payment Instrument), or otherwise violate applicable law, this Agreement or the Policies. Seller agrees to cooperate with GPAL and to provide any information that may be reasonably requested by GPAL in its investigation of any of the foregoing circumstances. GPAL may withhold payment amounts to Seller in the event GPAL requires additional information from Seller to complete a credit or other background inquiry pursuant to Section 3.2 (Implementation Setup). GPAL may setoff any payment obligation that GPAL may have to Seller under this Agreement against (a) Service Fees owed by Seller, (b) amounts overpaid to Seller due to a later reversal, refund, chargeback or other adjustment to prior Payment Transactions and (c) any other amounts owed by Seller to GPAL under this Agreement or any other agreement. In the event that Seller incurs a negative balance (i.e. due to negative adjustments exceeding the settlement proceeds for a particular period), GPAL may debit the Settlement Account for the amount of the negative balance. Furthermore, GPAL may choose to invoice Seller for any amounts owed by Seller under this Agreement which will be immediately due and payable.

      6.4 Reserve: The Seller agrees that GPAL can withhold a portion of the proceeds that are payable to Seller with respect to the processing of Payment Transactions (a "Reserve") to ensure that sufficient funds are available to GPAL in the event of chargebacks, reversals and other liabilities related to Seller's use of the Service in accordance with the terms of this Agreement. Circumstances where GPAL may impose a Reserve include, but are not limited to: (i) adverse changes in Seller's financial condition or its payment record with creditors; (ii) excessive rate of chargebacks, reversals or Buyer support issues; or (iii) significant or material changes in the nature of Seller's business or product lines. The Seller acknowledges that GPAL is not responsible for any losses sustained by Seller as a result of the imposition of a Reserve.

      6.5 Refunds and Adjustments: Seller will disclose its return/cancellation policy on the Seller Website. If Seller allows returns, cancellations or price adjustments in connection with a Payment Transaction, Seller will initiate a credit to the Buyer using the refund function of the Service within three (3) days of receiving the Buyer's request. Refunds cannot exceed the Purchase Amount. Seller agrees not to accept cash or any other consideration from a Buyer in exchange for issuing a refund to a Buyer. Seller agrees not to give cash refunds to a Buyer in connection with a Product paid for with the Service unless required by law. If Seller provides a refund through a means other than through the Service, Seller remains responsible if the Payment Transaction results in a chargeback through the Service. Seller acknowledges that even if Seller's return/cancellation policy prohibits returns or cancellations, Seller may still receive chargebacks relating to the transactions. GPAL may reject or delay a refund request from Seller through the Service if GPAL is unable to obtain sufficient funds from Seller to fund the refund.

      6.6 Taxes and Other Charges: Seller will pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions under this Agreement, including penalties and interest, but specifically excluding taxes based upon GPAL's net income. For purposes of clarification, GPAL is not responsible for, and is not the entity collecting sales or income or other taxes with respect to Payment Transactions. When GPAL has the legal obligation to collect any applicable taxes, the appropriate amount will be invoiced to and paid by Seller net thirty (30) days from the date of invoice or other notification. Seller will promptly provide GPAL with documentation as may be required by the applicable governmental entity in order for GPAL to process payments hereunder (including, without limitation, a valid certificate of Seller's exemption from obligation to pay taxes as authorised by the appropriate governmental entity) and GPAL may withhold any payments required to be made hereunder until Seller has provided the documentation. Seller will promptly provide GPAL with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time the payments are made by Seller pursuant to the Agreement.

      6.7 GPAL and/or Google Affiliates: For the avoidance of doubt, a reference to a Seller in this Section 6 (Service Fees and Payment Terms) does not include any GPAL or Google affiliates who uses the Service to process Payment Transactions.

    7. Confidentiality and Proprietary Rights

      7.1 Confidentiality: Seller will hold confidential and will not use or share any Buyer information obtained through the Service, except to process the transaction the Buyer requested and to maintain the Buyer's account with the Seller, or as otherwise expressly permitted by the Program Policies. Seller acknowledges and agrees that Buyer information received from GPAL in connection with the Service is subject to the Google Payments Privacy Notice, and Seller agrees that it will not use or share Buyer information obtained from GPAL in any manner that contravenes the Google Payments Privacy Notice. Seller will not disclose or cause to be disclosed any GPAL Confidential Information without GPAL's prior written consent, except to those employees, agents, representatives, or contractors of Seller who require access to GPAL Confidential Information to perform under this Agreement ("Authorised Personnel") and who are bound by a written agreement not to disclose third party confidential information. Seller agrees that Seller is responsible for any act and/or omission of any Authorised Personnel in breach of this paragraph. Seller agrees to use the same degree of care, but no less than a reasonable degree of care, as Seller uses with respect to its own information of a similar nature to protect the GPAL Confidential Information and to prevent communication of GPAL Confidential Information to any unauthorised third parties.

      This Agreement imposes no obligation upon Seller with respect to GPAL Confidential Information that: (i) was known to Seller before receipt from GPAL or Google; (ii) is or becomes publicly available through no fault of Seller; (iii) is rightfully received by Seller from a third party without a duty of confidentiality; or (iv) is independently developed by Seller without a breach of this Agreement. If GPAL Confidential Information is required to be produced by law, court order, or other governmental demand ("Process"), Seller must immediately notify GPAL of that obligation. Seller will not produce or disclose GPAL Confidential Information in response to the Process unless GPAL has (a) requested protection from the court or other legal or governmental authority requiring the Process and the request has been denied, or (b) consented in writing to the production or disclosure of the GPAL Confidential Information in response to the Process. Upon GPAL's written request, Seller will promptly return all GPAL Confidential Information, together with all copies, or certify in writing that all GPAL Confidential Information and copies have been destroyed.

      In this Section 7.1 (Confidentiality), "GPAL Confidential Information" includes without limitation: (i) all GPAL software, technology, programming, specifications, materials, guidelines and documentation relating to the Service; (ii) any information provided pursuant to this Agreement, including, without limitation, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs, and know-how; and (d) business information, including operations, planning, marketing and promotion plans, and products; and (iii) any other information designated in writing by GPAL or Google as "Confidential" or an equivalent designation.

      7.2 Username, Password, and Merchant Key: Seller will be responsible for maintaining the confidentiality of its Service username, password and merchant key (as described in the Integration Guidelines). Seller is responsible for all Service activity by persons that use the username, password and merchant key, including any consequences of the use or misuse of the username, password and merchant key. Seller agrees to notify GPAL immediately of any unauthorised use of its username, password or merchant key or any other breach of security regarding the Service of which Seller has knowledge. Seller agrees that all officers, employees, agents, representatives and others having access to the Service username, password and merchant key will be vested by Seller with the authority to use the Service and legally bind Seller.

      7.3 Proprietary Rights: GPAL and its licensors retain all rights, title and interests, including without limitation, to all Intellectual Property Rights relating to the Service (and any derivative works or enhancements thereof), including but without limitation, to all software, technology, information, content, materials, guidelines, and documentation. Seller does not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted in this Agreement are deemed withheld. Seller agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service.

    8. Warranties; Disclaimer of Warranties

      8.1 Representations and Warranties: Seller (other than a GPAL or Google Affiliate) represents and warrants that (i) if an individual, Seller is at least 18 years old, (ii) if a business entity, Seller is duly authorised to do business in Australia, (iii) Seller is capable of and has full power and authority to enter into the Agreement and this Agreement will constitute the valid and binding obligations of Seller, (iv) Seller is a resident of Australia, (v) Seller owns and controls the Seller Websites and otherwise has and will maintain all rights, authorisations and licenses that are required to permit Seller to use the Service on the Seller Websites; (vi) Seller's execution of this Agreement and use of the Service does not violate any other agreement to which Seller or its affiliates are subject; and (vii) Seller will comply with all applicable laws, regulations and ordinances in connection with Seller's use of the Service.

      8.2 DISCLAIMER OF WARRANTIES: Nothing in this Agreement, including Section 8 (Warranties; Disclaimer of Warranties) and Section 9 (Limitation of Liability and Indemnification) shall exclude or limit GPAL's warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in Seller's jurisdiction will apply to Seller and GPAL's liability will be limited to the maximum extent permitted by law. THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, DATA TRANSMISSION, FUNCTIONS, MATERIALS AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE) IS PROVIDED "AS IS" AND WITHOUT WARRANTY. TO THE EXTENT PERMITTED BY LAW, GPAL AND ITS AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. To the extent permitted by law, GPAL does not warrant that the operation of the Service will be uninterrupted or error free. GPAL will not be responsible for any service interruptions, including, but not limited to, power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Service.

    9. Limitation of Liability and Indemnification

      9.1 Limitation of Liability: TO THE EXTENT PERMITTED BY LAW, GPAL (INCLUDING ITS AFFILIATES AND AGENTS) WILL NOT BE LIABLE TO SELLER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF GPAL HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. TO THE EXTENT PERMITTED BY LAW TO LIMIT LIABILITY, IN NO EVENT WILL GPAL'S LIABILITY ARISING OUT OF THIS AGREEMENT AND THE SERVICE (WHEN AGGREGATED WITH GPAL'S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT AND THE SERVICE) EXCEED THE NET FEES THAT GPAL HAS RECEIVED AND RETAINED UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated in this paragraph and that these limitations are an essential basis of the bargain between the parties.

      9.2 Seller Indemnification: Seller will indemnify, defend and hold the GPAL Indemnified Parties harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) brought against any of the GPAL Indemnified Parties, arising out of or related to (i) the Seller Websites, (ii) Seller Brand Features; (iii) Seller's use of the Service; and/or (iv) any breach of or non-compliance with this Agreement or the Policies by Seller.

      In this Section 9.2 (Seller Indemnification), "GPAL Indemnified Parties" include (i) GPAL, Google, and their subsidiaries and affiliates and (ii) officers, directors, agents, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (including without limitation the Royal Bank of Scotland) of GPAL, Google, and their subsidiaries and affiliates. GPAL may join in defense with counsel of its choice at its own expense.

    10. Termination

    10.1 By Seller: Seller may terminate this Agreement or Seller's use of the Service at any time upon providing prior written notice to GPAL or as otherwise permitted by GPAL.

    10.2 By GPAL: GPAL may terminate, limit or suspend this Agreement or Seller's use of the Service at any time and without liability to Seller, including without limitation, for (i) inactivity, (ii) violation of this Agreement or the Policies, or (iii) if Seller's use of the Service, in GPAL's discretion, creates a risk of financial harm or loss of goodwill to GPAL or any of the payment card systems used for processing Payment Transactions.

    10.3 Effect of Termination: Section 1 (Defined Terms); Section 4 (Additional Service Terms); Section 5.3 (Brand Feature Rights); Section 6.3 (Payment Adjustments); Section 6.5 (Refunds and Adjustments); Section 6.6 (Taxes and Other Charges); Section 7.1 (Confidentiality); Section 7.3 (Proprietary Rights); Section 8 (Warranties; Disclaimer of Warranties); Section 9 (Limitation of Liability and Indemnification); Section 10.3 (Effect of Termination) and Section 11 (General) will survive any termination of this Agreement. Notwithstanding the payment terms described in Section 6.2 (Payment Terms), upon the termination of this Agreement or other cessation of Seller's use of the Service, GPAL may withhold funds to cover GPAL's expectation of potential chargeback exposure for up to one hundred eighty (180) days. Seller will remain liable for chargebacks and any other obligations incurred by Seller after the termination of this Agreement. Following the termination of this Agreement, GPAL may disable Seller's access to the Service.

    11. General

    11.1 Notice to GPAL: Except as otherwise specified in the Agreement, all notices given under this Agreement by Seller to GPAL may be made by email, via the Google Payments Service contact page or postings on the Google Website.

    11.2 Notice to Seller: GPAL may communicate with Seller regarding the Service and/or any matters in connection with or related to this Agreement by means of electronic communications, including (i) sending electronic mail to the email address Seller provided to GPAL during registration for the Service or as revised by Seller thereafter in accordance with this Agreement; or (ii) posting of notices or communications within the Service console or on a Google Website.

    Seller agrees that GPAL may communicate with Seller by means of electronic communications the following: this Agreement (and revisions or amendments), notices or disclosures regarding the Service, payment authorisations, and any other matter relating to Seller's use of the Service.

    Seller should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by Seller when GPAL sends the electronic communication to the email address Seller provided at the time of registration or as revised by Seller thereafter in accordance with this Agreement or when GPAL posts the electronic communication within the Service console or on a Google Website.

    For those communications or records that GPAL is otherwise required under applicable law to provide in a written paper form to Seller, Seller agrees that GPAL may provide such communications or records by means of electronic communications.

    The following additional terms will apply to electronic communications: (a) Seller may contact GPAL through Google Payments Service contact page to request another electronic copy of the electronic communication without a fee; (b) Seller may request a paper copy of an electronic communication and GPAL reserves the right to charge Seller a fee to provide a paper copy; (c) Seller may contact GPAL through the Google Payments Service contact page to update Seller's registration information (such as email address) used for electronic communications or to withdraw consent to receive electronic communications; and (d) if Seller declines or withdraws consent to receive electronic communications from GPAL, GPAL will no longer be able to offer and/or provide the Seller with the Service.

    11.3 Jurisdiction; Governing Law: These Terms of Service shall be governed by the laws of California, except for California's choice of law rules, and applicable federal United States laws. Each party agrees to submit to personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties specifically exclude from application to the Terms of Service the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

    11.4 Entire Agreement; Modification: This Agreement constitutes the entire agreement between the parties with respect to the subject matter. This Agreement supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter. GPAL has the right to change, modify, or amend any portion of this Agreement at any time by posting notification on a Google Website or otherwise communicating the notification to Seller in accordance Section 11.2 (Notice to Seller). The changes will become effective and shall be deemed accepted by Seller, after the initial posting and shall apply on a going-forward basis with respect to Payment Transactions initiated after the posting date. By continuing to use the Service after any amendments to this Agreement due to any of the above circumstances, Seller agrees to abide and be bound by any changes. In the event that Seller does not agree with any such modification, Seller's sole and exclusive remedy is to terminate the use of the Service.

    11.5 Assignment: Seller may not assign (including by way of merger, sale of stock, or sale of assets) this Agreement or any rights or obligations under this Agreement by operation of law or otherwise, without the prior written consent of GPAL. GPAL may assign this Agreement and the rights and obligations under this Agreement and Seller consent to this without GPAL having to notify Seller. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of each of the parties and their permitted successors and assigns.

    11.6 Force Majeure: Neither party will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including without limitation, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.

    11.7 Other Provisions: The failure of GPAL to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of the right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.

    Headings are for reference purposes only and will not be used for interpretation of this Agreement.

    Unless otherwise expressly stated, all amounts stated in this Agreement are denominated in Australian dollars. The Policies referenced in this Agreement are incorporated by reference and may be updated by GPAL from time to time. The parties are and will remain independent contractors and nothing in this Agreement will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party will be deemed to be an employee or legal representative of the other nor will either party have any right or authority to create any obligation on behalf of the other party. This Agreement is not intended, and will not be construed to, create any rights or remedies in any parties other than Seller and GPAL and no other person may assert any rights as a third party beneficiary; provided, that Google will be a third party beneficiary; provided, further that the GPAL Indemnified Parties will be a third party beneficiary of the Seller indemnity in Section 9 (Limitation of Liability and Indemnification); provided, further that the Royal Bank of Scotland will be a third party beneficiary of the agreement in Exhibit A and the Seller indemnity in Section 9 (Limitation of Liability and Indemnification).

    12. Special Terms for Google Play and Other Google Marketplaces and Google Payments for Digital Goods

      12.1 Google Play and other Google Marketplaces: This Section 12 only applies to Sellers that use the Service on Google Play or one or more other Google Marketplaces, except that Section 12.3 (Payment Terms; Monthly Payment Schedule) will also apply to Sellers that use the Service to process Google Payments for digital goods. To use the Service on a Google Marketplace, a Seller must separately agree to the terms of service applicable to such Google Marketplace (the "Google Marketplace TOS") and have the Seller's Service account linked to the Seller's account for that Google Marketplace. Notwithstanding the first sentence of Section 3.1 (Implementation of Service), Seller may use the Service to process transactions on a Google Marketplace. In the event of any conflict between this Agreement and the applicable Google Marketplace TOS, the terms of the applicable Google Marketplace TOS will control.

      12.2 Service Fees; Payment Guarantee Policy: GPAL will not charge Seller the Service Fees described in Section 6.1 (Service Fees) for transactions conducted through a Google Marketplace, and Seller will instead pay the fees specified in the applicable Google Marketplace TOS. Any fee discounts or fee waivers that are being offered by GPAL for the Service do not apply to the fees specified in the applicable Google Marketplace TOS. The Payment Guarantee Policy does not apply to transactions conducted through a Google Marketplace.

      12.3 Payment Terms; Monthly Payment Schedule: Notwithstanding the payment schedule described in Section 6.2 (Payment Terms), if the Seller's Service account is linked to any Google Marketplace pursuant to this Section 12, or if the Seller uses the Service to process Google Payments for digital goods, GPAL will use commercially reasonable efforts to electronically transfer funds for Payment Transactions submitted for capture by Seller within a calendar month to the Settlement Account before the close of business on the 15th day of the following calendar month. The monthly payment schedule described in the foregoing sentence will apply to all Payment Transactions, whether or not they are conducted through a Google Marketplace or for Google Payments for digital goods. GPAL may transfer funds to the Settlement Account more frequently than once per month and the Seller consents to this without GPAL having to notify the Seller.

      12.4 Seller agrees to pay all fees, including any applicable currency conversion fees, associated with the conversion of funds and the processing of payments to the Settlement Account. Banks that process a payment to the Settlement Account also may impose fees and charges related to processing of the payment, and the Seller is solely responsible for all such fees and charges.

      12.5 Buyer Currency: A Google Marketplace may permit Seller to list purchase prices for Products, and a Buyer to purchase Products, in a currency different from that of the Seller's Settlement Account ("Buyer Currency Purchase Transaction"). For any Buyer Currency Purchase Transaction, Seller will be paid by GPAL in the currency of Seller's Settlement Account, based on an exchange rate that will be applied to the purchase amount (denominated in Buyer currency) at the time the Payment Transaction is submitted to GPAL for processing by Seller. The exchange rate will be determined by a financial institution utilised by GPAL to calculate exchange rates, and may be adjusted based on market conditions and the Seller consent to this without GPAL having to notify the Seller of such adjustments. If a Buyer Currency Purchase Transaction is subsequently subject to refund, reversal, chargeback or other adjustment, GPAL will apply the same exchange rate and currency that applied to the original Buyer Currency Purchase Transaction in calculating the obligation of the Seller for the refund, reversal, chargeback or other adjustment. GPAL reserves the right to impose fees on this currency conversion.

      12.6 GPAL and/or Google Affiliates: For the avoidance of doubt, a reference to a Seller in this Section 12 does not include any GPAL or Google affiliates who uses the Service to process Payment Transactions.

    Exhibit A: Three Party Agreement between Seller, GPAL, and the Royal Bank of Scotland

    This Exhibit A applies to Seller if Seller uses the Service to engage in aggregate transaction amounts of five thousand dollars ($5,000) or more in gross merchandise volume ("GMV") for three (3) consecutive months. This Exhibit contains terms required by the groups of Card issuer banks or debit networks that facilitate the use of payment cards ("Associations"). These terms form a three-party agreement between Seller, GPAL and the Royal Bank of Scotland ("RBS"), the service provider with which GPAL has entered into a separate agreement to assist GPAL in processing Payment Transactions. Seller agrees to comply with all Association Rules, as may be applicable and in effect from time to time. Seller understands that GPAL or RBS may be required to modify this Exhibit A in order to comply with requirements imposed by the Association Rules from time to time.

    Definitions

    Association Rules means the bylaws, rules, and regulations, as they exist from time to time, of the Associations.

    Seller Acceptance of Cards

    Refunds and Adjustments

    Retrieval Requests

    Data Security and Privacy