Thank you for using Order with Google, a platform that lets you integrate your food ordering services with Google's products and services ("Order with Google").
(A) By accessing or using Order with Google, you are agreeing to the Google APIs Terms of Service at https://developers.google.com/terms (or such other URL as Google may provide) and these Order with Google Terms (the "Order with Google Terms").
(B) Collectively, we refer to the Google APIs Terms of Service, these Order with Google Terms, any other applicable terms listed in Section 1.1 (Incorporation by Reference), any accompanying API documentation, and any applicable policies and guidelines as the "Terms". You agree to comply with the Terms and that the Terms control your relationship with us.
(C) We may refer to "Google" as "we", "our", or "us" in the Terms. Google may use its affiliates in connection with the performance of its obligations and exercise of its rights under these Terms.
(D) The Terms apply to you, your agents, the service provider(s) you work with, and both your and their employees, representatives, agents, and suppliers (collectively "you" or “Partner”).
1 Applicable Terms.
1.1 Incorporation by Reference. To the extent applicable, the following terms are incorporated by reference into these Terms:
(a) Google APIs Terms of Service. If you integrate your products, services, or materials with Order with Google using an API, the Google APIs Terms of Service at https://developers.google.com/terms (or such other URL as Google may provide) will apply. These Order with Google Terms do not limit or amend the Google API Terms of Service unless expressly stated.
(b) Order with Google Policies. All of your products, services, or materials must comply with the policies for Order with Google at https://developers.google.com/maps-booking/verticals/food-ordering/policies (or such other URL as Google may provide) (the "Order with Google Policies").
(c) Terms for Other Product(s). If at any time your services use other Google products or services ("Other Google Product(s)"), then the terms for those Other Google Product(s) will also apply. The use of third-party products or services is subject to their applicable terms.
1.2 Order of Precedence. To the extent there are any conflicts, the following order of precedence will apply:
(a) Other Google Product(s)' terms of service;
(b) other agreements between the parties covering the same subject;
(c) these Order with Google Terms;
(d) Order with Google Policies;
(e) Partner Developer Documentation; and
(f) Google APIs Terms of Service.
1.3 All other Terms are Void. Google objects to any additional or different terms in your terms of service or other documents, including any of your API terms of service. Those other terms of service and documents will be considered material alterations to these Terms and are void.
2 Definitions
2.1 "including" means "including but not limited to".
2.2 “Partner Developer Documentation” means the Partner developer documentation available at https://developers.google.com/maps-booking/verticals/food-ordering/overview (or such other URL as Google may provide).
2.3 “Partner Portal” means a website where Partner may obtain administrative and operation information about its integration with Order with Google (such as analytics, debugging info, logs, etc.) available at https://partnerdash.google.com/apps/reservewithgoogle/ (or such other URL as Google may provide).
2.4 "Your Content" means all content made available by you to Google through Order with Google (including content you make available through the Partner Portal , APIs, SDKs, and tools that enable Order with Google).
2.5 "Your Services" means your products, goods, operations, activities, services, and technology, including Your Content.
2.6 Any examples in these Terms are illustrative and not the sole examples of a particular concept.
3 The "Order with Google" Platform.
3.1 Modification. Google may modify or deprecate various features of Order with Google at any time.
3.2 Beta Features. Some features of Order with Google are identified as "Beta" or otherwise unsupported or confidential (collectively, "Beta Features"). You may not disclose the terms or existence of any non-public Beta Features.
3.3 Minimum Requirements
(a) Compliance. In order to use Order with Google, you and your service providers and agents must comply with any applicable requirements described in the Order with Google Policies or any other policies provided to you by Google (the "Policies").
(i) Accurate Information. You must provide honest, complete, and accurate information in connection with Order with Google, including to third parties.
(ii) Compliance with Policies. You must comply with all applicable Policies. Google may reject or remove certain of Your Services or Settings at any time if you don't comply with the Policies.
(iii) Compliance Certification. You may be required to certify compliance with the requirements from time to time, as described in the Policies.
(iv) Access Denial. Access to Order with Google may be denied if you fail to satisfy the requirements at any time.
(b) Cooperation. You will cooperate if Google or its partners seek to gather information about you or the Services to verify identity, confirm compliance with requirements, for quality assurance purposes, or as required to operate Order with Google.
3.4 Prohibited Actions. In connection with Order with Google, you will not, and will not authorize any third party to:
(a) generate automated, fraudulent or otherwise invalid activity (including queries, clicks or conversions);
(b) conceal ad- or transaction-related activity that must be disclosed; or
(c) attempt to interfere with Order with Google's proper functioning.
3.5 Research and Testing. To improve Order with Google, you authorize Google to periodically conduct research and tests that may affect your use of Order with Google, including voice recognition, sounds, disclosures, labeling, formatting, size, targeting, placement, quality, ranking, performance, pricing, and other adjustments. To ensure the timeliness and/or validity of test results, you authorize Google to conduct such research and tests without notice or compensation to you.
3.6 Consent to Receive Communications about Your Integration with Order with Google.
(a) You agree that Google may contact you (including by text message) at the e-mail address or telephone number you provide when you register your Partner Portal to provide you with information about Order with Google integration or any applicable terms or policies.
(b) You represent and warrant that you are the owner or subscriber of record for the email address or telephone number (or have been duly authorized to use and grant others permission to contact that telephone number or email address).
(c) Google will not rely on the permission granted by this section to initiate text messages for advertising purposes.
(d) Nothing in this Section 3.6 (Consent to Receive Calls and Text Messages) will affect any consent to receive advertising-related calls or text messages that you may grant to Google outside of this section.
(e) Standard message and data rates may apply to your receipt of Google text messages.
3.7 De-registering Action. If you de-register you remove your integration to Order with Google within the Partner Portal, Your Services or Your Content will no longer be available to end users.
3.8 Advertising and Other Promotional Opportunities. If you opt-in to certain advertising or other promotional opportunities you will be subject to any additional applicable terms.
3.9 Test Accounts. Google may create test accounts or use existing accounts to evaluate your Services.
4 Transaction Terms.
4.1 Applicable Terms and Policies. If you use Order with Google's Transactions APIs, then the Google Pay API Terms of Service ("Google Pay API Terms") will apply to your use of those APIs, and are incorporated by reference into these Terms, subject to Section 4.2 (Google Pay API Terms Modifications). You must also comply with the transaction requirements in the Order with Google Policies in addition to the policies or guidelines referenced in the Google Pay API Terms.
4.2 Google Pay API Terms Modifications. The Google Pay API Terms are modified as follows:
(a) references to "Google Pay API" also include the "Order with Google Transaction API" and
(b) Sections 8 (Co-Marketing Agreements) and Section 9 (Governing Law and Arbitration) are deleted.
4.3 Other Marketplaces. You may use the Order with Google Transactions API(s) to process transactions on Google Play or other Google transaction platforms (each a "Google Marketplace"), in which case you must separately agree to the terms of service applicable to such Google Marketplace and satisfy any applicable requirements.
5 Your Services.
5.1 Authorization to Use Your Services. To participate in Order with Google, you authorize Google and its affiliates to:
(a) access Your Services and include them in the Order with Google platform;
(b) distribute Your Services as part of Order with Google through any Google products and services (including Google products and services made available on third-party devices and interfaces);
(c) format or modify Your Content to make it function properly on Order with Google;
(d) use Your Content to assist customers and improve Google's products and services, including the Order with Google ecosystem; and
(e) use and disclose information relating to Your Services, including to: (i) meet any applicable legal obligation, including enforceable government requests; (ii) enforce the Terms and investigate potential violations; (iii) detect, prevent, review or otherwise address abuse, fraud, security or technical issues; or (iv) protect against harm to the rights, property, or safety of Google, our users, or the public as required or permitted by law.
5.2 Your Responsibilities. You are solely responsible for:
(a) Your Services, including customer service and claims, and communications and reporting among the individuals and entities involved in providing Your Services;
(b) settings and other decisions you make through the Partner Portal, including those where you were assisted by any Google-provided features ("Settings"); and
(c) your use of Order with Google (including your safeguarding of accounts, usernames, and passwords).
6 Representations and Warranties. You represent and warrant that:
(a) Rights in Your Content and Your Services. You have and will retain all necessary rights to grant the licenses in this Agreement and to provide Your Services through Order with Google;
(b) Accurate Information. All information, authorizations, and Settings you provide are complete, correct, and current;
(c) No Deceptive Practices. You will not engage in deceptive, misleading, and/or unethical practices in connection with Your Services or their promotion and will make no false or misleading representations with regard to Google or its products or services;
(d) Compliance with Laws. You will comply with all applicable laws, rules, and regulations in connection with Order with Google; and
(e) Authorization to Act. You are authorized to act on behalf of, have bound to these Terms, and will be liable under these Terms for each individual or entity involved in Your Services.
7 Disclaimers. The following disclaimers apply in addition to those in Section 9(a) (WARRANTIES) of the Google APIs Terms of Service at https://developers.google.com/terms (or such other URL as Google may provide):
TO THE FULLEST EXTENT PERMITTED BY LAW, Order with Google IS PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," AND YOU USE IT (INCLUDING ITS PARTNER PORTAL) AT YOUR (AND ANY SERVICE PROVIDER'S) OWN RISK. NONE OF GOOGLE, ITS AFFILIATES, OR ITS PARTNERS MAKE ANY WARRANTY OR GUARANTEE IN CONNECTION WITH Order with Google OR RESULTS FROM Order with Google. GOOGLE MAKES NO PROMISE TO INFORM YOU OF DEFECTS OR ERRORS.
8 Defense and Indemnity. The following defense and indemnity obligations apply in addition to those in Section 9(c) (Indemnification) of the Google APIs Terms of Service at https://developers.google.com/terms (or such other URL as Google may provide):
You will defend and indemnify Google, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising out of or related to Your Services or any breach of these Terms by you (including claims made by customers, third parties, or your personnel arising out of or related to Your Services).
Limitations of Liability. The following limitations of liability apply in addition to those in Section 9(b) (LIMITATIONS OF LIABILITY) of the Google APIs Terms of Service at https://developers.google.com/terms (or such other URL as Google may provide):
YOU WILL NOT ATTEMPT TO HOLD GOOGLE, ITS AFFILIATES, OR ITS PARTNERS RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS BY ANY THIRD PARTY IN CONNECTION WITH ACTIONS ON GOOGLE, INCLUDING WITH RESPECT TO ANY THIRD PARTY'S ACTIVITIES ON YOUR CONTENT, REGARDLESS OF THE THIRD PARTY'S INTENT.
10 Brand Features.
10.1 Google's Brand features. You may use Google's Brand Features in accordance with Section 6 of the Google APIs Terms of Service.
10.2 Your Brand Features.
(a) Subject to these Terms, you grant to Google and its affiliates a limited, non-exclusive, worldwide, royalty-free license to display your Brand Features to market Order with Google. Google and its affiliates may include your Brand Features: (i) on any Google-owned online or mobile properties; (ii) on Google or non-Google properties promoting Order with Google, including product listings or promotions and offline marketing; (iii) in presentations; and (iv) in lists of Actions that appear either online or on mobile devices (including lists posted on Google websites). If your Action is de-registered from Order with Google, Google will stop using your Brand Features for such marketing purposes after the de-registration date, but will not be required to recall previously-published marketing material that included those Brand Features in fixed media or other media that would not be reasonably practical to recall (e.g., social media posts).
(b) You own all right, title and interest (including all intellectual property rights) in your Brand Features. Except to the limited extent expressly provided in this Section 10.2, you do not grant Google any right, title or interest (including any implied license) in any of your Brand Features. Google's use of your Brand Features (including any associated goodwill) will insure to your benefit.
11 Mediation.
If you are a business user based in the EU or the UK, you may also apply to resolve a dispute under these Terms with mediation. Please find more details about the mediators we’re willing to engage with and instructions about how to request mediation here. Except as required by applicable law, mediation is voluntary and neither you nor Google are obliged to settle disputes through mediation.
Last modified 02/08/2022