These YouTube Merchant Terms (“Terms”) are entered into between You (“You,” or “Your”) and Google LLC located at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (“Google”) and are effective when You accept them. References to Google’s affiliates in these Terms means the other companies within the Alphabet Inc. corporate group.

If You are accepting these Terms on behalf of Your employer or another entity, You confirm to us that You have full legal authority to bind Your employer or such entity, and that employer or entity accepts these Terms.

1. Applicable Terms.

1.1. Google Policies.

In addition to these Terms, You, Your Product Feed, and Your use of Shopping Features will comply with the YouTube Community Guidelines, the Paid Product Placements and Endorsements Policy, Google Shopping Policies, and the Prohibited Content Policy (collectively the “Google Policies”), which may be updated from time to time (as set out under the section header Amendments). If You have a YouTube channel or manage products using Shopping Features for a YouTube channel(s) (each, a "Channel”), the agreement(s) between You (or such Channel owner, if applicable) and Google that governs the licensing and monetization of Your content on YouTube (the “Agreement”) continues to apply unchanged by these Terms.

1.2. Supplemental Terms.

Your use of certain Shopping Features may be subject to additional policies or supplemental terms that will be communicated to You when You enable that feature (collectively “Supplemental Terms”), including, for example, the Google Merchant Center Terms, when You use the Merchant Center, and the Buy on Google Merchant Terms if You enable Buy on Google. Any Supplemental Terms will constitute amendments to the Terms.

1.3. Specifications.

Specifications, restrictions and requirements (such as eligibility requirements and country restrictions), policies and guidelines, that apply to Your access to and use of the Shopping Features are made available in the Help Center (each “Specifications”), including for example the Merchant Center Onboarding Guide and Feed Guide that will apply when You use the Merchant Center to manage Your online Merchandise inventory or to make Merchandise available on the Shopping Features.

2. Use of Shopping Features.

2.1. Shopping Features.

Google may offer certain products or features on YouTube that enable shopping on or through YouTube (each a “Shopping Feature”).

2.2. Integrated Ecommerce Platform.

If You are linking any Channel(s) with Your accounts with an integrated ecommerce platform (“Integrated Ecommerce Platform”), some Shopping Features may be available to You through such platform’s products or services, see here for more information.

2.3. Eligibility.

Each Shopping Feature may have different eligibility requirements, as set out in the Specifications made available to You, together with the relevant Shopping Feature. You may not be eligible to use all of the Shopping Features. See for example, the eligibility for Merch that You must meet in order to use the Merchandise Shelf.

2.4. Activation.

If the Channel(s) are eligible for any Shopping Feature(s), You may enable such Shopping Feature(s) on that Channel(s) in accordance with the Specifications.

2.5. Merchandise.

When You have activated a Shopping Feature, You may make available Your merchandise or goods for sale on or through the Shopping Features (collectively “Merchandise”). By default the order that Merchandise is displayed is automated based on a variety of factors, such as price, popularity and availability, You may also be able to manually select specific items depending on the functionality of the Shopping Feature You enable, as described in the Specifications.

2.6. Prohibited Merchandise.

You may not make any Merchandise available that does not comply with the Specifications, Google Policies or any applicable Supplemental Terms (“Prohibited Merchandise”). Google may reject, block or remove any Prohibited Merchandise. Google will notify You with the reason for any such action unless Google reasonably believes that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Google or its affiliates; (b) would compromise an investigation or the integrity or operation of the YouTube service; or (c) would cause harm to any user, other third party, Google or its affiliates.

2.7. Product Feed.

You will set up and maintain a product feed in accordance with the Specifications that will include all data relating to Your Merchandise provided by You or retrieved by Google in connection with the Shopping Features (collectively the “Product Feed”). The Product Feed will be updated on a commercially reasonable cadence to best reflect accurate product information and availability.

2.8. Fulfillment and Customer Support.

Unless otherwise agreed in any Supplemental Terms, You have sole responsibility for all order fulfillment and customer support, including: (a) all customer service matters relating to the purchase (e.g., delivery, returns, refunds, fraud or disputes relating to the Merchandise); and (b) paying taxes, fees, and any applicable charges arising from or relating to sale of Merchandise.

2.9. No Personal Data.

You will not copy, store, or retain any personal data obtained as a result of Your use of Shopping Features. You have sole responsibility relating to any personal data processed or controlled by You. You will not send any personal data to Google and will only share anonymised data in Your performance of any obligations under these Terms.

2.10. Fees.

Google may elect to apply fees for the use of Shopping Features after December 31, 2022. Google will provide notice to You in writing at least 90 days’ before the introduction of such fees. You will be required to accept the Supplemental Terms outlining such fees to continue using the applicable Shopping Features.

3. License.

3.1. Product Feed.

You grant to Google and its affiliates a royalty-free, irrevocable, non-exclusive, worldwide license for the maximum duration of the relevant rights to use the Product Feed for the limited purpose of operating (for example, providing the Shopping Features to You or users), promoting (for example, promoting Your Merchandise to end users on YouTube), and improving the Shopping Features. For clarity, Google will not distribute any external advertising using Your Product Feed nor make public statements specific to Your Merchandise or Your Product Feed without Your prior written approval.

3.2. Report.

You grant to Google a royalty-free, irrevocable, nonexclusive, worldwide, license for the maximum duration of the relevant rights to use, share, and combine the reporting (as further described in Section 4 (Reporting)) in connection with Google products or services.

3.3. Brand Features.

You grant to Google a non-exclusive, worldwide, irrevocable, royalty-free license for the maximum duration of the relevant rights to display any logos, trademarks, trade names or other brand features (“Brand Features”) on or included with Your Product Feed in connection with Google’s fulfillment of its obligations under these Terms.

3.4. Retention of Rights.

Except for the rights and licenses granted under these Terms, including through any Supplemental Terms, You retain all of Your ownership rights in Product Feed and Your Brand Features, and Google retains all rights in the Shopping Features, Google’s Brand Features, Google products and services and any content created, submitted, or used in connection with the Google products and services, including (a) user-generated content; and (b) Google-created content (for example, the Google quality control team’s corrections to Product Feed).

4. Reporting.

4.1. Data Sharing Through Reporting Tool.

You will set-up, implement and use Google Tag based Reporting (or such alternative reporting tool approved by Google in writing for use by You in connection with the Shopping Features) in accordance with these Specifications (the “Reporting Tool”) unless the only Shopping Features You use is through linking an Integrated Ecommerce Platform. Google may provide You with at least 90 days’ written notice if the Reporting Tool will be changed. You will have access to the data generated through the relevant Shopping Features (if any) in accordance with the terms and functionality of the Reporting Tool.

4.2. Data Sharing Through an Integrated Ecommerce Platform.

If You link any Channel to an Integrated Ecommerce Platform (see here for more information) this Section 4.2 applies to You. You acknowledge that data relating to Your Product Feed and Your Merchandise sales and visits may be shared between Google and any Integrated Ecommerce Platform that You link to for product improvements and to provide relevant analytics. For example, Google may share data from an Integrated Ecommerce Platform on total monthly Merchandise sales in Your YouTube Studio. Google may also use this data to assess whether new features will help drive more sales for any Channel (where applicable). An Integrated Ecommerce Platform may receive data relating to traffic coming from Shopping Features for their analytics. Google’s use of such data is governed by the Google privacy policy, available at policies.google.com/privacy. An Integrated Ecommerce Platform’s use of such data is governed by their privacy policy. Make sure that You read and understand these policies. The data Google collects and Your access to such data is specified here. 

4.3. Additional Reporting.

If You and Google mutually agree (email suffices) upon additional reporting beyond that specified in Sections 4.1 and 4.2 (e.g., for a particular Shopping Feature or event), You will send such additional reporting to Google as a bespoke report which will display the sales performance of Your Merchandise on, or as part of, the relevant Shopping Feature(s) or event(s) as requested by Google, and number of transactions that resulted from each applicable YouTube Shopping Feature. You will take and implement all such technical and organizational security measures to delete or properly anonymize any personal data before any data reporting.

5. Warranties.

5.1. Mutual warranties.

Google and You each warrant that: (a) it has full power and authority to enter into these Terms and grant the licenses in these Terms; (b) it will perform its obligations under these Terms with reasonable care and skill; (c) entering into or performing under these Terms will not violate any agreement it has with a third party.

5.2. Your warranties.

You warrant that: (a) You and Your Merchandise, Brand Features, and the Product Feeds that You offer to end users under these Terms will comply with all applicable laws, rules, codes of practice, industry guidelines, and regulations (including for example consumer protection obligations that apply to product information and user support, the collection and use of personal data, intellectual property rights, and any other rights of a third party); (b) You will not disparage Google or its creators or channels in connection with the Shopping Features; (c) the Merchandise and Product Feeds are: (i) of suitable quality in design, material and workmanship; (ii) merchantable for their intended purpose; (iii) in all respects safe to consumers; and (d) You have secured all necessary rights and consents to share data with Google and allow Google to use the Report data, including, to the extent applicable to the Shopping Features You elect to enable, from creators.

6. Disclaimer.

Nothing in these Terms excludes any rights that cannot be excluded or altered by a contract. Other than as expressly stated in these Terms or as required by law, Google does not make any specific promises about the Shopping Features including: the accuracy, reliability, availability, or ability to meet Your needs; or that any Merchandise You submit will be accessible through the Shopping Features. Subject to applicable law, all implied conditions or warranties are excluded.

7. Indemnity.

You will indemnify Google and its directors, officers, employees, and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to an allegation of: (a) breach of Your warranties under Section 5 (Your Warranties), excluding Your warranty in respect of disparaging Google or its creators or channels; (b) Your unlawful use of the Shopping Features; or (c) Your violation of these Terms, the YouTube Policies or any Supplemental Terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs, settlement amounts approved by Google, and legal fees.

8. Limitation of Liability.

8.1.

Nothing in these Terms is intended to exclude or limit any party’s liability for: death or personal injury; fraud; fraudulent misrepresentation; any liability that cannot be excluded or limited by law; or its obligations under Section 7 (Indemnity).

8.2.

To the extent permitted by applicable law, neither party is responsible for (a) losses that were not caused by the other party’s breach of these Terms; (b) any loss or damage that was not, at the time that the Terms were accepted by You, a reasonably foreseeable consequence of the party breaching these Terms; (c) for lost profits, revenues, or data; loss of opportunity or anticipated savings; indirect or consequential losses; or punitive damages (in all cases whether such losses were foreseeable or not).

8.3.

Except as described in Section 8.1 above, each party’s total liability for any claims arising from or relating to these Terms is limited to the greater of: (a) the amount of revenue that Google has paid to You from Your use of the Shopping Features in the 12 months before the date on which the event giving rise to the claim occurred; and (b) USD $10,000, whichever is higher.

9. Term and Termination.

9.1. Term.

These Terms will apply once they are accepted by You, and will continue until terminated.

9.2. Terminations by You.

You may stop using the Shopping Features at any time. You may also terminate these Terms for any reason and at any time by sending written notice to legal-notices@google.com and, in the event You have linked an Integrated Ecommerce Platform, You must also unlink all such platforms from Your Google accounts before the termination is effective.

9.3. Suspensions or Restrictions by Google.

Google may suspend or restrict Your use of any Shopping Features (a) in accordance with the Google Policies as outlined in Section 1.1; (b) if You no longer meet the eligibility requirements to use some or all Shopping Features as set out in the Specifications; (c) or to the extent such Shopping Feature is no longer being made available for use in the country or region where You live.

9.4. Terminations by Google.

Google may terminate these Terms immediately, or with 30 days’ prior notice if required by applicable law, for: (a) repeated violations of these Terms or any Google Policies; (b) a single case of severe abuse (for example because of illicit or inappropriate content, in instances of fraud or spam, or to protect the security of our Service); (c) if we are required to do so to comply with a legal requirement or a court order; (d) if Google reasonably believes there has been conduct that creates liability or harm to any user, other third party, Google or our affiliates. Google may also terminate these Terms for convenience by providing You 30 days’ written notice.

9.5. Notice for Termination or Suspension.

Google will notify You with the reason for termination or suspension unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Shopping Features; or (d) would cause harm to any user, other third party, Google’s affiliates. Google will provide 30 days’ notice prior to terminations, when required by law.

9.6. Effect of Termination.

In the event of any termination of these Terms, Your Agreement will survive and continue to apply to Your use of the YouTube service. You will maintain access to any data obtained via the Reporting Tool (if any) in accordance with the functionality of that service.

10. Appeals.

10.1.

If Google takes an action to restrict, suspend, or terminate Your use of a Shopping Feature or these Terms and You would like to appeal such action, please follow these instructions to request support.

10.2.

If Google takes an action on Merchant Center that affects Your Product Feed or Merchandise, such as an action to reject, block, or remove Prohibited Merchandise as described in Section 2.6, and You would like to appeal such action, please follow these instructions to request support with regard to Merchant Center Policies. 

11. General.

11.1. Amendments.

Changes to these Terms may be needed to reflect changes to the Shopping Features or for legal, regulatory, or security reasons. Google will provide at least 15 days’ advance notice in writing of modifications to these Terms. You will have the opportunity to review the changes before they apply. Supplemental Terms addressing newly available features of the Shopping Feature(s), modifications made for legal reasons, or modifications made to protect YouTube products and services, our users, or partners from harm, may be effective immediately. Modifications will only apply going forward. If You do not agree to the modified terms, You can terminate these Terms (as set out above in Section 9.2 Terminations by You).

11.2. Notices.

All legal notices must be in writing (which may be by email). Legal notices to Google must be sent to legal-notices@google.com.

11.3. Sublicense.

Google may sublicense any of its rights under these Terms to any of its affiliates, provided that Google will be liable for any breach of these Terms by its affiliates.

11.4. Subcontracting.

Either party may subcontract any of its obligations under these Terms, provided that each party will be liable for any breach of these Terms by its subcontractors.

11.5. No agency.

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

11.6. Entire Agreement.

These Terms state all terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter.

11.7. Conflicts.

If there is a conflict between any term of these Terms and a term of the Agreement, these Terms will govern. If there is a conflict with any term of these Terms and a term of any Supplemental Terms or Specifications, the terms of such Supplemental Terms or Specifications will govern.

11.8. Severability.

If any part of these Terms are invalid, illegal, or unenforceable, the rest of the Terms will remain in effect.

11.9. Survival.

Sections that by their nature should survive will survive the expiration or termination of these Terms.

11.10. Governing Law.

The governing law and dispute resolution provisions of the Agreement apply to these Terms.