Additional Product-Specific Terms for Google Payments Technology Within HID Origo™ Platform and Related Services

These terms are in addition to the Terms of Service. Google and HID cooperate to enable users to provision, manage, and use Credentials, as defined herein, on eligible devices via Google Payments Technology (the “Program”). These additional terms apply if You use the Service with Google Payments Technology. All capitalized terms not defined herein will have the meaning ascribed in the Terms of Service. In the event of a conflict between this additional and the Terms of Service, these additional terms govern. 

1. Additional Definitions

Credential” means any digital or virtual card provisioned via the Service for the purposes of initiating a Transaction using Google Payments Technology.

End Customer Data” means all information related specifically to an account, Credential and/or user that is obtained, generated or created by or on behalf of such End Customer in connection with account establishment, processing and maintenance activities, customer service, and Transaction data (transaction date, merchant name, amount, industry category, and industry code), which may include personal information. For avoidance of doubt, End Customer Data does not include any information or data End Customer receives from Google.

End Customer Marks” means the trademarks, service marks, trade dress, logos, taglines, slogans, product names, and any other similar intellectual property of the End Customer.

Google Payments Technology” means Google’s Technology that enables users to make payments and access other related services, including accessing a physical space, or authenticating virtually, using eligible devices.

Google Data” means any data supplied by Google for the purpose of facilitating an End Customer’s provisioning path, decision process, or Credential lifecycle management, which may include Personal Information.

Google Marks” means the Google trademarks, service marks, trade dress, logos, taglines, slogans, product names, and any other similar intellectual property, which Google may update from time to time.

Governmental Authority” means any domestic or foreign, federal, state, provincial, municipal or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality.

Reversals” means all Transaction reversals, including refunds, unauthorized Transactions and chargebacks.

Specification” means the written implementation and operation guidelines defined and provided to End Customer, as may be updated from time to time.

Transaction” means (a) the use of a Credential through an enabled device for use in the Program to gain access to a physical space or authenticate to utilize a service controlled or provided by End Customer, or (b) a financial transaction that is made using a Credential through an Enabled device for use in the Program funded by a stored value or post-paid balance on a backend account in a closed-loop payment system.

2.  End Customer must provide a digital representation that reflects the physical card art of the End Customer card as set forth in the Specification and update in accordance with Specification changes. End Customer must provide support to users for provisioned passes on enabled devices. End Customer will support in-app provisioning to provide a secure, seamless provisioning user experience from the End Customer’s mobile app, if applicable. Relevant tools or APIs will be provided to support these activities.

3.  End Customer hereby acknowledges and agrees that Google will use End Customer Marks for the sole purpose of supporting the end-user custom artwork for the pass in Google Payments Technology. If End Customer disagrees with how Google uses the End Customer Marks, End Customer’s sole recourse is to promptly notify Google and allow Google a reasonable period of time to remedy such use. Any other use of the End Customer Marks requires End Customer’s prior written approval.  

4.  End Customer is hereby granted a limited, non-exclusive and non-sublicensable sublicense to use Google Marks on a worldwide, royalty-free basis, solely for the purpose of announcing and promoting End Customer’s participation in the Program. All such use will be in accordance with the guidelines and approval requirements set out at (or such other URL as Google may provide) plus any additional marketing and use guidelines provided by Google in writing. Any other use of Google Marks requires Google’s prior written approval. Google may revoke the permission to use Google Marks. For the avoidance of doubt, the Google Marks licensed hereunder are limited to those associated with the Program. If Google issues new or revised branding guidelines, End Customer shall have sixty (60) days to take all measures necessary to comply with same with respect to new uses. Such changes shall not apply to uses employed prior to such transition period. The sublicense granted pursuant to this Section shall terminate in the event of any of the following: (i) End Customer ceases use of Google Payments Technology; (ii) termination of the Terms of Service and/or these Additional Terms; or (iii) termination of the underlying agreement between HID and Google, and End Customer will have sixty (60) days to cease existing uses. End Customer agrees to defend, indemnify and hold harmless HID from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or arising from use of Google Marks.

5.  End Customer will make available to Google relevant End Customer Data (generally via HID). Google may only use End Customer Data solely as follows: (i) to operate the Program (and other Google apps as may be mutually agreed by the parties in writing), including presenting relevant information to users in Google Payments Technology and such apps, (ii) to detect and address fraud and perform risk mitigation functions, (iii) to comply with applicable law and regulations and respond to regulatory and government inquiries, and (iv) to create anonymized business performance reporting, provided such data cannot be re-identified by Google. To the extent Google accesses or receives End Customer Data, it will not allow or permit a third party on its behalf to sell or resell End Customer Data (or any data compiled or in any way derived from End Customer Data) in any capacity or form; or extrapolate data elements from End Customer Data and/or charge for incremental inclusion of any such data elements. Google will delete or render irretrievable all End Customer Data within sixty (60) days after such End Customer ceases participation in the Program and may notify impacted users of such deletion.

6. Google may: (i) suspend or delete a Credential on an enabled device at the user’s request (e.g., upon loss of the enabled device); (ii) suspend or delete a Credential or reactivate a suspended Credential if requested by the End Customer; (iii) suspend or delete a Credential on an enabled device without the request of the user (a) in the event the user reports loss of the enabled device to Google, subject to verification of such user’s identification to Google’s reasonable satisfaction, (b) to restore or maintain the security, integrity, accuracy, or performance of Google Payments Technology or any accounts associated thereto, (c) as required by applicable law, or (d) in accordance with Google’s Payments Terms of Service; (iv) suspend provisioning for additional credentials, processing for Credentials of End Customer, or any other services an End Customer may perform in connection with Google Payments Technology, in the event that an underlying issue impacting the security, integrity, accuracy, or performance of Google Payments Technology (or any accounts associated thereto) has occurred; provided, however, that any such suspension will be limited in scope and duration to the extent necessary to address the underlying issue giving rise to the request for suspension or termination and Google shall use reasonable efforts to resolve any of the foregoing issues; (v) facilitate the provisioning of a new, unique Credential for a user who elects to either (a) switch from one eligible device to another (e.g. device upgrade), or (b) use an additional eligible device (e.g. mobile phone and watch for the same user).  For clarity, a unique credential is required for each eligible device, as credential duplication is not supported.

7.  To the extent End Customer accesses Google APIs, End Customer shall comply with Google’s then-current developer API ToS available here:

8.  In the event that End Customer is notified by a Governmental Authority, or otherwise reasonably believes, upon advice of counsel, that it is not complying with applicable law (including data privacy laws) due to the processes used by Google, HID, or End Customer, for provisioning of Credentials and use of Credentials using Google Payments Technology, the parties and Google, as applicable, will, unless prohibited by law, promptly meet and work in good faith to determine together whether any such failure to comply with applicable law has occurred or is occurring and use commercially reasonable measures to modify such processes (including, but not limited to, the Program) to ensure compliance with applicable law. Where a Governmental Authority is involved or upon the reasonable request of the non-compliant party, communications related to such good faith efforts and measures will be subject to the parties agreeing on disclosure to each other pursuant to a common interest agreement between the parties on reasonable terms and conditions. In the event of any audit or investigation by a Governmental Authority, the parties will, unless prohibited by law, provide each other’s legal counsel with assistance reasonably required to address any issues of non-compliance that may be raised by such audit or investigation, to the extent reasonably practicable.

9.  Neither HID nor Google will have any responsibility for or be liable to End Customer for any Reversals. HID DISCLAIMS ALL LIABILITY AND MAKES NO WARRANTIES WITH RESPECT TO GOOGLE PAYMENTS TECHNOLOGY.