Trinsic Google Wallet Relying Party Terms of Service

These Trinsic Google Wallet Relying Party Terms of Service (“Relying Party Terms “) form a legally binding contract between Trinsic, Inc. (“Trinsic” or “Company” or “Aggregator”) and the party using the Verify with Google Wallet Program (the “Specified Service”) through or in connection with Trinsic, as an aggregator, to verify user age, identity, or credentials (collectively, “you”, “your”, or the “Relying Party,” as further defined below).  By accessing, using, processing, and/or storing End User Data (defined below) in connection with the Specified Service, you are agreeing to these Relying Party Terms. These Relying Party Terms are effective as of the date you electronically accept these Terms (the “Effective Date”).  

You acknowledge that Trinsic is a duly authorized aggregator of the Specified Service and that Trinsic has been granted rights by Google to facilitate the licensing and authorization of the Specified Service subject to, without limitation, the terms provided herein. You agree to comply with these Relying Party Terms and that the Relying Party Terms control your relationship with Trinsic as it relates to the Specified Service, in addition to any other applicable terms or agreements in place between you and Trinsic, including but not limited to the Google Wallet Activation Form (“Activation Form”) (collectively with these Relying Party Terms, the “Terms”). 

Section 1: Definitions

1.1. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party.

1.2. “Product” means your goods and/or services that legitimately require you to verify the age, identity, or credentials of your end users in order for your end users to access or use those goods and/or services.

1.3 “Relying Party” means the person or entity that accesses, uses, processes, and/or stores End User Data in order to verify user age, identity, or credentials. 

1.4 “End User Data” means any personal data relating to an individual that is collected, processed, transmitted, stored, or returned through the Specified Service that could directly or indirectly identify that individual.

1.5 “Participation Requirements” means the administrative, technical, security, and other requirements specified by Trinsic that you must meet in order to access, use, process, and/or store End User Data including but not limited to the current set of requirements set forth in Section 3 of these Relying Party Terms, as they may be modified from time to time by Trinsic.

Section 2: Term Acceptance

2.1. Accepting the Terms.  If you are agreeing to these terms on behalf of another individual or entity, you represent and warrant that you have authority to bind the Relying Party to the Terms and by accepting the Terms, you are doing so as authorized by and on behalf of the Relying Party (and, for the avoidance any doubt, all references to “you” or “your” in the Terms include that Relying Party). You may not access, use, process, and/or store End User Data and may not accept the Terms if (a) you are not of legal age to form a binding contract with Trinsic, or (b) you are a person barred from using or receiving End User Data under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the End User Data.   

Section 3: Program Requirements

3.1 Entitlements. You acknowledge and agree that you will not access or use, or attempt to access or use, End User Data unless you have been provided with entitlement to do so. To obtain such entitlement, you must meet the following entitlement requirements, as determined by Trinsic:

1. Your access, use, processing, and/or storage of End User Data must comply with the Google Pay and Wallet APIs Acceptable Use Policy, as updated from time to time by Google. The Google Pay and Wallet APIs Acceptable Use Policy as updated will automatically become a part of these terms. For the avoidance of any doubt, the Google Pay and Wallet APIs Acceptable Use Policy applies to you, your Product, and any End User Data, however accessed; 
2. Prior to accessing the Specified Service, you must complete and execute an Activation Form containing full and accurate information as requested. You may not deviate from the use case identified in your Activation Form after you begin using the Specified Service unless you amend the applicable agreement and receive updated approval from Trinsic;
3. Your Product must involve goods and/or services for which verifying an end user’s age, identity, or credentials is required by law, or some other legitimate purposes such as combating fraud or public safety, and you must also only verify information that is strictly necessary for those purposes; and
4. You must provide and maintain publicly available and regularly updated links to user terms of service and a privacy policy relating to the collection and processing of any information relating to your Product that complies with applicable law. You are solely responsible for obtaining any consents or providing any notices or opt-outs relating to your Products that are required by applicable law.
5. You must follow best practice guidance on fraud management. 

Notwithstanding anything herein to the contrary, Trinsic may deny or revoke access to the Specified Service at any time in its sole discretion.

Section 4: End User Data

1. Purpose. You agree to only request or access the specific data value(s) of End User Data from users of your Product for age, identity, or credential verification purposes and only when such verification:
   1. is required by law, or some other legitimate purpose such as public safety or combatting fraud, and 
   2. Is strictly necessary for the user to access or use your Product. 

2. Data Minimization. You agree to not request that end users provide any End User Data for any purpose other than the purposes in Section 4.1. You agree to only request or access the specific End User Data from end users of your Product that are strictly required for verifying the end user’s age, identity, or credentials and not any additional data.

3. Data Retention. You agree to clearly and conspicuously notify and disclose to end users whether you will retain an end user’s End User Data and the duration that you will retain such End User Data.  At the expiration of such duration, you agree to destroy the end user’s End User Data in your possession or control in accordance with your notice and record retention policy.

4. Restrictions.  You may not sell, as that term is defined under any applicable law, End User Data. In addition, unless strictly necessary for the purposes listed in Section 4.1 or explicitly required by applicable law, you may not:
   1. use, process, store, or manipulate End User Data, or combine End User Data with other data, without first (i) providing the applicable end user clear and conspicuous advance notice of such processing, and (ii) obtaining such end user’s agreement to such processing; or 
   2. share, transfer, disclose, disseminate, or otherwise make available End User Data to any third parties.

5. Data Portability.   For as long as you use, process, or store any End User Data, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from Google products and services, subject to applicable laws and security restrictions.

6. Accuracy. End User Data may contain data, images, and messages that are controlled and updated solely by the third-party provider that issues them. You agree that Trinsic will not be responsible for any inaccuracies or errors in any data obtained through the Specified Service that was provided by the third-party issuer of the relevant credential.

Section 5: Accessing and Using End User Data 

1. Google Controller-Controller Data Protection Terms.  To the extent required by data protection laws applicable to your use of the Specified Service, you agree to be bound by the Google Controller-Controller Data Protection Terms.

2. Health-related Terms.  For the avoidance of doubt: (a) use of the Specified Service does not make Trinsic your Business Associate under, or otherwise subject Trinsic to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as a result of your agreement to these Terms or your use of the Specified Service under these Terms, including as a result of your access, use, processing or storage of End User Data; (b) to the extent applicable to you, you are solely responsible for your compliance with HIPAA; and (c) End User Data is not Protected Health Information as the term is defined by HIPAA.

3. Monitoring.  YOU AGREE THAT GOOGLE MAY MONITOR YOUR ACCESS AND USE OF END USER DATA TO ENSURE QUALITY AND SECURITY, IMPROVE GOOGLE’S PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH APPLICIBLE TERMS. This monitoring may include Google accessing and testing your access to and use of End User Data in connection with your Product, for example to identify security issues that could affect Google or its users. You will not interfere with this monitoring. Google may use any technical means to overcome such interference. Google may directly suspend access to End User Data by you or your Product without notice if Google reasonably believes that you are in violation of the Terms.

4. Security.  You are solely responsible for security relating to your access and use of End User Data relating to your Products, including the security of any End User Data or other information, including personal data, you collect, process, or store. You will use commercially reasonable efforts to protect user information collected by your Product, including personal data, from unauthorized access or use and will promptly notify your users of any unauthorized access or use of such information to the extent required by applicable law.

5. Ownership.  By accessing, using, processing, and/or storing End User Data, you do not acquire ownership of any rights in the Specified Service or the content that is accessed through the specified Service.

6. Compliance with Law, Third Party Rights, and Other Google Terms of Service.  You will comply with all applicable law (including without limitation laws regarding the import or export of data or software, privacy, data protection, security, and local laws). You will not access or use End User Data to encourage or promote illegal activity or violation of third-party rights. You will not violate any terms of service you may have in place with Google (or its affiliates).

Section 6: Intellectual Property

1. Brand Features.  You grant to Trinsic a limited, nonexclusive, royalty-free, worldwide, sublicensable (but only to Google and its affiliates) license during the term of the Terms to display your Brand Features that have been submitted by you to Trinsic pursuant to Attachment A of the Google Wallet Participation Agreement:
   1. to end users of your Product in connection with your use of the End User Data; 
   2. in promoting or marketing your use of the End User Data; and
   3. for use in incidental depictions, including screenshots, video, or other content from your Product, and may use your company or Product name produced or distributed in the course of promoting, marketing, or demonstrating how End User Data and the associated products and services can be accessed and used.
2. You may revoke the permission to display your Brand Features for promotional or marketing purposes (as described in 6.1(b)) by giving Trinsic written notice and a reasonable period of time to facilitate the cessation of such use.
3. Publicity.  You will not make any statement regarding your access or use of End User Data which suggests partnership with sponsorship by, or endorsement by Google, unless you have separately obtained Google’s prior written approval.
4. Retention of Rights. Except as expressly stated in these Terms, these Terms do not grant either party any express or implied rights to the other’s intellectual property. 

Section 7: Service-related communications

1. Feedback.  If you choose to give Trinsic feedback, such as suggestions to improve the Specified Service, any such feedback may be acted upon without obligation to you.

Section 8: Termination

1. Termination.  Either party may terminate these Relying Party Terms by providing the other party with thirty (30) days’ prior written notice. Upon termination, you must cease any further access, use, processing, and storage of End User Data.
2. Notwithstanding Section 8.1, Trinsic may immediately terminate these Relying Party Terms or discontinue your access to End User Data, in whole or in part, without prior notice and without liability or other obligation to you, if: (a) Google terminates or suspends Trinsic’s access to the Verify with Google Wallet Program or any portion thereof; (b) Google directs Trinsic to terminate or suspend your access; or (c) Trinsic reasonably believes you are in violation of these Terms or applicable law.
3. Your Obligations Post-Termination.  Upon any termination of the Terms or discontinuation of your access to End User Data, you will cease attempting to access or accessing, processing, or storing any End User Data. 
4. Surviving Provisions.  When the Terms terminate, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Section 7, Service-related Communications; Section 9, Liability; Section 10, General Provisions. 

Section 9: Liability 

1. DISCLAIMER OF WARRANTIES.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, TRINSIC DOES NOT MAKE ANY WARRANTY OF ANY KIND, AND TRINSIC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TRINSIC IS NOT RESPONSIBLE FOR ERRONEOUS, FRAUDULENT, OR SYNTHETIC DATA INTRODUCED BY YOU, ANY END USER, OR OTHER THIRD PARTIES, AND YOU ACKNOWLEDGE AND AGREE THAT ERRORS ORIGINATING FROM YOU, ANY END USERS, OR FROM OTHER THIRD-PARTY DATA SHALL NOT BE CONSIDERED BREACHES OF TRINSIC’S WARRANTY OBLIGATIONS.

ANY OUTPUT FROM THE SERVICES AND ANY OTHER DATA OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICES IS FOR INFORMATIONAL AND GENERAL REFERENCE PURPOSES ONLY.

TRINSIC DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT ALL BETA FEATURES ARE MADE AVAILABLE TO YOU “AS IS” AND ARE PROVIDED WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE AND AGREE THAT TRINSIC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING END USER DATA PROVIDED THROUGH THE SPECIFIED SERVICE. THE PROVIDER OF THE SPECIFIED SERVICE IS SOLELY RESPONSIBLE FOR ITS OWN DATA PROCESSING, COLLECTION, USE AND RETENTION PRACTICES AND THAT TRINSIC SHALL HAVE NO LIABILITY RESULTING FROM SUCH PROVIDER’S DATA PRIVACY AND SECURITY PRACTICES OR POLICIES.

2. LIMITATION OF LIABILITY. THE LIABILITY OF TRINSIC AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, ID PROVIDERS, AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE SPECIFIED SERVICE, THE CONTENT OR SERVICES OBTAINED THROUGH THE SPECIFIED SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF THE AMOUNTS PAID BY YOU TO TRINSIC FOR USE OF THE SERVICES OR FIFTY DOLLARS ($50).

IN NO EVENT WILL TRINSIC BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SPECIFIED SERVICE, DATA ACCESSED THROUGH THE SPECIFIED SERVICE, OR ON ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF TRINSIC IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Indemnification. You agree to indemnify, defend and hold harmless Trinsic and its affiliates, employees, agents, representatives and third-party service providers, for any and all claims, demands, actions, liability, fines, penalties and expenses that may arise from any of your acts through the use of the Specified Service. Such acts may include, but are not limited to, (a) your use (including any misuse) of the Specified Service, (b) your use of End User Data, or (c) breaches of any applicable law, rule, regulation or the Terms. 

Section 10: General Provisions

1. Modification.  Trinsic may modify these Relying Party Terms or any portion thereof, for example, (a) to reflect changes in how End User Data can be accessed, used, processed, or stored, (b) for legal, regulatory, or security reasons, or (c) to prevent abuse or harm. You should look at these Terms regularly. If Trinsic materially changes these Terms, Trinsic will provide you with reasonable advance notice and the opportunity to review the changes to the extent practicable, except in urgent situations, such as preventing ongoing abuse, responding to legal requirements, or data security issues. Material changes will not apply retroactively and will become effective no sooner than 30 days after they are communicated to you. But changes addressing new functions or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for accessing or using End User Data, you should discontinue accessing End User Data. Your continued access to and use of End User Data constitutes your acceptance of the modified Terms.

2. General Legal Terms.  Section 17 (“MISCELLANEOUS”) of the Trinsic Technologies Inc. Terms of Service, as updated from time to time by Trinsic (“Trinsic Technologies Inc. Terms of Service”) will automatically become a part of these Relying Party Terms and are hereby incorporated by reference. For the avoidance of any doubt, by agreeing to these Relying Party Terms, you are agreeing to the terms in Section 17 of the Trinsic Technologies Inc. Terms of Service.