HSA Additional Terms for Providers
(United States)

Please read these terms carefully. They require the use of binding arbitration to resolve disputes rather than jury trials or class actions Please follow the instructions in Section 9 below if you wish to opt out of this provision.

  1. Last modified: June 1, 2015

  1. Applicable Terms. Thank you for using Home Service Ads (“HSA”). HSA is a platform provided by Google Inc. located at 1600 Amphitheatre Parkway, Mountain View, California 94043, USA (“Google” or “we”) that connects advertisers with customers. In these HSA Additional Terms for Providers, “you” means you, as the individual or entity using the HSA platform and offering and providing Services, and “customer” means your customer. Your use of the HSA platform is governed by (A) the advertising program terms and conditions in effect between you and Google (“Google Advertising Terms”), (B) these HSA Additional Terms for Providers (“HSA Additional Terms”), which are an addendum to the Google Advertising Terms, and (C) the HSA Platform Policies at www.google.com/adwords/express/hsa/policies.html, which may be revised by Google from time to time, (the “HSA Platform Policies”). The Google Advertising Terms, HSA Additional Terms, and the HSA Platform Policies are collectively referred to as the “Terms.” Words or phrases that are capitalized but not defined in these HSA Additional Terms are defined in the Google Advertising Terms. With respect to your Use of the HSA platform, if any term or provision of these HSA Additional Terms differs from a corresponding term or provision in the Google Advertising Terms, the term or provision in the HSA Additional Terms shall apply to use of the HSA platform. The HSA platform is a “Program” as defined in the Google Advertising Terms. These Terms apply to you, your Team, and you and your Team’s provision of Services. Your “Team” means you, and your employees, representatives, agents and suppliers that provide Services.

    To Use the HSA platform, you must agree to the Terms. If you do not accept the Terms, you may not Use the HSA platform.

    Please note that these Terms are separate from any additional terms that may apply between you and the third-party website through which you access the HSA platform, and/or you and a customer, and Google does not have any liability to you with respect to those terms. You agree that you will require your Team to comply with the Terms, and you are responsible if any of your Team does not comply with the Terms.

  1. Program Requirements. Your Use of the HSA platform must be in accordance with the HSA Platform Policies at www.google.com/adwords/express/hsa/policies.html.
  2. Minimum Provider Requirements. In order to use the HSA platform, you and each of your Team must comply with the “Minimum Provider Requirements,” as described in the HSA Platform Policies at www.google.com/adwords/express/hsa/policies.html. Determination of compliance with Minimum Provider Requirements is made solely by third parties, and not by Google, and any issues you may have with third-party adjudication of Minimum Provider Requirements must be directed to the relevant third-party adjudicator. You must provide honest, complete, and accurate information in connection with the HSA platform, including to third parties. All third-party verification processes are conducted solely to confirm compliance with the Minimum Provider Requirements, and are not used for any other purpose. You and your Team may be required to recertify your compliance with the Minimum Provider Requirements from time to time, as described in the HSA Platform Policies. Your access to the HSA platform may be denied if you fail to satisfy the Minimum Provider Requirements at any time. You agree to cooperate in the event Google or its partners seek to gather information about you, your Team, or your Services in order to verify your identity, confirm your compliance with Minimum Provider Requirements, for quality assurance purposes, or as required to operate the HSA platform.
  3. Disclosure to Third Parties. Google may disclose to customers or other third parties information relating to your Use of the HSA platform (for example, how often and how soon you respond to customer messages, the number of repeat customers you have, the average duration of your Service, number of Services performed, and feedback ratings and reviews (both positive and negative) on your performance). This information may also be made available on third-party websites.
  4. Pricing and Payments. You may be charged a fee to Use the HSA platform. Google may make available to you various payment processing methods to facilitate the collection of fees for Services provided via the HSA platform. You must abide by any relevant terms and conditions or other legal agreement, whether with Google or a third party, that governs your use of a given payment processing method. Google may add or remove payment processing methods at its sole discretion and without notice to you.
  5. Access to Data in the Service. You expressly permit Google or its agents to access, monitor, review, and record all transactions between you and your customers that take place on the HSA platform, including forms, records, invoices, messages, live chat, and other communications-related technologies made available on the HSA platform. Google may use information collected under this paragraph to assist customers, review claims of abuse, and improve the quality of the HSA platform.
  6. Customer Satisfaction. A customer’s satisfaction with your Services is solely your responsibility. Google may provide assistance to customers who are dissatisfied with their experience on the HSA platform, however ultimately it is up to you to resolve any disputes between you and your customers. You agree that you, and not Google, are responsible for all claims made by a customer or other person or entity against you or your Team in connection with your use of the HSA platform and your provision of Services. Additionally, Google and its affiliates are not liable to you or your Team for any damage, loss, or other liabilities you may incur due to your provision of Services, including as may be caused by a customer.
  7. Disputes. PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN JURY TRIALS OR CLASS ACTIONS.

    Arbitration. Google and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the HSA platform in any way, except for claims arising from bodily injury. This agreement to arbitrate is intended to be broadly interpreted, including, for example:

    • claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the HSA platform, regardless of the legal theory;
    • claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
    • claims that arose before you accepted these Terms (such as claims related to the marketing of the HSA product or the process for seeking approval to use the HSA platform);
    • claims that may arise after the termination of your use of the HSA platform or any agreement between us; and
    • claims brought by or against our respective subsidiaries, parent companies, members, affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors, and assigns of these entities, you, and Google.

This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court or from seeking a preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.

You agree that, by entering into this agreement, we are each waiving the right to a trial by jury or to participate in a class or representative action. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Notice of disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Google should be sent to Google's agent for service of process, Corporation Service Company ("CSC"), at the following address:

Corporation Service Company
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95833

(If you wish to provide notice to Google through CSC outside of California, you may be able to find other addresses for CSC by by searching for Google Inc. on the website of the Secretary of State for other states.)

Google will send notice to you at the e-mail and mailing addresses associated with your account. Your notice to Google must (a) provide your name, mailing address, email address, and your AdWords Customer ID(s); (b) describe the dispute; and (c) set forth the relief requested. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.

Arbitration procedures. The arbitration will be governed by the Commercial Arbitration Rules ("AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If you would like to ask the AAA to apply the Consumer Arbitration Rules to your dispute, Google agrees to consent to your request. In addition, if the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration (but not the arbitrator’s decision itself) shall be maintained as confidential. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) of your principal place of business. If the value of your claim is $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider but is not bound by rulings in other arbitrations involving HSA advertisers. The arbitrator can award the same individualized damages and relief that a court can award. Judgment on the award may be entered by any court having jurisdiction.

Costs of arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Google will pay all AAA filing, administrative, and arbitrator fees for any arbitration that Google commences. If you provided Google with 30 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is $75,000 or less, Google will pay your share of any such AAA fees. If the value of your claim is between $75,000 and $300,000, your share of any such fees will be capped at $200 (unless the law of your state requires Google to pay all such fees). And if the value of your claim exceeds $300,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Google to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Google for amounts that Google paid on your behalf.

No class arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim without affecting other HSA advertisers. YOU AND GOOGLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

30-Day Opt-Out Period. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AND CLASS-ACTION WAIVER PROVISIONS IN THIS SECTION 9, YOU MUST NOTIFY GOOGLE IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS (UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW). YOUR WRITTEN NOTIFICATION MUST BE MAILED TO GOOGLE’S AGENT FOR SERVICE OF PROCESS, CORPORATION SERVICE COMPANY (“CSC”), AT THE FOLLOWING ADDRESS:

Corporation Service Company
2710 Gateway Oaks Drive, Suite 150N
Sacramento, CA 95833

(If you wish to provide notification to Google through CSC outside of California, you may be able to find other addresses for CSC by by searching for Google Inc. on the website of the Secretary of State for other states.)

SUCH NOTIFICATION MUST INCLUDE: (A) YOUR NAME, (B) YOUR ADWORDS CUSTOMER ID(s), (C) YOUR MAILING ADDRESS, AND (D) A STATEMENT THAT YOU DO NOT WISH TO RESOLVE HOME SERVICE ADS DISPUTES WITH GOOGLE THROUGH ARBITRATION.

Future changes to arbitration provision. If Google makes any changes to this Section 9 (other than a change to the address at which Google will receive notices of dispute), you may reject any such change by sending us written notice within 30 days of the change to Legal Department, Google Inc., 1600 Amphitheater Parkway, Mountain View, California 94043, USA. It is not necessary to send us a rejection of the future change to this arbitration provision if you had properly opted out of this arbitration provision within the first 30 days after you accepted these Terms. By rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.

  1. Indemnification and Limitation of Liability. The indemnification and limitation of liability provisions of the Google Advertising Terms apply to claims brought under these Terms. You will defend, indemnify and hold harmless Google, its Partners, agents, affiliates, and licensors from any third-party claim or liability (including those made by customers, third parties, and members of your Team) arising out of or related to the Services, your use of the HSA platform, your breach of the Terms, or your Team’s employment or relationship with you.
  2. Governing Law. All claims arising out of or relating to these Terms or the HSA platform will be governed by California law (excluding California’s conflict of laws rules), except to the extent that such law is preempted by or inconsistent with applicable federal law.
  3. Employment. Employees of Google and its affiliates are prohibited from providing Services via the HSA platform, serving on or contributing to your Team, or otherwise participating as a Service provider on the HSA platform. You acknowledge that neither you nor any member of your Team are employees of Google, its affiliates, or any third-party adjudicator of Minimum Provider Requirements that are known to you, and you may not say or imply to anyone that you, or any of your Team, work for Google or a Google affiliate. You agree that nothing in these Terms or the conduct arising out of these Terms creates an employee relationship between you (or any member of your Team) and Google or any Google affiliate, nor are the Terms or the conduct arising out of these Terms intended to do so. You represent that at all times while performing the Services, each member of your Team is properly classified according to law.
  4. About these Terms. Except as otherwise provided in these Terms, we may modify these Terms to, for example, reflect changes to the law or changes to the HSA platform, change fees or payment processing procedures, or to add or delete contractual provisions. You should look at the Terms regularly. We’ll post notice of modifications to these HSA Additional Terms at www.google.com/adwords/express/hsa/terms.html, and, in the event of any material change, provide You with notice of such change either via email, push notification, or similar method. You agree to monitor the email address(es) and/or device(s) on which You have registered to use the HSA platform. Changes will not apply retroactively and will become effective no sooner than seven days after they are posted. However, changes addressing new functions or changes made for legal reasons will be effective immediately. Google may ask you to acknowledge your acceptance of material changes to these Terms. Repeated notice of such changes, in combination with your continued participation on the HSA platform, may be considered the equivalent of your acceptance of such changes. If you do not agree to any modified terms, you must discontinue your Use of HSA and the HSA platform. Google may delegate any of its rights or obligations under the Terms to its affiliates.

June 1, 2015