Google
AdSenseTM
Online Standard Terms and Conditions
PLEASE READ VERY CAREFULLY THESE TERMS
AND CONDITIONS AND THE FAQ BEFORE
REGISTERING FOR THE GOOGLE ADSENSE ONLINE
PROGRAM. PARTICIPATION IN THE GOOGLE ADSENSE
ONLINE PROGRAM INDICATES THAT YOU ACCEPT
THESE TERMS AND CONDITIONS. IF YOU DO NOT
ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO
NOT REGISTER FOR OR PARTICIPATE IN THE
GOOGLE ADSENSE ONLINE PROGRAM.
Introduction. This agreement ("Agreement")
between You and Google Inc. ("Google")
consists of these Google AdSense Online
Program (the "Program")
Standard Terms and Conditions ("Terms
and Conditions"). A description of
the Program, as generally offered by Google,
is available at the Program Frequently Asked
Questions ("FAQ") URL, located
at
https://www.google.com/adsense/faq, or
such other URL as Google may provide from
time to time. "You" or "Publisher"
means any entity identified in an enrollment
form submitted by the same or affiliated
persons, and/or any agency or network acting
on its (or their) behalf, which shall also
be bound by the terms of this Agreement.
1.
Program Participation.
Participation in the Program is subject to
Google’s prior approval and Your continued
compliance with the Program Policies ("Program
Policies"), located at
https://www.google.com/adsense/policies,
and/or such other URL as Google may provide
from time to time. Google reserves the right
to refuse participation to any applicant or
participant at any time in its sole
discretion. By enrolling in the Program, You
represent that You are at least 18 years of
age and agree that Google may serve (a)
third party and/or Google provided
advertisements and/or other content (such
third party provided advertisements, Google
provided advertisements and other content,
collectively, "Ads"),
provided, however, that if Google serves
non-compensated content, You will have the
ability to opt out of receiving such content
as part of the Program, (b) related Google
queries and/or Ad search box(es)
(collectively, “Links”), (c)
Google Web and/or Site search results
(collectively, "Search Results"),
and/or (d) Google referral Ads (“Referral
Buttons”), each in connection with
the Web site(s), media player(s), video
content and/or mobile content that You
designate, or such other properties
expressly authorized in writing by Google
(including by electronic mail) (such other
properties, “Other Properties”),
and the Atom, RSS, or other feeds
distributed through such Web site(s) , media
player(s), video content, mobile content
and/or Other Properties (each such Web site,
media player, video content, mobile content,
Other Property or feed, a "Property").
For the avoidance of doubt, any reference in
this Agreement or the Program Policies to an
individual “Web page”, “Web site”, “Web site
page” or the like that is part of the
Property will also mean feeds and media
players distributed through such Web site.
Multiple accounts held by the same
individual or entity are subject to
immediate termination unless expressly
authorized in writing by Google (including
by electronic mail). In some circumstances
expressly authorized in writing by Google
(including by electronic mail), You may
enroll in the Program and create an account
for the sole purpose of receiving payment
from Google, and not, for purposes of
clarification, for the purpose of displaying
Ads, Links, Search Results and/or Referral
Buttons on a Property. If, however, You
subsequently use your Account to participate
in the Program (i.e. for the purpose of
displaying Ads, Links, Search Results and/or
Referral Buttons on a Property), then such
use of the Program will be governed by the
terms of this Agreement. You must have and
abide by an appropriate privacy policy that
clearly discloses that third parties may be
placing and reading cookies on your users’
browser, or using web beacons to collect
information, in the course of ads being
served on your website. Your privacy policy
should also include information about user
options for cookie management.
2.
Implementation and Operation of
Ads, Search Results, and Referrals. You
agree to comply with the specifications
provided by Google from time to time to
enable proper delivery, display, tracking,
and reporting of Ads, Links, Search Results,
Referral Buttons, and Google Brand Features
(as defined in Section 12 below) in
connection with Your Property(ies),
including without limitation by not
modifying the JavaScript or other
programming provided to You by Google in any
way, unless expressly authorized in writing
by Google (including by electronic mail).
o
AdSense for Search. If
You have elected to receive Search Results,
You will display on Your Property(ies) a
Google search box (a "Search Box")
in accordance with the specifications
provided by Google. Except for related
Google queries, all search queries
(including queries entered into an Ad search
box) must originate from individual human
end users inputting data directly into a
Search Box (or Ad search box, as applicable)
on Your Property(ies). You will send any and
all queries (without editing, filtering,
truncating, appending terms to or otherwise
modifying such queries individually or in
the aggregate) to Google and Google will use
commercially reasonable efforts to provide
You with corresponding Search Results and/or
Ads, as applicable and as available. Search
Results and any accompanying Ads will be
displayed on Web pages that may be hosted by
Google (each, a "Search Results Page"),
and the format, look and feel of those Web
pages hosted by Google may be modified by
Google from time to time.
o
AdSense for Content.
All content and Property-based Ads (and Ads
served in response to end user clicks on and
queries entered into Links, if any) shall be
grouped by Google and displayed with Links
(where applicable) to end users of the
Property(ies) as ad units (such groups of
Ads and/or Links collectively referred to as
"Ad Units") in standard
formats as offered generally by Google from
time to time, as may be described in the
FAQ. You may select a format approved by
Google for the display of Ad Units in
connection with the Property(ies), but You
acknowledge and agree that Ads and/or Links:
(i) shall only be displayed in connection
with the Property(ies), each of which is
subject to review and approval by Google in
its discretion at any time; and (ii) shall
be subject to the placement guidelines set
forth herein.
o
Referrals. If You have
elected to use the Google AdSense Referrals
feature, You will implement any Referral
Buttons on Your Property(ies) in accordance
with the specifications provided by Google.
End users who click on a Referral Button
will be directed to a Web page that may be
hosted by Google (“Referral Page”),
and the format, look and feel of those Web
pages hosted by Google may be modified by
Google from time to time. A “Referral
Event” will be initiated when an end
user clicks on a Referral Button from the
Property and will be completed when the
referral requirements for the relevant
product are satisfied in accordance with
this Agreement. Such referral requirements,
along with the payment amount applicable to
the Referral Event, are located at
https://www.google.com/adsense/referrals,
or such other URL as Google may provide from
time to time. You agree to comply with the
specifications provided by Google from time
to time to enable proper tracking and
reporting of Referral Events in connection
with Your Property. You shall not promote or
facilitate a Referral Event by any means
other than displaying a Referral Button on
the Property, unless expressly authorized in
writing by Google (including by electronic
mail).
o
AdSense for Video. If
you have elected to use AdSense for Video,
Your participation is subject to your
continued compliance with the AdSense for
Video Program policies located at
http://adsense.google.com/support/bin/answer.py?answer=73987
or the URL as Google may provide from time
to time.
All Ads (including Ads served in response to
end user clicks on and queries entered into
Links, if any) shall be (1) grouped by
Google and displayed with Links (where
applicable) to end users of the
Property(ies) as Ad Unit(s) or (2) pre-,
post- or interstitial roll in connection
with third party video content, in each case
in standard formats as offered generally by
Google from time to time, as may be further
described in the applicable policies. You
acknowledge and agree that the Ads will be
displayed on the Property in a video format
approved by Google, and that such Ads: (i)
shall only be displayed in connection with
the Property(ies) and non-advertisement
video content (collectively “Video Media”),
all of which is subject to review and
approval by Google in its discretion at any
time; and (ii) shall only be requested in
connection with end user initiated Video
Media. In addition, You agree that You may
only display one (1) Ad Unit within Your
media player at any single time, unless
otherwise approved by Google in writing.
o
General; Serviced Pages;
Filtering; Beta Features. You agree not
to display on the same Web page in
connection with which any Ad Unit, Ad, Link,
Search Box, or Referral Button is displayed
(a "Serviced Page") any
advertisement(s) or content that an end user
of Your Property(ies) would reasonably
confuse with a Google advertisement or
otherwise associate with Google. Certain
Google services available as part of the
Program may contain filtering capability,
such as SafeSearch or AdSafe, that You may
access through Your account. However, if You
elect to enable any such filters, You
acknowledge and agree that: (i) it is Your
responsibility to enable such features in
accordance with the specifications provided
by Google, and (ii) Google does not and
cannot commit that all results (including
Ads, Links and Search Results) will be
limited to results elected by enabling such
filter(s). Some Program features are
identified as “Beta” or otherwise
unsupported (“Beta Features”). To
the fullest extent permitted by law, Beta
Features are provided "as is" and at Your
option and risk. You shall not disclose to
any third party any information from Beta
Features, existence of non-public Beta
Features or access to Beta Features. .
3.
Communications Solely With Google.
You agree to direct to Google, and not to
any advertiser, any communication regarding
any Ad(s) or Link(s) displayed in connection
with Your Property(ies).
4.
Parties' Responsibilities. You
are solely responsible for the
Property(ies), including all content and
materials, maintenance and operation
thereof, the proper implementation of
Google's specifications, and adherence to
the terms of this Agreement, including
compliance with the Program Policies. Google
reserves the right to investigate, at its
own discretion, any activity that may
violate this Agreement, including but not
limited to any use of a software application
to access Ads, Links, Search Results, or
Referral Buttons or to complete any Referral
Event, or any engagement in any activity
prohibited by this Agreement. Google is not
responsible for anything related to Your
Property(ies), including without limitation
the receipt of queries from end users of
Your Property(ies) or the transmission of
data between Your Property(ies) and Google.
In addition, Google shall not be obligated
to provide notice to You in the event that
any Ad, Link, Search Result, or Referral
Button is not being displayed properly to,
or Referral Event is not being completed
properly by, end users of the Property(ies).
5.
Prohibited Uses. You shall
not, and shall not authorize or encourage
any third party to: (i) directly or
indirectly generate queries, Referral
Events, or impressions of or clicks on any
Ad, Link, Search Result, or Referral Button
(including without limitation by clicking
on “play” for any video Ad) through any
automated, deceptive, fraudulent or other
invalid means, including but not limited to
through repeated manual clicks, the use of
robots or other automated query tools and/or
computer generated search requests, and/or
the unauthorized use of other search engine
optimization services and/or software; (ii)
edit, modify, filter, truncate or change the
order of the information contained in any
Ad, Link, Ad Unit, Search Result, or
Referral Button, or remove, obscure or
minimize any Ad, Link, Ad Unit, Search
Result, or Referral Button in any way
without authorization from Google; (iii)
frame, minimize, remove or otherwise inhibit
the full and complete display of any Web
page accessed by an end user after clicking
on any part of an Ad ("Advertiser Page"),
any Search Results Page, or any Referral
Page; (iv) redirect an end user away from
any Advertiser Page, Search Results Page, or
Referral Page; provide a version of the
Advertiser Page, Search Results Page, or
Referral Page that is different from the
page an end user would access by going
directly to the Advertiser Page, Search
Results Page, or Referral Page; intersperse
any content between the Ad and the
Advertiser Page, between the page containing
the Search Box and the Search Results Page,
or between the Referral Button and the
Referral Page; or otherwise provide anything
other than a direct link from an Ad to an
Advertiser Page, from the page containing
the Search Box to the Search Results Page,
or from the Referral Button to the Referral
Page; (v) display any Ad(s), Link(s), or
Referral Button(s) on any Web page or any
Web site that contains any pornographic,
hate-related, violent, or illegal content;
(vi) directly or indirectly access, launch,
and/or activate Ads, Links, Search Results,
or Referral Buttons through or from, or
otherwise incorporate the Ads, Links, Search
Results, or Referral Buttons in, any
software application, Web site, or other
means other than Your Property(ies), and
then only to the extent expressly permitted
by this Agreement; (vii) "crawl", "spider",
index or in any non-transitory manner store
or cache information obtained from any Ads,
Links, Search Results, or Referral Events,
or any part, copy, or derivative thereto;
(viii) act in any way that violates any
Program Policies posted on the Google Web
Site, as may be revised from time to time,
or any other agreement between You and
Google (including without limitation the
Google AdWords program terms); (ix)
disseminate malware; (x) create a new
account to use the Program after Google has
terminated this Agreement with You as a
result of your breach of this Agreement; or
(xi) engage in any action or practice that
reflects poorly on Google or otherwise
disparages or devalues Google’s reputation
or goodwill. You acknowledge that any
attempted participation or violation of any
of the foregoing is a material breach of
this Agreement and that we may pursue any
and all applicable legal and equitable
remedies against You, including an immediate
suspension of Your account or termination of
this Agreement, and the pursuit of all
available civil or criminal remedies.
6.
Termination; Cancellation.
Subject to any third party agreements You
may have with other Google customers (e.g.,
Your Web hosting company), You may stop
displaying Ads, Links, Search Boxes, or
Referral Buttons on any Property in the
Program with or without cause at any time by
removing the Google JavaScript or similar
programming from Your Properties. You may
terminate this Agreement with or without
cause at any time by sending written notice
of your desire to cancel Your participation
in the Program to
adsense-support@google.com. This Agreement
will be deemed terminated within ten (10)
business days of Google's receipt of Your
notice. Google may investigate any activity
that may violate this Agreement. Google may
at any time, in its sole discretion,
terminate all or part of the Program,
terminate this Agreement, or suspend or
terminate the participation of any Property
in all or part of the Program for any
reason. In addition, Google reserves the
right to terminate without notice any
account that has not generated a sufficient
number of valid clicks on Ads or Referral
Buttons or valid impressions of Ads (in each
case as measured by Google) for a period of
two (2) months or more. Upon termination of
participation of any Property in the Program
or termination of this Agreement for any
reason, Sections 3, 6 through 10, and 14
through 17 shall survive termination.
7.
Confidentiality. You agree not
to disclose Google Confidential Information
without Google's prior written consent. "Google
Confidential Information" includes
without limitation: (a) all Google software,
technology, programming, specifications,
materials, guidelines and documentation
relating to the Program; (b) click-through
rates or other statistics relating to
Property performance in the Program provided
to You by Google; and (c) any other
information designated in writing by Google
as "Confidential" or an equivalent
designation. However, You may accurately
disclose the amount of Google’s gross
payments to You pursuant to the Program.
Google Confidential Information does not
include information that has become publicly
known through no breach by You or Google, or
information that has been (i) independently
developed without access to Google
Confidential Information, as evidenced in
writing; (ii) rightfully received by You
from a third party; or (iii) required to be
disclosed by law or by a governmental
authority.
8.
No Guarantee. Google makes no
guarantee regarding the level of impressions
of Ads or clicks on any Ad or Referral
Button, the timing of delivery of such
impressions and/or clicks, the completion of
Referral Events, or the amount of any
payment to be made to You under this
Agreement. In addition, for
the avoidance of doubt, Google does not
guarantee the Program will be operable at
all times or during any down time (i) caused
by outages to any public Internet backbones,
networks or servers, (ii) caused by any
failures of Your equipment, systems or local
access services, (iii) for previously
scheduled maintenance or (iv) relating to
events beyond Google’s (or its wholly owned
subsidiaries’) control such as strikes,
riots, insurrection, fires, floods,
explosions, war, governmental action, labor
conditions, earthquakes, natural disasters,
or interruptions in Internet services to an
area where Google (or its wholly owned
subsidiaries) or Your servers are located or
co-located.
9.
No Warranty. GOOGLE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WITH RESPECT TO
ADVERTISING, LINKS, SEARCH, REFERRALS, AND
OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE
WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR ANY
PARTICULAR PURPOSE. TO THE EXTENT ADS,
LINKS, AND SEARCH RESULTS ARE BASED ON OR
DISPLAYED IN CONNECTION WITH NON-GOOGLE
CONTENT, GOOGLE SHALL NOT HAVE ANY LIABILITY
IN CONNECTION WITH THE DISPLAY OF SUCH ADS,
LINKS, AND SEARCH RESULTS.
10.
Limitations of Liability; Force
Majeure. EXCEPT FOR ANY INDEMNIFICATION
AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR
YOUR BREACH OF ANY INTELLECTUAL PROPERTY
RIGHTS AND/OR PROPRIETARY INTERESTS RELATING
TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER
PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY,
OR PUNITIVE DAMAGES WHETHER IN CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
AND (ii) GOOGLE'S AGGREGATE LIABILITY TO
PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM
IS LIMITED TO THE NET AMOUNT PAID BY GOOGLE
TO PUBLISHER DURING THE THREE MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each party acknowledges that the other party
has entered into this Agreement relying on
the limitations of liability stated herein
and that those limitations are an essential
basis of the bargain between the parties.
Without limiting the foregoing and except
for payment obligations, neither party shall
have any liability for any failure or delay
resulting from any condition beyond the
reasonable control of such party, including
but not limited to governmental action or
acts of terrorism, earthquake or other acts
of God, labor conditions, and power
failures.
11.
Payment. You shall receive a
payment related to the number of valid
clicks on Ads, the number of valid
impressions of Ads, the number of valid
completions of Referral Events initiated
through Referral Buttons displayed in
connection with Your Property(ies), and/or
other events performed in connection with
the display of Ads on Your Property(ies), in
each case as determined by Google for its
participants in the Program. If You have
elected to receive Search Results, this
payment will be offset by fees applicable to
Search Results. Unless otherwise agreed to
by the parties in writing (including by
electronic mail), payments to You shall be
sent by Google within approximately thirty
(30) days after the end of each calendar
month that Ads or Referral Buttons are
running on Your Property or that Ads are
running on Search Results Pages if Your
earned balance is $100 or more. In the event
the Agreement is terminated, Google shall
pay Your earned balance to You within
approximately ninety (90) days after the end
of the calendar month in which the Agreement
is terminated by You (following Google's
receipt of Your written request, including
by email, to terminate the Agreement) or by
Google. In no event, however, shall Google
make payments for any earned balance less
than $10. Notwithstanding the foregoing,
Google shall not be liable for any payment
based on: (a) any amounts which result from
invalid queries, invalid Referral Events, or
invalid clicks or impressions on Ads
generated by any person, bot, automated
program or similar device, as reasonably
determined by Google, including without
limitation through any clicks or impressions
(i) originating from Your IP addresses or
computers under Your control, (ii) solicited
by payment of money, false representation,
or request for end users to click on Ads, or
(iii) solicited by payment of money, false
representation, or any illegal or otherwise
invalid request for end users to complete
Referral Events; (b) Ads or Referral Buttons
delivered to end users whose browsers have
JavaScript disabled; (c) Ads benefiting
charitable organizations and other
placeholder or transparent Ads that Google
may deliver; or (d) clicks co-mingled with a
significant number of invalid clicks
described in (a) above, or as a result of
any breach of this Agreement by You for any
applicable pay period. Google reserves the
right to withhold payment or charge back
Your account due to any of the foregoing or
any breach of this Agreement by You, pending
Google's reasonable investigation of any of
the foregoing or any breach of this
Agreement by You, or in the event that an
advertiser whose Ads are displayed in
connection with Your Property(ies) defaults
on payment for such Ads to Google. In
addition, if You are past due on any payment
to Google in connection with any Google
program (including without limitation the
Google AdWords program), Google reserves the
right to withhold payment until all
outstanding payments have been made or to
offset amounts owed to You in connection
with the Program by amounts owed by You to
Google. To ensure proper payment, You are
solely responsible for providing and
maintaining accurate address and other
contact information as well as payment
information associated with Your account.
For U.S. taxpayers, this information
includes without limitation a valid U.S. tax
identification number and a fully-completed
Form W-9. For non-U.S. taxpayers, this
information includes without limitation
either a signed certification that the
taxpayer does not have U.S. Activities (as
described on the Google AdSense: Tax
Information Page located at
https://www.google.com/adsense/taxinfo,
or such other URL as Google may provide from
time to time) or a fully-completed Form W-8
or other form, which may require a valid
U.S. tax identification number, as required
by the U.S. tax authorities. Any bank fees
related to returned or cancelled checks due
to a contact or payment information error or
omission may be deducted from the newly
issued payment. You agree to pay all
applicable taxes or charges imposed by any
government entity in connection with Your
participation in the Program. Google may
change its pricing and/or payment structure
at any time. If You dispute any payment made
under the Program, You must notify Google in
writing within thirty (30) days of any such
payment; failure to so notify Google shall
result in the waiver by You of any claim
relating to any such disputed payment.
Payment shall be calculated solely based on
records maintained by Google. No other
measurements or statistics of any kind shall
be accepted by Google or have any effect
under this Agreement. The payments made
under this Agreement are for use by You only
and may not be transferred or in any manner
passed on to any third party (i.e.,
distributed to Properties managed by You
that require separate payments) unless
expressly authorized in writing by Google
(including by electronic mail). From time to
time Google may be holding funds, payments
and other amounts due to You in connection
with the AdSense Program. You acknowledge
and agree that Google may, without further
notice to You, contribute to a charitable
organization selected by Google all funds,
payments and other amounts related to the
AdSense Program that are held by Google and
that are due to you (if any), but which
Google is unable to pay or deliver to You
because Your account is Inactive (as defined
below). “Inactive” means that, based on
Google’s records: (a) for a period of two
(2) years or more You have not logged into
your account or accepted funds, payments or
other amounts that Google has attempted to
pay or deliver to You, and (b) Google has
been unable to reach You, or has not
received adequate payment instructions from
You, after contacting You at the address
shown in Google’s records.
12.
Publicity. You agree that
Google may use Your name and logo in
presentations, marketing materials, customer
lists, financial reports, Web site listings
of customers, Search Results Pages, and
Referral Pages. If You wish to use Google's
trade names, trademarks, service marks,
logos, domain names, and other distinctive
brand features ("Brand Features"),
You may do so, so long as such use is in
compliance with this Agreement and in
compliance with Google's then current Brand
Feature use guidelines, and any content
contained or referenced therein, which
guidelines may be found at the following
URL:
http://www.google.com/permissions/guidelines.html
(or such other URL Google may provide from
time to time).
13.
Representations and Warranties.
You represent and warrant that (a) all of
the information provided by You to Google to
enroll in the Program is correct and
current; (b) You are the owner of each
Property or You are legally authorized to
act on behalf of the owner of such
Property(ies) for the purposes of this
Agreement and the Program; (c) You have all
necessary right, power, and authority to
enter into this Agreement and to perform the
acts required of You hereunder; and (d) You
have complied and will continue to comply
with all applicable laws, statutes,
ordinances, and regulations (including
without limitation the CAN-SPAM Act of 2003
and any relevant data protection or privacy
laws) in Your performance of any acts
hereunder. In addition, to the extent that
Your Site is a media player (1) You
represent and warrant that You have a valid
license to use and distribute such media
player (including all content therein,
including without limitation any Ads or Ad
Units) for the purposes of this Agreement
and the Program; and (2) You shall ensure
that any media player(s) that constitute the
Site shall comply with the terms and
conditions set forth herein. You further
represent and warrant that each Property and
any material displayed therein: (i) comply
with all applicable laws, statutes,
ordinances, and regulations; (ii) do not
breach and have not breached any duty toward
or rights of any person or entity including,
without limitation, rights of intellectual
property, publicity or privacy, or rights or
duties under consumer protection, product
liability, tort, or contract theories; and
(iii) are not pornographic, hate-related or
otherwise violent in content.
14.
Your Obligation to Indemnify.
You agree to indemnify, defend and hold
Google, its agents, affiliates,
subsidiaries, directors, officers,
employees, and applicable third parties
(e.g. relevant advertisers, syndication
partners, licensors, licensees, consultants
and contractors) (collectively "Indemnified
Person(s)") harmless from and
against any and all third party claims,
liability, loss, and expense (including
damage awards, settlement amounts, and
reasonable legal fees), brought against any
Indemnified Person(s), arising out of,
related to or which may arise from Your use
of the Program, the Property(ies), and/or
Your breach of any term of this Agreement.
15.
Google Rights. You acknowledge
that Google owns all right, title and
interest, including without limitation all
Intellectual Property Rights (as defined
below), in and to the Program (including
Google's ad serving technology, search
technology, referral technology, and Brand
Features, including implied licenses, and
excluding items licensed by Google from
third parties and excluding any third party
media player that may comprise the
Property), and that You will not acquire any
right, title, or interest in or to the
Program except as expressly set forth in
this Agreement. You will not modify, adapt,
translate, prepare derivative works from,
decompile, reverse engineer, disassemble or
otherwise attempt to derive source code from
any Google services, software, or
documentation, or create or attempt to
create a substitute or similar service or
product through use of or access to the
Program or proprietary information related
thereto. You will not remove, obscure, or
alter Google's copyright notice, Brand
Features, or other proprietary rights
notices affixed to or contained within any
Google services, software, or documentation
(including without limitation the display of
Google’s Brand Features with Ads, Links,
Search Boxes, Search Results, and/or
Referral Buttons, as applicable). "Intellectual
Property Rights" means any and all
rights existing from time to time under
patent law, copyright law, semiconductor
chip protection law, moral rights law, trade
secret law, trademark law, unfair
competition law, publicity rights law,
privacy rights law, and any and all other
proprietary rights, as well as, any and all
applications, renewals, extensions,
restorations and re-instatements thereof,
now or hereafter in force and effect
worldwide.
16.
Information Rights. Google may
retain and use, subject to the terms of the
Google Privacy Policy (located at
http://www.google.com/privacy.html, or
such other URL as Google may provide from
time to time), all information You provide,
including but not limited to Property
demographics and contact and billing
information. You agree that Google may
transfer and disclose to third parties
personally identifiable information about
You for the purpose of approving and
enabling Your participation in the Program,
including to third parties that reside in
jurisdictions with less restrictive data
laws than Your own. Google may also provide
information in response to valid legal
process, such as subpoenas, search warrants
and court orders, or to establish or
exercise its legal rights or defend against
legal claims. Google disclaims all
responsibility, and will not be liable to
You, however, for any disclosure of that
information by any such third party. Google
may share non-personally-identifiable
information about You, including Property
URLs, Property-specific statistics and
similar information collected by Google,
with advertisers, business partners,
sponsors, and other third parties. In
addition, You grant Google the right to
access, index and cache the Property(ies),
or any portion thereof, including by
automated means including Web spiders or
crawlers.
17.
Miscellaneous. This Agreement
shall be governed by the laws of California,
except for its conflicts of laws principles.
Any dispute or claim arising out of or in
connection with this Agreement shall be
adjudicated in Santa Clara County,
California. The parties specifically exclude
from application to the Agreement the United
Nations Convention on Contracts for the
International Sale of Goods and the Uniform
Computer Information Transactions Act. This
Agreement constitutes the entire agreement
between the parties with respect to the
subject matter hereof. Any modifications to
this Agreement must be made in a writing
executed by both parties, by Your online
acceptance of updated terms, or after Your
continued participation in the Program after
such terms have been updated by Google. The
failure to require performance of any
provision shall not affect a party's right
to require performance at any time
thereafter, nor shall a waiver of any breach
or default of this Agreement constitute a
waiver of any subsequent breach or default
or a waiver of the provision itself. If any
provision herein is held unenforceable, then
such provision will be modified to reflect
the parties' intention, and the remaining
provisions of this Agreement will remain in
full force and effect. You may not resell,
assign, or transfer any of Your rights
hereunder. Any such attempt may result in
termination of this Agreement, without
liability to Google. Notwithstanding the
foregoing, Google may assign this Agreement
to any affiliate at any time without notice.
The relationship between Google and You is
not one of a legal partnership relationship,
but is one of independent contractors.
2008-02-25 |
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