This is a legal agreement between you and Google. By accepting these terms, you are representing that you have the authority to bind the party being issued a Developer Token for this AdWords API (you and that party collectively referred to as "you"). The "Developer Token" is the AdWords API Program user passkey given to you by Google upon successful sign-up for this program. In exchange for use of and access to a Developer Token and Google's proprietary AdWords API and its specifications you agree to be bound by the terms of these AdWords API terms and conditions (the "AdWords API Agreement"). The AdWords APIs are a feature of the Google AdWords program and any account management using the AdWords API is also governed by the AdWords terms and conditions between you and Google (your "AdWords Terms"). "Google" in this Agreement means the Google entity with which you have entered into your AdWords Terms (e.g., Google Inc., Google Ireland Limited etc...) and its affiliates.

The AdWords API, all Developer Tokens and the AdWords Specifications are, as applicable, the intellectual property and proprietary information of Google. Any right to use, copy or to retain a copy of the AdWords API and the AdWords API Specifications is subject to and contingent on your full compliance with this AdWords API Agreement. If you violate any part of this AdWords API Agreement, your access to the AdWords API may be suspended or terminated without notice and you have no right to use the AdWords API. If you wish to terminate all or part of this AdWords API Agreement, you must cease all use of the AdWords API.

The "use" of the AdWords API means: (A) the use of the mark-up language described in the AdWords API Specifications to (i) access Google servers through the AdWords API, (ii) send information to AdWords accounts using an AdWords API Client, or (iii) receive information from Google in response to AdWords API calls; and/or (B) distributing or developing an AdWords API Client.

An "account owner" means the owner of record of an account or a party whom the owner of record has authorized to access and manage that account.

An "AdWords API Client" means the system of (i) software that can access or communicate with Google's servers using the AdWords API Specifications (the "AdWords API Primary Client"), and (ii) software that can Communicate AdWords API Data with that AdWords API Primary Client. "Communicate" means that two software applications, directly or through any other software, can transfer data in one or both directions by any means, regardless of the mechanism or semantics of the communication and even if the communication mechanism is one traditionally considered a communication mechanism between two separate software applications (e.g. pipes or sockets).

"AdWords API Data" means AdWords API Report Data and AdWords API Input Data.

"AdWords API Report Data" means any data or content received from Google using the AdWords API.

"AdWords API Input Data" means any data, instruction or content sent to Google using the AdWords API.

"AdWords API Campaign Management Data" means AdWords API Input Data that, when passed to the AdWords API servers, can change the current or future state of the advertising campaigns in an AdWords account; for example, inputs used to affect bid management, ad targeting management, changes to creative or other forms of campaign management. For the purpose of clarity, AdWords API Campaign Management Data does not include AdWords API Input Data that does not affect advertising campaigns, but triggers the return of reporting on past activity or the current status of the campaigns.

"AdWords API Specifications" means all information and documentation Google provides specifying or concerning the AdWords API specifications and protocols and any Google-supplied implementations or methods of use of the AdWords API.

"Affiliate" of a party means an entity that controls, is controlled by or is under common control with that party. For the purposes of the foregoing "control" means the direct or indirect ownership by the controlling entity of more than 50% of the voting stock of the controlled entity or the right of the controlled entity to appoint more than 50% of the board of directors of the controlled entity.

"End-Advertiser-Only AdWords API Client" means a Custom AdWords API Client (a) developed only for one party who (together with its Affiliates) will be the sole user and owner of the AdWords API Client (the "Owner"), and (b) which is used only to manage advertising for the Owner's own products and services (e.g., not an agency or reseller managing or purchasing advertising for other parties). Except in the case of a Complete Sale (defined below), End-Advertiser-Only AdWords API Clients may not be distributed (e.g., transferred, licensed or sold). For example, an End-Advertiser-Only AdWords API Client will cease to be an End-Advertiser-Only AdWords API Client if any rights in the Custom Portion of the End-Advertiser-Only AdWords API Client are expressly or impliedly transferred or licensed to, or if the client is used by, a party other than (j) the Owner (except temporarily during development and testing in a non-live environment) or (k) an agent of the Owner acting on the Owner's behalf and using that client solely to advertise the Owner's own products and services.

"Custom" means that all rights (including license rights) in the source and object code of the End-Advertiser-Only AdWords API Client, except for standard software APIs, modules, functions and libraries originally developed for creating or running software applications not related to Google, (collectively the "Custom Portion" of the client) are owned and held solely by the Owner. A "Complete Sale" is a transaction in which: (y) the entire rights (including any license rights) to the Custom Portion of the End-Advertiser-Only AdWords API Client are transferred to a new Owner; and (z) the prior Owner destroys and no longer uses any copies of the Custom Portions of the client code still in its possession.

"Third Party" means a party other than Google or you and includes without limitation any database, software or service owned by or under the control of a party other than Google or you.

II. AdWords API Use

1. Permission to Use. You may use the AdWords API to access Google only in accordance with the terms and conditions of this AdWords API Agreement. You must use the same Developer Token, and only one Developer Token, at all times. Each corporate entity of a company, whether an affiliate of any other corporate entity or not, must use its own Developer Token if it uses the AdWords API.

2. Non-Compliant AdWords API Clients. You shall not use an AdWords API Client that violates this AdWords API Agreement.

3. AdWords API Report Data.

1. Transfer of AdWords API Report Data. You shall not sell, redistribute, sublicense or otherwise disclose or transfer to any Third Party all or any portion of AdWords API Report Data (except that you may disclose the AdWords API Report Data from a particular account to the owner of that account).

2. Developer Token. You take responsibility for any and all use of the AdWords API using your Developer Token, if obtained directly or indirectly from you.

3. Security. You shall use all reasonable efforts to keep all AdWords API Data in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All data transfer using the AdWords API must be secured using at least 128 Bit SSL encryption, or for transmissions directly with Google, at least as secure as the protocol being accepted by the AdWords API servers.

4. Data Collection. Except as expressly permitted by Google under a Google product or service feature, you shall not use any automated means (for example scraping or robots) other than the AdWords API to access, query or otherwise collect Google-related information from Google, the AdWords Program or any website owned or operated by Google or a Google partner site that displays Google advertising (collectively "Google Scraping").

4. Google Monitoring. You acknowledge that Google may monitor any AdWords API activity for the purpose of ensuring quality, improving Google products and services and compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from Google your AdWords API activity. Google may use any technical means to overcome such interference.

1. Permission to Use. You may use the AdWords API and AdWords API Specifications to develop and distribute an AdWords API Client only in accordance with the terms and conditions of this AdWords API Agreement. For example, any AdWords API Clients you use, develop or distribute must meet the criteria set forth in this Section III.

2. AdWords API Clients.

1. Account Data. The AdWords API Client must neither enable nor allow any party to access or use any data obtained through Google Scraping. The AdWords API Client must neither enable nor allow any party to access or use the account, passwords, AdWords API Data or any other account information of a party other than the then-current end-user (which includes parties acting on an end-user's behalf and authorized by that end-user to do so).

2. Aggregate Information. Notwithstanding anything to the contrary in this AdWords API Agreement, AdWords API Clients may only use or transfer AdWords API Data as expressly allowed in Section III of this API Agreement and, except in the case of a disclosure of account information to that account owner, only if all the data is in aggregate form that cannot be correlated to specific users or accounts.

3. Co-Mingling of Campaign Management Data. This Section III(2)(c) does not apply to End-Advertiser-Only AdWords API Clients.

1. Inputs Fields. The AdWords API Client must not show in the same area of a page, or otherwise visually or functionally associate, any input fields for collecting or transmitting AdWords API Campaign Management Data with the content of Third Parties or input fields for collecting or transmitting data to Third Parties. For example, an AdWords API Client must not (a) use the same input field or button to collect or use data that will be used as both AdWords API Campaign Management Data and also as data or instructions for a campaign on a Third Party advertising network, or (b) use input fields or buttons to collect or use data for AdWords API Campaign Management Data which are visually adjacent to input fields or buttons that are used to collect or use data or instructions for a campaign on a Third Party advertising network.

2. Functional Separation. Any information collected from an input field used to collect AdWords API Campaign Management Data may be used only to manage and report on AdWords accounts. Similarly, any information or data used as AdWords API Campaign Management Data must have been collected from an input field used only to collect AdWords API Campaign Management Data. For example, the AdWords API Client may not offer a functionality that copies data from a non-AdWords account into an AdWords account or from an AdWords account to a non-AdWords account.

3. Campaign Management Data Storage. All AdWords API Campaign Management Data must be stored separate from Third Party advertising network data. Additionally, AdWords API Campaign Management Data may not be stored in a manner that is associated (through relational data structures, links or otherwise) with Third Party advertising network data.

4. Co-Mingling of Reporting Data. AdWords API Report Data may be displayed in the same area of the screen as, or adjacent to, non-Google data for the then-current end user, as long as it is labeled as Google data. Also, an AdWords API Client may display aggregated data that is calculated in part or in whole based on data or information from a Third Party. This Section III(2)(d) does not apply to End-Advertiser-Only AdWords API Clients, except that all AdWords API Clients may not display non-Google data in a manner that would lead any person to reasonably attribute such data to Google or an AdWords account.

5. Delayed Data. The AdWords API Client shall prominently disclose in the AdWords API Client the extent to which any displayed AdWords information is on delay in relation to information available in the AdWords system if such delay is in excess of 1 hour.

6. Full Campaign Management Functionality. All AdWords API Clients must expose at least as much campaign management functionality as is available in both the AdWords API and the standard AdWords Web-based user interface of any version of AdWords during the 3 months preceding use, for the general functions being affected by the AdWords API Client (which must include, without limitation, giving the end-user the ability to make calls to all parameters made available by the AdWords API Specifications for that particular functionality). For example, if a particular AdWords API Client enables bid-management, all aspects of AdWords bid management and all API calls related to AdWords bidding must be enabled and exposed by that client within 3 months after those functionalities are available in both the AdWords API and the standard AdWords Web-based user interface. If an AdWords API Client is capable of conducting any campaign management, then it must do so for all available AdWords ad media formats available at the time of use. This Section III(2)(f) does not apply to End-Advertiser-Only AdWords API Clients.

7. Security. Each AdWords API Client must have adequate protections in order to keep secure and prevent the interception of all AdWords API Data, Application Tokens and Developer Tokens. All such information must be kept in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All AdWords API Clients must transmit data with a protocol at least as secure as 128 Bit SSL encryption, or for transmissions directly to Google, at least as secure as the protocol being accepted by the AdWords API servers.

8. Data Collection. The AdWords API Client must not enable Google Scraping or accept data from Google Scraping.

9. Personally Identifiable Information. The AdWords API Client must not collect personally identifiable information of any party unless it first informs the user about the types of information being collected and how that information may be used and then obtains the user's express permission for those uses.

10. Compliance with Law. The AdWords API Client must comply with all applicable government laws, rules and regulations and any Third Party's rights and must not operate in a manner that is, or that a user of the AdWords API Client would reasonably consider, deceptive, unethical, false or misleading.

11. Duty not to Interfere. The AdWords API Client must not interfere or attempt to interfere in any manner with the proper working of the AdWords API. Each AdWords API Client must pass its assigned Application Token to Google as outlined in the AdWords API Specification. You must not replace or modify the Application Token in any AdWords API Client except that you may replace the Application Token after modifying a client if expressly permitted by the API Specifications or otherwise in writing by Google.

12. Google Monitoring. The AdWords API Client must not, and must not attempt to, interfere with Google monitoring of AdWords API activity or otherwise obscure from Google AdWords API activity. Google may use any technical means to overcome such interference, including without limitation suspending or terminating access of the AdWords API Client.

3. API Client Branding.

1. Logo Use. Unless otherwise agreed in writing by Google, this AdWords API Agreement does not grant you any rights to use or display Google logos or trademarks or any other rights to Google Brand Features (defined below), except that you may textually refer to Google in your AdWords API Client as required and consistent with this AdWords API Agreement. If you desire to gain permission to use a Google Logo in your AdWords API Client, you should send an email to adwordsapi-program@google.com complete with a screenshot of each and every logo use or display in your AdWords API Client. Unless expressly stated otherwise in the permission, any permission granted by Google in response to that email is a permission only with respect to the exact usage and display set forth in your screenshots. If Google grants such permission, you would have a non-exclusive worldwide license to display the AdWords Logo as set forth in your screenshots and only in an AdWords API Client that complies with the terms of this AdWords API Agreement.

2. Brand Feature Rules. Google may withdraw any license to any Google Brand Features at any time for any or no reason. You shall not alter Brand Features in any way at any time (for example, changing color or size) without Google's prior written permission. You shall not display Brand Features on, or associate Brand Features with, any "adult content" or illegal content. Goodwill in the Brand Features will inure only to Google's benefit and you obtain no rights with respect to any of them. You irrevocably assign and must assign to Google any right, title and interest that you obtain in any of Google's Brand Features. You must not at any time challenge or assist others to challenge Brand Features or their registration (except to the extent you can't give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to Google's. "Brand Features" means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of Google, including without limitation the AdWords Logos.

IV. The AdWords APIs in General

1. Payment for Usage.

1. Rates and Units. The number of quota units consumed by each type of AdWords API operation is set forth on the Google AdWords API rate card located at http://www.google.com/support/adwordsapi/bin/answer.py?answer=37445. "Quota Charges" means amount charged per quota unit consumed. You shall pay to Google all Quota Charges per month, as set forth on the Google AdWords API rate card set forth at http://www.google.com/support/adwordsapi/bin/answer.py?answer=37445. You are responsible for any AdWords API operations in connection with your Developer Token.

2. Pricing Changes.

1. New Features. For newly available AdWords API operations, Google may set both the Quota Charges per quota unit and the number of quota units consumed by those new AdWords API operations at any time by notifying you or posting such pricing changes to Google's rate card at http://www.google.com/support/adwordsapi/bin/answer.py?answer=37445.

2. Existing Features. Adjustment to Google's rate-card for the number of quota units consumed by any existing AdWords API operations will take effect any time 15 days after notice to you. Any changes to Quota Charges per quota unit will take effect any time at least 30 days after notice to you.

3. Payment Terms. You shall pay all charges in U.S. Dollars, unless otherwise set forth between you and Google in writing, by (a) prepayment, (b) upon invoice due date, or (c) any other method accepted by Google for AdWords API payments. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for (y) any taxes, government charges, and (z) reasonable expenses and attorneys fees Google incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the invoice date (this does not affect your credit card issuer rights). Charges are solely based on Google's measurements of quota usage. Nothing in these terms may obligate Google to extend credit to any party.

2. NO GUARANTEED ACCESS.

1. Experimental Product and Program. You acknowledge and agree that the availability of the AdWords API, and the terms upon which it is available, are continually under experimentation. You acknowledge and agree that this AdWords API Agreement does not create any estopple, or other right to rely upon continued AdWords API access, and you hereby waive, and agree not to assert, any such claims against Google under contract LAW or any other legal theory.

2. No Continued Access OR STANDARD. YOU ACKNOWLEDGE AND AGREE THAT Google may suspend or terminate your access to the AdWords API, OR CHANGE ANY OF THE ADWORDS API SPECIFICATIONS, PROTOCOLS OR METHODS OF ACCESS for any or no reason and will bear no liability for such decisionS. It is solely your responsibility at all times to backup your data AND to be prepared to manage your accounts and conduct your business without access to the AdWords API.

3. No Service Level. GOOGLE DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE ADWORDS API WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.

3. Inspection for Compliance.

1. User-Interface Inspection. You agree that Google may inspect your AdWords API Client user interfaces up to 3 times per calendar year. Any such inspection must be during normal business hours. You must allow Google to visit your place of business, or inspect your AdWords API Client in some other manner agreed between you and Google, within 7 days after notice from Google that Google desires to inspect your AdWords API Client interfaces. Google's inspection shall consist only of a thorough walk-through with Google of each screen in your AdWords API Clients on which AdWords API Data is displayed or inputted. At the conclusion of such inspection, you shall provide Google with a signed certification that you showed Google all such screens.

2. Systems Inspection. In addition to Google's rights under Section IV(3)(a), at Google's expense (except as set forth below) Google may appoint (subject to the below) a Third Party inspector (the "Inspector") for a systems inspection, only as set forth in this section, of your AdWords API Use. The Inspector must sign a nondisclosure agreement protecting your confidential information. The Inspector may, upon reasonable notice and during normal business hours, but no more often than 3 times each calendar year, inspect only those of your systems (including without limitation interfaces, protocols, backend systems, databases etc...) relating to your AdWords API Client for the sole purpose of determining compliance with this AdWords API Agreement. The Inspector may report to Google only whether or not you and your AdWords API Client are in compliance with this AdWords API Agreement, but if the Inspector reports non-compliance, then the Inspector may disclose to Google the specifics only of the non-compliance. In the event that an inspection reveals material non-compliance with this AdWords API Agreement, then you shall pay to Google the reasonable charges of the Inspector. You may object to Google's choice of Inspector, but only to the extent you reasonably believe the Inspector is your competitor or is not qualified to conduct such an inspection, in which case you shall cooperate with Google in good faith to appoint an appropriate Inspector within 3 business days.

4. Client Software Principles. Your development and distribution of any software application that accesses Google, including without limitation your development or distribution of any AdWords API Client, must at all times comply with the software principles set forth at http://www.google.com/corporate/software_principles.html.

5. Compliance with Law and Policies. You are responsible for complying with all applicable government laws, rules and regulations, all Third Party rights and all Google policies. You shall not use the AdWords API in a manner that violates such laws, rules and regulations, Third Parties' rights or any Google policies or in a manner that is deceptive, unethical, false or misleading.

6. Duty not to Interfere. You shall not interfere or attempt to interfere in any manner with the proper working of the AdWords API.

7. Usage and Quotas. Google may, in its sole discretion, set a quota on your AdWords API usage based on, among other things, the AdWords spend history of the accounts under management by your Developer Token.You shall not attempt to exceed automated use-quota restrictions.

8. No Implied Rights. Other than expressly granted herein, this AdWords API Agreement does not grant either party any intellectual property or other propriety rights. You hereby release and covenant not to sue Google and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the AdWords API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the AdWords API. As between you and Google, Google and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the AdWords API Specifications, all Google websites and all Google services and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein.

9. Non-exclusive. This AdWords API Agreement is a non-exclusive agreement. You acknowledge that Google may be developing and may develop products or services that may compete with this AdWords API, AdWords API Clients or any other products or services.

10. Third Party Opt Out. You must, at all times, provide to any customers for whose accounts you are accessing through the AdWords API the ability to easily and quickly (no longer than 3 business days after customer notice to you) disassociate their AdWords campaigns from your services and Developer Tokens and regain exclusive control of their AdWords accounts.

11. Indemnification. You shall indemnify, defend and hold Google, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") arising out of or related to any act or omission by you in using the Google AdWords API, or relating to the development, operation, maintenance, use and contents of an AdWords API Client, including but not limited to any infringement of any third-party proprietary rights. At Google's option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Google may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without Google's prior written consent).

12. Termination. Any licenses contained in this AdWords API Agreement will terminate automatically without notice if you fail to comply with any provision of this AdWords API Agreement. Google reserves the right to terminate this Agreement or discontinue the AdWords API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the AdWords API or distributing or developing AdWords API Clients and delete all AdWords API Specifications in your possession or control (including without limitation from your AdWords API Client and your servers). The provisions of Sections I, II(2)-(4), III(2), III(3)(b), IV(2) and IV(5)-(16) will survive any termination of this AdWords API Agreement and will continue to bind you in accordance with their terms.

13. Modification. Google may modify any of the terms and conditions contained in this API Agreement, at any time and in its sole discretion, by posting a change notice to your account, changing the agreement linked from the AdWords FAQ, emailing the email address of your AdWords account or Developer Token account or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE ADWORDS API, CONTINUED POSSESSION OF A COPY OF THE ADWORDS API SPECIFICATIONS OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF AN ADWORDS API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. Disclaimer and Limitation of Liability. GOOGLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. GOOGLE SHALL HAVE NO CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS ADWORDS API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ADDITIONALLY, GOOGLE SHALL HAVE NO DIRECT LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS ADWORDS API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT ANY OF THE ABOVE IS NOT ENFORCEABLE, GOOGLE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GOOGLE BY YOU FOR THE ADWORDS API SERVICES IN THE MONTH PRECEDING THE CLAIM. THE ADWORDS API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO GOOGLE'S USERS AND AS SUCH YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THIS SECTIon AND SECTION IV(2)) ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE MODEST FEES CHARGED BY GOOGLE.

15. Injunctive Relief. You acknowledge that the limitations and restrictions in this AdWords API Agreement are necessary and reasonable to protect Google, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of Google for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that Google will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.

16. Miscellaneous. The AdWords API Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in Santa Clara County, California. The AdWords API Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to Google by email, but any modifications by you to this AdWords API Agreement must be made in a writing executed by both parties. Any notices to Google must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. Any waiver of a provision of this AdWords API Agreement or of Google's rights or remedies must be in a writing signed by Google to be effective. Failure, neglect, or delay by Google to enforce a provision of this AdWords API Agreement or its rights or remedies, will not be construed as a waiver of Google's rights and will not in any way affect the validity of the whole or any part of this Agreement or prejudice Google's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the AdWords API Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. You and Google are not legal partners or agents, but are independent contractors.

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