These Google Inc. AdWords Program Terms ("Terms") are entered into by you and
Google Inc. ("Google") regarding the Google AdWords Program ("Program") as
further described in the Program's frequently asked questions at https://adwords.google.com/support/bin/index.py?fulldump=1
(the "FAQs") (collectively, the "Agreement"). "You" or "you" means the party
listed on the account you create and you represent you have the authority
to agree to this Agreement for that party. You represent and warrant that
you are authorized to act on behalf of, and bind to this Agreement, any third
party for which you generate ads. You hereby agree and acknowledge:
1 Policies. Program use is
subject to all applicable Google and Partner policies, including without limitation
the Editorial Guidelines (adwords.google.com/select/guidelines.html),
Google Privacy Policy (www.google.com/privacy.html) and Trademark Guidelines
(www.google.com/permissions/guidelines.html). Policies may be modified any
time. You shall direct only to Google communications regarding your ads on
Partner Properties. Some Program features are identified as "Beta," "Ad Experiment," or otherwise unsupported ("Beta Features"). Beta Features are provided "as
is" and at your option and risk. You shall not disclose to any third party
any information from, existence of or access to Beta Features. Google may modify
ads to comply with any Google Property or Partner Property policies.
2 The Program. You are solely responsible for all: (a) keywords and ad targeting
options (collectively "Targets") and all ad content and ad URLs ("Creative"),
whether generated by or for you; and (b) web sites proximately reachable from
Creative URLs and your services and products (collectively "Services"). You
shall protect your passwords and take full responsibility for your own, and
third party, use of your accounts. Ads may be placed on (y) any content or
property provided by Google ("Google Property"), and unless opted-out by you
(z) any other content or property provided by a third party ("Partner") upon
which Google places ads ("Partner Property"). Google or Partners may reject
or remove any ad or Target for any or no reason. You may independently cancel
online any campaign at any time (such cancellation is generally effective within
24 hours). Google may cancel immediately any IO, the Program or these Terms
at any time with notice (additional notice is not required to cancel a reactivated
account). Google
may modify the Program or these Terms at any time without liability and your
use of the Program after notice that Terms have changed indicates acceptance
of the Terms. Sections 1, 2, 4, 5, 6 and 7 will survive any expiration or termination
of this Agreement.
3 Prohibited Uses. You shall not, and shall not authorize any party to: (a)
generate automated, fraudulent or otherwise invalid impressions or clicks;
or (b) advertise anything illegal or engage in any illegal or fraudulent business
practice in any state or country where your ad is displayed. You represent
and warrant that (x) all your information is correct and current; (y) you hold
and grant Google and Partners all rights to copy, distribute and display your
ads and Targets ("Use"); and (z) such Use and websites linked from your ads
(including services or products therein) will not violate or encourage violation
of any applicable laws. Violation of these policies may result in immediate
termination of this Agreement or your account without notice and may subject
you to legal penalties and consequences.
4 Disclaimer and Limitation of Liability. GOOGLE DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR ANY PURPOSE. Google disclaims all guarantees regarding positioning
or the levels or timing of: (i) costs per click, (ii) click through rates,
(iii) delivery of any impressions on any Partner Property or Google Property
or sections of such properties, (iv) clicks or (v) conversions for any ads
or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER
AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a)
NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY,
PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE
LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GOOGLE BY YOU
FOR THE AD GIVING RISE TO THE CLAIM. Except for payment, neither party is liable
for failure or delay resulting from a condition beyond the reasonable control
of the party, including but not limited to acts of God, government, terrorism,
natural disaster, labor conditions and power failures.
5 Payment. You
shall be charged based on actual clicks or other billing methods you may choose
online (e.g. cost per impression). You shall pay all charges in the currency
selected by you via your online AdWords account, or in such other currency
as is agreed to in writing by the parties. Charges are exclusive
of taxes. You are responsible for paying (y) all taxes and government charges,
and (z) reasonable expenses and attorney fees Google incurs collecting late
amounts. You waive all claims relating to charges unless claimed within 60
days after the charge (this does not affect your credit card issuer rights).
Charges are solely based on Google's click measurements. Refunds (if any) are
at the discretion of Google and only in the form of advertising credit for
Google Properties. You acknowledge and agree that any credit card and related
billing and payment information that you provide to Google may be shared by
Google with companies who work on Google's behalf, such as payment processors
and/or credit agencies, solely for the purposes of checking credit, effecting
payment to Google and servicing
your account. 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 shall not
be liable for any use or disclosure of such information by such third parties.
6 Indemnification. You shall indemnify and defend Google, its Partners,
its agents, affiliates, and licensors from any third party claim or
liability (including without limitation reasonable legal fees) arising out
of your Program use, Targets, Creative and Services and breach of the
Agreement.
7 Miscellaneous. The 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 Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof. You may grant approvals, permissions and consents by email, but any
modifications by you to the Agreement must be made in a writing (not including
email) executed by both parties. Any notices to Google must be sent to: Google
Inc., AdWords Program, 1600 Amphitheatre Parkway, Mountain View, CA 94043,
USA, with a copy to Legal Department, via first class or air mail or overnight
courier, and are deemed given upon receipt. Notice to you may be effected by
sending email to the email address specified in your account, or by posting
a message to your account interface, and is deemed received when sent (for
email) or no more than 15 days after having been posted (for messages in your
AdWords interface). A
waiver of any default is not a waiver of any subsequent default. Unenforceable
provisions will be modified to reflect the parties' intention, and remaining
provisions of the Agreement will remain in full effect. You may not assign
any of your rights hereunder and any such attempt is void. Google and you and
Google and Partners are not legal partners or agents, but are independent contractors.