These Google Inc. Advertising Program Terms ("Terms")
are entered into by, as applicable, the customer signing these Terms or any
document that references these Terms or that accepts these Terms electronically
("Customer") and Google Inc. ("Google").
These Terms govern Customer's participation in Google's advertising program(s)
("Program") and, as applicable, any insertion
orders or service agreements ("IO") executed by
and between the parties and/or Customer's online management of any advertising
campaigns. These Terms and any applicable IO are collectively referred to
as the "Agreement." Google and Customer 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),
and Google and Partner ad specification requirements (collectively, "Policies").
Policies may be modified at any time. Customer shall direct only to
Google communications regarding Customer ads on Partner Properties. Some
Program features are identified as "Beta," "Ad
Experiment," or otherwise unsupported ("Beta Features").
To the fullest extent permitted by law, Beta Features are provided "as
is" and at Customer's option and risk. Customer shall not disclose
to any third party any information from Beta Features, existence of non-public
Beta Features or access to Beta Features. Google may modify ads to comply
with any Policies.
2 The Program. Customer is
solely responsible for all: (a) ad targeting options and keywords (collectively "Targets")
and all ad content, ad information, and ad URLs ("Creative"),
whether generated by or for Customer; and (b) web sites, services and landing
pages which Creative links or directs viewers to, and advertised services
and products (collectively "Services"). Customer
shall protect any Customer passwords and takes full responsibility for Customer's
own, and third party, use of any Customer accounts. Customer understands
and agrees that ads may be placed on (y) any content or property provided
by Google ("Google Property"), and, unless Customer
opts out of such placement in the manner specified by Google, (z) any other
content or property provided by a third party ("Partner")
upon which Google places ads ("Partner Property"). Customer
authorizes and consents to all such placements. With respect to AdWords
online auction-based advertising, Google may send Customer an email notifying
Customer it has 72 hours ("Modification Period")
to modify keywords and settings as posted. The account (as modified by Customer,
or if not modified, as initially posted) is deemed approved by Customer in
all respects after the Modification Period. Customer agrees that all
placements of Customer's ads shall conclusively be deemed to have been approved
by Customer unless Customer produces contemporaneous documentary evidence
showing that Customer disapproved such placements in the manner specified
by Google. With respect to all other advertising, Customer must provide Google
with all relevant Creative by the due date set forth in that Program's applicable
frequently asked questions at www.google.com ("FAQ")
or as otherwise communicated by Google. Customer grants Google permission
to utilize an automated software program to retrieve and analyze websites
associated with the Services for ad quality and serving purposes, unless
Customer specifically opts out of the evaluation in a manner specified by
Google. Google may modify any of its Programs at any time without liability.
Google also may modify these Terms at any time without liability, and Customer's
use of the Program after notice that these Terms have changed constitutes
Customer's acceptance of the new Terms. Google or Partners may reject or
remove any ad or Target for any or no reason.
3 Cancellation. Customer
may cancel advertising online through Customer's account if online cancellation
functionality is available, or, if not available, with prior written notice
to Google, including without limitation electronic mail. AdWords online
auction-based advertising cancelled online will cease serving shortly after
cancellation. The cancellation of all other advertising may be subject
to Program policies or Google's ability to re-schedule reserved inventory
or cancel ads already in production. Cancelled ads may be published
despite cancellation if cancellation of those ads occurs after any applicable
commitment date as set forth in advance by the Partner or Google, in which
case Customer must pay for those ads. Google may cancel immediately
any IO, any of its Programs, or these Terms at any time with notice, in which
case Customer will be responsible for any ads already run.
Sections 1, 2, 3, 5, 6, 7, 8, and 9 will survive any expiration or termination of this Agreement.
4 Prohibited Uses; License Grant; Representations
and Warranties. Customer shall not, and shall not authorize any
party to: (a) generate automated, fraudulent or otherwise invalid impressions,
inquiries, conversions, clicks or other actions; (b) use any automated means
or form of scraping or data extraction to access, query or otherwise collect
Google advertising related information from any Program website or property
except as expressly permitted by Google; or (c) advertise anything illegal
or engage in any illegal or fraudulent business practice. Customer
represents and warrants that it holds and hereby grants Google and Partners
all rights (including without limitation any copyright, trademark, patent,
publicity or other rights) in Creative, Services and Targets needed for Google
and Partner to operate Programs (including without limitation any rights
needed to host, cache, route, transmit, store, copy, modify, distribute,
perform, display, reformat, excerpt, analyze, and create algorithms from
and derivative works of Creative or Targets) in connection with this Agreement
("Use"). Customer represents and warrants
that (y) all Customer information is complete, correct and current; and (z)
any Use hereunder and Customer's Creative, Targets, and Customer's Services
will not violate or encourage violation of any applicable laws, regulations,
code of conduct, or third party rights (including without limitation intellectual
property rights). Violation of the foregoing may result in immediate
termination of this Agreement or customer's account without notice and may
subject Customer to legal penalties and consequences.
5 Disclaimer and Limitation of Liability. To
the fullest extent permitted by law, GOOGLE DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY
QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent
permitted by law, Google disclaims all guarantees regarding positioning,
levels, quality, or timing of: (i) costs per click; (ii) click through rates;
(iii) availability and delivery of any impressions, Creative, or Targets
on any Partner Property, Google Property, or section thereof; (iv) clicks;
(v) conversions or other results for any ads or Targets; (vi) the accuracy
of Partner data (e.g. reach, size of audience, demographics or other purported
characteristics of audience); and (vii) the adjacency or placement of ads
within a Program. Customer understands that third parties may generate impressions
or clicks on Customer's ads for prohibited or improper purposes, and Customer
accepts the risk of any such impressions and clicks. Customer's exclusive
remedy, and Google's exclusive liability, for suspected invalid impressions
or clicks is for Customer to make a claim for a refund in the form of advertising
credits for Google Properties within the time period required under Section
7 below. Any refunds for suspected invalid impressions or clicks are within
Google's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO
THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST
EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION
LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA
OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT,
TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) 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 CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment
obligations, neither party is liable for failure or delay resulting from
a condition beyond the reasonable control of the party, including without
limitation to acts of God, government, terrorism, natural disaster, labor
conditions and power failures.
6 Agency. Customer represents
and warrants that (a) it is authorized to act on behalf of and has bound
to this Agreement any third party for which Customer advertises (a "Principal"),
(b) as between Principal and Customer, the Principal owns any rights to Program
information in connection with those ads, and (c) Customer shall not disclose
Principal's Program information to any other party without Principal's consent.
7 Payment. Customer shall be
responsible for all charges up to the amount of each IO, or as set in an
online account, and shall pay all charges in U.S. Dollars or in such other
currency as agreed to in writing by the parties. Unless agreed to by
the parties in writing, Customer shall pay all charges in accordance with
the payment terms in the applicable IO or Program FAQ. 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. Customer is responsible
for paying (y) all taxes, government charges, and (z) reasonable expenses
and attorneys fees Google incurs collecting late amounts. To the fullest
extent permitted by law, Customer waives all claims relating to charges (including
without limitation any claims for charges based on suspected invalid clicks)
unless claimed within 60 days after the charge (this does not affect Customer's
credit card issuer rights). Charges are solely based on Google's measurements
for the applicable Program, unless otherwise agreed to in writing. To the
fullest extent permitted by law, refunds (if any) are at the discretion of
Google and only in the form of advertising credit for only Google Properties.
Nothing in these Terms or an IO may obligate Google to extend credit to any
party. Customer acknowledges and agrees that any credit card and related
billing and payment information that Customer provides 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 Customer's 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.
8 Indemnification. Customer
shall indemnify and defend Google, its Partners, agents, affiliates, and
licensors from any third party claim or liability (collectively, "Liabilities"),
arising out of Use, Customer's Program use, Targets, Creative and Services
and breach of the Agreement. Partners shall be deemed third party beneficiaries
of the above Partner indemnity.