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, f
or 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.
