Google AdSense Online Terms of Service

Google AdSense Online Terms of Service


Google Adsense


Google Adsense

Google
AdSense Online Terms of Service

Last modified
2013-04-16.
1.
Welcome to
AdSense!
Thank you for your interest in
our search and advertising services (the “Services”)!
By using our Services, you
agree to these terms (the “AdSense
Terms”),
the AdSense Program
Policies
, and
the Google Branding
Guidelines
 (collectively, the
“Agreement”).
If ever in conflict, to the extent of such conflict, the AdSense Terms will
take precedence over any other terms of the Agreement. Please read the
Agreement carefully.
As used in the Agreement,
“you” or “publisher” means the individual or entity
using the Services (and/or any individual, entity or successor entity, agency
or network acting on your behalf), “we”, “us” or
“Google” means Google Asia Pacific Pte. Ltd., and the
“parties” means you and Google.
2.
Access to the
Services; AdSense Accounts
Your use of the Services is
subject to your creation and our approval of an AdSense account (an
“Account”). We have the right to refuse or
limit your access to the Services. By submitting an application to use the
Services, if you are an individual, you represent that you are at least 18
years of age. You may only have one Account.
By enrolling in AdSense, you
permit Google to serve, as applicable, (i) advertisements and other content
(“Ads”), (ii) Google search boxes and
search results and (iii) related search queries and other links to your
websites, mobile applications, media players, mobile content and/or other
properties approved by Google (each individually a “Property”).
In addition, you grant Google the right to access, index and cache the
Properties or any portion thereof, including by automated means. Google may
refuse to provide the Services to any Property.
Any Property that is a software
application and accesses our Services (a) may require preapproval by Google
in writing, and (b) must comply with Google’s Software
Principles
.
3.
Using our
Services
You may use our Services only
as permitted by this Agreement and any applicable laws. Don’t misuse
our Services. For example, don’t interfere with our Services or try to
access them using a method other than the interface and the instructions that
we provide.
You may discontinue your use of
any Service at any time by removing the relevant code from your
Properties.
4.
Changes to our
Services; Changes to the Agreement
We are constantly changing and
improving our Services. We may add or remove functionalities or features of
the Services at any time, and we may suspend or stop a Service
altogether.
We may modify the Agreement at
any time. We’ll post any modifications to the AdSense Terms on this
page and any modifications to the AdSense Program Policies or the Google
Branding Guidelines on their respective pages. Changes will not apply
retroactively and generally will become effective 30 days after they are
posted. However, changes addressing new functions for a Service or changes
made for legal reasons will be effective immediately. If you don’t
agree to any modified terms in the Agreement, you’ll have to stop using
the affected Services.
5.
Payments
Subject to this Section 5 and
Section 10 of these AdSense Terms, you will receive a payment related to the
number of valid clicks on Ads displayed on your Properties, the number of
valid impressions of Ads displayed on your Properties or other valid events
performed in connection with the display of Ads on your Properties, in each
case as determined by Google.
Except in the event of
termination, we will pay you by the end of the calendar month following any
calendar month in which the earned balance in your Account equals or exceeds
the applicable payment threshold. If you implement search Services, our
payments may be offset by any applicable fees for such Services.
Unless expressly authorised in
writing by Google, you may not enter into any type of arrangement with a
third party where that third party receives payments made to you under the
Agreement or other financial benefit in relation to the Services.
Payments will be calculated
solely based on our accounting. Payments to you may be withheld to reflect or
adjusted to exclude any amounts refunded or credited to advertisers and any
amounts arising from invalid activity, as determined by Google in its sole
discretion. Invalid activity is determined by Google in all cases and
includes, but is not limited to, (i) spam, invalid queries, invalid
impressions or invalid clicks on Ads generated by any person, bot, automated
program or similar device, including through any clicks or impressions
originating from your IP addresses or computers under your control; (ii)
clicks solicited or impressions generated by payment of money, false
representation or requests for end users to click on Ads or take other
actions; (iii) Ads served to end users whose browsers have JavaScript
disabled and (iv) clicks or impressions co-mingled with a significant amount
of the activity described in (i, ii and iii) above.
In addition to our other rights
and remedies, we may (a) withhold and offset any payments owed to you under
the Agreement against any fees that you owe us under the Agreement or any
other agreement, or (b) require you to refund us within 30 days of any
invoice, any amounts we may have overpaid to you in prior periods. If you
dispute any payment made or withheld relating to the Services, you must
notify Google in writing within 30 days of any such payment. If you do not,
any claim relating to the disputed payment is waived. If an advertiser whose
Ads are displayed on any Property defaults on payment to Google, we may
withhold payment or charge back your account.
To ensure proper payment, you
are responsible for providing and maintaining accurate contact and payment
information in your Account. You are responsible for any charges assessed by
your bank or payment provider.
6. Taxes
As between you and Google,
Google is responsible for all taxes (if any) associated with the transactions
between Google and advertisers in connection with Ads displayed on the
Properties. You are responsible for all taxes (if any) associated with the
Services, other than taxes based on Google’s net income. All payments
to you from Google in relation to the Services will be treated as inclusive
of tax (if applicable) and will not be adjusted. If Google is obligated to
withhold any taxes from its payments to you, Google will notify you of this
and will make the payments net of the withheld amounts. Google will provide
you with original or certified copies of tax payments (or other sufficient
evidence of tax payments) if any of these payments are made by
Google.
7.
Intellectual
Property; Brand Features
Other than as set out expressly
in the Agreement, neither party will acquire any right, title or interest in
any intellectual property rights belonging to the other party or to the other
party’s licensors.
If Google provides you with
software in connection with the Services, we grant you a non-exclusive,
non-sublicensable licence for use of such software. This licence is for the
sole purpose of enabling you to use and enjoy the benefit of the Services as
provided by Google, in the manner permitted by the Agreement. You may not
copy, modify, distribute, sell or lease any part of our Services or included
software, nor may you reverse engineer or attempt to extract the source code
of that software, unless laws prohibit those restrictions or you have our
written permission. 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.
We grant you a non-exclusive,
non-sublicensable licence to use Google’s trade names, trademarks,
service marks, logos, domain names and other distinctive brand features
(“Brand
Features”) solely
in connection with your use of the Services and in accordance with the
Agreement and the Google Branding Guidelines. We may revoke this licence at
any time. Any goodwill arising from your use of Google’s Brand Features
will belong to Google.
We may include your name and
Brand Features in our presentations, marketing materials, customer lists and
financial reports.
8.
Privacy
Our privacy policy explains how we treat your personal data
and protect your privacy when you use our Services. By using our Services,
you agree that Google can use such data in accordance with our privacy
policy.
You will ensure that at all
times you use the Services, the Properties have a clearly labelled and easily
accessible privacy policy that provides end users with clear and
comprehensive information about cookies, device-specific information,
location information and other information stored on, accessed on, or
collected from end users’ devices in connection with the Services,
including, as applicable, information about end users’ options for
cookie management. You will use commercially reasonable efforts to ensure
that an end user gives consent to the storing and accessing of cookies,
device-specific information, location information or other information on the
end user’s device in connection with the Services where such consent is
required by law.
9.
Confidentiality
You agree not to disclose
Google Confidential Information without our prior written consent.
“Google
Confidential Information” includes: (a) all Google software,
technology and documentation relating to the Services; (b) click-through
rates or other statistics relating to Property performance as pertaining to
the Services; (c) the existence of, and information about, beta features in a
Service and (d) any other information made available by Google that is marked
confidential or would normally be considered confidential under the
circumstances in which it is presented. Google Confidential Information does
not include information that you already knew prior to your use of the
Services, that becomes public through no fault of yours, that was
independently developed by you, or that was lawfully given to you by a third
party. Notwithstanding this Section 9, you may accurately disclose the amount
of Google’s gross payments resulting from your use of the
Services.
10. Termination
You may terminate the Agreement
at any time by completing the account cancellation
process
. The
Agreement will be considered terminated within 10 working days of Google’s
receipt of your notice. If you terminate the Agreement and your earned
balance equals or exceeds the applicable threshold,
we will pay you your earned balance within approximately 90 days after the
end of the calendar month in which the Agreement is terminated. Any earned
balance below the applicable threshold will
remain unpaid.
Google may at any time
terminate the Agreement, or suspend or terminate the participation of any
Property in the Services for any reason. The parties agree to waive any
provisions of local law which may limit, restrict, require a court order or
otherwise inhibit Google’s ability to terminate this Agreement at its
sole discretion. If we terminate the Agreement due to your breach or due to
invalid activity, we may withhold unpaid amounts or charge back your account.
If you breach the Agreement or Google suspends or terminates your Account,
you (i) will not be allowed to create a new Account and (ii) may not be
permitted to monetise content on other Google products.
11.  Indemnity
You agree to indemnify and
defend Google, its affiliates, agents and advertisers from and against any
and all third-party claims and liabilities arising out of or related to the
Properties, including any content served on the Properties that is not
provided by Google, your use of the Services, or your breach of any term of
the Agreement. Google’s advertisers are third-party beneficiaries of
this indemnity.
12. Representations;
Warranties; Disclaimers
You represent and warrant that
(i) you have full power and authority to enter into the Agreement; (ii) you
are the owner of, or are legally authorized to act on behalf of the owner of,
each Property; (iii) you are the technical and editorial decision maker in
relation to each Property on which the Services are implemented and that you
have control over the way in which the Services are implemented on each
Property; (iv) Google has never previously terminated or otherwise disabled
an AdSense account created by you due to your breach of the Agreement or due
to invalid activity; (v) entering into or performing under the Agreement will
not violate any agreement that you have with a third party or any third-party
rights and (vi) all of the information provided by you to Google is correct
and current.
OTHER THAN AS EXPRESSLY SET OUT
IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR
EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE
SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY,
RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH
SERVICE “AS IS”.
TO THE EXTENT PERMITTED BY LAW,
WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY
DISCLAIM THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT SUCH STATUTORY WARRANTIES
OR CONDITIONS APPLY AND CANNOT BE EXCLUDED, TO THE EXTENT TO WHICH GOOGLE IS
ALLOWED, GOOGLE LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE
WARRANTIES OR CONDITIONS TO, AT GOOGLE’S OPTION, THE SUPPLYING OF THE
SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED
AGAIN.
Nothing in this Agreement,
including Sections 11, 12 and 13, shall exclude or limit Google’s
warranty or liability for losses which may not be lawfully excluded or
limited by applicable law. Some jurisdictions do not allow the exclusion of
certain warranties or conditions or the limitation or exclusion of liability
for loss or damage caused by negligence, breach of contract or breach of
implied terms or incidental or consequential damages. Accordingly, only the
limitations which are lawful in your jurisdiction will apply to you and
Google’s liability will be limited to the maximum extent permitted by
law.
13. Limitation of
Liability
TO THE EXTENT PERMITTED BY LAW,
EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY
INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY
INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE
LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE DAMAGES OR LOSSES AND EXPENSES WHETHER IN CONTRACT, TORT
OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR LOSSES AND EXPENSES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) EACH PARTY’S AGGREGATE
LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND
RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING
THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each
party acknowledges that the other party has entered into the Agreement
relying on the limitations of liability stated herein and that those
limitations are an essential basis of the bargain between the
parties.
14. Miscellaneous
Entire
Agreement; Amendments.  The Agreement is our entire agreement
relating to your use of the Services and supersedes any prior or
contemporaneous agreements on that subject. This Agreement may be amended (i)
in a writing signed by both parties that expressly states that it is amending
the Agreement, or (ii) as set forth in Section 4, if you keep using the
Services after Google modifies the Agreement.
Assignment.
You may not assign or transfer any of your rights under the
Agreement.
Independent
Contractors.  The parties are independent
contractors and the Agreement does not create an agency, partnership or joint
venture.
No
Third-Party Beneficiaries. Other than as set forth in Section 11, this
Agreement does not create any third-party beneficiary rights.
No
Waiver.  Other than
as set forth in Section 5, the failure of either party to enforce any
provision of the Agreement will not constitute a waiver.
Severability.
If it turns out that a particular term of the Agreement is not enforceable,
the balance of the Agreement will remain in full force and effect.
Survival.
Sections 7, 9, 10,
11, 13 and 14 of these AdSense Terms will survive termination.
Governing
Law; Venue.  All
claims arising out of or relating to this Agreement or the Services will be
governed by California law, excluding California’s conflict of laws
rules. The parties will try in good faith to settle any dispute relating to
the Agreement (“Dispute”) within 30 days after such Dispute
arises. If the Dispute is not resolved within 30 days, it must be resolved by
arbitration by the International Centre for Dispute Resolution of the
American Arbitration Association and conducted in accordance with its
Expedited Commercial Rules in force as of the date of the Agreement. There
will be one arbitrator selected by mutual agreement of the parties. The
arbitration will be conducted in English in Santa Clara County, California,
USA. Either party may apply to any court having jurisdiction for injunctive
relief necessary to protect its rights pending resolution of the arbitration.
Any decision rendered by the arbitrator will be final and binding on the
parties, and judgment thereon may be entered by any court of competent
jurisdiction. The arbitrator may order equitable or injunctive relief
consistent with the remedies and limitations in the Agreement. All
information disclosed in connection with the arbitration, including the
existence of the arbitration, will be Confidential Information governed by
the confidentiality provision of Section 9. The parties may, however,
disclose such information to an appropriate court under confidentiality
restrictions, as necessary to seek enforcement of any arbitration award or
judgment or to seek any relief permitted under the terms hereof.
Force
Majeure.  Neither
party will be liable for inadequate performance to the extent caused by a
condition (for example, natural disaster, act of war or terrorism, riot,
labour condition, governmental action and Internet disturbance) that was
beyond the party’s reasonable control.
Communications.
In connection with
your use of the Services, we may contact you regarding service announcements,
administrative messages and other information. You may opt out of some of
those communications in your Account settings. For information about how to
contact Google, please visit our contact page.
*
*
*
15. Service-Specific
Terms
If you choose to implement any
of the following Services on a Property, you also agree to the additional
terms identified below:
Custom Search
Engine: the Custom Search Engine Terms of
Service
.

 

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