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 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.
- Program Participation.Participation in the
Program is subject to Google prior approval and Your
continued compliance with the Program Policies ("Program
Policies"), located at
https://www.google.com/adsense/policies, 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 third party and/or Google provided
advertisements (such Google-served advertisements,
collectively, "Ads"), related Google
queries and/or Ad search box (collectively, "Links"),
and Google Web and/or Site search results (collectively,
"Search Results") in connection with the
Web site(s) that You designate (each a "Site")
using Google's advertising serving and search
technology. 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).
- Implementation and Operation of Ads and Search
Results. 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, and Google Brand Features (as
defined in Section 12 below) in connection with Your
Site(s), 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). If You
have elected to receive Search Results, You will display
on Your Site(s) a Google search box (a "Search Box")
in accordance with the specifications provided by
Google. Each Web page(s) that contains a Search Box must
also contain other content related to Your Site. 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 Site(s). You will send any and all
queries (without editing, modifying, or filtering 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
hosted by Google, the format, look and feel of which may
be modified by Google from time to time. All
content-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 Site(s) 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 Site(s), but You acknowledge and
agree that Ads and/or Links: (a) shall only be displayed
in connection with the Site(s), each of which is subject
to review and approval by Google in its discretion at
any time; and (b) shall be subject to the placement
guidelines set forth herein. In addition, You agree that
while You may display more than one (1) Ad Unit on each
Site Web page, You shall not display any Ad Unit on a
page that contains Ads associated with another Google
AdSense customer (e.g., Your Web hosting company),
unless authorized to do so by Google or such other
AdSense customer, if authorized. You agree not to
display on the same Web page in connection with which
any Ad Unit, Ad, Link, or Search Box is displayed (a "Serviced
Page") any advertisement(s) that an end user of
Your Site(s) would reasonably confuse with a Google
advertisement or otherwise associate with Google. If You
have elected to receive content-based Ads, You further
agree not to display on any Serviced Page any non-Google
content-targeted advertisement(s). If You have elected
to receive Search Results on any Site(s), You agree that
Google will be the exclusive provider of Internet search
services on such Site(s). 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). Google may also include in certain services
features which are unsupported under Google's then
current technical documentation. Such features are
provided "as is" and Your use of them shall be
undertaken solely at Your own risk.
- 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 Site(s).
- Parties' Responsibilities. You are solely
responsible for the Site(s), 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
or Search Results, or any engagement in any activity
prohibited by this Agreement. Google is not responsible
for anything related to Your Site(s), including without
limitation the receipt of queries from end users of Your
Site(s) or the transmission of data between Your Site(s)
and Google. In addition, Google shall not be obligated
to provide notice to You in the event that Ads, Links
and/or Search Results are not being displayed properly
to end users of the Site(s).
- Prohibited Uses. You shall not, and shall not
authorize or encourage any third party to: (i) directly
or indirectly generate queries, impressions of or clicks
on any Search Results, Links and/or Ad(s) 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 or
change the order of the information contained in any Ad,
Link, Ad Unit, or Search Result, or remove, obscure or
minimize any Ad, Link, Ad Unit, or Search Result in any
way; (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") or any Google-hosted Web page that
contains Ads and/or Search Results ("Search
Results Page"); (iv) redirect an end user away
from any Advertiser Page or Search Results Page, provide
a version of the Advertiser Page or Search Results Page
that is different from the page an end user would access
by going directly to the Advertiser Page or the
applicable Search Results Page, intersperse any content
between the Ad and the Advertiser Page or between the
page containing the Search Box and the Search Results
Page, otherwise provide anything other than a direct
link from an Ad to an Advertiser Page or from the page
containing the Search Box to the Search Results Page;
(v) display any Ad(s) or Link(s) on any error page, on
any registration or "thank you" page (e.g., a page that
thanks a user after he/she has registered with the
applicable Web site), on any chat page, in any email, or
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 or Search Results through or from,
or otherwise incorporate the Ads, Links or Search
Results in, any software application, Web site or other
means other than Your Site(s), and then only to the
extent expressly permitted by this Agreement (e.g.,
while Search Results may be indirectly accessed from
Your Site(s), they may only be displayed on the
appropriate Google-hosted Web page); (vii) "crawl",
"spider", index or in any non-transitory manner store or
cache information obtained from any Search Results,
Links and/or Ad(s) or any part, copy or derivative
thereof, or (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), or 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.
- 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, and/or Search Boxes on any Site
in the Program with or without cause at any time by
removing the Google JavaScript or similar programming
from Your Sites. 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 Site 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 (as
measured by Google) for a period of two (2) months or
more. Upon termination of participation of any Site in
the Program or termination of this Agreement for any
reason, Sections 3, 6 through 10, and 14 through 17
shall survive termination.
- 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
Site 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.
- No Guarantee. Google makes no guarantee
regarding the level of impressions of or clicks on any
Ad, the timing of delivery of such impressions and/or
clicks, or the amount of any payment to be made to You
under this Agreement.
- No Warranty. GOOGLE MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH
RESPECT TO ADVERTISING, LINKS, SEARCH, 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 NON-GOOGLE
CONTENT, GOOGLE SHALL NOT HAVE ANY LIABILITY IN
CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS AND
SEARCH RESULTS.
- 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.
- Payment. You shall receive a payment related
to the number of valid clicks on Ads displayed in
connection with Your Site(s) 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 are running on Your
Site and/or 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 or invalid clicks 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 or (ii) solicited by
payment of money, false representation or request for
end users to click on Ads; (b) Ads delivered to end
users whose browsers have JavaScript disabled; (c) Ads
benefiting charitable organizations and other
placeholder or transparent Ads that Google may deliver;
(d) Google advertisements for its own products and/or
services; or (e) 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 Site(s) 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 contact and 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 Sites managed by You that
require separate payments) unless expressly authorized
in writing by Google (including by electronic mail).
- Publicity. You agree that Google may use Your
name and logo in presentations, marketing materials,
customer lists, financial reports and Web site listings
of customers. 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).
- 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 Site or that You
are legally authorized to act on behalf of the owner of
such Site(s) for the purposes of this Agreement and the
Program; and (c) You have all necessary right, power and
authority to enter into this Agreement and to perform
the acts required of You hereunder. You further
represent and warrant that each Site 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.
- 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 Site(s), and/or Your
breach of any term of this Agreement.
- 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, and Brand
Features, and excluding items licensed by Google from
third parties), 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
and/or Search Results, if 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.
- 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
Site 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 Site-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 Site(s), or any portion thereof, including
by automated means including Web spiders or crawlers.
- 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.
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