1.
Welcome to AdSense!
Thanks 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 authorized 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 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 license for use of such software. This license 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. Other
than distributing content via the AdMob SDK, 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 license 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 license 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 labeled 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 business 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 monetize 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 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 NONINFRINGEMENT, 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, labor 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.
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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:
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