Google AdSense Online Terms of Service
Google
AdSense Online Terms of Service
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 Programme 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 Ireland 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 Programme Policies or
the Google Branding Guidelines on their respective pages. Changes will
not apply retroactively and generally will become effective 14 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 programme 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 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 that 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.
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.
Google warrants that such software will for a period of 90 days from the
date of its supply to you be free from any defect which has a materially
adverse effect on its use or operation. 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 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. 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 authorised 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.
Each party
warrants to the other that it will use reasonable care and skill in complying
with its obligations under the Agreement.
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.
No
conditions, warranties or other terms apply to any Services or to any other
goods or services supplied by Google under the Agreement unless expressly set
out in the Agreement. No implied conditions, warranties or other terms apply
(including any implied terms as to satisfactory quality, fitness for purpose or
conformance with description).
13.
Limitation of Liability
Nothing in
the Agreement will exclude or limit either party’s liability for (a) fraud or
fraudulent misrepresentation; (b) death or personal injury caused by
negligence; or (c) anything which cannot be excluded or limited by law.
Neither
party shall have any liability (whether in contract, tort or otherwise) under
or in connection with the Agreement for any special, indirect or consequential
loss (whether such loss was foreseeable, known or otherwise).
Neither
party’s aggregate liability (whether in contract, tort or otherwise)
under or in connection with the Agreement shall exceed 125% of the net amount
payable by Google to you in the 12 month period immediately preceding the
earliest date on which such liability arises.
The
limitations and exclusions of liability in this Section 13 shall not apply in
respect of any liability that you may incur under Section 7 (Intellectual
Property; Brand Features), Section 9 (Confidentiality) or Section 11
(Indemnity).
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. Neither party will have any right
or remedy based on any statement, representation or warranty (whether made
negligently or innocently) not expressly set out in the Agreement. This
Agreement may be amended (i) in writing where signed by both parties and
expressly stated to amend 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
remainder 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. The
Agreement is governed by English law and the parties submit to the
exclusive jurisdiction of the English courts in relation to any dispute
(contractual or non-contractual) concerning the Agreement.
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 ourcontact 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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