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 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 Inc., 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 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 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.
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. 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.
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, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER 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) 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, and will be litigated exclusively in the
federal or state courts of Santa Clara County, California, USA, and you and
Google consent to personal jurisdiction in those courts. 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.
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:
AdMob: the AdMob Publisher
Guidelines and Policies. Custom Search Engine: the Custom Search Engine Terms
of Service.
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