The Results displayed by the Service will be determined by some or all of the following: (a) the web sites over which the search is to be restricted or filtered, as provided by you in the Service; (b) labels created by You; or (c) other Service features that Google may make available from time to time as described in the Service documentation, which can be found at https://cse.google.com/docs/ or other URL that Google may make available from time to time at its sole discretion.
1.4 Appropriate Conduct. You shall not, and shall not allow any third party to: (a) edit, modify, truncate, filter or change the order of the information contained in any Results (either individually or collectively), including, without limitation, by way of commingling Results with non-Google provided search results or advertising; (b) frame any Results or Results Page except as provided for in the Service documentation; (c) display any Results in pop-up, pop-under, exit windows, expanding buttons, or animation; (d) display any Results to any third parties other than End Users; (e) minimize, remove or otherwise inhibit the full and complete display of any Results Page (including any Results); (f) directly or indirectly access, launch and/or activate the Service through or from, or otherwise incorporate the Service in, any Web site or other means other than the Site, and then only to the extent expressly permitted herein; (g) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes any Service or access thereto (including, but not limited to Results, or any part, copy or derivative thereof); (h) enter into any arrangement or agreement under which any third party pays You fees, You pay any third party fees, or either shares in any revenue payments and/or royalties for any Results; (i) directly or indirectly generate queries, or impressions of or clicks on Results, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (j) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other Google technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (k) remove, deface, obscure, or alter Google’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service or any other Google technology, software, materials and documentation; (l) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from the Service (including, but not limited to, Results, or any part, copy or derivative thereof); (m) create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; and/or (n) engage in any action or practice that reflects poorly on Google or otherwise disparages or devalues Google’s reputation or goodwill. Further, the Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, Service policies, or any third party rights.
1.5 Non-Exclusivity. During the Term, if You provide non-Google search services on any Site, You will ensure that such non-Google search services cannot reasonably be confused with or mistaken for those provided by Google. You further understand that Google will provide the Service to You on a nonexclusive basis, and that Google will continue to customize and provide its services to other parties for use in connection with a variety of applications, including search engine applications.
1.6 Advertising. The Results Page or associated elements provided by Google through the Service may contain advertising, which You agree to display. The Service is compatible with, and You may apply for, the Google Adsense program (www.google.com/adsense), subject to the Adsense Terms and Conditions. If You provide Your own advertisements or third party advertisements in connection with the Results provided by the Service, You will ensure that such advertisements cannot reasonably be confused with or mistaken for those provided by Google.
2. Proprietary Rights.
2.3 Attribution. The Search Box shall conspicuously display a graphic that indicates that the Service is provided by Google. Google’s branding guidelines at https://cse.google.com/docs/branding provide a set of graphic options available. The graphic shall link to the Google site located at https://www.google.com or such other address as Google may designate from time to time during the Term.
2.4 Digital Millennium Copyright Act. It is Google’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For directions and more information, please seehttp://www.google.com/dmca.html.
Google Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Google. For these purposes, “control” includes control over greater than fifty percent (50%) of the voting rights or equity interests of Google.
“Google End Users” means end users who access or use the Google Services.
“Google Services” means Google’s products and services that are accessible through and otherwise provided by various computer and electronic technologies, networks (syndicated and otherwise) and systems, including, without limitation, Internet-based services and products accessible through the Google Sites and any Google syndication partner sites.
“Google Site” means any website located at a domain owned by Google or a Google Affiliate, including all subdomains and directories thereof, and all successor sites thereto.
“Metadata Content” means (a) the metadata provided by Customer to Google pursuant to Customer’s use of Custom Search Engine, including, but not limited to, labels, attributes and Customer’s submitted associations between labels, attributes and URLs, (b) any text, data, images, and other content provided and/or authored by Customer in connection with Customer’s information to be displayed to End Users, and (c) any Nickname(s) chosen by Customer, and (d) if Customer elects to so participate, any ratings, reviews and comments provided by Customer to Google pursuant to Custom Search Engine; and any Updates thereto provided to Google by Customer.
“Nickname(s)” means the name that Customer may select by which Customer and Customer’s Metadata Content shall be identified to End Users; and Updates thereto.
“Updates” means updates, refreshes, corrections and/or other modifications.
Subject to the terms and conditions of this Agreement, Customer hereby grants to Google a irrevocable, perpetual, nonexclusive, worldwide and royalty-free right and license to (i) use, copy, modify, distribute, create derivative works based on and display (publicly or otherwise) the Metadata Content through the Google Services, and (ii) allow Google End Users to access and use the Metadata Content through the Google Services. Google may use consultants and other contractors in connection with the performance of its obligations and exercise of its rights under this section, provided that such consultants and contractors will be subject to the same obligations as Google. The license granted hereunder may not be sublicensed by Google, except to Google Affiliates, its syndication partners or the syndication partners of any Google Affiliate and Google End Users in connection with their use of the Google Services.
Except for the license granted under this section, Customer retains any right, title and interest in and to the Metadata Content. In addition, Customer retains all rights to all other content authored or owned by Customer, to the extent not otherwise licensed or transferred to Google pursuant to other agreements, to which such Metadata Content is attached or associated and used in connection with Custom Search Engine.
Notwithstanding anything to the contrary, Customer understands and agrees that nothing in this Agreement will prevent or restrict Google from using data Google obtains from a source other than Customer under this section. Customer acknowledges and agrees that it will not have any right, title or interest in any information, content, or data used by Google in conjunction or association with the Metadata Content, and Customer shall not make any claim of ownership or interest in any such information, content, or data. Google and/or its licensors retain all right, title and interest in and to the Google Services, the Google Sites and all content or data forming part of or displayed as part of or through the Google Services or Google Sites, other than the Metadata Content.
Customer shall be responsible for accepting and responding to any communication, modification or removal requests initiated by a party that is listed in or otherwise has rights in the Metadata Content where such communication arises out of having its information on the Google Services and pertains to the Metadata Content.
The rights granted to Google herein include the right to display portions of the Metadata Content on Google Services, Google Sites, Google syndication partner sites and Google Affiliate syndication partner sites, and display any links to web page(s) on which such portions of the Metadata Content reside, all as determined by Google in its sole discretion; provided that, notwithstanding anything to the contrary, nothing in this section obligates Google to make available to Google End Users any or all of the Metadata Content. Google will have the sole right to determine the placement and location of the selected Metadata Content through the Google Services. For the sake of clarity, each party retains sole discretion with respect to the look-and-feel, display and operation of its respective services and websites.
4. Warranties and Disclaimer.
4.1 Google Disclaimer of Warranties. GOOGLE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE AND BRAND FEATURES. THE SERVICE AND BRAND FEATURES ARE DISTRIBUTED AND PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. GOOGLE DOES NOT WARRANT THAT THE GOOGLE SERVICE AND BRAND FEATURES WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICE. GOOGLE MAKES NO WARRANTY THAT CUSTOM SEARCH ENGINE WILL INCLUDE ALL DOMAINS SPECIFIED BY YOU. UNDER NO CIRCUMSTANCES SHALL GOOGLE BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1000.00).
7. Term and Termination.
7.6 Remedies. You acknowledge that Your breach of service/license restrictions contained herein may cause irreparable harm to Google, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which Google may be legally entitled, Google shall have the right to seek immediate injunctive relief in the event of a breach of such sections by You or any of Your officers, employees, consultants or other agents.
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.
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.
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.
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.
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.
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.
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.
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.
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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:
AdMob: the AdMob Publisher Guidelines and Policies.
Custom Search Engine: the Custom Search Engine Terms of Service.