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.
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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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