- 1.1. Any use of the term “including” in the Agreement will mean “including, but not limited to.” The following capitalised terms will have the associated meanings for purposes of the Agreement. Any definitions included in these Platform Terms or any related Order Form(s) will have the same meaning throughout the Agreement.
- 1.1.1. “Ad(s)” means advertising content.
- 1.1.2. “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.
- 1.1.3. “Beta Feature” means any Service feature that is identified by Google, including via the applicable Service user interface or via other communications to Company, as “Beta”, “Alpha”, “Experimental”, “Limited Release” or “Pre-Release” or that is otherwise identified by Google as unsupported.
- 1.1.4. “Brand Features” means each party’s trade names, trademarks, logos and other distinctive brand features.
- 1.1.5. “Client” means an advertiser, network publisher or other third party, if any, on whose behalf Company utilises a Service.
- 1.1.6. “Company Content” means any content served to End Users through the Target Properties that is not provided by Google (including the content of all Ads served via the Services).
- 1.1.7. “Company Partner” means for Target Properties, (i) the owner (if not Company) of a Target Property, (ii) the third party co-branding Target Properties with Company, or (iii) the third party for whom Company is white labeling Target Properties.
- 1.1.8. “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is lawfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
- 1.1.9. “Data” means data derived from Company’s use of the Services.
- 1.1.10. “Effective Date” has the meaning set out in the Order Form.
- 1.1.11. “End Users” means individual human end users of a Target Property.
- 1.1.12. “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- 1.1.13. “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- 1.1.14. “Intellectual Property Rights” means all copyrights, moral rights, patent rights, trademarks, rights in or relating to Confidential Information and any other intellectual property or similar rights (registered or unregistered) throughout the world.
- 1.1.15. “Order Form” means an order form, schedule or other agreement that is subject to these Platform Terms and sets forth pricing and other terms with respect to a particular Service. All Order Forms incorporate and are governed by the terms and conditions contained herein.
- 1.1.16. “Personal Data” has the meaning given to it in the GDPR.
- 1.1.17. “Personally Identifiable Information” means (in the Agreement and any policies incorporated by reference into the Agreement) information that could be used on its own to directly identify, contact or precisely locate an individual.
- 1.1.18. “Policies” means (i) the Google Platforms Program Policies available at https://support.google.com/platformspolicy; (ii) the Google Ad Manager Partner Guidelines available at https://support.google.com/admanager/answer/9059370 (if applicable); (iii) the Google EU User Consent Policy available at https://www.google.com/about/company/user-consent-policy.html (“EU User Consent Policy”) and; (iv) any other policy and implementation guidelines identified in an applicable Order Form or provided by Google to Company (in each case, as modified from time to time).
- 1.1.19. “Service(s)” means the services and products set out in each Order Form.
- 1.1.20. “Service Fees” means the service, transaction, product and other fees set out in the Order Form(s) or in an applicable user interface for a Service.
- 1.1.21. “Service Specific Terms” means, for each Service, the additional terms and conditions that apply to such Service that are available at the link provided in the applicable Order Form for the Service.
- 1.1.22. “Subcontractor” means a subcontractor, consultant, third-party service provider or agent engaged by either party (or a Client of such party) in connection with its use or provision of Services.
- 1.1.23. “Tag” means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) that requests the delivery of an Ad or tracks an Ad impression or click.
- 1.1.24. “Target Property” means a property on which an Ad is served via the Services (i.e., web sites, consent-based email publications, approved software applications or other properties as approved by Google).
- 1.1.25. “Tax” or “Taxes” means (without limitation) all taxes, duties, levies, imposts, withholdings, social security contributions, sales, use, excise, value-added, goods and services, consumption, other similar taxes or duties, deductions or amounts in the nature of or in respect of taxation.
- 1.1.26. “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.
- 3.1. Google will:
- provide the applicable Services described in the Order Form(s) entered into by Company;
- provide Company access to web-based training and support if and where available for any particular Service;
- use current industry-standard security measures in connection with its provision of Services;
- promptly notify Company of any breach of Google security resulting in unauthorised third party access to the Data; and
- provide the Services in compliance with all applicable privacy and export laws, rules, regulations and sanctions programs, as well as applicable Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance).
- 3.2. Company will:
- use the Services in compliance with all applicable Policies (as such Policies may be updated from time to time) and at all times Company will bear the burden of proof in establishing such compliance;
- be solely responsible for all use of Services (including, as applicable to the Services described in the Order Form(s), trafficking Ads, implementing Tags, all inquiries relating to Ads, the content of all Ads, obtaining necessary rights and consents for using Data and other content or information provided to Google, and the acts and omissions of all Company Partners and Clients). This Clause 3.2(b) will not be treated as limiting Google’s obligations with respect to the provision of Services under the Agreement;
- obtain all rights necessary to use, and necessary to permit Company or Google, as the case may be, to use the Data under the terms of the Agreement, including from Company Partners, Target Property owners (if not Company), End Users and Clients;
- use the Services in compliance with all applicable privacy and export laws, rules, regulations and sanctions programs, as well as applicable Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative, the Interactive Advertising Bureau and the Digital Advertising Alliance);
- ensure that each Target Property utilising a Service contains a conspicuous link to a privacy policy that (and advise its Clients and Company Partners in writing that each of their web sites and Target Properties must contain a privacy policy that):
- discloses:
- the usage of third-party technology;
- the data collection and usage resulting from the Services; and
- that third parties may be placing and reading cookies on End Users’ browsers, or using web beacons to collect information in the course of advertising being served on the web sites;
- includes information about End Users’ options for cookie management; and
- complies with all applicable privacy laws, rules and regulations; and
- use the Services to process Personally Identifiable Information;
- pass information to Google that Google could use or recognise as Personally Identifiable Information;
- misappropriate, misuse, or abuse any part of a Service;
- modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect to Services or any part of a Service (except to the extent that such prohibition is not permitted by law);
- damage or tamper with any part of a Service;
- knowingly breach any Service security measure; or
- provide Google any Ad that (x) when viewed or clicked on by an End User’s computer, causes such End User’s computer to download any software application, or (y) is illegal.
- 4.1. Google Payments to Company
- For each applicable Service (i.e., if an Order Form obliges Google to pay Company a Revenue Share Percentage, as such term is defined in the applicable Service Specific Terms), Google will pay Company an amount equal to the Revenue Share Percentage of Net Ad Revenues (as such term is defined in the applicable Service Specific Terms) attributable to a calendar month, except in instances where Company may receive certain payments directly from a third-party demand source rather than from Google. In such cases, notwithstanding anything to the contrary in this Clause 4.1 of the Platform Terms, Company agrees that the terms and conditions associated with such payment will be addressed in the agreement entered into between Company and the third-party demand source. For clarity, Google will not pay Company a Revenue Share Percentage or any amount attributed to Ads delivered by the third-party demand source on Company’s Target Properties (including any revenue share payment) and Google will not owe any such amounts to Company.
- Google payment to Company will be made in the month following the calendar month in which the applicable Ads were displayed, subject to any minimum payment threshold set forth in the applicable Service Specific Terms.
- Google payment to Company will be based on Google’s accounting which may be filtered to exclude, as determined by Google: (i) spam, invalid clicks, invalid impressions, (ii) Ads served to End Users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement, (iii) any click, impression, query, conversion, or other event occurring on a Target Property that does not comply with the Policies, and (iv) any amounts refunded to advertisers in connection with Company’s failure to comply with the Agreement. If Google detects such invalid activity, either before or after issuing a payment for such activity, Google reserves the right to debit Company’s Google Ad Manager account or adjust future payments accordingly.
- Google payment to Company will be treated as inclusive of all taxes (if applicable) and will not be adjusted for tax purposes with the exception of Irish VAT which may be payable if Company is VAT registered in Ireland. To the extent Irish VAT is applicable, Company undertakes to provide a valid VAT invoice.
- If Google is obligated to withhold any taxes from its payments to Company, Google will withhold and will provide to Company such documentation or evidence of tax payments as is required by law. Google may request withholding tax documentation (e.g., exemption certificates) from Company to determine if Company is eligible for a withholding exemption or a reduced rate of tax withholding.
- In addition to other rights and remedies that Google may have, Google may offset any payment obligations to Company that Google may incur under the Agreement against any undisputed, past due product or service fees owed to Google by Company under agreement(s) between Company and Google.
- Google may withhold and offset against its payment obligations under these Platform Terms, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods.
- For each applicable Service, Google will invoice (or send a statement of financial activity to) Company for Service Fees, if applicable, in the month following the calendar month in which the Service Fees are incurred unless there is an unforeseen circumstance where billing may be delayed. Company will pay Google the Service Fees (other than any Service Fees disputed in good faith) and other invoiced amounts (if any) by the payment due date set forth in Exhibit I (Applicable Payment Terms) (“Payment Due Date”), in the currency and at the exchange rate (if any) specified in the applicable Order Form and by electronic transfer to the account notified to it by Google or such other means expressly agreed to in writing by the parties. Unless otherwise expressly agreed, Service Fees payable under an Order Form are additional to Service Fees payable under other Order Forms.
- Upon 30 days’ prior notice to Company, Google may, in its sole discretion if Google determines that there is any credit risk associated with Company, require Company to prepay Google an amount equal to not more than 2 months of reasonably anticipated or actual Service Fees under the applicable Order Form.
- Google may charge interest at a rate of 8% per year above the base rate of Barclays Bank PLC, as updated from time to time, from the date payment is due until the date of actual payment, whether before or after judgment, on any Service Fees which are overdue (other than Service Fees disputed in good faith). Company will pay reasonable expenses and legal fees Google incurs in collecting late payments not disputed in good faith.
- The Service Fees are exclusive of taxes. Notwithstanding any legal obligation on Company to withhold any taxes from its payments to Google, Company agrees to pay to Google a net amount equal to the full amount invoiced. Company will pay all taxes and other government charges related to or arising from: (i) use of the Services, and (ii) Company’s obligations under the Agreement (in each case except for taxes on Google’s net income).
- If Company fails to pay Service Fees invoiced by Google (other than Service Fees disputed in good faith) within 10 days following the Payment Due Date, Google may suspend each applicable Service (for which the Service Fees are overdue) after 10 days’ notice to Company.
- In addition to other rights and remedies Google may have, Google may offset the Service Fees payable by Company under the Agreement against any payment obligations to Company that Google may incur under the Agreement.
- Any account and related billing and payment information which Company provides to Google may be shared with third parties solely for the purposes of performing credit checks, effecting payment to Google or servicing Company's account.
- If applicable, Company will not exceed its aggregate credit line as determined by Google in its sole discretion (and made available if requested) and Google will not be obligated to provide any Services in excess of such credit line. Google reserves the right to change or retract any credit line at any time in its sole discretion.
- 11.1. Google will indemnify Company against:
- all damages and costs finally awarded against Company in relation to a claim filed by an unaffiliated third party before a court or government tribunal that the software and other technology used by Google to provide the Services infringes any trademark, trade secret, copyright, or U.S. patent of that third party (a “Company Claim”);
- settlement costs in relation to that Company Claim;
- reasonable legal fees and disbursements necessarily incurred by Company in relation to that Company Claim; and
- reasonable costs necessarily incurred by Company in complying with Clause 11.3.
- all damages and costs finally awarded against Google or any of its Affiliates in relation to a claim filed by an unaffiliated third party before a court or government tribunal:
- that the creative, technology, data or other materials provided by Company or any Affiliate of Company to Google or otherwise provided and utilised by Company, any Affiliate of Company or any Company Partner in connection with the Services (“Company Materials”) infringes any trademark, trade secret, copyright, or U.S. patent of that third party;
- arising out of or related to (a) any Company Content, Target Properties or Company Brand Features; (b) any use of, or access to, the Services, including Ads, by any Company Partner; or (c) claims brought by any Company Partner against Google relating to the implementation or display of Ads on a Company Partner Target Property or Google’s provision of the Service(s) for such Company Partner;
- settlement costs in relation to that Google Claim;
- reasonable legal fees and disbursements necessarily incurred by Google or any of its Affiliates in relation to that Google Claim; and
- reasonable costs necessarily incurred by Google or any of its Affiliates in complying with Clause 11.3.
- notify the other of a Company Claim or a Google Claim (each a “Third Party Claim”) promptly after becoming aware of it;
- provide the other with reasonable information, assistance and cooperation in responding to and, where applicable, defending that Third Party Claim; and
- give the other sole control over the defence and settlement of that Third Party Claim subject to the indemnified party’s right to join in the defence with non-controlling counsel of its choice at its own expense and its rights under Clause 11.4.
- the indemnified party’s breach of the Agreement;
- (where Google is the indemnifying party) (i) Company Materials, (ii) content, information or data provided to Google by End Users or any other third parties or (iii) Ads or any third party websites or content to which such Ads may link;
- (where Google is the indemnifying party) the combination, operation or use by Company or any Affiliate of Company of any Services (a) with any product or service not provided or authorised in writing by Google, or (b) in a modified form; or
- (where Google is the indemnifying party) acts or omissions by Company Partners or Affiliates.
- 12.1. Nothing in the Agreement will exclude or limit either party’s liability:
- for death or personal injury resulting from the negligence of either party or their servants, agents or employees;
- for fraud or fraudulent misrepresentation;
- for payment of sums properly due and owing to the other in the course of normal performance of the Agreement; or
- for any other liability that may not otherwise lawfully be excluded or limited.
- loss of profit;
- loss of anticipated savings;
- loss of business opportunity;
- loss of or corruption of data (except for loss or corruption of Personal Data); or
- indirect or consequential losses, suffered or incurred by the other party,
- 125% of (A) the Service Fees paid and payable to Google under the Agreement in that Contract Year; and, only if applicable to the relevant Service as set out in the relevant Order Form (B) the Ad Revenues received and retained by such party in that Contract Year; and
- £30,000.
For the purposes of this clause 12.5, “Claim” means any claim, demand, proceeding, action or complaint of any nature or kind under or in connection with this Agreement.
- 13.1.Term. The term of the Agreement is as set out in an applicable Order Form(s), unless earlier terminated in accordance with the Agreement.
- 13.2.Termination.
- Either party may terminate an Order Form upon notice with immediate effect if the other party is in material breach of these Platform Terms or the applicable Order Form (which includes any breach by Company of Clauses 3.2(a), 3.2(d) or 3.3 of these Platform Terms):
- where the breach is incapable of remedy;
- where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or
- more than twice even if the previous breaches were remedied.
- Google may terminate the Agreement immediately upon notice if child sexual abuse imagery is displayed on any Target Property.
- If Google is unable to provide a Service due to any changes in law or regulations, Google may terminate and/or suspend the applicable Service upon notice to Company.
- Upon the expiration or termination of the Agreement for any reason:
- all rights and licences granted by each party will cease immediately; and
- if requested, each party will use reasonable endeavours to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information (excluding Data) disclosed to it by the other party.
- 14.1.Assignment. Neither party may assign any part of the Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assignor has notified the other party of the assignment. Any other attempt to assign is void.
- 14.2.Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, by operation of law, or other form of corporate transaction): (i) that party will give written notice to the other party within 30 days after the change of control; and (ii) the other party may immediately terminate the Agreement any time between the change of control and 30 days after it receives that written notice.
- 14.3.Conflicting Terms. If there is a conflict between the Terms and a term of an Order Form, the term of the Order Form will govern. If there is any conflict between Clause 3.2 and the EU User Consent Policy, the EU User Consent Policy will apply in relation to End Users in the European Economic Area along with the UK.
- 14.4.Entire Agreement. Subject to Clause 12.1(b), the Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in the Agreement.
- 14.5.Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- 14.6.Governing Law. 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 save that either party may apply to any court for an injunction or other relief to protect its intellectual property rights.
- 14.7.Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s Legal Department. The address for such notices to Google’s Legal Department is legal-notices@google.com. All other notices (including notices of non-renewal) must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
- 14.8.No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.
- 14.9.No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.
- 14.10.No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
- 14.11.Severability. If any term (or part of a term) of the Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
- 14.12.Subcontractors.
- Either party may subcontract any of its obligations under the Agreement, without the written consent of the other party.
- Subject to clause 14.12(c) below, each party is liable for the acts and omissions of its Subcontractors.
- Without prejudice to Company’s obligations under the Agreement, if Company (or its Clients or Company Partners, as applicable) engage a Subcontractor that is recommended by Google or is a Google partner (including Google certified partners):
- Company acknowledges and agrees that the products, services and/or applications provided by such Subcontractor are not provided by Google and Google makes no representations or warranties about such Subcontractor’s performance; and
- Company is solely liable for the acts and omissions of such Subcontractor.
EXHIBIT I
Applicable Payment Terms
Country of organisation*
* The country of organisation is determined by reference to the country in which the Company (or Affiliate of Company that has signed an Affiliate Adopting Agreement (as applicable)) is registered or, if not registered, where it has its principal place of business.Days from invoice date by when payment must be made North America: United States 30 Canada 30 South America/Central America: All countries in region 30 Asia/Oceania: Australia 45 China 30 Taiwan 45 Hong Kong 30 India 60 Japan 60 Malaysia 45 New Zealand 45 South Korea 30 Singapore 45 Thailand 45 Europe/Middle East/Africa: Austria 30 Belgium 30 Cyprus 30 France 60 Germany 30 Greece 60 Israel 45 Italy 60 Luxembourg 30 Netherlands 30 Nordic Region 30 Poland 30 Portugal 60 South Africa 30 Spain 60 Switzerland 30 Turkey 45 United Kingdom 30 All countries not listed above: 30 Last Updated: 4 December 2023
Recent Prior Version(s):
- Either party may terminate an Order Form upon notice with immediate effect if the other party is in material breach of these Platform Terms or the applicable Order Form (which includes any breach by Company of Clauses 3.2(a), 3.2(d) or 3.3 of these Platform Terms):
- discloses: