Google Ireland Limited Advertising Programme Terms
These Google Ireland Limited Advertising Programme Terms (“Terms”) are entered into by Google Ireland Limited (registered number: 368047) with its registered office located at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Google’s advertising programmes and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programmes”). In consideration of the foregoing, the parties agree as follows:
1 Programmes. Customer authorizes Google and any entity that directly or indirectly controls, is controlled by, or is under common control with, Google from time to time (“Affiliates”) to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Google or its Affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Programme is an advertising platform on which Customer authorizes Google to use automated tools to format Ads. In these Terms an “Advertiser” is an entity whose Ads (whether created by itself or by a third party on its behalf) are placed by Customer through a Programme. If Customer is using a Programme on its own behalf to advertise and not on behalf of an Advertiser, for that use Customer will be deemed to be both Customer and Advertiser. Google and its Affiliates may make available to Customer certain optional Programme features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Google or Partners may reject or remove a specific Ad or Target at any time for any or no reason. Google and its Affiliates may modify or cancel Programmes at any time. Customer acknowledges that Google or its Affiliates may participate in Programme auctions in support of its own services and products. Some Programme features are identified as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
2 Policies. Customer is solely responsible for its use of the Programmes (e.g., access to and use of Programme accounts and safeguarding usernames and passwords) (“Use”). Programme Use is subject to applicable Google policies available at www.google.com/ads/policies and all applicable Partner policies made available by Google to Customer (in each case, as modified from time to time, “Policies”). Some frequently asked Policy questions are answered by the following Policies: the Google Privacy Policy available at www.google.com/privacy.html; the Advertising Cookies Policy available at www.google.com/ads/cookies; and the Trademark Guidelines available at www.google.com/permissions/guidelines.html. In connection with the Programme, Google will comply with the Google Privacy Policy. Customer authorizes Google to modify Ads as described in Policies. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programmes where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Google advertising related information from any Property except as expressly permitted by Google, (iv) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Ads are displayed, placed or otherwise made available; (v) violate any technical specifications posted on any Property, and/or the Policies, or (vi) engage in any other illegal or fraudulent business practice under the laws of any state or country where an Ad is made available. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Google.
3 Ad Serving. (a) Customer will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Programme security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads under Programmes that permit third party Ad serving and only if the Ad server has been authorized by Google to participate in the Programme. Google will implement Customer’s Ad server tags so that they are materially functional. (c) For online display Ad impressions billed on a cost-per-thousand impressions (CPM) basis (“Display Ads”), if Google’s impression count (“IC”) for a Programme is higher than Customer’s third party Ad server (“3PAS”) IC by more than 10% over the invoice period, Customer will facilitate reconciliation efforts between Google and 3PAS. If this discrepancy is not resolved, Customer’s sole remedy is to make a claim within 60 days after the invoice date (“Claim Period”) and (i) Google will issue to Customer advertising credits equal to (90% of Google IC – 3PAS IC) * Google-reported campaign average CPM over the invoice period which must be used by Customer within 60 days of issuance of the credits (“Use By Date”) and (ii) Google may suspend Customer’s permission to utilize that 3PAS provider and the effectiveness of the discrepancy resolution provisions of this sentence for that 3PAS provider. Metrics from 3PAS whose Ad server tags are provided to Google will be used in the foregoing discrepancy resolution calculations. Google may require that discrepancy records be provided directly by 3PAS to Google. Customer will not be credited for discrepancies caused by 3PAS’ inability to serve Ads.
4 Ad Cancellation. Unless a Policy, the Programme user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by Google (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by Google to Customer (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to Google via email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to Google via email to adwords-support@google.com . Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by Google. Google will not be bound by a Customer provided insertion order or other Customer provided terms and conditions.
5 Warranty and Rights. Each party warrants to the other that it will use reasonable skill and care in complying with its obligations under these Terms. Customer warrants that (a) it holds, and hereby grants Google, its Affiliates and Partners, the rights in Creative, Destinations and Targets for Google, its Affiliates and Partners to operate the Programmes, (b) all information and authorizations provided by or on behalf of Customer are complete, correct and current, and (c) Use, the Services or Destinations will not: (i) violate or encourage violation of any law or applicable regulation or code of practice (including the CAP Code in the UK and any equivalent advertising standards code of practice in any other jurisdiction); or (ii) infringe any intellectual property rights of any third party and or contain any material which may be harmful, abusive, obscene, threatening or defamatory. Customer authorizes Google and its Affiliates to automate retrieval and analysis of Destinations for the purposes of the Programmes. Customer will provide Advertiser with reporting data as frequently as existing reporting from Customer to Advertiser, but no less than on a monthly basis, that discloses absolute monies spent on Google and performance (at a minimum: cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Google may, upon request of an Advertiser, share Advertiser-specific information with Advertiser.
6 Make-Goods. For reservation-based Display Ads, Google will deliver any agreed upon aggregate number of Display Ads by the end of the campaign, provided that if Google fails to do so, then Customer’s sole remedy is to make a claim during the Claim Period. If Google confirms the accuracy of the claim, then Google will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at Google’s reasonable discretion, Google will provide for (i) advertising credits, which must be used by the Use By Date, (ii) later placement of the Display Ads in a position Google deems comparable or (iii) an extension o