These AdWords API terms and conditions (the "AdWords API Agreement") are entered into by Google Inc., with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, United States ("Google") and the entity that accepts these terms and conditions electronically ("you"). This AdWords API Agreement governs your use of Google's proprietary AdWords API and your Developer Token. The AdWords API is a feature of the Google AdWords program and any account management using the AdWords API is also governed by the AdWords terms and conditions between you and Google (or a Google affiliate) (your "AdWords Terms"). In consideration of the foregoing, the parties agree as follows:
1. Account and Registration.
2. Definitions. The following defined terms have the following meanings for the purpose of this AdWords API Agreement:
3. Policies. (a) Use of the AdWords API is subject to applicable Google policies available at ("Policies"). The consequences of non-compliance with Policies, including status downgrades, fees, suspensions, and termination, are described at our Policy Center. Fees assessed for non-compliance with Policies are also available at ("Fees"). (b) These Policies and Fees are subject to change from time to time. We will notify you of changes to Policies and Fees in accordance with the notice provisions of Section 14 below. (c) Google may inspect your AdWords API Client user interfaces and monitor and audit AdWords API activity, at any time, for the purpose of ensuring quality and enforcing compliance with these terms and Policies. You will not try to interfere with such inspection, monitoring, or auditing, or otherwise obscure from Google your AdWords API activity. Google may use any technical means necessary to overcome such interference.
4. Compliance with Law. You are responsible for complying with all applicable governmental laws, rules, and regulations. You will not use the AdWords API in a manner that violates such laws, rules, and regulations, or in a manner that is deceptive, unethical, false, or misleading.
5. Usage and Quotas. Google may, in its sole discretion, set a quota on your AdWords API usage based on, among other things, the AdWords spend history of the accounts under management by your Developer Token. You will not attempt to exceed automated use-quota restrictions.
6. Brand Features. "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these terms do not grant either party any right, title, or interest in or to the other party's Brand Features. All use by you of Google's Brand Features (including any goodwill associated therewith) will inure to the benefit of Google. You must only use the Google Brand Features in accordance with these terms and for the purpose of fulfilling your obligations under this Section. In using Google's Brand Features, you must follow the Google Brand Features Use Guidelines at http://www.google.com/permissions/guidelines.html. You understand and agree that Google has the sole discretion to determine whether your attribution(s) and use of Google's Brand Features are in accordance with the above requirements and guidelines.
7. Data Protection. To the extent that you access, use or otherwise process (i) any information that directly or indirectly identifies a natural person; or (ii) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person (“Personal Information”) made available by Google, you will:
You will regularly monitor your adherence to this obligation and immediately notify Google in writing if you determine that you can no longer, or there is a significant risk that you can no longer, meet this obligation and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate level of protection.
8. No Implied Rights. Other than as expressly granted herein, this AdWords API Agreement does not grant either party any intellectual property or other proprietary rights. You hereby release and covenant not to sue Google and its affiliates and any of its or their licensees, assigns, or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the AdWords API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the AdWords API. As between you and Google, Google and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the AdWords API Specifications, all Google websites, and all Google products and services and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable, or assignable unless otherwise stated herein.
9. Warranties. Google disclaims all warranties, express or implied, including without limitation for noninfringement, merchantability and fitness for any purpose.
10. Limitation of Liability. Google will have no consequential, special, direct, indirect, exemplary, punitive, or other liability whether in contract, tort, or any other legal theory, under this AdWords API Agreement, even if advised of the possibility of such liability and notwithstanding any failure of essential purpose of any limited remedy. In the event that any of the above is not enforceable, Google's aggregate liability under this agreement is limited to the greater of $1,000 or the amount of any AdWords API fees you paid to Google in the month preceding the claim. The AdWords API is made available primarily as a convenience to Google's users and as such you agree that the disclaimers and limitations of liability in this agreement (including without limitation this Section and Section 9) are a fair allocation of risk and an essential element of this agreement, including without limitation any fees charged by Google.
11. Indemnification. You will defend and indemnify Google and its affiliates, directors, officers, employees and users against any liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding (any and all of which are "Claims") to the extent arising out of or related to any act or omission by you in using the Google AdWords API, or relating to the development, operation, maintenance, use and contents of an AdWords API Client, including but not limited to any infringement of any third-party proprietary rights or breach of this AdWords API Agreement. At Google's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Google may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you may not settle any such Claim without Google's prior written consent).
12. Injunctive Relief. You acknowledge that the limitations and restrictions in this AdWords API Agreement are necessary and reasonable to protect Google, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of Google for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that Google will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.
13. Non-exclusive. This AdWords API Agreement is a non-exclusive agreement. You acknowledge that Google may be developing and may develop products or services that may compete with this AdWords API, AdWords API Clients, or any other products or services.
14. Modification. Google may modify any of the terms and conditions contained in this API Agreement, at any time and in its sole discretion, by posting a change notice to your account, changing the agreement linked from the AdWords FAQ, emailing the email address of your AdWords account or Developer Token account, or otherwise notifying you. The changes to this API Agreement will not apply retroactively and will become effective no sooner than 30 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE ADWORDS API, CONTINUED POSSESSION OF A COPY OF THE ADWORDS API SPECIFICATIONS, OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF AN ADWORDS API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
15. Termination. Google may suspend or terminate your access to the AdWords API, or change any of the AdWords API Specifications, protocols, or methods of access for any or no reason and will bear no liability for such decisions. It is solely your responsibility at all times to backup your data and to be prepared to manage your accounts and conduct your business without access to the AdWords API. Google reserves the right to terminate this Agreement or discontinue the AdWords API or any portion or feature thereof for any or no reason and at any time without liability to you. Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the AdWords API or distributing or developing AdWords API Clients and delete all AdWords API Specifications in your possession or control (including without limitation from your AdWords API Client and your servers). The provisions of Sections 1, 4, 5, 7-16 will survive any termination of this AdWords API Agreement and will continue to bind you in accordance with their terms. If the Google AdWords program ceases to support a program feature, the AdWords API will continue to function and will return an error code for the Google AdWords program feature that is no longer supported.
16. Miscellaneous. (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS ADWORDS API AGREEMENT OR THE ADWORDS API 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 THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) This AdWords API Agreement sets out all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter (other than your AdWords Terms and the Policies). (c) All legal notices must be in English, in writing, and addressed to the other party's primary contact, which for Google is email@example.com. (d) Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. (e) This AdWords API Agreement does not confer any benefits on any third party unless it expressly states that it does. (f) If any term (or part of a term) of this AdWords API Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. (g) You may not assign any of your rights hereunder and any such attempt is void. (h) You and Google are not legal partners or agents, but are independent contractors. (i) If you experience a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) you will give Google written notice within 15 days after the change of control via this form https://services.google.com/fb/forms/apicontact/; and re-apply for the Developer Token; if the Developer Token has not been re-approved within 45 days after the change of control, your permission to use the Developer Token automatically terminates.
May 22, 2017