Google Ads Terms & Conditions

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content of our policies. The English version is the official language we use to enforce our policies. To view this
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Terms and Conditions can vary based on location. Google advertisers can find the Terms and Conditions for their
country with our Google Ads Terms and Conditions finder .

For advertisers in Australia:

On November 1, 2016, the Google Advertising Program Terms applicable to Australia-based customers were changed
and assigned to Google Australia Pty Ltd. A copy of the updated terms is available below:

Advertising Program Terms
These Advertising Program Terms (“Terms”) are entered into by Google Australia Pty Ltd (“Google”) and
the entity executing these Terms or that accepts these Terms electronically (“Customer”).  These Terms
govern Customer’s participation in Google’s advertising programs and services (i) that are accessible
through the account(s) given to Customer in connection with these Terms or (ii) that incorporate
by reference these Terms (collectively, “Programs”).  Please read these Terms carefully.  They require the
use of binding arbitration to resolve disputes.

1 Programs.  Customer authorizes Google and its affiliates to place Customer’s advertising

materials, feed data,  and technology (collectively, “Ads” or “Creative”) on any content or property (each a
“Property”) provided by Google or its affiliates on behalf of Google or, as applicable, a third party
(“Partner”).  Customer is solely responsible for all:  (i) Ads, (ii) Ads trafficking or targeting decisions (e.g.,
keywords) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile
applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and
products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on
which Customer authorizes Google and its affiliates to use automated tools to format Ads. Google and
its affiliates may also make available to Customer certain optional Program features to assist Customer with
the selection or generation of Targets, Ads, or Destinations.  Customer is not required to authorize use of
these optional features and, as applicable, may opt-in to or opt-out of usage of these features.  However, if
Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and
Destinations.  Google and its affiliates or Partners may reject or remove a specific Target, Ad, or
Destination at any time for any reason. For example an Ad or Target may be rejected or removed by Google
if it violates the Policies or if Google believes the Ad or Target would expose Google or a Partner to liability.
Google and its affiliates may modify or cancel Programs at any time.  Customer acknowledges that Google
or its affiliates may participate in Program auctions in support of its own services and products.  Some
Program features are identified as “Beta” 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 Programs (e.g., access to and use of Program
accounts and safeguarding usernames and passwords) (“Use”).  Program Use is subject to applicable
Google policies available at google.com/ads/policies , and all other policies made available by Google to
Customer, including Partner policies, and to the extent applicable, the Google EU User Consent Policy
at privacy.google.com/businesses/userconsentpolicy  (in each case, as modified from time to time,
“Policies”).  Customer also authorizes Google to modify Ads as described in Policies.  In connection with
the Program, Google will comply with the Google Privacy Policy available at google.com/policies/privacy
 (as modified from time to time).   To the extent Program Use is within scope, Google and Customer agree,
as applicable, to the (i) Google Ads Controller-Controller Data Protection Terms
at privacy.google.com/businesses/controllerterms ; or (ii) Google Ads Data Processing Terms
at privacy.google.com/businesses/processorterms  (collectively the “EU Data Terms”).  Google will not
modify the EU Data Terms, except as expressly permitted under the EU Data Terms.  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 Programs 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., or (iv) attempt to interfere with the functioning of the Programs.  Customer will direct
communications regarding Ads on Partner Properties under these Terms only to Google. 
 
3 Ad Serving.  (a) Customer will not provide Ads that contain or connect to malware, spyware, unwanted
software or any other malicious code or knowingly breach or circumvent any Program security measure.
 (b) Customer may utilize an Ad server solely for serving or tracking Ads under Programs that permit third-
party Ad serving and only if the Ad server has been authorized by Google to participate in the Program.
 Google will implement Customer’s Ad server tags so that they are functional.  (c) For online display Ad
impressions billed on a CPM or vCPM basis (“Display Ads”), if Google’s applicable  impression count (“IC”)
for a Program 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 must make a claim within 60 days after the invoice date (“Claim Period”).  If
Google determines that the claim is valid, then subject to Section 9(b), Google will issue to Customer
advertising credits equal to (90% of Google’s IC minus 3PAS’s IC), multiplied by Google’s reported
campaign average CPM or vCPM, as applicable, over the invoice period.  Any advertising credits
issued must be used by Customer within 60 days of issuance (“Use-By Date”) and Google may suspend
Customer’s permission to utilize that 3PAS provider and may suspend the effectiveness of the
discrepancy-resolution provisions of this Section for that 3PAS provider.  Metrics from 3PAS whose Ad
server tags are provided to Google will be used in the above 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’s inability to serve Ads.
 

4 Testing.  Customer authorizes Google and its affiliates to periodically conduct tests that may affect

Customer’s Use of Programs, including Ad formatting, Targets, Destinations, quality, ranking, performance,
pricing, and auction-time bid adjustments.  To ensure the timeliness and validity of test results and subject
to Section 9(b), Customer authorizes Google to conduct such tests without notice or compensation
to Customer. 
 

5 Ad Cancellation.  Unless a Policy, the Program 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, 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 this functionality is not
available and Customer does not have an account representative, with notice to Google via email to ads-
support@google.com (collectively, the “Ad Cancellation Process”). Customer will not be relieved of any
payment obligations for Ads not submitted or submitted by Customer after the due date provided by
Google. Google will not be bound by a Customer-provided IO.

6 Warranty, Rights, and Obligations. Customer warrants that (a) Customer holds, and hereby grants Google,

its affiliates and Partners, the rights in Ads, Destinations, and Targets for Google, its affiliates and Partners
to operate the Google Programs (including, in the case of feed data, after Customer ceases to use the
Programs), and (b) all information and authorizations provided by Customer are complete, correct and
current. Customer authorizes Google and its affiliates to automate retrieval and analysis of, and create test
credentials to access, Destinations for the purposes of the Programs.  By providing any mobile or other
telephone number to Google in connection with the Programs, Customer authorizes Google, its affiliates
and their agents to call and send text messages (for which standard message and data rates may apply) to
the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the
Programs.  However,  Google will not rely on this permission to initiate autodialed calls or text messages for
marketing purposes.  Customer further authorizes Google, its affiliates and their agents to send electronic
mail to Customer for purposes of the Programs.  Customer warrants that it is authorized to act on behalf of,
and has bound to these Terms, each third party, if any, for which Customer advertises in connection with
these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to Advertiser, as
applicable.  If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable
for performing any obligation Advertiser would have had under these Terms had Advertiser been bound.  
 If Customer is using a Program on its own behalf to advertise, for that use Customer will be deemed to be
both Customer and Advertiser.  Customer will provide Advertiser with reporting data no less than on a
monthly basis, that discloses absolute dollars 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.  

 
7 Make-Goods.  For reservation-based Display Ads, Google will deliver any agreed-on aggregate number of
Display Ads by the end of the campaign. If Google fails to do so, then subject to Section 9(b), any
Customer disputing payment made to Google for such Display Ads must 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 and subject to
Section 9(b), Google will provide for (i) advertising credits, which must be used by the Use-By
Date, (ii) placement of the Display Ads in a comparable position within 60 days of Google’s confirmation of
the accuracy of the claim or (iii) an extension of the term of the campaign.  Google cannot assure that any
auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads.

8 Payment.  Customer will pay all charges incurred in connection with a Program, using a payment

method approved by Google for that Customer (as modified from time to time), within a commercially
reasonable time period specified by Google (e.g., in the Program user interface or IO).  Late payments bear
interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).  Charges are exclusive
of taxes.  Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses
and legal fees Google incurs in collecting late payments that are not disputed in good faith.  Charges are
based on the billing criteria under the applicable Program (e.g., based on clicks, impressions, or
conversions). Any portion of a charge not disputed in good faith must be paid in full.  No party may offset
any payment due under these Terms against any other payment to be made under these Terms.  Google
may, in its sole discretion, extend, revise or revoke credit at any time. Google is not obligated to deliver any
Ads in excess of any credit limit.  If Google does not deliver Ads to the selected Targets or Destinations,
then subject to Section 9(b), Customer must make a claim for advertising credits within the Claim Period,
after which Google will issue the credits following claim validation which must be used by the Use-By Date.
 Customer understands that third parties may generate impressions or clicks on Customer’s Ads for
prohibited or improper purposes and if that happens, subject to Section 9(b), Customer must make a claim
for advertising credits within the Claim Period, after which Google will issue the credits following claim
validation, which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY
LAW, CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE
WITHIN THE CLAIM PERIOD.

 
9 Disclaimers.  (a) TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 9(b) BELOW, EACH
PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND
FITNESS FOR ANY PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO 9(b)
BELOW, THE PROGRAMS AND GOOGLE, ITS AFFILIATES, AND PARTNER PROPERTIES ARE PROVIDED “AS
IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF GOOGLE, ITS AFFILIATES
OR GOOGLE’S PARTNERS MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE
PROGRAMS OR PROGRAM RESULTS. (b) CERTAIN LAWS OF THE JURISDICTION IN WHICH CUSTOMER
RESIDE, SUCH AS THE AUSTRALIAN CONSUMER LAW, MAY CONFER RIGHTS AND REMEDIES AND IMPLY
TERMS INTO THESE TERMS THAT CANNOT BE EXCLUDED. THOSE RIGHTS, REMEDIES, AND IMPLIED
TERMS ARE NOT EXCLUDED BY THESE TERMS. TO THE EXTENT THAT THE RELEVANT LAWS PERMIT
GOOGLE TO LIMIT THEIR OPERATION, GOOGLE’S LIABILITY UNDER THOSE LAWS WILL BE LIMITED AT ITS
OPTION, TO THE SUPPLY OF THE SERVICES AGAIN, OR PAYMENT OF THE COST OF HAVING THE SERVICES
SUPPLIED AGAIN.

 
10  Limitation of Liability.  EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF
SECTIONS 3(A), 14(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY
LAW BUT ALWAYS SUBJECT TO SECTION 8(b):  (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE
UNDER OR IN CONNECTION WITH THESE TERMS (WHETHER IN CONTRACT, TORT, INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE OR OTHERWISE) FOR ANY: (I) LOSS OF PROFIT; (II) LOSS OF ANTICIPATED
SAVINGS: (III) LOSS OF BUSINESS OPPORTUNITY; (IV) LOSS OF OR CORRUPTION OF DATA; (V) LOSS OR
DAMAGE RESULTING FROM THIRD PARTY CLAIMS; OR (VI) INDIRECT, SPECIAL OR CONSEQUENTIAL
LOSSES; SUFFERED OR INCURRED BY THE OTHER PARTY (WHETHER OR NOT SUCH LOSSES WERE IN
CONTEMPLATION OF THE PARTIES AT THE DATE THESE TERMS WERE ACCEPTED BY CUSTOMER);  AND
(b) SUBJECT TO SECTION 9(a) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS,
EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FROM ANY GIVEN EVENT OR SERIES OF
CONNECTED EVENTS UNDER OR IN CONNECTION WITH THESE TERMS, IS LIMITED TO THE GREATER OF:
(I) THE AMOUNT PAYABLE TO GOOGLE BY CUSTOMER UNDER THE TERMS IN THE TWO MONTHS
IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT (OR FIRST IN A SERIES OF CONNECTED
EVENTS) OCCURRED; AND (II) AUD $10,000.

11 Indemnification. Customer will defend, and indemnify Google, its Partners, agents, affiliates, and

licensors (each an “Indemnified Person”) against all liabilities, damages, losses, costs, fees (including legal
fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or
related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer, except in
relation to each Indemnified Person, to the extent that the third party claim or liability arises as a direct
result of: (a) that Indemnified Person’s negligence or misconduct; or (b) that Indemnified Person’s breach
of the Terms.  Partners are intended third-party beneficiaries of this Section.

12 Changes to Terms. Google may make non-material changes to these Terms at any time without notice,
but Google will provide advance notice of any material changes to these Terms. The Terms will be posted
at google.com/ads/terms . The changes to the Terms will not apply retroactively and will become
effective no less than 7 days after notice.  However, changes made for legal reasons will be effective
immediately upon notice.  Either party may terminate these Terms at any time with notice to the other
party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and
(ii) continued Program Use is, in each case, subject to Google’s terms and conditions then in effect for the
Programs (available at google.com/ads/terms ).  Google may suspend Customer’s ability to participate in
the Programs at any time,  for example, in the event of payment issues, suspected or actual violations of
the Policies or these Terms or for legal reasons.  In all cases, the running of any Customer campaigns after
termination is in Google’s sole discretion.

13 DISPUTE RESOLUTION AGREEMENT.

A.        Negotiation.  In the event any dispute arises out of or in connection with these Terms  (each, a
“Dispute”), the parties will make good faith efforts to resolve the Dispute within 60 days of written
notice of the Dispute from the other party. If the parties are unable or unwilling to resolve the Dispute in
that time, the Dispute will be finally determined by arbitration administered by the International Centre for
Dispute Resolution (“ICDR”) under its International Arbitration Rules (“Rules”).  This agreement to arbitrate
is intended to be broadly interpreted and, among other claims, applies to any claims brought by or
against (i) Google, Google affiliates that provide the Programs to Customer or Advertiser, Google parent
companies, and the respective officers, directors, employees, agents, predecessors, successors, and
assigns of these entities and (ii) Customer or Advertiser, the respective affiliates and parent companies of
Customer or Advertiser, and the respective officers, directors, employees, agents, predecessors,
successors, and assigns of these entities.   

B.        Arbitration Procedures.  The place of arbitration will be Santa Clara County, California. The arbitration

will be before a tribunal of three arbitrators. The claimant(s) will select one arbitrator of the tribunal in
accordance with the Rules, and the respondent(s) will jointly select the second arbitrator in accordance
with the Rules.  If the parties fail to agree on the third arbitrator (the “Chairman”) within 20 days of the
confirmation of the second, the ICDR will appoint the Chairman in accordance with the Rules. The
arbitration will be conducted in English. Except as may be otherwise required by law, the existence,
contents or results of any arbitration, including any documents or evidence produced, will be strictly
confidential. The decision of the arbitrators will be final and binding and judgment upon any awards
rendered by the arbitrators may be entered in any court of competent jurisdiction thereof.  The arbitrators
will not be bound by rulings in other arbitrations in which Customer or Advertiser is not a
party. The arbitrators will have the power to grant declaratory or injunctive relief, whether interim or
final, only in favor of the individual party seeking relief and only to the extent necessary to provide relief
warranted by that party’s individual claim without affecting other Google users or other Customers or
Advertisers, and any provisional measures ordered by the arbitrators may be enforced by any court of
competent jurisdiction. Nothing in these Terms will prevent either party from seeking individualized
provisional or preliminary relief from any court of competent jurisdiction, and any such application to a
court for individualized provisional or preliminary relief will not be deemed incompatible with the agreement
to arbitrate or a waiver of the right to arbitrate.

14 Miscellaneous.  (a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS

WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES, EXCEPT
TO THE EXTENT THAT CALIFORNIA LAW IS CONTRARY TO OR PREEMPTED BY FEDERAL UNITED STATES
LAW. (b) EXCEPT AS PROVIDED IN SECTION 13, SOLELY IN THE EVENT THAT SECTION 13 IS NOT
ENFORCED AS TO A PARTICULAR CLAIM OR DISPUTE, ALL CLAIMS ARISING OUT OF OR RELATING TO
THESE TERMS OR THE PROGRAMS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS
OF SANTA CLARA COUNTY, CALIFORNIA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THESE
COURTS.  (c) These Terms are the parties’ entire agreement relating to their subject matter and supersede
any prior or contemporaneous agreements on those subjects. (d) Customer may not make any public
statement regarding the relationship contemplated by these Terms (except when required by
law).   (e) All notices of termination or breach, or under Section 13, must be in writing and addressed to the
other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the
other party's primary contact or other address on file). The email address for notices being sent to
Google’s Legal Department is legal-notices@google.com.  All other notices to Customer will be in writing
and sent to an email address associated with Customer’s account.  All other notices to Google will be in
writing and addressed to Customer’s primary contact at Google or other method made available by
Google.   Notice will be treated as given on receipt, as confirmed by written or electronic means.  These
notice requirements do not apply to legal service of process, which is instead governed by applicable
law. (f) Except for modifications to these Terms by Google under Section 12, any amendment must be
agreed to by both parties and must expressly state that it is amending these Terms.  Neither party will be
treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under
these Terms. If any provision of these Terms is found unenforceable, that provision will be severed and the
balance of the Terms will remain in full force and effect.  (g) Neither party may assign any part of these
Terms without the written consent of the other party save that (A) Google may assign all or part of its
rights and/or obligations under these Terms to an affiliate if Google has notified Customer of the
assignment, and (B) Customer may assign all of its rights and obligations under these Terms to an affiliate
but only where (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains liable
for obligations under these Terms if the assignee defaults on them, and (III) Customer has notified Google
of the assignment.  Any other attempt to transfer or assign is void.   (h) Except as expressly listed in
Sections 11 and 13, there are no third-party beneficiaries to these Terms.  (i) These Terms do not create any
agency, partnership or joint venture among the parties.  (j) Sections 1 (last sentence only)
and 8 through 14 will survive termination of these Terms.  (k) Except for payment obligations, no party or
its affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its
reasonable control.
 

September 1, 2017