10. Termination
You may terminate the Agreement at
any time by completing the account cancellation process. The Agreement will be
considered terminated within 10 working 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. The parties agree to waive any provisions of local law
which may limit, restrict, require a court order or otherwise inhibit Google’s
ability to terminate this Agreement at its sole discretion. 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 monetise 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.
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. If Google is obligated to withhold any taxes from its payments
to you, Google will notify you of this and will make the payments net of the
withheld amounts. Google will provide you with original or certified copies of
tax payments (or other sufficient evidence of tax payments) if any of these payments
are made by Google.
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 licence for use of such software. This licence 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. 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 licence 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 licence 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 labelled 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.