Free Range Content, Inc. v. Google Inc.

Filing 1

COMPLAINT against Google Inc. ( Filing fee $ 400, receipt number 0971-8630586.). Filed byFree Range Content, Inc.. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Civil Cover Sheet)(Friedman, Jeff) (Filed on 5/20/2014)

Exhibit B

Google AdSenseTM Online Standard Terms and Conditions
PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE
FAQ BEFORE REGISTERING FOR THE GOOGLE ADSENSE ONLINE PROGRAM.
PARTICIPATION IN THE GOOGLE ADSENSE ONLINE PROGRAM INDICATES
THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT
ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR
OR PARTICIPATE IN THE GOOGLE ADSENSE ONLINE PROGRAM.
Introduction. This agreement ("Agreement") between You and Google Inc. ("Google")
consists of these Google AdSense Online Program (the "Program") Standard Terms and
Conditions ("Terms and Conditions"). A description of the Program, as generally offered by
Google, is available at the Program Frequently Asked Questions ("FAQ") URL, located
at https://www.google.com/adsense/faq, or such other URL as Google may provide from time
to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by
the same or affiliated persons, and/or any agency or network acting on its (or their) behalf,
which shall also be bound by the terms of this Agreement.
1. Program Participation. Participation in the Program is subject to Google’s prior
approval and Your continued compliance with the Program Policies ("Program
Policies"), located at https://www.google.com/adsense/policies, and/or such other URL
as Google may provide from time to time. Google reserves the right to refuse
participation to any applicant or participant at any time in its sole discretion. By
enrolling in the Program, You represent that You are at least 18 years of age and agree
that Google may serve (a) third party and/or Google provided advertisements and/or
other content (such third party provided advertisements, Google provided
advertisements and other content, collectively, "Ads"), provided, however, that if
Google serves non-compensated content, You will have the ability to opt out of
receiving such content as part of the Program, (b) related Google queries and/or Ad
search box(es) (collectively, “Links”), (c) Google Web and/or Site search results
(collectively, "Search Results"), and/or (d) Google referral Ads (“Referral Buttons”),
each in connection with the Web site(s), media player(s), video content and/or mobile
content that You designate, or such other properties expressly authorized in writing by
Google (including by electronic mail) (such other properties, “Other Properties”), and
the Atom, RSS, or other feeds distributed through such Web site(s) , media player(s),
video content, mobile content and/or Other Properties (each such Web site, media
player, video content, mobile content, Other Property or feed, a "Property"). For the
avoidance of doubt, any reference in this Agreement or the Program Policies to an
individual “Web page”, “Web site”, “Web site page” or the like that is part of the
Property will also mean feeds and media players distributed through such Web site.
Multiple accounts held by the same individual or entity are subject to immediate
termination unless expressly authorized in writing by Google (including by electronic
mail). In some circumstances expressly authorized in writing by Google (including by
electronic mail), You may enroll in the Program and create an account for the sole
purpose of receiving payment from Google, and not, for purposes of clarification, for
the purpose of displaying Ads, Links, Search Results and/or Referral Buttons on a

Property. If, however, You subsequently use your Account to participate in the
Program (i.e. for the purpose of displaying Ads, Links, Search Results and/or Referral
Buttons on a Property), then such use of the Program will be governed by the terms of
this Agreement. You must have and abide by an appropriate privacy policy that clearly
discloses that third parties may be placing and reading cookies on your users’ browser,
or using web beacons to collect information, in the course of ads being served on your
website. Your privacy policy should also include information about user options for
cookie management.
2. Implementation and Operation of Ads, Search Results, and Referrals. You agree to
comply with the specifications provided by Google from time to time to enable proper
delivery, display, tracking, and reporting of Ads, Links, Search Results, Referral
Buttons, and Google Brand Features (as defined in Section 12 below) in connection
with Your Property(ies), including without limitation by not modifying the JavaScript
or other programming provided to You by Google in any way, unless expressly
authorized in writing by Google (including by electronic mail).
o

AdSense for Search. If You have elected to receive Search Results, You will
display on Your Property(ies) a Google search box (a "Search Box") in
accordance with the specifications provided by Google. Except for related
Google queries, all search queries (including queries entered into an Ad search
box) must originate from individual human end users inputting data directly into
a Search Box (or Ad search box, as applicable) on Your Property(ies). You will
send any and all queries (without editing, filtering, truncating, appending terms
to or otherwise modifying such queries individually or in the aggregate) to
Google and Google will use commercially reasonable efforts to provide You
with corresponding Search Results and/or Ads, as applicable and as available.
Search Results and any accompanying Ads will be displayed on Web pages that
may be hosted by Google (each, a "Search Results Page"), and the format, look
and feel of those Web pages hosted by Google may be modified by Google from
time to time.

o

AdSense for Content. All content and Property-based Ads (and Ads served in
response to end user clicks on and queries entered into Links, if any) shall be
grouped by Google and displayed with Links (where applicable) to end users of
the Property(ies) as ad units (such groups of Ads and/or Links collectively
referred to as "Ad Units") in standard formats as offered generally by Google
from time to time, as may be described in the FAQ. You may select a format
approved by Google for the display of Ad Units in connection with the
Property(ies), but You acknowledge and agree that Ads and/or Links: (i) shall
only be displayed in connection with the Property(ies), each of which is subject
to review and approval by Google in its discretion at any time; and (ii) shall be
subject to the placement guidelines set forth herein.

o

Referrals. If You have elected to use the Google AdSense Referrals feature,
You will implement any Referral Buttons on Your Property(ies) in accordance

with the specifications provided by Google. End users who click on a Referral
Button will be directed to a Web page that may be hosted by Google (“Referral
Page”), and the format, look and feel of those Web pages hosted by Google may
be modified by Google from time to time. A “Referral Event” will be initiated
when an end user clicks on a Referral Button from the Property and will be
completed when the referral requirements for the relevant product are satisfied
in accordance with this Agreement. Such referral requirements, along with the
payment amount applicable to the Referral Event, are located
at https://www.google.com/adsense/referrals, or such other URL as Google may
provide from time to time. You agree to comply with the specifications provided
by Google from time to time to enable proper tracking and reporting of Referral
Events in connection with Your Property. You shall not promote or facilitate a
Referral Event by any means other than displaying a Referral Button on the
Property, unless expressly authorized in writing by Google (including by
electronic mail).
o

AdSense for Video. If you have elected to use AdSense for Video, Your
participation is subject to your continued compliance with the AdSense for
Video
Program
policies
located
at http://adsense.google.com/support/bin/answer.py?answer=73987 or the URL
as Google may provide from time to time. All Ads (including Ads served in
response to end user clicks on and queries entered into Links, if any) shall be (1)
grouped by Google and displayed with Links (where applicable) to end users of
the Property(ies) as Ad Unit(s) or (2) pre-, post- or interstitial roll in connection
with third party video content, in each case in standard formats as offered
generally by Google from time to time, as may be further described in the
applicable policies. You acknowledge and agree that the Ads will be displayed
on the Property in a video format approved by Google, and that such Ads: (i)
shall only be displayed in connection with the Property(ies) and nonadvertisement video content (collectively “Video Media”), all of which is
subject to review and approval by Google in its discretion at any time; and (ii)
shall only be requested in connection with end user initiated Video Media. In
addition, You agree that You may only display one (1) Ad Unit within Your
media player at any single time, unless otherwise approved by Google in
writing.

o

General; Serviced Pages; Filtering; Beta Features. You agree not to display
on the same Web page in connection with which any Ad Unit, Ad, Link, Search
Box, or Referral Button is displayed (a "Serviced Page") any advertisement(s)
or content that an end user of Your Property(ies) would reasonably confuse with
a Google advertisement or otherwise associate with Google. Certain Google
services available as part of the Program may contain filtering capability, such
as SafeSearch or AdSafe, that You may access through Your account. However,
if You elect to enable any such filters, You acknowledge and agree that: (i) it is
Your responsibility to enable such features in accordance with the specifications
provided by Google, and (ii) Google does not and cannot commit that all results

(including Ads, Links and Search Results) will be limited to results elected by
enabling such filter(s). Some Program features are identified as “Beta” or
otherwise unsupported (“Beta Features”). To the fullest extent permitted by
law, Beta Features are provided "as is" and at Your option and risk. You shall
not disclose to any third party any information from Beta Features, existence of
non-public Beta Features or access to Beta Features. .
3. Communications Solely With Google. You agree to direct to Google, and not to any
advertiser, any communication regarding any Ad(s) or Link(s) displayed in connection
with Your Property(ies).
4. Parties' Responsibilities. You are solely responsible for the Property(ies), including all
content and materials, maintenance and operation thereof, the proper implementation of
Google's specifications, and adherence to the terms of this Agreement, including
compliance with the Program Policies. Google reserves the right to investigate, at its
own discretion, any activity that may violate this Agreement, including but not limited
to any use of a software application to access Ads, Links, Search Results, or Referral
Buttons or to complete any Referral Event, or any engagement in any activity
prohibited by this Agreement. Google is not responsible for anything related to Your
Property(ies), including without limitation the receipt of queries from end users of Your
Property(ies) or the transmission of data between Your Property(ies) and Google. In
addition, Google shall not be obligated to provide notice to You in the event that any
Ad, Link, Search Result, or Referral Button is not being displayed properly to, or
Referral Event is not being completed properly by, end users of the Property(ies).
5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to:
(i) directly or indirectly generate queries, Referral Events, or impressions of or clicks on
any Ad, Link, Search Result, or Referral Button (including without limitation by
clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or
other invalid means, including but not limited to through repeated manual clicks, the
use of robots or other automated query tools and/or computer generated search requests,
and/or the unauthorized use of other search engine optimization services and/or
software; (ii) edit, modify, filter, truncate or change the order of the information
contained in any Ad, Link, Ad Unit, Search Result, or Referral Button, or remove,
obscure or minimize any Ad, Link, Ad Unit, Search Result, or Referral Button in any
way without authorization from Google; (iii) frame, minimize, remove or otherwise
inhibit the full and complete display of any Web page accessed by an end user after
clicking on any part of an Ad ("Advertiser Page"), any Search Results Page, or any
Referral Page; (iv) redirect an end user away from any Advertiser Page, Search Results
Page, or Referral Page; provide a version of the Advertiser Page, Search Results Page,
or Referral Page that is different from the page an end user would access by going
directly to the Advertiser Page, Search Results Page, or Referral Page; intersperse any
content between the Ad and the Advertiser Page, between the page containing the
Search Box and the Search Results Page, or between the Referral Button and the
Referral Page; or otherwise provide anything other than a direct link from an Ad to an
Advertiser Page, from the page containing the Search Box to the Search Results Page,

or from the Referral Button to the Referral Page; (v) display any Ad(s), Link(s), or
Referral Button(s) on any Web page or any Web site that contains any pornographic,
hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or
activate Ads, Links, Search Results, or Referral Buttons through or from, or otherwise
incorporate the Ads, Links, Search Results, or Referral Buttons in, any software
application, Web site, or other means other than Your Property(ies), and then only to
the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in
any non-transitory manner store or cache information obtained from any Ads, Links,
Search Results, or Referral Events, or any part, copy, or derivative thereto; (viii) act in
any way that violates any Program Policies posted on the Google Web Site, as may be
revised from time to time, or any other agreement between You and Google (including
without limitation the Google AdWords program terms); (ix) disseminate malware; (x)
create a new account to use the Program after Google has terminated this Agreement
with You as a result of your breach of this Agreement; or (xi) engage in any action or
practice that reflects poorly on Google or otherwise disparages or devalues Google’s
reputation or goodwill. You acknowledge that any attempted participation or violation
of any of the foregoing is a material breach of this Agreement and that we may pursue
any and all applicable legal and equitable remedies against You, including an
immediate suspension of Your account or termination of this Agreement, and the
pursuit of all available civil or criminal remedies.
6. Termination; Cancellation. Subject to any third party agreements You may have with
other Google customers (e.g., Your Web hosting company), You may stop displaying
Ads, Links, Search Boxes, or Referral Buttons on any Property in the Program with or
without cause at any time by removing the Google JavaScript or similar programming
from Your Properties. You may terminate this Agreement with or without cause at any
time by sending written notice of your desire to cancel Your participation in the
Program to [e-mail]. This Agreement will be deemed terminated
within ten (10) business days of Google's receipt of Your notice. Google may
investigate any activity that may violate this Agreement. Google may at any time, in its
sole discretion, terminate all or part of the Program, terminate this Agreement, or
suspend or terminate the participation of any Property in all or part of the Program for
any reason. In addition, Google reserves the right to terminate without notice any
account that has not generated a sufficient number of valid clicks on Ads or Referral
Buttons or valid impressions of Ads (in each case as measured by Google) for a period
of two (2) months or more. Upon termination of participation of any Property in the
Program or termination of this Agreement for any reason, Sections 3, 6 through 10, and
14 through 17 shall survive termination.
7. Confidentiality. You agree not to disclose Google Confidential Information without
Google's prior written consent. "Google Confidential Information" includes without
limitation: (a) all Google software, technology, programming, specifications, materials,
guidelines and documentation relating to the Program; (b) click-through rates or other
statistics relating to Property performance in the Program provided to You by Google;
and (c) any other information designated in writing by Google as "Confidential" or an
equivalent designation. However, You may accurately disclose the amount of Google’s

gross payments to You pursuant to the Program. Google Confidential Information does
not include information that has become publicly known through no breach by You or
Google, or information that has been (i) independently developed without access to
Google Confidential Information, as evidenced in writing; (ii) rightfully received by
You from a third party; or (iii) required to be disclosed by law or by a governmental
authority.
8. No Guarantee. Google makes no guarantee regarding the level of impressions of Ads
or clicks on any Ad or Referral Button, the timing of delivery of such impressions
and/or clicks, the completion of Referral Events, or the amount of any payment to be
made to You under this Agreement. In addition, for the avoidance of doubt, Google does
not guarantee the Program will be operable at all times or during any down time (i) caused by
outages to any public Internet backbones, networks or servers, (ii) caused by any failures of
Your equipment, systems or local access services, (iii) for previously scheduled maintenance or
(iv) relating to events beyond Google’s (or its wholly owned subsidiaries’) control such as
strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions,
earthquakes, natural disasters, or interruptions in Internet services to an area where Google (or
its wholly owned subsidiaries) or Your servers are located or co-located.

9. No Warranty. GOOGLE MAKES NO WARRANTY, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING,
LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY
DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO
THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR
DISPLAYED IN CONNECTION WITH NON-GOOGLE CONTENT, GOOGLE
SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF
SUCH ADS, LINKS, AND SEARCH RESULTS.
10. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION
AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF
ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY
INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER
PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND (ii) GOOGLE'S AGGREGATE LIABILITY TO
PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO
THE NET AMOUNT PAID BY GOOGLE TO PUBLISHER DURING THE THREE
MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each party acknowledges that the other party has entered into this Agreement relying on
the limitations of liability stated herein and that those limitations are an essential basis
of the bargain between the parties. Without limiting the foregoing and except for
payment obligations, neither party shall have any liability for any failure or delay

resulting from any condition beyond the reasonable control of such party, including but
not limited to governmental action or acts of terrorism, earthquake or other acts of God,
labor conditions, and power failures.
11. Payment. You shall receive a payment related to the number of valid clicks on Ads, the
number of valid impressions of Ads, the number of valid completions of Referral
Events initiated through Referral Buttons displayed in connection with Your
Property(ies), and/or other events performed in connection with the display of Ads on
Your Property(ies), in each case as determined by Google for its participants in the
Program. If You have elected to receive Search Results, this payment will be offset by
fees applicable to Search Results. Unless otherwise agreed to by the parties in writing
(including by electronic mail), payments to You shall be sent by Google within
approximately thirty (30) days after the end of each calendar month that Ads or Referral
Buttons are running on Your Property or that Ads are running on Search Results Pages
if Your earned balance is $100 or more. In the event the Agreement is terminated,
Google shall pay Your earned balance to You within approximately ninety (90) days
after the end of the calendar month in which the Agreement is terminated by You
(following Google's receipt of Your written request, including by email, to terminate the
Agreement) or by Google. In no event, however, shall Google make payments for any
earned balance less than $10. Notwithstanding the foregoing, Google shall not be liable
for any payment based on: (a) any amounts which result from invalid queries, invalid
Referral Events, or invalid clicks or impressions on Ads generated by any person, bot,
automated program or similar device, as reasonably determined by Google, including
without limitation through any clicks or impressions (i) originating from Your IP
addresses or computers under Your control, (ii) solicited by payment of money, false
representation, or request for end users to click on Ads, or (iii) solicited by payment of
money, false representation, or any illegal or otherwise invalid request for end users to
complete Referral Events; (b) Ads or Referral Buttons delivered to end users whose
browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and
other placeholder or transparent Ads that Google may deliver; or (d) clicks co-mingled
with a significant number of invalid clicks described in (a) above, or as a result of any
breach of this Agreement by You for any applicable pay period. Google reserves the
right to withhold payment or charge back Your account due to any of the foregoing or
any breach of this Agreement by You, pending Google's reasonable investigation of any
of the foregoing or any breach of this Agreement by You, or in the event that an
advertiser whose Ads are displayed in connection with Your Property(ies) defaults on
payment for such Ads to Google. In addition, if You are past due on any payment to
Google in connection with any Google program (including without limitation the
Google AdWords program), Google reserves the right to withhold payment until all
outstanding payments have been made or to offset amounts owed to You in connection
with the Program by amounts owed by You to Google. To ensure proper payment, You
are solely responsible for providing and maintaining accurate address and other contact
information as well as payment information associated with Your account. For U.S.
taxpayers, this information includes without limitation a valid U.S. tax identification
number and a fully-completed Form W-9. For non-U.S. taxpayers, this information
includes without limitation either a signed certification that the taxpayer does not have

U.S. Activities (as described on the Google AdSense: Tax Information Page located
at https://www.google.com/adsense/taxinfo, or such other URL as Google may provide
from time to time) or a fully-completed Form W-8 or other form, which may require a
valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank
fees related to returned or cancelled checks due to a contact or payment information
error or omission may be deducted from the newly issued payment. You agree to pay all
applicable taxes or charges imposed by any government entity in connection with Your
participation in the Program. Google may change its pricing and/or payment structure at
any time. If You dispute any payment made under the Program, You must notify
Google in writing within thirty (30) days of any such payment; failure to so notify
Google shall result in the waiver by You of any claim relating to any such disputed
payment. Payment shall be calculated solely based on records maintained by Google.
No other measurements or statistics of any kind shall be accepted by Google or have
any effect under this Agreement. The payments made under this Agreement are for use
by You only and may not be transferred or in any manner passed on to any third party
(i.e., distributed to Properties managed by You that require separate payments) unless
expressly authorized in writing by Google (including by electronic mail). From time to
time Google may be holding funds, payments and other amounts due to You in
connection with the AdSense Program. You acknowledge and agree that Google may,
without further notice to You, contribute to a charitable organization selected by Google
all funds, payments and other amounts related to the AdSense Program that are held by
Google and that are due to you (if any), but which Google is unable to pay or deliver to
You because Your account is Inactive (as defined below). “Inactive” means that, based
on Google’s records: (a) for a period of two (2) years or more You have not logged into
your account or accepted funds, payments or other amounts that Google has attempted
to pay or deliver to You, and (b) Google has been unable to reach You, or has not
received adequate payment instructions from You, after contacting You at the address
shown in Google’s records.
12. Publicity. You agree that Google may use Your name and logo in presentations,
marketing materials, customer lists, financial reports, Web site listings of customers,
Search Results Pages, and Referral Pages. If You wish to use Google's trade names,
trademarks, service marks, logos, domain names, and other distinctive brand features
("Brand Features"), You may do so, so long as such use is in compliance with this
Agreement and in compliance with Google's then current Brand Feature use guidelines,
and any content contained or referenced therein, which guidelines may be found at the
following URL: http://www.google.com/permissions/guidelines.html (or such other
URL Google may provide from time to time).
13. Representations and Warranties. You represent and warrant that (a) all of the
information provided by You to Google to enroll in the Program is correct and current;
(b) You are the owner of each Property or You are legally authorized to act on behalf of
the owner of such Property(ies) for the purposes of this Agreement and the Program; (c)
You have all necessary right, power, and authority to enter into this Agreement and to
perform the acts required of You hereunder; and (d) You have complied and will
continue to comply with all applicable laws, statutes, ordinances, and regulations

(including without limitation the CAN-SPAM Act of 2003 and any relevant data
protection or privacy laws) in Your performance of any acts hereunder. In addition, to
the extent that Your Site is a media player (1) You represent and warrant that You have
a valid license to use and distribute such media player (including all content therein,
including without limitation any Ads or Ad Units) for the purposes of this Agreement
and the Program; and (2) You shall ensure that any media player(s) that constitute the
Site shall comply with the terms and conditions set forth herein. You further represent
and warrant that each Property and any material displayed therein: (i) comply with all
applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not
breached any duty toward or rights of any person or entity including, without limitation,
rights of intellectual property, publicity or privacy, or rights or duties under consumer
protection, product liability, tort, or contract theories; and (iii) are not pornographic,
hate-related or otherwise violent in content.
14. Your Obligation to Indemnify. You agree to indemnify, defend and hold Google, its
agents, affiliates, subsidiaries, directors, officers, employees, and applicable third
parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants
and contractors) (collectively "Indemnified Person(s)") harmless from and against any
and all third party claims, liability, loss, and expense (including damage awards,
settlement amounts, and reasonable legal fees), brought against any Indemnified
Person(s), arising out of, related to or which may arise from Your use of the Program,
the Property(ies), and/or Your breach of any term of this Agreement.
15. Google Rights. You acknowledge that Google owns all right, title and interest,
including without limitation all Intellectual Property Rights (as defined below), in and
to the Program (including Google's ad serving technology, search technology, referral
technology, and Brand Features, including implied licenses, and excluding items
licensed by Google from third parties and excluding any third party media player that
may comprise the Property), and that You will not acquire any right, title, or interest in
or to the Program except as expressly set forth in this Agreement. You will not modify,
adapt, translate, prepare derivative works from, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code from any Google services,
software, or documentation, or create or attempt to create a substitute or similar service
or product through use of or access to the Program or proprietary information related
thereto. 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 (including without limitation the display of
Google’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or
Referral Buttons, as applicable). "Intellectual Property Rights" means any and all
rights existing from time to time under patent law, copyright law, semiconductor chip
protection law, moral rights law, trade secret law, trademark law, unfair competition
law, publicity rights law, privacy rights law, and any and all other proprietary rights, as
well as, any and all applications, renewals, extensions, restorations and re-instatements
thereof, now or hereafter in force and effect worldwide.
16. Information Rights. Google may retain and use, subject to the terms of the Google

Privacy Policy (located at http://www.google.com/privacy.html, or such other URL as
Google may provide from time to time), all information You provide, including but not
limited to Property demographics and contact and billing information. You agree that
Google may transfer and disclose to third parties personally identifiable information
about You for the purpose of approving and enabling Your participation in the Program,
including to third parties that reside in jurisdictions with less restrictive data laws than
Your own. Google may also provide information in response to valid legal process,
such as subpoenas, search warrants and court orders, or to establish or exercise its legal
rights or defend against legal claims. Google disclaims all responsibility, and will not be
liable to You, however, for any disclosure of that information by any such third party.
Google may share non-personally-identifiable information about You, including
Property URLs, Property-specific statistics and similar information collected by
Google, with advertisers, business partners, sponsors, and other third parties. In
addition, You grant Google the right to access, index and cache the Property(ies), or any
portion thereof, including by automated means including Web spiders or crawlers.
17. Miscellaneous. This Agreement shall be governed by the laws of California, except for
its conflicts of laws principles. Any dispute or claim arising out of or in connection with
this Agreement shall be adjudicated in Santa Clara County, California. The parties
specifically exclude from application to the Agreement the United Nations Convention
on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof. Any modifications to this
Agreement must be made in a writing executed by both parties, by Your online
acceptance of updated terms, or after Your continued participation in the Program after
such terms have been updated by Google. The failure to require performance of any
provision shall not affect a party's right to require performance at any time thereafter,
nor shall a waiver of any breach or default of this Agreement constitute a waiver of any
subsequent breach or default or a waiver of the provision itself. If any provision herein
is held unenforceable, then such provision will be modified to reflect the parties'
intention, and the remaining provisions of this Agreement will remain in full force and
effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such
attempt may result in termination of this Agreement, without liability to Google.
Notwithstanding the foregoing, Google may assign this Agreement to any affiliate at
any time without notice. The relationship between Google and You is not one of a legal
partnership relationship, but is one of independent contractors.
2008-02-25