Authorized Buyers

Authorized Buyers Terms

Last updated on October 8, 2018

These Authorized Buyers 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 ("Customer").

These Terms will be incorporated by reference into each service agreement or placement order entered into between Customer and Google. These Terms govern Customer's participation in Authorized Buyers and any successor services ("Programs").

In consideration of the foregoing, the parties agree as follows:

  1. Programs

    1.1. 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 (Google's "Affiliates") to place Customer's advertising materials and related technology (collectively "Ads" or "Creative") on any content or property (each a "Property") available through the Programs, whether provided by Google or its Affiliates on behalf of itself or, as applicable, a third party ("Partner").

    1.2. Customer is solely responsible for all:

    1. Creative;
    2. Ad trafficking decisions and targeting decisions ("Targets");
    3. Properties to which Creative directs viewers (e.g., landing pages) and the redirect (e.g., URLs) ("Destinations"); and
    4. services and products advertised on Destinations (collectively "Services").

    1.3. Google and its Affiliates may make available to Customer certain optional Program features (e.g., geographic targeting) to assist with the selection of Targets. Customer is not required to use these 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 those Targets.

    1.4. Google or Partners may reject or remove a specific Ad or Target at any time for any or no reason.

    1.5. Google and its Affiliates may modify or cancel Programs at any time.

    1.6. Customer acknowledges that Google or its Affiliates may participate in Program auctions in support of its own services and products.

    1.7. Some Program features are identified as "Beta," "Ad Experiment," or as otherwise unsupported or confidential ("Beta Features"). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

  2. Policies

    2.1 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 (i) the applicable Program guidelines available at www.google.co.uk/intl/en/authorizedbuyers/guidelines.html, (ii) all applicable Partner policies made available by Google to Customer and (iii) if Customer offers to buy advertising inventory through the Program from Google's AdSense program, for that advertising inventory, applicable Google Ads program policies located at www.google.co.uk/ads/policies (collectively (i), (ii) and (iii), 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.co.uk/policies/privacy; the Advertising Cookies Policy available at www.google.co.uk/ads/cookies; the Trademark Guidelines available at www.google.co.uk/intl/en/permissions/guidelines.html; and the Requirements for Third Party Ad Serving available at adwords.google.com/support/bin/answer.py?answer=94230. In connection with the Program, Google will comply with the Google Privacy Policy.

    2.2 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; (iii) advertise substances, services, products or materials which contravene applicable laws or regulations in any country in which Ads are displayed, placed or otherwise made available; (iv) violate any technical specifications posted on any Property, and/or the Policies, or (v) engage in any other illegal or fraudulent business practice under the laws of any country where an Ad is made available.

    2.3 For each Customer campaign placed through the Programs, the entity on whose Property the Ad was placed (Google or a Partner) may be provided with impression, click and price paid information which lists the associated Advertiser (as defined below) and Customer as the campaign buyer.

    2.4 Google may modify Ads: (i) to make non-material changes; or (ii) as described in Policies. Any other modification to Ads may be requested by Google but requires Customer authorisation, including without limitation by not exercising opt-out rights (e.g., for user interface or Ad quality experiments).

  3. Ad Serving

    3.1 Customer will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Program security measure.

    3.2 Customer may utilise an Ad server solely for serving or tracking Ads. Customer is responsible for inputting Ad server tags so that they are materially functional.

    3.3 Google will have no liability for a discrepancy between Google's impression count ("IC") under the Programs and the IC produced by Customer's Ad server.

  4. Ad Cancellation

    4.1 Unless a Policy or the Program user interface (the "UI") provides otherwise, either party may cancel any Ad at any time before the Ad auction.

    4.2 Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or UI, and Customer remains obligated to pay all charges resulting from served Ads.

    4.3 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 prior notice to Google via email to Customer's account representative or (iii) if Customer does not have an account representative, with prior notice to Google via email to authorizedbuyers-support@google.com.

  5. Warranty and Rights

    5.1 Each party warrants to the other that it will carry out its obligations under these Terms with reasonable skill and care.

    5.2 Customer warrants that:

    1. 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 Programs;
    2. all information and authorisations provided by or on behalf of Customer is complete, correct and current; and
    3. Use of 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.

    5.3 Customer authorizes Google and its Affiliates to: (i) automate retrieval and analysis of Destinations for the purposes of the Programs, unless Customer opts-out in a manner specified by Google and (ii) use automated means to retrieve data (including, without limitation, revenue and impression figures) from Customer's systems. Customer: (x) will not alter, obscure, or otherwise manipulate any such revenue or impression data and (y) will provide all such revenue and impression data in the form and format requested by Google. Customer will provide Google with at least 4 weeks prior notice of, and Google must approve in advance, any changes to Customer's revenue and impression reporting format.

    5.4 Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, the third parties, if any, for which Customer advertises in connection with these Terms ("Advertiser"). Customer will be liable for Advertiser's obligations under and breach of these Terms. Google may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If Customer is using a Program 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.

  6. Payment

    6.1 Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Google, within thirty (30) days after the date of invoice, unless otherwise provided in a service agreement.

    6.2 Late payments bear interest at the rate of 8% per annum above the base rate of Barclays Bank PLC from time to time.

    6.3 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.

    6.4 Charges are solely based on Google's measurements for the Programs and the applicable billing metrics (e.g., clicks or impressions), including without limitation, where applicable, measurements resulting from Google's automated retrieval of data (including, without limitation, revenue and impression figures) from Customer's systems.

    6.5 Any portion of a charge not disputed in good faith must be paid in full. Customer may not offset any payment due under these Terms against any other payment to be made under these Terms. Google may offset any charges invoiced in the immediately subsequent invoice, to account for adjustments in revenue and impression figures retrieved from Customer's systems.

    6.6 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.

    6.7 If Google delivers ads but does not deliver those Ads to the selected Targets, then Customer's sole remedy for Google's failure to deliver those Ads to the selected Targets is to make a claim for advertising credits within 60 days after the invoice date ("Claim Period"), after which Google will issue the credits following claim validation. Customer understands that third parties may generate impressions or clicks on Customer's Ads for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Google will issue the credits following claim validation. To the fullest extent permitted by law: (i) Customer waives all claims relating to any Program charges unless a claim is made within the Claim Period; and (ii) the issuance of advertising credits (if any) is at Google's reasonable discretion.

  7. Privacy

    7.1 Customer must maintain, and will require that all third parties that collect data through Ads maintain, a publicly available online privacy policy that: (i) provides notice of data collection practices related to its Ad campaigns booked through the Program, including without limitation use of a cookie, web beacon or other tracking mechanisms; and (ii) complies with all applicable privacy laws, rules and regulations.

    7.2 Where requested in the Program UI, Customer will identify those third parties that act as Ad servers, research vendors or otherwise collect data though the relevant Ad campaign, ensuring that this list is at all times complete, correct and current.

    7.3 Customer will not alter, and will prohibit third parties from altering, any Ad tags to pass information to Google that Google could use or recognize as personally identifiable information.

    7.4 Google will take reasonable steps to ensure that an end user is provided with clear and comprehensive information about, and gives consent to, the storing and accessing of cookies and other information on the end user's device where such activity occurs in connection with the Programs and where providing such information and obtaining such consent is required by law.

    7.5 The parties agree to the additional terms and conditions available at the following link: https://privacy.google.com/businesses/controllerterms (which may be updated from time to time).

  8. Disclaimers

    Subject to Section 9.1.b, no conditions, warranties or other terms apply to any Program or to any other goods or services supplied by Google or its Affiliates under the Terms unless expressly set out in the Terms. To the fullest extent permitted by law, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). None of Google, its Affiliates or Google’s Partners makes any guarantee in connection with the Programs or Program results.

  9. Limitation of Liability

    9.1 Nothing in the Terms will exclude or limit either party’s liability:

    1. for death or personal injury resulting from the negligence of either party or their servants, agents or employees;
    2. for fraud or fraudulent misrepresentation;
    3. under Section 10 (Indemnification);
    4. for Customer’s breach of Sections 1.7, 3.1, 5.2.c or 12.3;
    5. for payment of sums properly due and owing to the other in the course of normal performance of the Terms; or
    6. for anything which cannot be excluded or limited by law.

    9.2 Neither party shall be liable under or in connection with these Terms (whether in contract, tort, including, without limitation, negligence or otherwise) for any:

    1. loss of profit;
    2. loss of anticipated savings;
    3. loss of business opportunity;
    4. loss of or corruption of data;
    5. loss or damage resulting from third party claims; or
    6. indirect or consequential losses;

    suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date these Terms were accepted by Customer).

    9.3 Subject to Sections 9.1 and 9.2 above, each party's aggregate liability to the other arising from any given event or series of connected events under or in connection with the Terms shall be limited to the greater of: (i) the amount paid or payable by Customer to Google under the Terms in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred and (ii) £25,000.

  10. Indemnification

    Customer will defend, indemnify and hold harmless Google, its Partners, agents, Affiliates and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services and Use and/or breach of these Terms by: (i) Customer; (ii) Advertisers; (iii) creators of content for Advertisers; and (iv) Ad servers and research vendors (other than Google) used by Customer and Advertisers in connection with the Programs. Customer will also ensure compliance with the obligations set forth in Section 7.2. Partners are intended third party beneficiaries of this Section.

  11. Term and Termination

    11.1 Google may modify these Terms at any time without liability. The modified Terms will be posted at www.google.co.uk/intl/en/authorizedbuyers/terms.html. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice.

    11.2 Either party may terminate these Terms at any time with notice to the other party, but: (i) campaigns not cancelled under Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to Google's then standard terms and conditions for the Program available at www.google.co.uk/intl/en/authorizedbuyers/terms.html.

    11.3 Google may suspend Customer's ability to participate in the Programs at any time with notice to Customer. In all cases, the running of any Customer campaigns after termination is in Google's sole discretion.

  12. Miscellaneous

    12.1 These Terms are governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning these terms or the Programs. Nothing in these Terms will limit a party's ability to apply to any court to seek equitable relief.

    12.2 Subject to Section 9.1.b, these Terms set out all the terms agreed between the parties and supersede: (i) all other agreements between the parties relating to its subject matter and (ii) any such agreements entered into by Customer with Admeld LLC, formerly known as AdMeld Inc. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms.

    12.3 No party may make any public statement regarding the relationship contemplated by these Terms (except as required by law).

    12.4 All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The email address for notices being sent to Google's Legal Department is legal-notices@google.com. All other notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law.

    12.5 Except for modifications to these Terms by Google under Section 11, any amendments must be in writing, agreed to by both parties and expressly state that they are amending these Terms.

    12.6 Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

    12.7 If any provision (or part of a provision) of these Terms is invalid, illegal or unenforceable, the rest of these Terms will remain in full force and effect.

    12.8 Neither party may assign any part of these Terms without the written consent of the other party, except to an Affiliate but only where: (i) the assignee has agreed in writing to be bound by these Terms, (ii) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (iii) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.

    12.9 Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms.

    12.10 These Terms do not create any agency, partnership or joint venture among the parties.

    12.11 Sections 1.7, 6, 8, 9, 10, 11 and 12 will survive expiration or termination of these Terms.

    12.12 Except for payment obligations, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.