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Terms of Service  |  AdWords API  |  Google Developers

These AdWords API terms and
conditions (the “
AdWords API
Agreement
“) are entered into by Google LLC, 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
.

  1. Accepting the AdWords API Agreement. You may not use the AdWords API and may not accept this
    AdWords API Agreement if (A) you are not of legal age to form a binding
    contract with Google, or (B) you are a person barred from using or receiving
    the AdWords API under the applicable laws of the United States or other
    countries including the country in which you are resident or from which you use
    the AdWords API.
  2. Entity Level
    Acceptance.
     If you are using the AdWords API on
    behalf of an entity, you represent and warrant that you have authority to bind
    that entity to the AdWords API Agreement and by accepting the AdWords API
    Agreement, you are doing so on behalf of that entity (and all references to
    “you” in this AdWords API Agreement refer to that
    entity).
  3. Registration. In order to access the AdWords API you may be required to
    provide certain information (such as identification or contact details) as part
    of the registration process, or as part of your continued use of the AdWords
    API. Any registration information you give to Google will always be accurate
    and up to date and you’ll inform us promptly of any updates.
  4. Permitted Access. You
    will only access (or attempt to access) the AdWords API by the means described
    in the AdWords API Specifications. You will not misrepresent or mask your
    identity when using the AdWords API. You will require your end users to comply
    with (and not knowingly enable them to violate) applicable laws, regulations,
    and the terms of this AdWords API Agreement.

2.
Definitions.
 The following defined terms have the
following meanings for the purpose of this AdWords API Agreement:

  1. The “use” of the AdWords API means: (A) the
    use of the mark-up language described in the AdWords API Specifications to (1)
    access Google servers through the AdWords API, (2) send information to AdWords
    accounts using an AdWords API Client, or (3) receive information from Google in
    response to AdWords API calls; and/or (B) distributing or developing an AdWords
    API Client.
  2. An “account owner” means the owner of
    record of an account or a party whom the owner of record has authorized to
    access and manage that account.
  3. An
    AdWords API Client” means the
    system of (A) software that can access or Communicate with Google’s servers
    using the AdWords API Specifications (the “
    AdWords
    API Primary Client
    “), and/or (B) software that can
    Communicate AdWords API data with that AdWords API Primary Client, directly or
    indirectly.
  4. AdWords API Specifications” means all
    information and documentation Google provides specifying or concerning the
    AdWords API specifications and protocols and any Google-supplied
    implementations or methods of use of the AdWords API.
  5. Communicate” means that two software applications, directly or through any
    other software, can transfer data in one or both directions by any means,
    regardless of the mechanism or semantics of the communication and even if the
    communication mechanism is one traditionally considered a communication
    mechanism between two separate software applications (for example, pipes or
    sockets).
  6. Developer Token” is the AdWords API
    Program user passkey given to you by Google upon successful sign-up for this
    program.

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:

  1. comply with all
    privacy, data security, and data protection laws, directives, regulations, and
    rules in any jurisdiction applicable to you (
    “Privacy Laws”);
  2. use or otherwise access Personal Information only
    for purposes which are consistent with the consent obtained from the individual
    to whom the Personal Information relates or as expressly permitted in these
    terms by Google;
  3. implement
    appropriate organizational and technical measures to protect the Personal
    Information against loss, misuse, and unauthorized access, disclosure,
    alteration and destruction; and
  4. provide the same level of protection as is required by the EU-US
    Privacy Shield Principles.

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 legal-notices@google.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

June 17, 2019: Changed “Google Inc.” to “Google LLC” in the first paragraph.

If you previously signed up for the AdWords API program,
you will receive an email shortly containing instructions on how to accept
these new terms and conditions.


Except as otherwise noted, the content of this page is licensed under the Creative Commons Attribution 4.0 License, and code samples are licensed under the Apache 2.0 License. For details, see the Google Developers Site Policies. Java is a registered trademark of Oracle and/or its affiliates.

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