Google Marketing Platform Partner Program Terms and Conditions
Last modified: February 19, 2019 (Archived versions)
These Google Marketing Platform Partner Program Terms and Conditions ("Agreement") are entered into by Google LLC ("Google") and the entity executing or accepting the Agreement ("Company" or "You"). The effective date of the Agreement is the date You accept this Agreement ("Effective Date"). This Agreement governs Company's participation in the Google Marketing Platform Partner Program ("Program") and use of the Google Marketing Platform Partner badge(s) (collectively, "Badge") and the Google Marketing Platform Partner Gallery ("Gallery") , available at marketingplatform.google.com/about/partners/find-a-partner (as modified from time to time), which is a site on which certified Google Marketing Platform partners can register to publish or otherwise make available software, services, content and digital materials (collectively, "Products" ) created for use in connection with the Google Marketing Platform. Company must first agree to this Agreement to participate in the Program, to use Badge(s), and to use the Gallery to distribute its Products.
1.1 (a) "Affiliate" means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party. (b) "Confidential Information" means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser's confidential information. (c) "Google Marketing Platform" means the platform at which the products and services referred to at marketingplatform.google.com/about ("GMP Products/Services") are included, as determined by Google in its sole discretion.
2. Accepting this Agreement; Eligibility
2.1 In order to participate in the Program to use the Badge and/or use the Gallery to distribute Your Products, You must first agree to this Agreement by clicking to accept where indicated. This Agreement governs Your participation in the Program and use of the Gallery. Furthermore, Company's participation is subject to Company: (a) having at all times Google's prior approval to participate in the Program; (b) complying at all times with the term of this Agreement; and (c) complying with all Program policies and brand guidelines at marketingplatform.google.com/about/partners/policy and any other guidelines pertaining to use of the Badge as provided by Google from time to time, (such policies and/or guidelines may be updated from time to time by Google and are referred to herein collectively as the "Policies")
2.2 You may not enter into this Agreement if You are (a) not of legal age to form a binding contract with Google, or (b) a person or entity barred from using the GMP Products/Services under the laws of the United States or other countries, including the country in which You are resident or from which You use the GMP Products/Services.
2.3 You represent and warrant that You have full power, capacity, and authority to accept this Agreement. If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept the Agreement, use the Badge, or use the Gallery on behalf of Your employer or other entity.
3. Program Badge
Subject to the terms of this Agreement, Google grants Company a revocable, non-exclusive, non-transferable and non-sublicenseable license to copy and display the Badge solely on Company's website and in Company's marketing materials related to the Program. Except as set forth in this Agreement, Google reserves all rights in the Badge and nothing in this Agreement shall be deemed to grant Company any right, title or interest in or to the Badge. All use by Company of the Badge (including any goodwill associated therewith) shall inure to the benefit of Google. For clarification, (i) Google's approval of participants in the Program is granted on a "per entity" basis, meaning that such approval and the foregoing license applies solely to Company and (ii) not any Affiliate of Company, unless such Affiliate has also been approved separately by Google to participate in the Program.
4. Your Products
Company will be solely liable and responsible (a) to users to whom Company provides its Products ("Customers") and/or Gallery users for all provision of Company's Products (including without limitation any billing or accounting-related activities in connection with providing Company's Products), (b) for support and maintenance of Company's Products, and (c) for addressing any complaints related to Company's Products. Company's support contact information, which Company will provide to Google in the manner specified by Google prior to providing Company's Products to Customers and/or distributing Products in the Gallery, will be displayed on each Product detail page and will otherwise be made available to Customers and/or Gallery users for customer support purposes. Company acknowledges and authorizes Google to display and make available such data to such Customers and/or Gallery users. Company understands and agrees that failure to provide adequate support for its Products may result in low Product ratings, less prominent Product exposure, and/or removal from the Gallery (to be determined at Google's sole discretion). Company will: (a) obtain and maintain all required consents from each Customer and/or Gallery user to provide Products to such users, and to permit Company's access to, monitoring, use and disclosure of data within such user's account for the applicable Product, as well as to obtain all rights necessary to use the data derived from Company's provision of the applicable Product, and (b) ensure that Company has in place any necessary contract between Company and the Customer and/or Gallery user for the provision of each Product and provide each Product in compliance with such agreements as well as any applicable third party agreements. You will not make any representations to Customers and/or Gallery users (or potential Customers and/or Gallery users) regarding the GMP Products/Services and to permit Your access to, monitoring, use and disclosure of data within such user's account for whichever Product You are providing such user, as well as to obtain all rights necessary to use the data derived from Your provision of Your Products.
5. Program Participation
5.1 You agree to participate in the Program, use the Badge, and use the Gallery only for purposes permitted by (a) this Agreement and the Policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.2 If You provide Your Products to Customer and/or use the Gallery to distribute Products, You will protect the privacy and legal rights of Customers and/or Gallery users. If Customers and/or Gallery users provide You with, or Your Product accesses or uses, user names, passwords, or other login information or personal information, You must make the Customer and/or Gallery user aware that the information will be available to Your Product, and you must provide legally adequate privacy notice and protection for such Customers and/or Gallery users. Furthermore, Your Product may only use that information for the limited purposes for which the Customers and/or Gallery user has given You permission to do so. To the extent You share with Google any information You have received from Your Customer and/or Gallery user, you represent that you have obtained any required consents from each such Customer and/or Gallery user. If the Customer and/or Gallery user or Google provides Your Product with Google Account information, Your Product may only use that information to access the Customer's and/or Gallery user's Google Account when, and for the limited purposes for which, the user or Google has given You permission to do so. To the extent that You access, use or otherwise process (x) any information that directly or indirectly identifies a natural person or (y) 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: (I) comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to You; (II) use or otherwise access Personal Information only for purposes which are consistent with the consent obtained by the individual to whom the Personal Information relates or as expressly permitted in these terms by Google; (III) implement appropriate organizational and technical measures to protect the Personal Information against loss, misuse, and unauthorised access, disclosure, alteration and destruction; and (IV) provide the same level of protection as is required by the EU-US Privacy Shield Principles. You will regularly monitor Your adherence to these obligations 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 these obligations and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate level of protection.
5.3 In order to publish Products on the Gallery, You must acquire and maintain a valid Google Account (subject to the then-current terms available at https://www.google.com/intl/en/policies/terms/, as modified from time to time).
5.4 Your participation in the Program and/or use of the Gallery to distribute Products is subject to (a) all terms governing Your use of the Google Marketing Platform, (b) Your agreement to maintain up-to-date contact information on file for use by the Gallery program management team; and (c) Your agreement to maintain current and accurate company listing information in the Gallery. Your participation in the Program and/or use of the Gallery to distribute Products is also subject to, if You are provided with either a free or paid version of the GMP Products/Services, your compliance with the free Google terms governing the use of the GMP Products/Services which the Products are intended to be used in connection with and/or to which You may have access to, (for example, the Google Analytics Terms of Service (whether free or 360) (found at https://www.google.com/analytics/tos.html), the Google Attribution Terms of Service (whether free or 360) (found at https://support.google.com/360suite/answer/7381817), the Data Studio Terms of Service (whether free or 360) (found at https://support.google.com/360suite/datastudio/answer/7019158?hl=en), the Google Optimize Terms of Service (whether free or 360) (found at http://g.co/optimizetos), and the Google Tag Manager Terms of Service (whether free or 360) (found at http://g.co/tagmanagertos) respectively), each as applicable and as updated from time to time ("Google Product Terms"), in addition to his Agreement.
5.5 The Gallery will allow users to rate Products. Along with other factors, Product ratings may be used to determine the placement of Products on the Gallery with higher rated Products generally given better placement, subject to Google's right to change placement at Google's sole discretion. For new partners without Product history, Google may use or publish performance measurements to identify or remove Products that are not meeting acceptable standards, as determined solely by Google. Google reserves the right to display Products to users in a manner that will be determined at Google's sole discretion. Company understands and agrees that Products may be subject to user ratings with which Company may not agree.
5.6 Subject to Company’s compliance with this Agreement, Google may make available to Company tools for purposes of enabling Company to provide certain services to Customers (each such tool, a "Portal"). Company acknowledges and agrees that (a) a Portal is subject to cancellation at any time at Google’s sole discretion without notice; (b) the Company is only permitted to use a Portal during the term of the Agreement; (c) the Portal will only be used for the purposes specified by Google to Company as stated herein and/or for any other uses expressly approved by Google in writing and for no other purpose and (d) Google may terminate a Portal account and/or restrict access to the Portal at any time. Accounts for the Portal will be registered by Google, and Google will provide access credentials to Company. In addition to any restrictions imposed by this Agreement, Company will not: (a) include any information in the Portals that Google could use or recognize as personally identifiable information or Customer information; (b) sublicense or make a Portal available for use by a third party; (c) perform an action with the intent of introducing to Google products and/or services any viruses, worms, defects, Trojan horse, malware, or any items of a destructive nature; (d) interfere with or disrupt the Portal or servers or networks providing the Portal; or (e) reverse engineer or attempt to extract the source code from the Portal or any related software, except to the extent this restriction is expressly prohibited by applicable law. Company acknowledges and agrees that any use by it that is outside the scope of these terms will be deemed a breach of its obligations under this Agreement.
You will not use or disclose any Confidential Information you may have received from Google without Google's prior written consent except for the purpose of performing Your obligations under this Agreement or if required by law, regulation, or court order (in which case, You will give Google as much notice as is reasonably practicable prior to disclosing the Confidential Information to provide Google the opportunity to seek a protective order of the equivalent). You must use reasonable care to protect any Confidential Information you receive from Google, and will not disclose such information, except to employees who need to know it and who are obligated to keep such information confidential. Company hereby grants Google the right to use Company's name and logos in general marketing materials related to the Program and/or the Google Marketing Platform.
7. Prohibited Actions
7.1 You will not engage in any activity in connection with Your participation in the Program, use of the Badge, provision of Your Products, or use of the Gallery, including the development or publication of Products or other materials, that violates the Policies, causes users to violate the Google Product Terms, or that:
- knowingly violates a third party's terms of service,
- violates any applicable laws or regulations,
- interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, Google or any network operator,
- infringes on the intellectual property rights of others,
- engages in unclear, deceptive, or harassing sales practices, including with respect to the Products,
- misrepresents Company's relationship with Google,
- makes improper guarantees to (i) clients, and (ii) potential clients (collectively, (i) and (ii) are referred to as "Clients") about Google or the Google Marketing Platform,
- causes, directly or indirectly, any Client to use the Google Marketing Platform in a way that is inconsistent with the Google Platform Program Policies, available at http://support.google.com/platformspolicy (as modified from time to time)
- causes, directly or indirectly, Clients to violate their agreements with Google or third parties
- misrepresents the certification stream (if any) and/or jurisdiction (if any) for which Google has certified You,
- improperly uses Google marketing materials.
7.2 For all Clients introduced to Company by Google or acquired by Company as a result of the relationship contemplated by this Agreement, Company will not engage in the prohibited business practices listed above.
7.3 You will not access (or attempt to access) the Gallery by any means other than through the interface that is provided by Google.
7.4 You may not divert users or provide links to any other site that mimics the Gallery or passes itself off as the Gallery. For the avoidance of doubt, You may offer paid services as Products so long as You comply with all applicable terms and policies.
7.5 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any Products You publish in the Gallery and for the consequences of Your actions (including any loss or damage which Google or any third party may suffer) by doing so.
7.6 You agree that You are solely responsible for (and that Google has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.
7.7 You will be responsible for making Your Products available to users of the Gallery, providing required Product information to users, and accurately disclosing to users all relevant terms associated with Your Product.
8. License Grants
8.1 You grant to Google and its Affiliates a worldwide, nonexclusive, and royalty-free license to host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use Product listing content, including but not limited to, images and descriptions of Products in the Gallery, according to the publishing options selected by You.
8.2 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Products and any content contained in, accessed by, or transmitted through the Products in connection with the GMP Products/Services. If You choose, You may include a contract in Your Product that will govern the user's rights to the Products in lieu of the previous sentence.
8.3 Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Google.
8.4 You represent and warrant that You have all and will maintain all necessary rights to grant the licenses to the Products and any content contained in, accessed by, or transmitted through the Products to Google, its Affiliates, Clients, and Gallery users.
8.5 Except for the license rights granted in this Agreement, (a) You retain all rights in the Products, and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Google acknowledges and agrees that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to any content that You submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless You have agreed otherwise in writing with Google, You agree that You are responsible for protecting and enforcing those rights and that Google has no obligation to do so on Your behalf.
9. Product Takedowns, Review, and Updates
9.1 You may remove Your Products from future distribution via the Gallery upon at least 7 days notice to Google, but You must comply with this Agreement for any Products distributed through the Gallery. Removing Your Products from future distribution via the Gallery does not (a) affect the license rights of users who have previously downloaded or use Your Products pursuant to whichever contract You may have in place with such Customers and/or Gallery users or (b) remove Your Products from user machines, hardware, or other devices, or from any part of the Gallery where previously downloaded applications are stored on behalf of users.
9.2 While Google is not obligated to monitor the Products or their content, Google may at any time review or test Your Products and their source code (for technology solutions) for compliance with this Agreement, the Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. Google retains the right to refuse to include a Product on the Gallery or may revoke a Partner's certification status in the Program in its sole discretion. As part of the specification for Your Product, Google may ask that You include in the file for Your Product information such as Your name and email address. Google may use this information when featuring the Product in Google's directory or for other uses. If Google is notified by You or otherwise becomes aware and determines in its sole discretion that a Product, any portion thereof, or your brand features:
- violates the intellectual property rights or any other rights of any third party,
- violates any applicable law or is subject to an injunction,
- is pornographic, obscene or otherwise violates Google's hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion,
- is being published or distributed by You improperly,
- may create liability for Google or any third party,
- is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google's or a third party's network,
- violates the terms of this Agreement or the Policies, or
- impacts the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty),
Google may revoke Your certification status in the Program, prevent the Product from being made available in the Gallery, remove the Product from the Gallery, remotely disable or remove the Product from user systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Product at its sole discretion. Google reserves the right to suspend or bar any Product from the Gallery at any time in its sole discretion.
10. Your Partner Credentials
10.1 You agree that You are responsible for maintaining the confidentiality of any credentials or keys that may be issued to You by Google in connection with the Agreement or Gallery or which You may choose Yourself and that You will be solely responsible for all applications that are developed under Your credentials.
10.2 Google may limit the number of Products that You may publish to the Gallery.
11. Customer Satisfaction (CSAT)
11.1 Company will, on Google's behalf, or permit Google to request from a Client and/or receive feedback (positive or negative, solicited or unsolicited) from a Client regarding (a) the Google Marketing Platform, (b) any Product, and (c) Company's advice, implementation, provision, or other aspects of Company's participation in the Program ("Client Feedback"). Client Feedback will be sent directly to Google from Client(s). Google may review Client Feedback and based on the results decide to revoke Company's eligibility to participate in the Program.
12. Privacy and Information
12.1 In order to continually innovate and improve the Gallery, You understand and agree that Google may collect certain usage statistics from the Gallery and user machines, devices, or other hardware, including but not limited to, information on how the Gallery and Products are being used.
13. Term; Termination
13.1 This Agreement will remain in effect until terminated by either You or Google as set out below.
13.2 Either party may terminate this Agreement at any time, for any or no reason, with thirty (30) days prior notice to the other party.
13.3 Google may, at any time, immediately terminate this Agreement with You if:
- You have breached any provision of this Agreement;
- Google is required to do so by law, or
- Google decides to no longer provide the Program and/or the Gallery, or a portion thereof.
13.4 Upon any termination of this Agreement, You (i) will no longer be a Google Marketing Platform Partner Program Partner, (ii) must cease Your use of any Gallery credentials, and (iii) must cease use of the Badge.
14. DISCLAIMER OF WARRANTIES
14.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAM AND USE OF THE GALLERY AND/OR BADGE IS AT YOUR SOLE RISK AND THAT THE PROGRAM, THE GALLERY, AND THE BADGE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.
14.2 YOUR PARTICIPATION IN THE PROGRAM AND USE OF THE GALLERY AND/OR BADGE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GALLERY OR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
14.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Google, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from:
- Your participation in the Program and use of the Gallery and/or Badge in violation of this Agreement, the Policies, or any applicable laws or regulations;
- Your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; or
- Any third party claims arising out of or relating to Your Product , Your participation in the Program, or Your use of the Gallery.
17. Changes to the Agreement
Google may make changes to this Agreement from time to time. When these changes are made, Google will make a new copy of the Agreement available at marketingplatform.google.com/about/partners/tos (as modified from time to time). Google will also post a notification on the Gallery site describing the modifications made. The changes will become effective, and will be deemed accepted by You, (a) immediately for those who become Partners after the notification is posted, or (b) for pre-existing Partners, the modified Agreement will become effective seven (7) days after the posting of the notification if You continue to participate in the Program or use the Gallery.
18. General Legal Terms
18.1 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. If there is a conflict between any terms of this Agreement, the Policies or Google Product Terms, the term of this Agreement will govern.
18.2 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
18.3 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
18.4 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
18.5 Export Restrictions. Products available on the Gallery may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.
18.6 Assignment; Change of Control. Company may not assign any part of this Agreement without Google's prior written consent, not to be unreasonably withheld or denied. Upon the earlier of (i) Company entering into an agreement providing for a change of control (for example, through a stock purchase or sale, merger, asset sale, liquidation or other similar form of corporate transaction), (ii) Company's board of directors recommending its shareholders approve a change of control, or (iii) the occurrence of a change of control (each, a "Change of Control Event"), Company will provide notice to Google promptly, but no later than three (3) days, after the occurrence of the Change of Control Event. Google may terminate this Agreement by sending notice to Company and the termination will be effective upon the earlier of delivery of the termination notice or three (3) days after the occurrence of the Change of Control Event.
18.7 ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GALLERY 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; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
18.8 The obligations in Sections 1, 4, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17 and 18 will survive any expiration or termination of this Agreement.
18.9 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
18.10 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
18.11 Notices. 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 email@example.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).