Google Adwords Agreement

11 Term. Google may not make material changes to these Terms at any time without notice, but Google will notify you in advance of any material changes to these Terms. Changes to the terms and conditions do not apply retroactively and come into effect no later than 7 days after notification. However, changes for legal reasons may enter into force immediately after notification. Either party may terminate these Terms at any time by notifying the other party, but (i) campaigns that have not been cancelled in accordance with Section 4 and new campaigns may be executed and booked, and (ii) continued use of the Program is subject to Google`s then-applicable Program Terms and Conditions, available at www.google.com/ads/terms. Google may suspend Customer`s ability to participate in the Programs at any time, for .B. in the event of payment problems, alleged or actual violations of the Guidelines or these Terms, or for legal reasons. In any case, the execution of customer campaigns after termination is at Google`s sole discretion. 6. Brand Features. “Brand Features” means the trade names, trademarks, service marks, logos, domain names and other distinguishing features of each party.

Unless expressly stated otherwise, these Terms do not grant any right, title or interest in or to the trademarks of either party. Any use by you of the Google Brand Features (including any related goodwill) will benefit Google. You may only use the Google Marks in accordance with these Terms and for the purpose of fulfilling your obligations under this section. When using Google brand marks, you must follow the Google Brand Label Usage Guidelines under www.google.com/permissions/guidelines.html. You understand and agree that it is in Google`s sole discretion to determine whether your attributions and use of Google Brand Features comply with the above requirements and guidelines. This Agreement is effective at the time of purchase between MessageKey LLC, an Arizona-based company located at 4400 N. Scottsdale Rd. Suite 9850, Scottsdale, AZ. 85251 (“MESSAGEKEY”) and your company (“Customer”) 10. Limitation.

Google assumes no liability whether arising out of title, special, direct, indirect, exemplary, punitive, or otherwise under this AdWords API Agreement, whether under contract, tort, or other legal theory, even if the possibility of such liability has been indicated and notwithstanding the failure of the essential purpose of a limited remedy. In the event that any of the above is unenforceable, Google`s total liability under this Agreement will be limited to the greater of $1,000 or the amount of the AdWords API fees you paid to Google in the month preceding the claim. The AdWords API is provided primarily as a convenience to Google users and, as such, you agree that the exclusions and limitations of liability in this Agreement (including, but not limited to, this Section and Section 9) constitute a fair allocation of risk and form an integral part of this Agreement, including, but not limited to, fees charged by Google. 14. Modification. Google may change the terms and conditions contained in this API Agreement at any time and in its sole discretion by posting a notice of change to your account, amending the AdWords FAQ Agreement, emailing the email address of your AdWords account or Developer Token account, or otherwise notifying you. Changes to this API Agreement will not apply retroactively and will take effect no earlier than 30 days after they are posted. However, changes related to new features or changes made for legal reasons will take effect immediately upon notification. IF A CHANGE IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT.

YOUR CONTINUED USE OF THE ADWORDS API, MAINTAINING OWNERSHIP OF A COPY OF THE ADWORDS API SPECIFICATIONS, OR DEVELOPING OR DISTRIBUTING AN ADWORDS API CLIENT AFTER NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements or understandings between the parties with respect to the subject matter of this Agreement. Any amendment to this Agreement shall only be effective if it is made in writing and signed by both parties. .