Licensed Content for Google Inventory Syndication Terms
This content license agreement consists of the Information Table, these terms, and any attachments (together the “Agreement”).
1 Definitions
1.1 In this Agreement:
(a) “CCPA” means, as applicable: (i) the California Consumer Privacy Act of 2018, California Civil Code 1798.100 et seq. (2018), as amended; and (ii) any other applicable data protection laws modeled on the CCPA.
(b) “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.
(c) “GDPR” means, as applicable: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data, and repealing Directive 95/46/EC, as amended;
(ii) the UK’s General Data Protection Regulation (as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force); and (iii) any other applicable data protection laws modelled on the GDPR.
(d) “including” means “including but not limited to.”
(e) “Licensed Content” means: (a) all content made available by Licensor to Google under this Agreement
using the delivery method in Attachment A; and (b) any Updates.
(f) “Personal Data” has the meaning given to it in the GDPR.
(g) “Personal Information” has the meaning given to it in the CCPA.
(h) “Update(s)” means Licensor’s updates, refreshes, corrections, or modifications to Licensed Content.
(i) “Users” means users of Google products and services, including users of Google APIs.
1.2 All terms in quotation marks in the Information Table are defined terms. Any examples in this Agreement are
illustrative and not the sole examples of a particular concept.
2 License
2.1 Grant. During the License Term, Licensor grants to Google a non-exclusive, worldwide, sublicensable (under Section 2.2 (Sublicensing)) license to reproduce, create derivative works based on, distribute, publicly display, publicly perform, and otherwise use the Licensed Content in connection with Google products or services.
2.2 Sublicensing. Google may sublicense the rights granted in this Agreement to its:
(a) affiliates (but only if (i) Google ensures that its affiliates are subject to the same obligations as Google,
and (ii) Google is liable for its affiliates’ breach of those obligations); and
(b) Users (to the extent necessary to permit them to use Google products and services).
2.3 Retention of Rights. As between the parties:
(a) Licensor retains all rights in Licensed Content; and
(b) Google retains all rights in (i) Google products and services; (ii) Google-created content; and (iii) User-
generated content.
2.4 No Other Restrictions. Nothing in this Agreement:
(a) requires Google to use any Licensed Content in Google products or services;
(b) restricts Google from using content it obtains elsewhere; or
(c) restricts Google from exercising any rights it has at law (including under the U.S. Copyright Act).
2.5 Fees. No fees or other payments apply to Licensed Content unless stated in the Information Table.
3 Representations and Warranties
3.1 By Both Parties. Each party represents and warrants that it has full power and authority to enter into this Agreement.
3.2 By Licensor. Licensor represents and warrants that:
(a) it has and will retain all necessary rights to grant the licenses in this Agreement and deliver Licensed Content to Google; and
(b) at time of delivery:
(i) Licensed Content will comply with Attachment A (Licensed Content Specifications);
(ii) Licensed Content will comply with applicable law;
(iii) the freshness, quality, and coverage of Licensed Content will be as good as equivalent content that Licensor makes available to third parties;
(iv) Licensed Content will not contain any third party’s Personal Data or Personal Information; and
(c) it has used and will continue to use reasonable care and skill in creating or collecting the Licensed Content.
3.3 Disclaimers. The parties’ only representations and warranties under this Agreement are expressly stated in this Section 3 (Representations and Warranties). Subject to Section 5.3 (Unlimited Liabilities), the parties disclaim all other representations and warranties (express or implied), including any warranties of merchantability and fitness for a particular purpose.
4 Indemnities
4.1 Obligations. Licensor will defend and indemnify Google and Google’s affiliates, directors, officers, employees, contractors, and Users against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding (including regulatory proceedings) to the extent claiming that use of Licensed Content infringes or violates the third party’s intellectual property or other rights.
4.2 Exclusions. Section 4.1 (Obligations) will not apply to the extent the underlying allegation arises from Google’s breach of this Agreement or from modifications or combinations to Licensed Content that were not provided or authorised by Licensor.
5 Liability
5.1 Definition. In this Section 5 (Liability), “Liability” means any liability, whether under contract, tort (including negligence), or otherwise and whether or not foreseeable or contemplated by the parties.
5.2 Limited Liabilities. Subject to Section 5.3 (Unlimited Liabilities):
(a) neither party will have any Liability arising out of or relating to this Agreement or the Licensed Content for:
(i) lost revenues, profits, savings, or goodwill;
(ii) indirect or consequential losses;
(iii) special or incidental losses; or
(iv) punitive damages; and
(b) each party’s total aggregate Liability arising out of or relating to this Agreement or the Licensed
Content is limited to the greater of:
(i) US$10,000; or
(ii) the Fees (if any) paid and payable by Google to Licensor under this Agreement in the 12
months immediately preceding the date on which the Liability arose.
5.3 Unlimited Liabilities. Nothing in this Agreement excludes or limits either party’s Liability for:
(a) death or personal injury resulting from its negligence or the negligence of its employees,
contractors, or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of Section 3.2(b)(iii) (Personal Data);
(d) its obligations under Section 4 (Indemnities);
(e) breach of Section 6.1 (Confidentiality); or
(f) matters for which liability cannot be excluded or limited under applicable law.
6 Confidentiality; Publicity
6.1 Confidentiality. The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfil obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same non-disclosure and use obligations.
The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the other party, if permitted by law.
6.2 Publicity. Neither party may make any public statement regarding this Agreement without the other’s prior
written approval.
7 Term and Termination
7.1 Agreement Term. This Agreement will start on the Effective Date and continue for the Agreement Term unless
terminated earlier under Section 7.2 (Termination).
7.2 Termination. Either party may terminate this Agreement immediately on written notice if the other party:
(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receiving the
other party’s written notice identifying the breach; or
(b) is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.
7.3 Effects of Termination. On expiration or termination of this Agreement for any reason (contractual or
otherwise):
(a) if Licensed Content is delivered using a feed, then at Google’s request, Licensor will provide an empty
feed to Google to replace the Licensed Content;
(b) if applicable, Licensor will cease providing Google with Updates;
(c) if the License Term is longer than the Agreement Term, then the license granted in Section 2.1 (Grant) will survive for the License Term; and (d) Sections 3 (Representations and Warranties) through 8 (General) of this Agreement (and any other sections that under their terms or by implication ought to survive) will survive.
8 General
8.1 Notices. All notices of termination or breach must be in writing and addressed to the other party’s Legal Department. The address for notices 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).
8.2 Affiliates, Consultants, and Contractors. Google may use its affiliates, consultants, and contractors to exercise
its rights and fulfill its obligations under this Agreement, but only if those parties are subject to the same
obligations as Google. Google is liable for those parties’ acts and omissions.
8.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other,
except to an affiliate where:
(a) the assignee has agreed in writing to be bound by the terms of this Agreement;
(b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and
(c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
8.4 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale,
merger, or other form of corporate transaction): (a) that party will give written notice to the other party within
30 days after the change of control; and (b) the other party may immediately terminate this Agreement any
time between the change of control and 30 days after it receives that written notice.
8.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by
circumstances beyond its reasonable control.
8.6 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.
8.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
8.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it
expressly states that it does.
8.9 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF, and other
electronic copies, which taken together will constitute one instrument.
8.10 Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
8.11 Entire Agreement. This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.
8.12 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.
8.13 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.
8.14 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES 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.