If your principal place of business is Russia, please refer to [these Terms and Conditions](https://developers.google.com/google-ads/api/docs/api-policy/terms-ru). These Google Ads API terms and conditions (the "**Google Ads API Agreement** ") are entered into by Google and the entity that accepts these terms and conditions electronically ("**you** "). "**Google**" means either (i) Google Ireland Limited, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, if your principal place of business is in any country within Europe, the Middle East, or Africa ("EMEA"), (ii) Google Asia Pacific Pte. Ltd., with offices at 70 Pasir Panjang Road, #03-71, Mapletree Business City, Singapore 117371, if your principal place of business is in any country within the Asia Pacific region ("APAC"), or (iii) Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, California 94043, if your principal place of business is in any country in the world other than those in EMEA and APAC. This Google Ads API Agreement governs your use of Google's proprietary Google Ads API and your Developer Token. The Google Ads API is a feature of the Google Ads program. Any Google Ads program account management conducted using the Google Ads API is governed by the Google Ads terms and conditions in effect between the applicable Google Ads program customer and Google (or a Google affiliate) (the "**Google Ads Terms**"). In consideration of the foregoing, the parties agree as follows: 1. **Account and Registration**. 1. **Accepting the Google Ads API Agreement.** You may not use the Google Ads API and may not accept this Google Ads 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 Google Ads 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 Google Ads API. 2. **Entity Level Acceptance.** If you are using the Google Ads API on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Google Ads API Agreement and by accepting the Google Ads API Agreement, you are doing so on behalf of that entity (and all references to "you" in this Google Ads API Agreement refer to that entity). 3. **Registration.** In order to access the Google Ads 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 Google Ads API. Any registration information you give to Google will always be accurate and up to date and you'll inform Google promptly of any updates. 4. **Permitted Access.** You will only access (or attempt to access) the Google Ads API by the means described in the Google Ads API Specifications. You will not misrepresent or mask your identity when using the Google Ads 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 Google Ads API Agreement. 2. **Definitions.** The following defined terms have the following meanings for the purpose of this Google Ads API Agreement: 1. "**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). 2. "**Developer Token**" is the Google Ads API Program user passkey given to you by Google upon successful sign-up for this program. 3. A "**Google Ads API Client** " means the system of (A) software that can access or Communicate with Google's servers using the Google Ads API Specifications (the "**Google Ads API Primary Client**"), and/or (B) software that can Communicate Google Ads API data with that Google Ads API Primary Client, directly or indirectly. 4. "**Google Ads API Specifications**" means all information and documentation Google provides specifying or concerning the Google Ads API specifications and protocols and any Google-supplied implementations or methods of use of the Google Ads API. 5. The "**use**" of the Google Ads API means: (A) the use of the mark-up language described in the Google Ads API Specifications to (1) access Google servers through the Google Ads API, (2) send information to Google Ads accounts using a Google Ads API Client, or (3) receive information from Google in response to Google Ads API calls; and/or (B) distributing or developing a Google Ads API Client. 3. **Policies.** 1. Use of the Google Ads API is subject to applicable Google policies available at [https://support.google.com/adspolicy/answer/6169371](https://support.google.com/adspolicy/answer/6169371) or other URL as provided by Google from time to time ("**Policies** "). The consequences of non-compliance with Policies, including status downgrades, Fees, suspensions, and termination, are described in Google's Policy Center available at [https://support.google.com/adspolicy/answer/6169371#pe](https://support.google.com/adspolicy/answer/6169371#pe%60). Fees assessed for non-compliance with Policies are set forth at [https://developers.google.com/google-ads/api/docs/rate-sheet](https://developers.google.com/google-ads/api/docs/rate-sheet) ("**Fees**"). 2. Google may modify the Policies and Fees as explained in Section 14 below. 3. Google may inspect your Google Ads API Client user interfaces and monitor and audit Google Ads API activity, at any time, for the purpose of ensuring quality and enforcing compliance with these terms and Policies. You must not try to interfere with such inspection, monitoring, or auditing, or otherwise obscure from Google your Google Ads API activity. Google may use any technical means necessary to overcome such interference. 4. Payment of any Fees is without prejudice to any other right or remedy (whether contractual or not contractual) which Google may have. 4. **Compliance with Law.** You are responsible for complying with all applicable governmental laws, rules, and regulations. You must not use the Google Ads 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 from time to time, set a quota on your Google Ads API usage based on, among other things, the Google Ads spend history of the accounts under your management, and/or to prevent ads network abuse. You must 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, and in the case of Google includes the Brand Features of Google affiliates. 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 or its affiliates. You must only use the Google Brand Features in accordance with (a) these terms and (b) the then current Google Brand Features Use Guidelines, the current version of which is at [https://www.google.com/permissions/](https://www.google.com/permissions/). 7. **Data Protection.** (A) 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; and 3. implement appropriate organizational and technical measures to protect the Personal Information against loss, misuse, and unauthorized access, disclosure, alteration and destruction. 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. (B) If you process any personal data (as defined in 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, the "**GDPR** ") in connection with your use of the Google Ads API, you will (i) enter into a written contract with the applicable Google Ads program customer describing and confirming your compliance with the GDPR and (ii) process personal data consistent with the Google Ads program customer's obligations under, as applicable, the Google Ads Controller-Controller Data Protection Terms at [privacy.google.com/businesses/controllerterms](https://privacy.google.com/businesses/controllerterms) and/or the Google Ads Data Processing Terms at [privacy.google.com/businesses/processorterms](https://privacy.google.com/businesses/processorterms/). (C) Any processing of personal data (as defined in the GDPR) by Google in connection with the Google Ads API will be governed by the Google Ads Terms. 8. **No Implied Rights.** 1. Other than as expressly granted herein, this Google Ads API Agreement does not grant either party any intellectual property or other proprietary rights. 2. 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 Google Ads API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Google Ads API. 3. As between you and Google, Google and its affiliates and their applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the Google Ads API Specifications, all Google (and its affiliates) websites, and all Google (and its affiliates) 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.** To the extent permitted by law, Google disclaims all warranties, express or implied, including without limitation for noninfringement, merchantability and fitness for any purpose. 10. **Limitation of Liability.** To the extent permitted by law, Google will have no consequential, special, direct, indirect, exemplary, punitive, or other liability whether in contract, tort, or any other legal theory, under this Google Ads 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, to the extent permitted by law, Google's aggregate liability under this Google Ads API Agreement is limited to the greater of USD$1,000 or the amount of any Google Ads API fees you paid to Google in the month preceding the claim. The Google Ads API is made available primarily as a convenience to Google's and its affiliates' users and as such you agree that the disclaimers and limitations of liability in this Google Ads API Agreement (including without limitation this Section 10 and Section 9) are a fair allocation of risk and an essential element of this Google Ads API 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 Ads API, or relating to the development, operation, maintenance, use and contents of a Google Ads API Client, including but not limited to any infringement of any third-party proprietary rights or breach of this Google Ads 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 Google Ads 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 Google Ads API 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 Google Ads API Agreement is a non-exclusive agreement. You acknowledge that Google may be developing and may develop products or services that may compete with the Google Ads API, Google Ads API Clients, or any other products or services. 14. **Modification.** Google may modify any of the terms and conditions contained in this Google Ads API Agreement (including without limitation the Policies and the Fees), at any time and in its sole discretion, by posting a change notice to your account, changing the agreement terms and conditions linked from the Google Ads FAQ, emailing the email address of your Google Ads API account, Developer Token account or Google Cloud console account, or otherwise notifying you. The changes to this Google Ads API Agreement will not apply retroactively and will become effective no sooner than 30 days after notice. 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 GOOGLE ADS API AGREEMENT. YOUR CONTINUED USE OF THE GOOGLE ADS API, CONTINUED POSSESSION OF A COPY OF THE GOOGLE ADS API SPECIFICATIONS, OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF A GOOGLE ADS API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 15. **Termination.** Either party may terminate this Google Ads API Agreement at any time by giving notice to the other party. Google may suspend or terminate your access to the Google Ads API, or change any of the Google Ads 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 Google Ads API. Google reserves the right to terminate this Google Ads API Agreement or discontinue the Google Ads 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 Google Ads API or distributing or developing Google Ads API Clients and delete all Google Ads API Specifications in your possession or control (including without limitation from your Google Ads API Client and your servers). The provisions of Sections 1, 2, 4, 5, and 7-17 will survive any termination of this Google Ads API Agreement and will continue to bind you in accordance with their terms. If the Google Ads program ceases to support a program feature, the Google Ads API will continue to function and will return an error code for the Google Ads program feature that is no longer supported. 16. **Governing Law; Arbitration.** (a) *If your principal place of business is located in the United States or Canada:* ALL CLAIMS ARISING OUT OF OR RELATING TO THIS GOOGLE ADS API AGREEMENT OR THE GOOGLE ADS 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; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) *If your principal place of business is located in a country other than the United States or Canada, unless prevented by applicable laws:* (i) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS GOOGLE ADS API AGREEMENT OR THE GOOGLE ADS API ("**Dispute** ") WILL BE GOVERNED BY THE LAWS OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES. (ii) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be resolved by arbitration by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Google Ads API Agreement ("**Rules**"). (iii) The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. (iv) Any party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in this Google Ads API Agreement. (v) Any party may petition any competent court to issue any order necessary to protect that party's rights or property; this petition will not be considered a violation or waiver of this governing law and arbitration section and will not affect the arbitrator's powers, including the power to review the judicial decision. The parties stipulate that the courts of Santa Clara County, California, USA, are competent to grant any order under this Google Ads API Agreement. (vi) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over any party or any of its property. (vii) Any arbitration conducted under this Google Ads API Agreement will be considered confidential information, including the existence of the arbitration, any information disclosed during it, and any oral communications or documents related to it. The parties may also disclose such information to a competent court as may be necessary to file any order or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (viii) The parties will pay the arbitrator's fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the Rules. In its final decision, the arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance by the prevailing party for these fees. (ix) Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute. 17. **Miscellaneous.** (a) This Google Ads 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 Google Ads Terms and the Policies). (b) 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. (c) Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Google Ads API Agreement. (d) This Google Ads API Agreement does not confer any benefits on any third party unless it expressly states that it does. (e) If any term (or part of a term) of this Google Ads API Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. (f) You may not assign any of your rights hereunder and any such attempt is void. (g) You and Google are not legal partners or agents, but are independent contractors. (h) Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control. (i) If you experience a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), you will give Google written notice within 21 days after the change of control via this form [https://support.google.com/adspolicy/contact/contact_ads_api](https://support.google.com/adspolicy/contact/contact_ads_api) and re-apply for the Developer Token and API access. *Last updated February 21, 2019*