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Terms and Conditions

Google Books Partner Program Standard Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR THE GOOGLE BOOKS PARTNER PROGRAM. PARTICIPATION IN THE GOOGLE BOOKS PARTNER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR THE GOOGLE BOOKS PARTNER PROGRAM.

Introduction.By accepting the Standard Terms and Conditions of this Content Hosting Services Agreement (the "Agreement"), You are requesting to participate in the Google Books Partner Program ("the Program") where Google Inc. and its affiliates ("Google") provides scanning, storage and hosting services at the direction of content providers that seek to make their content available to end users via the Internet, subject to the terms of this Agreement, certain Program Policies ("Program Policies") located at http://books.google.com/partner/policies (as such URL may be updated from time to time by Google) and the Program Frequently Asked Questions ("FAQ") located at http://books.google.com/support/partner (as such URL may be updated from time to time by Google). "You" means the entity identified in an enrollment form submitted by the same or affiliated persons, which shall also be bound by the terms of this Agreement.

  1. Program Participation. Participation in the Program is subject to Google's prior approval and Your continued compliance with Program Policies. Google reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Google further reserves the right to modify the Program Policies and the FAQ from time to time. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Google (including by electronic mail).

  2. Implementation. If You are accepted into the Program, You agree to identify in the format specified by Google the works that you wish to include in the Program ("Authorized Works") and deliver to Google such Authorized Works in print and/or digital format, at your expense, within the time frame specified in the FAQ. Google is not responsible for any loss, theft or damage of any kind to the Authorized Works. All content contained within the Authorized Works, including but not limited to all text, images, photographs, illustrations and all material and artwork on the book jackets and covers, is referred to collectively as the "Authorized Content." Google (or its agents) may digitally scan the Authorized Content, including the content contained on book jackets and covers, and store the Authorized Content on servers hosted by Google. You agree that Google may scan the Authorized Content in any location it chooses. Google may index the Authorized Content, and, in response to requests by end users of Google's search services, display search results relating to the Authorized Content. Google will not return to You the print copies of Authorized Works that You send to Google.

  3. Content Excerpt Pages. You further request and authorize Google to (i) render the Authorized Content into digital format, if necessary; (ii) store and index the Authorized Content; and (iii) use and display the Authorized Content as provided herein. Google may host, store, operate, maintain and make accessible to end users certain "Content Excerpt Pages" that display a digital image of the Authorized Content, or equivalent, and other links and/or material that Google may determine. Although You grant Google the permission to scan, index and host the Authorized Content and display Content Excerpt Pages, Google makes no promise or representation that it will or that it will continue to do so with each Authorized Work that you send to Google.

  4. Restrictions on Use of Authorized Content. Google will use commercially reasonable efforts to (a) limit the total number of pages of each Authorized Work viewed by any end user in connection with Google's search services to 20% of the Authorized Content of any Authorized Work per 30 day period and (b) disable "right-click" cut, copy and paste functions, and printing of Authorized Content; provided, however, that Google does not guarantee that its efforts to prevent or limit the actions stated above will in every instance be effective. The obligation in clauses (a) and (b) above will not apply to Authorized Content in the public domain. Furthermore, You can elect that greater than 20% of the Authorized Content of your Authorized Works can be viewed.

  5. Brand Features; Publicity. You agree that Google may use Your name and logo ("Brand Features") in connection with the Authorized Content and in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. You agree not to make any public announcement regarding this Agreement or the terms hereof without the prior written consent of Google.

  6. Proprietary Rights; Required Notices. Nothing contained in this Agreement conveys any ownership right to Google in any of the Authorized Content, or other materials provided by You.

  7. Confidentiality. You agree not to disclose Google Confidential Information without Google's prior written consent. "Google Confidential Information" includes without limitation: (a) all Google software, technology, programming, technical specifications, materials, guidelines and documentation (including the terms of this Agreement) relating to the Program; (b) click-through rates and all other reporting information relating to the Ads (including revenues paid to You by Google) and the Authorized Content to the extent provided to You by Google; and (c) any other information designated in writing by Google as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or Google, or information that has been (i) independently developed without access to Google Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

  8. Ads; Payment.You agree that Google may serve third party and/or Google provided advertisements (collectively, "Ads") in connection with the Authorized Content using Google's advertising serving technology. Such Ads will appear in the style and format that may be offered generally by Google, when such advertising inventory is available. You shall receive a payment related to the number of valid clicks on Ads displayed on Content Excerpt Pages as determined by Google for its participants in the Program. Unless otherwise agreed to by the parties in writing (including electronic mail), payments to You shall be sent by Google within approximately thirty (30) days after the end of each calendar month that Ads are running on Content Excerpt Pages if Your earned balance is $100 or more. In the event the Agreement is terminated, Google shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which Google recognizes that the Agreement has been terminated, but in no event shall Google make payments for any earned balance less than $10. Google reserves the right to retain all revenues derived from its search services, including without limitation, Ads that appear on search result pages that contain snippets of Authorized Content. Notwithstanding the foregoing, Google shall not be liable for any payment based on (a) any amounts which result from invalid queries, or invalid clicks on Ads generated by any person, bot, automated program or similar device, including, without limitation, through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, or (ii) solicited by payment of money, false representation or request for users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Google may deliver; (d) Google advertisements for its own products and/or services; or (e) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. Google reserves the right to withhold payment or charge back Your account due to any of the foregoing, any breach of this Agreement by You, pending Google's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed on Content Excerpt Pages defaults on payment for such Ads to Google. In addition, if You are past due on any payment to Google in connection with any Google program (including without limitation the Google AdWords program), Google reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Google. Google will provide access to such standard aggregated advertising data that Google provides to participants of the Program generally.

    To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation a fully-completed Form W-8 which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. More information regarding required tax information and forms will be available from Your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Google may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify Google in writing within thirty (30) days of any such payment; failure to so notify Google shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Google. No other measurements or statistics of any kind shall be accepted by Google or have any effect under this Agreement.

  9. No Guarantee. Google makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.

  10. No Warranty. GOOGLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

  11. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) GOOGLE'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY GOOGLE TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

  12. Representations and Warranties. You represent and warrant that (a) You are at least 18 years of age, (b) all of the information provided by You to Google to enroll in the Program and to include the Authorized Works in the Program is correct and current; (c) You hold the necessary rights, including all intellectual property rights, in and to the Authorized Content and Your Brand Features to enter into this Agreement and grant the rights granted herein, and (d) You have the power and authority to enter into this Agreement, to perform the acts required of You hereunder, and to grant the rights granted herein. You further represent and warrant that the Authorized Content: (i) conforms to the Program Policies, (ii) does not violate any applicable law, statute, ordinance or regulation and (iii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.

  13. Your Obligation to Indemnify. You agree to indemnify, defend and hold Google, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Authorized Content, Your Brand Features, and/or Your breach of any term of this Agreement.

  14. Termination. You may terminate this Agreement with or without cause with thirty (30) days prior notice to Google. Google may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or withdraw any Authorized Content in the Program. For any termination of this Agreement by either party, Google shall use commercially reasonable efforts, within thirty (30)days (or as soon thereafter as is commercially reasonable), to cease to serve Content Excerpt Pages (or portions thereof) to end users of Google's search services. For the avoidance of doubt, Google will continue to host and index the Authorized Content after termination of this Agreement, for the purpose of providing search results. The provisions of Sections 2, 6, 7, 9-11, 13, 14, 15 and 17 will survive any termination of this Agreement.

  15. Information Rights. Google may retain and use for its own purposes all information You provide, including but not limited to contact and billing information. You agree that Google may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Google may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Google disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Google may share aggregate (i.e., not personally identifiable) information about You with advertisers, business partners, sponsors, and other third parties.

  16. Parties' Responsibilities. You are solely responsible for the Authorized Content, Your Brand Features, and adherence to the terms of this Agreement, including compliance with the Program Policies. You shall not, and shall not authorize or encourage any third party to directly or indirectly generate queries, impressions of or clicks on any Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. Google reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads or any engagement in any activity prohibited by this Agreement. Google is not responsible for anything related to the Authorized Content or Your Brand Features. In addition, Google shall not be obligated to provide notice to You in the event that Ads are not being displayed properly to end users of the Content Excerpt Pages.

  17. Miscellaneous. This Agreement shall be governed by the laws of California, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Santa Clara County, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Google. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights to Authorized Content under the Copyright Act. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Google. Notwithstanding the foregoing, Google may assign this Agreement to any affiliate at any time without notice. The relationship between Google and You is not one of a legal partnership relationship, but is one of independent contractors.

 

November 21, 2005

 


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