GOOGLE ANALYTICS TERMS OF
SERVICE
These Google Analytics Terms of
Service (this "Agreement")
are entered into by Google Inc. ("Google") and the entity executing
this Agreement ("You"). This Agreement governs
Your use of the standard Google Analytics (the "Service"). BY CLICKING THE
"I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE
SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND
ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF
THIS ACCOUNT. In consideration of the foregoing, the parties agree as follows:
1.
Definitions.
"Account" refers to the billing account for the
Service. All Profiles linked to a single Property will have their Hits
aggregated before determining the charge for the Service for that Property.
"Confidential Information" includes any proprietary data and any other
information disclosed by one party to the other in writing and marked
"confidential" or disclosed orally and, within five business days,
reduced to writing and marked "confidential". However, Confidential
Information will not include any information that is or becomes known to the
general public, which is already in the receiving party's possession prior to
disclosure by a party or which is independently developed by the receiving
party without the use of Confidential Information.
"Customer Data" or “Google Analytics Data" means the data you collect, process or
store using the Service concerning the characteristics and activities of
Visitors.
"Documentation" means any accompanying documentation made
available to You by Google for use with the Processing Software, including any
documentation available online.
"GATC" means the Google Analytics Tracking Code,
which is installed on a Property for the purpose of collecting Customer Data,
together with any fixes, updates and upgrades provided to You.
"Hit" means the base unit that the Google
Analytics system processes. A Hit may be a call to the Google Analytics system
by various libraries, including, Javascript (e.g., analytics.js), Silverlight,
Flash, and Mobile. A Hit may currently be a page view, a transaction, item, or
event, social interaction, or user timing. Hits may also be delivered to the
Google Analytics system without using one of the various libraries by other
Google Analytics-supported protocols and mechanisms the Service makes available
to You.
"Processing Software" means the Google Analytics server-side
software and any upgrades, which analyzes the Customer Data and generates the
Reports.
"Profile" means the collection of settings that
together determine the information to be included in, or excluded from, a
particular Report. For example, a Profile could be established to view a small
portion of a web site as a unique Report. There can be multiple Profiles
established under a single Property.
"Property" means any web page, app, or other property
under Your control that sends data to Google Analytics. Each Property includes
a default Profile that measures all pages within the Property.
"Privacy Policy" means the privacy policy on a Property.
"Servers" means the servers controlled by Google (or
its wholly owned subsidiaries) on which the Processing Software and Customer
Data are stored.
"Software" means the GATC and the Processing Software.
"Third Party" means any third party (i) to which You
provide access to Your Account or (i) for which You use the Service to collect
information on the third party's behalf.
"Visitors" means visitors to Your Properties.
The
words "include" and "including" mean "including but not limited
to."
2. Fees
and Service.
Subject to Section 15, the
Service is provided without charge to You for up to 10 million Hits per month
per account. Google may change its fees and payment policies for the Service
from time to time including the addition of costs for geographic data, the
importing of cost data from search engines, or other fees charged to Google or
its wholly-owned subsidiaries by third party vendors for the inclusion of data
in the Service reports. The changes to the fees or payment policies are effective
upon Your acceptance of those changes which will be posted at www.google.com/analytics. Unless otherwise stated, all fees
are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and
payable upon termination of this Agreement and any collection expenses
(including attorneys' fees) incurred by Google will be included in the amount
owed, and may be charged to the credit card or other billing mechanism
associated with Your AdWords account.
3.
Member Account, Password, and Security.
To register for the Service,
You must complete the registration process by providing Google with current,
complete and accurate information as prompted by the registration form,
including Your e-mail address (username) and password. You will protect Your passwords
and take full responsibility for Your own, and third party, use of Your
accounts. You are solely responsible for any and all activities that occur
under Your Account. You will notify Google immediately upon learning of any
unauthorized use of Your Account or any other breach of security. Google's (or
its wholly-owned subsidiaries') support staff may, from time to time, log in to
the Service under Your customer password in order to maintain or improve
service, including to provide You assistance with technical or billing issues.
4.
Nonexclusive License.
Subject to the terms and
conditions of this Agreement, (a) Google grants You a limited, revocable,
non-exclusive, non-sublicensable license to install, copy and use the GATC
solely as necessary for You to use the Service on Your Properties or Third
Party's Properties; and (b) You may remotely access, view and download Your
Reports stored at www.google.com/analytics. You will not (and You will not
allow any third party to) (i) copy, modify, adapt, translate or otherwise
create derivative works of the Software or the Documentation; (ii) reverse
engineer, decompile, disassemble or otherwise attempt to discover the source
code of the Software, except as expressly permitted by the law in effect in the
jurisdiction in which You are located; (iii) rent, lease, sell, assign or
otherwise transfer rights in or to the Software, the Documentation or the
Service; (iv) remove any proprietary notices or labels on the Software or
placed by the Service; (v) use, post, transmit or introduce any device,
software or routine which interferes or attempts to interfere with the
operation of the Service or the Software; or (vi) use data labeled as belonging
to a third party in the Service for purposes other than generating, viewing,
and downloading Reports. You will comply with all applicable laws and
regulations in Your use of and access to the Documentation, Software, Service
and Reports.
5.
Confidentiality.
Neither party will use or
disclose the other party's Confidential Information without the other's prior
written consent except for the purpose of performing its obligations under this
Agreement or if required by law, regulation or court order; in which case, the
party being compelled to disclose Confidential Information will give the other
party as much notice as is reasonably practicable prior to disclosing the
Confidential Information.
6.
Information Rights and Publicity.
Google and its wholly owned
subsidiaries may retain and use, subject to the terms of its privacy policy
(located at www.google.com/privacy.html), information
collected in Your use of the Service. Google will not share Your Customer Data
or any Third Party's Customer Data with any third parties unless Google (i) has
Your consent for any Customer Data or any Third Party's consent for the Third
Party's Customer Data; (ii) concludes that it is required by law or has a good
faith belief that access, preservation or disclosure of Customer Data is
reasonably necessary to protect the rights, property or safety of Google, its
users or the public; or (iii) provides Customer Data in certain limited
circumstances to third parties to carry out tasks on Google's behalf (e.g.,
billing or data storage) with strict restrictions that prevent the data from
being used or shared except as directed by Google. When this is done, it is
subject to agreements that oblige those parties to process Customer Data only
on Google's instructions and in compliance with this Agreement and appropriate
confidentiality and security measures.
7.
Privacy.
You will not (and will not
allow any third party to) use the Service to track, collect or upload any data
that personally identifies an individual (such as a name, email address or
billing information), or other data which can be reasonably linked to such
information by Google. You will have and abide by an appropriate Privacy Policy
and will comply with all applicable laws, policies, and regulations relating to
the collection of information from Visitors. You must post a Privacy Policy and
that Privacy Policy must provide notice of Your use of cookies that are used to
collect data. You must disclose the use of Google Analytics, and how it
collects and processes data. This can be done by displaying a prominent link to
the site “How Google uses data when you use our partners' sites or apps”,
(located at www.google.com/policies/privacy/partners/, or
any other URL Google may provide from time to time). You must not circumvent
any privacy features (e.g., an opt-out) that are part of the Service.
You may
participate in an integrated version of Google Analytics and any DoubleClick
product or service or any other Google display ads product or service ("Google
Analytics for Display Advertisers"). If You use Google
Analytics for Display Advertisers, You will comply with the Google Analytics
for Display Advertisers Policy (available at support.google.com/analytics/bin/answer.py?hl=en&topic=2611283&answer=2700409)
and, as set forth in the policy, disclose in Your Privacy Policy (i) Your use
of Google Analytics for Display Advertisers and its features You use, and (ii)
how Visitors can opt-out from Google Analytics for Display Advertisers. Your
access to and use of any DoubleClick or Google display ads data is subject to
the applicable terms between You and Google.
8.
Indemnification.
To the extent permitted by
applicable law, You will indemnify, hold harmless and defend Google and its
wholly owned subsidiaries, at Your expense, from any and all third-party claims,
actions, proceedings, and suits brought against Google or any of its officers,
directors, employees, agents or affiliates, and all related liabilities,
damages, settlements, penalties, fines, costs or expenses (including,
reasonable attorneys' fees and other litigation expenses) incurred by Google or
any of its officers, directors, employees, agents or affiliates, arising out of
or relating to (i) Your breach of any term or condition of this Agreement, (ii)
Your use of the Service, (iii) Your violations of applicable laws, rules or
regulations in connection with the Service, (iv) any representations and
warranties made by You concerning any aspect of the Service, the Software or
Reports to any Third Party; (v) any claims made by or on behalf of any Third
Party pertaining directly or indirectly to Your use of the Service, the
Software or Reports; (vi) violations of Your obligations of privacy to any
Third Party; and (vii) any claims with respect to acts or omissions of any
Third Party in connection with the Service, the Software or Reports. Google
will provide You with written notice of any claim, suit or action from which
You must indemnify Google. You will cooperate as fully as reasonably required
in the defense of any claim. Google reserves the right, at its own expense, to
assume the exclusive defense and control of any matter subject to
indemnification by You.
9. Third
Parties.
If You use the Service on
behalf of the Third Party or a Third Party otherwise uses the Service through
Your Account, whether or not You are authorized by Google to do so, then You
represent and warrant that (a) You are authorized to act on behalf of, and bind
to this Agreement, the Third Party to all obligations that You have under this
Agreement, (b) Google may share with the Third Party any Customer Data that is
specific to the Third Party's Properties, and (c) You will not disclose Third
Party's Customer Data to any other party without the Third Party's consent.
10.
DISCLAIMER OF WARRANTIES.
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, GOOGLE
MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR USE AND NONINFRINGEMENT.
11.
LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, GOOGLE WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE
GOOGLE OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD
HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT
SATISFY A REMEDY. GOOGLE'S (AND ITS WHOLLY OWNED SUBSIDIARIES' TOTAL CUMULATIVE
LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM
CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL
NOT EXCEED $500 (USD).
12.
Proprietary Rights Notice.
The Service, which includes the
Software and all Intellectual Property Rights therein are, and will remain, the
property of Google (and its wholly owned subsidiaries). All rights in and to
the Software not expressly granted to You in this Agreement are reserved and
retained by Google and its licensors without restriction, including, Google's
(and its wholly owned subsidiaries') right to sole ownership of the Software
and Documentation. Without limiting the generality of the foregoing, You agree
not to (and not to allow any third party to): (a) sublicense, distribute, or
use the Service or Software outside of the scope of the license granted in this
Agreement; (b) copy, modify, adapt, translate, prepare derivative works from,
reverse engineer, disassemble, or decompile the Software or otherwise attempt
to discover any source code or trade secrets related to the Service; (c) rent,
lease, sell, assign or otherwise transfer rights in or to the Software or the
Service; (d) use, post, transmit or introduce any device, software or routine
which interferes or attempts to interfere with the operation of the Service or
the Software; (e) use the trademarks, trade names, service marks, logos, domain
names and other distinctive brand features or any copyright or other
proprietary rights associated with the Service for any purpose without the
express written consent of Google; (f) register, attempt to register, or assist
anyone else to register any trademark, trade name, serve marks, logos, domain
names and other distinctive brand features, copyright or other proprietary
rights associated with Google (or its wholly owned subsidiaries) other than in
the name of Google (or its wholly owned subsidiaries, as the case may be); or
(g) remove, obscure, or alter any notice of copyright, trademark, or other
proprietary right appearing in or on any item included with the Service.
13. U.S.
Government Rights.
If the use of the Service is
being acquired by or on behalf of the U.S. Government or by a U.S. Government
prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R.
227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101
and 12.212 (for non-DOD acquisitions), the Government's rights in the Software,
including its rights to use, modify, reproduce, release, perform, display or
disclose the Software or Documentation, will be subject in all respects to the
commercial license rights and restrictions provided in this Agreement.
14. Term
and Termination.
Either party may terminate this
Agreement at any time with notice. Upon any termination of this Agreement,
Google will stop providing, and You will stop accessing the Service; and You
will delete all copies of the GATC from all Properties and certify thereto in
writing to Google within 3 business days of such termination. In the event of
any termination (a) You will not be entitled to any refunds of any usage fees
or any other fees, and (b) any (i) outstanding balance for Service rendered
through the date of termination, and (ii) other unpaid payment obligations
during the remainder of the Initial Term will be immediately due and payable in
full and (c) all of Your historical Report data will no longer be available to
You.
15.
Modifications to Terms of Service and Other Policies.
Google may modify these terms
or any additional terms that apply to the Service to, for example, reflect
changes to the law or changes to the Service. You should look at the terms
regularly. Google will post notice of modifications to these terms at www.google.com/analytics or
policies referenced in these terms at the applicable URL for such policies.
Changes will not apply retroactively and will become effective no sooner than
14 days after they are posted. If You do not agree to the modified terms for
the Service, You should discontinue Your use Google Analytics. No amendment to
or modification of this Agreement will be binding unless (i) in writing and
signed by a duly authorized representative of Google, (ii) You accept updated
terms online, or (iii) You continue to use the Service after Google has posted
updates to the Agreement or to any policy governing the Service.
16.
Miscellaneous, Applicable Law and Venue.
Google will be excused from
performance in this Agreement to the extent that performance is prevented,
delayed or obstructed by causes beyond its reasonable control. This Agreement (including
any amendment agreed upon by the parties in writing) represents the complete
agreement between You and Google concerning its subject matter, and supersedes
all prior agreements and representations between the parties. If any provision
of this Agreement is held to be unenforceable for any reason, such provision
will be reformed to the extent necessary to make it enforceable to the maximum
extent permissible so as to effect the intent of the parties, and the remainder
of this Agreement will continue in full force and effect. This Agreement will
be governed by and construed under the laws of the state of California without
reference to its conflict of law principles. In the event of any conflicts
between foreign law, rules, and regulations, and California law, rules, and
regulations, California law, rules and regulations will prevail and govern.
Each party agrees to submit to the exclusive and personal jurisdiction of the
courts located in Santa Clara County, California. The United Nations Convention
on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act do not apply to this Agreement. The Software is
controlled by U.S. Export Regulations, and it may be not be exported to or used
by embargoed countries or individuals. Any notices to Google must be sent to:
Google Inc., 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA, with a
copy to Legal Department, via first class or air mail or overnight courier, and
are deemed given upon receipt. A waiver of any default is not a waiver of any
subsequent default. You may not assign or otherwise transfer any of Your rights
in this Agreement without Google's prior written consent, and any such attempt
is void. The relationship between Google and You is not one of a legal
partnership relationship, but is one of independent contractors. This Agreement
will be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto. The following sections of this Agreement will
survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7,
8, 9, 10, 11, 12, 14, and 16.
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