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" means the data concerning the
characteristics and activities of Visitors that is collected through use of the
GATC and then forwarded to the Servers and analyzed by the Processing Software.
"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 (ga.js, urchin.js), Silverlight, Flash, and
Mobile. A Hit may currently be a page view, a transaction, item, or event. 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 a group of web pages or apps that are
linked to an Account and use the same GATC. Each Property includes a default
Profile that measures all pages within the Property.
"Privacy Policy" means the privacy policy on a Property.
"Report" means the resulting analysis shown at
http://www.google.com/analytics for
a Profile.
"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
http://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 Your 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
http://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.
Upon termination of this Agreement, the parties will promptly either return or
destroy all Confidential Information and, upon request, provide written
certification of such.
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
http://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 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 traffic data, and 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
http://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
http://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.
