Google Certified Partners Program Terms and Conditions for Companies & Individuals.

Google Certified Partners Program Terms and Conditions for Companies

1. Definitions

“Company“
means any individual or organization (whether incorporated or not) which, for business purposes, creates a Company GCP Account.
“GCP”
means the Google Certified Partner Program.
“GCP Terms“
means these terms and conditions, which govern participation in the Google Certified Partner Program together with the Policies.
“Policies” means the “Third Party Policy” located at:
https://support.google.com/adspolicy/answer/6086450?visit_id=638447398640710748-1748276237&rd=2 together with Google’s other policies located at: http://www.google.com/ads/policies, or such other URLs as made available to Company from time to time.

2. GCP Status
To have access to protected areas within the Google Certified Partner Program (“GCP“) website (“GCP Application“), Company must create an account in GCP (“Company GCP Account“).To obtain status as a “Google Certified Partner” – rather than just access to the GCP Application — (“GCP Status“) Company must:

(a) Have a Company GCP Account;
(b) Meet the “Company Eligibility Criteria“, as assessed by Google. The criteria are set out here (or such other URL as made available to You by Google from time to time);
(c) Not breach these GCP Terms.

Having GCP Status entitles Company to:

(d) Have a publicly accessible page within the GCP Application which contains information about Company (“Profile Page“);
(f) Use the GCP logo set out here (“Badge“) in accordance with these GCP Terms;

in addition to having access to protected areas within the GCP Application.
3. Company GCP Account
To obtain a Company GCP Account, Company must provide the registration information requested by Google and keep it up to date.
4. Qualified Individuals
Company can invite “Qualified Individuals” to access Company’s Company GCP Account. A “Qualified Individual” means a person who has (a) created an individual account within the GCP Application and (b) passed the Google exams described here, and continues to maintain those qualifications in accordance with Google’s requirements from time to time.Company will ensure that these GCP Terms are brought to the attention of any Qualified Individual who it invites to access Company’s Company GCP Account.Company will be liable for the acts and omissions, within the Company GCP Account, of all persons to whom it grants administrator or access rights.
5. Profile Page
Unless Company opts out using anyopt out facility provided by Google, Company authorizes Google to make and keep the Profile Page public.Company authorizes Google to include in Company’s Profile Page:

(a) Information which Company has itself put into its Profile Page using the GCP Application;
(b) How long Company has been managing AdWords accounts through the Google “My Client Center” (“MCC“) account which it has linked to its Company GCP Account in accordance with the Company Eligibility Criteria;
(c) The type of data set out here.

Once Company’s Profile Page is not public (either pursuant to Google withdrawing Company’s GCP Status in accordance with these GCP Terms, or because Company chooses itself to opt out of having its Profile Page public), then Company agrees to:

(a) delete and disable all links that it may have created to the Profile Page;
(b) stop using the Badge or making any suggestion of association with the GCP program.

6. GCP features
Google may make new features available to Company through the GCP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features. Beta features are provided “as is”.Google may in its own discretion make AdWords vouchers available to Company through the GCP Application. Company agrees to use or distribute such vouchers only in accordance with the guidelines or terms specified by Google.
7. Use of Badge
Google grants Company a non-exclusive, non-transferable and non-sublicenseable license to use the Badge on Company’s website and in Company’s marketing materials subject to compliance with Google’s brand use guidelines which may be updated by Google from time to time, and which are located here (or such other URL as made available to You by Google from time to time).(“Brand Guidelines“).Company can use the Badge from the day Company meets the Company Eligibility Criteria and has to stop immediately if (a) Google withdraws Company’s GCP Status, (b) Company’s Profile Page ceases to be published by Google, or (c) Company enters into an agreement with Google which is incompatible with these GCP Terms or which explicitly supersedes these GCP Terms.All goodwill arising from the use by Company of the Badge shall belong to Google.
8. Prohibited Practices
Company agrees to fully comply with the Policies and shall not engage in any practices orbehaviour prohibited by such Policies (“Prohibited Activity”), including, without limitation:

(a) engaging in unclear, deceptive, or harassing sales practices;
(b) misrepresenting Company’s relationship with Google;
(c) making improper guarantees to clients about Google; or AdWords accounts; or
(d) improperly using AdWords marketing or sales material,

in each case, as more particularly described in the Third Party Policy.

If Google considers that Company has engaged in Prohibited Practices, Google may in addition to any other rights or remedies set out in these GCP Terms, replace Company’s Profile Page with a page stating that Company has violated the GCP guidelines.
9. Transparency
Where Company sells AdWords to its clients Company must provide each of those clients with reporting data as frequently as existing reporting, but no less than on a monthly basis, that discloses the amount of money spent by Company on AdWords inventory for that client and performance of that client’s account (at a minimum the number of clicks and impressions delivered for that client), in a reasonably prominent location. All reports must be provided in a manner consistent with existing client reporting methods (e.g., postal mail or email), and available in any online reporting system provided to clients.Where Company sells AdWords to its clients and 80% or more of those clients spend less than $1,000 USD (or local currency equivalent) per month on AdWords, Company must also share the disclosure document located here (as may be updated from time to time by Google) (“Google Disclosure Notice“) with its clients. Company must position the Google Disclosure Notice in a clearly discoverable location on Company’s website. In addition, during new sales or renewals, Company must either let clients know about the presence of the Google Disclosure Notice on Company website, email them a soft copy, or mail them a printed copy.
10. Withdrawal of GCP Status
If Company

(a) Opts out of having its Profile Page public; or
(b) Stops fulfilling the Company Eligibility Criteria; or
(c) Breaches any of the terms of section 6 (Use of Badge); or
(d) Engages in any Misleading or Bad Practices; or
(e) Breaches any of the terms of section 9 (Transparency Requirements); or
(f) Otherwise breaches these GCP Terms,(“GCP Terms“);

then Google reserves the right on notice (including by email) to withdraw Company’s GCP Status.

If Company’s GCP Status is withdrawn:

(i) Google may withdraw any of the benefits set out in these GCP Terms,for example it may:

• stop making Company’s Profile Page public;
• block Company’s access to the GCP Application;
• exclude Company from any GCP related product which lists Google Certified Partners;

(ii) Company shall immediately:

• Stop using the Badge (which includes deleting the Badge from all on-line sources and withdrawing collateral which includes the Badge);
• Stop describing itself, verbally or in writing, as a Google Certified Partner;
• Delete and disable any links which it may have created to the Profile Page.

If Company stops fulfilling the Company Eligibility Criteria, Google may in its sole discretion decide to give Company a 30 day grace period before withdrawing Company’s GCP Status.
11. Exclusion of warranties
To the fullest extent permitted by law, Google makes no express warranties or representations with respect to GCP. In particular, Google does not represent or warrant to Company that its use of Google services related to GCP will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.
12. Limitations of liability

(a) Nothing in the GCP Terms shall exclude or limit Google’s liability for losses which may not be lawfully excluded or limited by applicable law.

(b) Subject to overall provision in section 12 (a) above, Google shall not be liable to Company for:

(i) any indirect or consequential losses which may be incurred by Company. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by Company;

(ii) any loss or damage which may be incurred by Company as a result of:

(1) Any change which Google may make to GCP or features made accessible to Company through GCP, or for any permanent or temporary cessation in the provision of either (or any features within them, such as the provision of AdWords vouchers, if any);
(2) Company’s failure to provide Google with accurate information;
(3) Company’s failure to keep its password or account details secure and confidential and the consequent access and use of its GCP Account by another;
(4) Any fraudulent use of GCP by Company.

13. MISCELLANEOUS

(a) Governing Law and Jurisdiction; Injunctive Relief. The GCP Terms, and Company’s relationship with Google under the GCP Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. Company and Google agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the GCP Terms. Notwithstanding this, Company agrees that Google will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These GCP Terms may be modified by Google at any time to reflect changes in how Google makes GCP generally commercially available. The parties agree that such modification shall be binding on both parties if made by Google in writing (including by Google sending an e-mail or by Google posting a message on a webpage accessible from Company’s GCP Account). Company’s continued participation in GCP after such a modification shall indicate Company’s acceptance of the modification. Google may in its sole discretion disable or delete GCP or any account within it.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the GCP Terms shall not affect or impact the continuation in force of the remainder of the GCP Terms.
(e) Company agrees to comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations (“ITAR“) maintained by the U.S. Department of State.
(f) Any translation of the English language, Californian law GCP Terms (the “Original Terms“) is provided for convenience only and Company agrees that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.

Google Certified Partners Program Terms and Conditions for Individuals

1. Definitions

“Google Exams“
means any of the various exams provided by Google which lead to the qualifications described here.
“GIQ Terms“
means these terms which govern an individual’s participation in GCP.
“Individual” or “You“
means any person who sets up and maintains an Individual Account.

2. GIQ Status
To have access to protected areas within the Google Partners Program (“GCP“) website (“GCP Application“), You must create an account in GCP (“Individual Account“).To obtain status as an “Individually Qualified” person within GCP, (“GIQ Status“) — rather than just access to the GCP Application – You must:

(a) Have an Individual Account; and
(b) Meet the “IQ Criteria” as assessed by Google. The criteria, which include taking a Google Exam(s), are set out here (or such other URL as made available to You by Google from time to time); and
(c) Not breach these GIQ Terms.

Having GIQ Status entitles You to:

(d) (provided this functionality is enabled by Google as part of GCP) have a publicly accessible page within the GCP Application which contains Your qualification status and Google Exam passes, as well as information provided by You (“Profile Page“);
(e) Advertise the fact that You are “Individually Qualified” in the Google product which You qualified in;
(f) Publish on Your website or other marketing collateral any certificate which Google may have presented to You when You passed Your Google Exams;
(g) Include in Your website a link to Your Profile Page (provided Profile Pages are offered by Google as part of GCP),

in addition to having access to protected areas within the GCP Application.
3. Individual Account
To obtain an Individual Account, You must provide the registration information requested by Google and keep it up to date.On obtaining an Individual Account, Google will grant You an identification number (“Candidate ID“). You will need the Candidate Number to enter any Google Exam. You agree to keep Your Candidate ID confidential.
4. Profile Page
Unless You opt out using any opt out facility provided by Google, You authorize Google to make a Profile Page for You and to keep Your Profile Page public. Google is not obliged to keep your Profile Page public.
5. GIQ features
Google may make new features available to You through the GCP Application from time to time. Some features will be labeled as trial or beta features. You agree to be contacted via E-mail to notify you of trial or beta features relating to GCP. Beta features are provided “as is”.
6. Google brand features
Having GIQ Status does not entitle you to use any of Google’s trade names, trademarks, logos and other distinctive brand features (“Google Brand Features“) or to use any logos on any certificate which Google may give you in relation to your Google Exam. However, if You have GIQ Status, You are entitled to:

(a) Carry out the activities set out at d, e, f and g in section 2 above
(b) Use any certificates or logos that Google may indicate You can use from time to time, provided You use them in accordance with Google’s related use guidelines.

7. Withdrawal of GIQ Status
Google reserves the right to withdraw Your GIQ Status at any time. Your GIQ Status may be withdrawn at Google’s sole discretion for reasons which may include the fact that You:

(a) Opt out of having Your Profile Page public; or
(b) Stop fulfilling the IQ Criteria; or
(c) Interact fraudulently with GIQ, including by asking any third party to take a Google Exam using Your Candidate ID; or
(d) Allow Your Google Exams to expire without renewing them in the manner specified by Google from time to time; or
(e) Breach these GIQ Terms.

If Your GIQ Status is withdrawn:

(i) Google may withdraw any of the benefits set out in these GIQ Terms, for example it may:

• stop making Your Profile Page public;
• block Your access to the GCP Application;
• exclude You from any GCP related product which lists Google Qualified Individuals (if any);

(ii) You shall immediately stop the activities set out at d, e, f and g in section 2 above;

If You stop fulfilling the IQ Criteria, Google may in its sole discretion decide to give You a 30 day grace period before withdrawing Your GIQ Status.
8. Association with a company

(a) Companies with a GCP account may from time to time invite You to be associated with their GCP account (“Inviting Company“). If You accept Inviting Company’s invitation You agree to:

(i) Inform Inviting Company in the event that You lose any qualification you obtained by taking a Google Exam, if that Google Exam is associated with Your Individual Account;
(ii) Allow Inviting Company to derive credits from the Google Exam(s) which You pass;
(iii) Have Your Profile Page (if one exists) associated with the GCP profile of the Inviting Company;
(iv) Allow Google to include in Your Profile Page (if any) the status of any Inviting Company whose invite You accept;
(v) Allow Google to share with the Inviting Company information regarding any qualification You obtain or have obtained by taking a Google Exam, if that Google Exam is associated with Your Individual Account;
(vi) Read and act in compliance with the terms and conditions which Inviting Company accepted when they signed up for a Company account in GCP (“GCP Terms“);
(vii) Keep confidential any information which You learn about Inviting Company or its clients through Your association with them through GCP (unless otherwise agreed between You and Inviting Company).

9. Exclusion of warranties
To the fullest extent permitted by law, Google makes no express warranties or representations with respect to GIQ. In particular, Google does not represent or warrant to You that Your use of Google services related to GIQ will be uninterrupted, timely, secure or free from error. Any implied warranties or representations are excluded to the fullest extent permitted by law.
10. Limitations of liability

(a) Nothing in the GIQ Terms shall exclude or limit Google’s liability for losses which may not be lawfully excluded or limited by applicable law.

(b) Subject to overall provision in section 10 (a) above, Google shall not be liable to You for:

(i) any indirect or consequential losses which may be incurred by You. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by You;

(ii) any loss or damage which may be incurred by You as a result of:

(1) Any change which Google may make to GIQ or features made accessible to Company through GIQ, or for any permanent or temporary cessation in the provision of either (or any features within them, such as the provision of AdWords vouchers, if any);
(2) Your failure to provide Google with accurate information;
(3) Your failure to keep Your Individual Account password or account details secure and confidential and the consequent access and use of Your Individual Account by another;
(4) Any fraudulent use of GIQ by You.

11. MISCELLANEOUS

(a) Governing Law and Jurisdiction; Injunctive Relief. The GIQ Terms, and Your relationship with Google under the GIQ Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the GIQ Terms. Notwithstanding this, You agree that Google will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
(b) These GIQ Terms may be modified by Google at any time to reflect changes in how Google makes GIQ generally commercially available. The parties agree that such modification shall be binding on both parties if made by Google in writing (including by Google sending an e-mail or by Google posting a message on a webpage accessible from Your Individual GIQ Account). Your continued participation in GIQ after such a modification shall indicate Your acceptance of the modification. Google may in its sole discretion disable or delete GCP or GIQ or any account within either program.
(c) The failure to require performance of any provision will not affect a party’s right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
(d) The invalidity, illegality or unenforceability of any provision of the GIQ Terms shall not affect or impact the continuation in force of the remainder of the GIQ Terms.
(e) Residents and nationals of Iran, Syria, Cuba, Sudan, North Korea and Myanmar (Burma), and other persons and entities restricted by U.S. export controls and sanctions programs are not eligible to participate.
(f) Any translation of the English language, Californian law GIQ Terms (the “Original Terms“) is provided for convenience only and You agree that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.