GOOGLE NEWS PUBLISHER AGREEMENT

This Google News Publisher Agreement (the “Agreement”) is entered into by Google LLC whose principal place of business is at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (“Google LLC”) and the Google News account holder (“you” or the “Publisher”).

If you are already participating in Google News (formerly known as Newsstand), this Agreement will supersede your prior online terms.

By checking the box with the text saying “I have read and accepted the Google News Publisher Agreement” and clicking the “Continue” button, you agree to comply with the following terms. If you are clicking on behalf of an organization, you represent and warrant that you have the authority to represent and bind that organization. This Agreement is effective as of the date the “Continue” button is clicked by or on behalf of Publisher (the "Effective Date").

  1. Definitions.
  1. In this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party.

“Brand Elements” means trade names, trademarks, logos, and other distinctive brand elements.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Google News” means the Google service where news publishers can publish editions and Users can engage with publishers, and search and view the text of digital newspapers, periodicals, and other content, whatever such service may be called by Google from time to time.        

“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs in a final judgment awarded against the indemnified part(ies) by a competent court.

“Intellectual Property Rights” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names; and moral rights.

“Program Policies” means the Google News program policies made available by Google to Publisher, including at https://support.google.com/news/publisher-center/answer/6204050?hl=en.

“Publisher Account” means the Google account held by Publisher relating to Publisher’s participation in Google News, accessed via the account management tool provided by Google (currently known as Publisher Center and as may be renamed by Google from time to time).

“Publisher Content” means any content made available by Publisher through any delivery mechanism selected in the Publisher Account and all data, information, and audio-visual content contained within, or provided by Publisher in connection with, such content.

“Territories” means the territories designated by Publisher in the Publisher Account applicable to the Publisher Content.

“Third-Party Legal Proceeding” means any legal proceeding filed by a third party before a court or government tribunal (including any civil, administrative, or appellate proceeding).

“Users” means users of Google products and services, including Google APIs.

  1. In this Agreement (a) “including” means “including but not limited to”; and (b) examples are illustrative only and not the sole examples of a particular concept.
  2. Google may update from time to time (a) the contents and locations of any URL listed in this Agreement; and (b) the Program Policies.
  1. Publisher Content.
  1. Format and Content of Publisher Content.
  1. Publisher will make Publisher Content available to Google using the settings in the Publisher Account. Any individual piece of Publisher Content must be made available to Google in its entirety, and reflect any updates, corrections, and refreshes made by Publisher to the same content as featured on Publisher’s own digital properties.
  2. Publisher will use reasonable efforts to repair any problems identified by Google with the availability or receipt of Publisher Content within 1 business day of notice from Google.
  1. Marketing, Merchandising and Promotion. Publisher authorizes Google and each Google Affiliate throughout the world to market and promote Publisher Content in connection with Google products or services.
  2. Withdrawal of Publisher Content. Publisher may withdraw Publisher Content by removing the applicable publication in the Publisher Account (however content similar to the Publisher Content may still appear in Google News depending on Publisher’s use of meta tags, robots.txt, or other standards).
  3. Program Policies. Publisher will comply with the applicable Program Policies.
  4. Fees. No fees or other payments apply to Publisher Content.
  5. Territories. Publisher acknowledges that (a) Publisher Content may be displayed to Users globally unless Publisher expressly indicates a specific territorial limitation for a publication in the Publisher Account; and (b) even if Publisher indicates a specific territorial limitation, in some instances, elements of Publisher Content from the applicable publication may be accessed by End Users outside of the Territories, and that access will not be a breach by Google of this Agreement.
  1. New Features. Google may offer Publisher new features to Google News as well as other services, products, and features that promote the Publisher Content. If Publisher (or a third party on behalf of Publisher) uses any such new features or other services, products, and features, the terms and policies (if any) for them will apply, and this Agreement does not modify any of those terms or policies. In addition, some features, products, or services may be identified as “beta”, “early access", or are otherwise unsupported or confidential. All information about these items, including their existence and any applicable terms and policies, are Google’s Confidential Information, and these items are provided “as is” without any representations or warranties of any kind.
  2. Publisher Content; Brand Features.
  1. Publisher Content.
  1. License to Publisher Content. Publisher grants to Google a non-exclusive, worldwide, sublicensable (under Section 4.1(b) (Sublicensing)) license during the Term to reproduce, distribute, publicly display, publicly perform, communicate to the public, make available to the public, modify, and otherwise use the Publisher Content in connection with Google News and other Google products and services that include or display Publisher Content.
  2. Sublicensing. Google may sublicense the rights granted in this Agreement to its:
  1. Affiliates (but only if (A) Google ensures that its Affiliates are subject to the same obligations as Google; and (B) Google is liable for its Affiliates’ breach of those obligations); and
  2. Users (to the extent necessary to permit them to use Google products and services that include or display Publisher Content).
  1. No Other Restrictions. Nothing in this Agreement:
  1. requires Google to use any Publisher Content in Google products or services, and Google may cease using or otherwise exercising its rights with respect to Publisher Content at any time at Google’s discretion;
  2. restricts Google from using (including how Google uses) content it obtains elsewhere; or
  3. restricts Google from exercising any rights it has at law, or affects any rights or defenses that Google or its Affiliates may have under fair use, implied consent, or any other legal theory or permission (including, for the avoidance of doubt, copyright exceptions)
  1. Brand Elements.
  1. License to Publisher’s Brand Elements. Publisher grants to Google and its Affiliates a limited, non-exclusive, worldwide, royalty-free license during the Term to use its Brand Elements: (a) in connection with the marketing and promotion of Publisher Content on Google News; (b) in presentations, marketing materials, customer lists, financial reports and website listings of partners; and (c) for the purposes of performing its obligations under this Agreement, subject to Partner's written usage guidelines provided by Partner in advance with a reasonable period of time to comply. All goodwill arising from the use by Google of Publisher’s Brand Elements will belong to Publisher.
  2. Fixed Media. Google may continue to use Publisher’s Brand Elements that were incorporated into fixed media in accordance with this Agreement, solely as incorporated in the fixed media, for as long as that fixed media exists. Examples of fixed media include screenshots of products or services in print or video, DVDs, social media posts, and other media that it would not be reasonably practical to recall.
  1. Retention of Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any express or implied rights to the other’s Intellectual Property Rights.
  1. Confidentiality and Publicity.
  1. Confidentiality Obligations. The recipient will not disclose the other party’s Confidential Information, except to employees, affiliates, agents, professional advisors, or third-party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the other party’s Confidential Information only to exercise rights and fulfill obligations under this Agreement while using reasonable care to protect the Confidential Information. The recipient will ensure that its Delegates are also subject to the same use and non-disclosure obligations. The recipient may disclose Confidential Information when required by law after giving reasonable notice to the other party, if permitted by law.
  2. Publicity. Neither party may make any public statement regarding this Agreement without the other’s written approval.
  1. Representations and Warranties.
  1. By Both Parties. Each party represents and warrants to the other that (a) it has the power and authority to enter into this Agreement; and (b) it will use reasonable care and skill in complying with its obligations under this Agreement.
  2. By Publisher. Publisher represents and warrants that: (a) it has and will retain all necessary rights to grant the licenses in this Agreement (including all licenses, permissions, rights, clearances and associated royalties that are required to use any underlying and third party content (including musical compositions and sound recordings) that is incorporated in, synchronized with or is part of Publisher Content); (b) Publisher Content and Google’s use of Publisher Content under this Agreement does not violate any applicable law; (c) it will comply with all applicable laws in connection with this Agreement; and (d) if permitted by applicable law, any moral rights of the author of Publisher Content have been waived or the author has agreed not to assert such rights.
  3. Disclaimer. To the maximum extent permitted by applicable law:
  1. the parties’ only representations and warranties under this Agreement are expressly stated in the introduction and this section; and
  2. subject to Section 8.2 (Unlimited Liabilities), the parties disclaim all other representations and warranties (express or implied), including any warranties of merchantability, satisfactory quality, conformance with description, content accuracy, error-free operation, non-infringement, and fitness for purpose.
  1. Defense and Indemnity.
  1. Obligations. Subject to Section 7.3 (Conditions), Publisher will defend Google and its Affiliates, and indemnify them against Indemnified Liabilities, in any Third-Party Legal Proceeding to the extent arising from an allegation that any Publisher Content, any Publisher Brand Elements used by Google in accordance with this Agreement, or any act or undertaking by Publisher in connection with this Agreement: (a) infringes or violates a third party’s Intellectual Property Rights, publicity, or other rights, or gives rise to any action, proceeding, claim or demand being brought by any person; or (b) is contrary to applicable law (including all laws relating to defamation and privacy). 
  2. Exclusions. Section 7.1 (Obligations) will not apply to the extent the underlying allegation arises from Google’s breach of this Agreement or from modifications or combinations to Publisher Content that were not provided or authorized by Publisher.
  3. Conditions. Section 7.1 (Obligations) is conditioned on Google: (a) promptly notifying Publisher in writing of any allegations that preceded the Third-Party Legal Proceeding; and (b) tendering sole control of the indemnified portion of the Third-Party Legal Proceeding to Publisher, subject to Google’s right to approve defense counsel, such approval not to be unreasonably withheld (and which approval may be withheld or withdrawn if there is a conflict of interest).
  4. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 7 (Defense and Indemnity) states the parties’ only rights and obligations in connection with this Agreement for third-party Intellectual Property Rights allegations and Third-Party Legal Proceedings.
  1. Liability.
  1. Limited Liabilities. To the extent permitted by applicable law and subject to Section 8.2 (Unlimited Liabilities):
  1. neither party will have any liability arising out of or relating to the Agreement for any:
  1. lost profits, revenues, goodwill, or savings; or
  2. indirect, consequential, special, incidental, or punitive damages; and
  1. each party’s total liability in connection with this Agreement is limited to $10,000 USD.
  1. Unlimited Liabilities. This Agreement does not exclude or limit either party’s liability for:
  1. death or personal injury resulting from its negligence or the negligence of its employees, contractors, or agents;
  2. fraud or fraudulent misrepresentation;
  3. breach of Section 5 (Confidentiality and Publicity);
  4. Its obligations under Section 7 (Defense and Indemnity); and
  5. matters that cannot be excluded or limited under applicable law.
  1. Term and Termination.
  1. Term. The “Term” of this Agreement begins on the Effective Date and continues unless terminated in accordance with Sections 9.2 (Termination) or 9.3 (Termination by Google).
  2. Termination. A party may terminate this Agreement:
  1. for any reason by providing 90 days prior written notice to the other party; or
  2. immediately on written notice if the other party:
  1. materially breaches this Agreement where the breach is incapable of being cured;
  2. materially breaches this Agreement and fails to cure that breach within 30 days after receiving a written breach notice;
  3. breaches any representation or warranty under Section 6 (Representations and Warranties); or
  4. is declared bankrupt or insolvent, or is dissolved or otherwise ceases to carry on business or any analogous event happens to the other party.
  1. Termination by Google. Google may terminate this Agreement by providing advance written notice to Publisher if Google discontinues an integral portion of Google News, and the discontinuance is applied to all similarly-situated publishers.
  2. Effects of Termination. Where applicable, the parties agree that for the effectiveness of the termination clauses under this Agreement, to waive any provisions, procedures and operation of any applicable law to the extent that a court order is required for termination of this Agreement. On expiration or termination of this Agreement for any reason:
  1. Publisher will cease providing any Publisher Content to Google via the Publisher Account (or take such other action as specified by Google to cease providing content under this Agreement);
  2. Google may continue to use Publisher Content for a reasonable period of time; and
  3. Sections 3 (New Features), 4.1(c) (No Other Restrictions), 4.2(b) (Fixed Media), 4.3 (Retention of Rights), 5 (Confidentiality and Publicity) through 8 (Liability), 9.4 (Effects of Termination),10 (General), and 11 (Governing Law; Arbitration) (and any other sections that under their terms or by implication ought to survive) will survive.
  1. General.
  1. Notices. All notices must be in English and in writing. Notices of breach or termination must be addressed to the other party’s Legal Department. The address for notices to Google’s Legal Department is legal-notices@google.com. All other notices must be addressed to the other party’s primary contact. Emails are written notices. Notice will be treated as given on receipt, as confirmed by written or electronic records.
  2. Assignment. No party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party has notified the other party of the assignment; and (c) the assigning party remains liable for obligations under this Agreement if the assignee defaults on them. Any other attempt to assign is void.
  3. Change of Control. During the Term, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) or sells all or substantially all of its assets: (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
  4. Subcontracting. Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and its subcontractors’ acts or omissions.
  5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
  6. No Waiver. A party's delay or omission in exercising any right under this Agreement will not be treated as a waiver of that right.
  7. Independent Contractors; No Agency. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
  8. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement unless the Agreement expressly states that there are. The parties can amend, rescind, or terminate this Agreement without any third-party beneficiary’s consent.
  9. Amendments. Any amendment must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.
  10. Entire Agreement. This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (except that, if you have entered into a separate, offline agreement that governs your participation in Google News, that agreement continues by its terms and will apply instead of this Agreement). In entering into this Agreement, the parties have relied solely on the express statements in this Agreement. Neither party has relied on, and neither party will have any right or remedy based on, any other statement, representation or warranty (whether made negligently or innocently).
  11. Severability. If any part of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
  12. Conflicting Languages. To the extent any translated version of this Agreement is inconsistent with the English version, the English version will govern.
  1. Governing Law; Arbitration.
  1. “APAC” means Bangladesh, Bhutan, Brunei, Cambodia, Cook Islands, East Timor, Easter Island, Fiji, Hong Kong SAR, India, Indonesia, Laos, Macau SAR, Malaysia, Maldives, Mongolia, Myanmar, Nepal, New Caledonia, Pakistan, Papua New Guinea, Philippines, Samoa, Solomon Islands, South Korea, Sri Lanka, Taiwan, Thailand, Tokelau, Tonga, Tuvalu, Vanuatu, Vietnam;
  2. “LATAM” means Argentina, Bolivia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Uruguay.
  3. For Publishers registered in countries or regions outside of LATAM or APAC, California law will govern all disputes arising out of or relating to this Agreement, or any related Google products or services, regardless of any conflict of laws rules. These disputes will be resolved exclusively in the federal or state courts of Santa Clara County, California, USA, and the parties consent to personal jurisdiction in those courts.
  4. For Publishers registered in APAC:
  1. ALL CLAIMS ARISING OUT OR RELATING TO THESE TERMS AND CONDITIONS OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
  2. 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 these terms and conditions ("Rules").
  3. The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
  4. Either 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 these terms and conditions.
  5. Subject to the confidentiality requirements in Subsection (g), either 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 Subsection (e).
  6. 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 either party or any of its property.
  7. Any arbitration proceeding conducted in accordance with this Section will be considered  confidential information, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. The parties may also disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
  8. 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.
  9. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
  1. For Publishers registered in LATAM:
  1. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
  2. 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 these terms and conditions ("Rules").  
  3. The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.
  4. The arbitrator may not decide by equity.
  5. Subject to the confidentiality requirements in Subsection (g), either 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 Subsection (e).
  6. 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 either party or any of its property.
  7. Any arbitration proceeding conducted in accordance with this Section will be considered Confidential Information under these terms and conditions's confidentiality section, including (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to the arbitration proceedings. In addition to the disclosure rights in these terms and conditions’s confidentiality section, the parties may disclose the information described in this Subsection (g) to a competent court as may be necessary to file any order under Subsection (e) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).
  8. 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.
  9. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.