GOOGLE NEWS PUBLISHER AGREEMENT

Updated: 1-8-2019

THIS GOOGLE NEWS PUBLISHER AGREEMENT (the “Agreement”) is entered into by Google Ireland Limited whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google Ireland”), Google Commerce Limited whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google Commerce”), Google Asia Pacific Pte Limited whose principal place of business is at 70 Pasir Panjang Road, #03-71, Mapletree Business City, Singapore 117371(“Google Asia Pacific”), and 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. In this Agreement, the Google News account holder will be referred to as “you” or the “Publisher” and “Google” will mean Google Ireland and/or Google Commerce and/or Google Asia Pacific and/or Google LLC (as the context requires).

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.  In this Agreement, the following definitions apply unless expressly stated otherwise:

“Ad Revenues” means revenues that are recognized by Google and attributed to Google-Sold Ads net of all taxes (such as any value added tax and sales tax).  Recognized revenues do not include those items listed in Section 3.5.

“Ad Revenue Share” is defined in Section 3.3.

“Ad Slots” means slots to which ads may be served in Publisher Content distributed and displayed to End Users through Google News.

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

“Brand Features” means trade names, trademarks, logos and other distinctive brand features of the applicable party.

“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.

“End User” means an end user who accesses or uses Google Services.

“Google Ad Policies” means, collectively, those certain policies, guidelines, specifications and the like applied by Google as may be revised by Google from time to time, the current versions of which are located at: https://support.google.com/adwordspolicy/topic/1626336?hl=en&ref_topic=2996750 and https://support.google.com/producer/answer/1686412?hl=en&ref_topic=1633739.

“Google Ad Slot Allocation” means Ad Slots in the Publisher Content that Publisher makes available to Google.  

“Google Group Company” means Google LLC, Google Ireland, Google Commerce, Google Asia Pacific and (a) any parent company of any of those entities; and (b) any corporate body of which any of those entities directly or indirectly have control or which is directly or indirectly controlled by the same entity or group of entities as any of those entities.

“Google News” means the Google Service where End Users can search the text of digital newspapers, periodicals, and other content, view and purchase such content, whatever such service may be called by Google from time to time.

“Google Services” means any products, services or technology provided by or being developed by or on behalf of a Google Group Company from time to time.  Google Services include products, services and technologies that are accessible through and otherwise provided by various computer and electronic technologies, networks (syndicated and otherwise) and systems, including, mobile wireless services and Internet-based services accessible through Google Group Company websites and any Google syndication partner sites.

“Google-Sold Ads” means ads sold and served by Google on the Google Ad Slot Allocation.

“Intellectual Property Rights” means all copyright, moral rights, patent rights, trademarks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

“Periodical” means portions of or a title from Publisher Content as determined by Publisher that is continually updated (for example, news content).

“Program Policies” means the then current Google News program policies as published by a Google Group Company from time to time and currently located at https://support.google.com/producer/answer/2671422?hl=en.

“Publisher Account” means the Google account held by Publisher relating to Publisher’s participation in Google News. The account management tool is currently known as Producer but may be renamed by Google from time to time.

“Publisher Content” means any content made available by Publisher in the Publisher Account and all data, information, and audio-visual content contained within, or provided by Publisher in connection with, such content (whether owned by Publisher or licensed to Publisher by a third party), including text, images, photographs, illustrations, third party Brand Features, video, closed captioning, metadata, literary, dramatic and musical works, films and sound recordings.

“Publisher-Sold Ads” means ads provided by Publisher and served to Ad Slots allocated to Publisher by the ad-serving platform made available and selected by Publisher in the Publisher Account.

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

1.1           The words "include" and "including" mean “including but not limited to.”

1.2           When examples are provided in this Agreement, they are for illustrative purposes only, and are not the exclusive examples of a particular concept or provision.

1.3           A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.            Authorized Use and Distribution of Publisher Content. 

2.1            Changes to Google News; Changes to the Agreement.  Google is constantly changing and improving the Google Services including Google News. Google may add or remove functionalities or features of Google News at any time, and Google may suspend or stop Google News altogether. Google may modify the Agreement at any time. Google will post any modifications to the Agreement. Changes will not apply retroactively and generally will become effective 30 days after they are posted except that changes addressing new functions for Google News or changes made for legal reasons will be effective immediately. If Publisher does not agree to any modified terms in the Agreement, this Agreement will terminate and Publisher must remove its Publisher Content from Google News and stop using Google News.

2.2          Publisher Authorizations.  Publisher requests and authorizes Google and each Google Group Company on a worldwide and non-exclusive basis to:

(a)           transcode and adapt Publisher Content to enable the Publisher Content to be viewed or accessed in a different digital format and/or on a particular device, provided this does not alter the original meaning;

(b)             use, copy, reproduce, store, display, distribute, adapt, communicate and make copies available of Publisher Content (in each case including through caching, Google Services, third-party websites and devices) to allow (on Publisher’s behalf) End Users to use, adapt, download, store, access, view (including when disconnected from the internet) Publisher Content and copy, paste, print, annotate Publisher Content (and share annotations) and do such acts as permitted by applicable law and/or which are enabled by the functionality provided from time to time by Google Services and/or platforms and devices where Google News is available;

(c)            allow End Users the right to share articles from Periodicals with third parties provided that the shared  article will contain a link to either, at Google’s discretion, (i) Publisher’s website, (ii) the Periodical from which such article was shared, or (iii) a website that allows end users to download applications to allow them to access Google News;

(d)         annotate, index, tag and make such uses as are necessary to enable text-to-speech and article clipping functionality for Publisher Content; and

(e)         transmit, reproduce, modify, adapt, communicate and otherwise use Publisher Content internally for the purposes of technically enabling the foregoing (a) through (d) and for testing in Google News; Google will not modify the Publisher Content in any manner that materially changes the content of the Publisher Content (for the avoidance of doubt, this provision does not restrict Google from annotating and highlighting search terms in the Publisher Content).

2.3        Format and Content of Publisher Content.

(a)         Publisher will make available the Publisher Content to Google through settings made available in the Publisher Account. Publisher has the sole discretion to determine what Publisher Content it makes available through Google News; provided, however, any content which Publisher elects to make available must include the entirety of the content (e.g., if Publisher makes an article available, then the Publisher will make the full-length article available along with all media which is part of the article as presented online or in print).  

(b)         Publisher will ensure that the Periodicals made available to Google are continuously updated during the Term including by providing Google with the most up to date stream available for such Periodicals.    

(c)                Publisher will repair any problems identified by Google with the stream or the receipt of Publisher Content within 1 business day of notice from Google.  

(d)         Publisher agrees that End Users may download, access and view Publisher Content on all platforms and devices where Google News is available.

2.4               Marketing, Merchandising and Promotion. Publisher authorizes Google and each Google Group Company throughout the world to market, merchandise and promote Publisher Content on Google Services.  

2.5        Reservation of Rights.

(a)              Except to the extent expressly stated otherwise in this Agreement, no party will acquire any right, title, or interest in any Intellectual Property Rights belonging to another party, or another party’s licensors.  Each party will own all rights in and to any data that it collects in connection with the performance of this Agreement.

(b)              Google may cease distributing or using any Publisher Content at any time at Google’s discretion.  If Google terminates or suspends the services under which Google makes available (on Publisher’s behalf) Publisher Content to End Users then Google or other Google Group Company will pay Publisher’s accounts receivable to Publisher within 90 days after the end of the calendar month in which Google suspends or terminates the service.

(c)               Except as otherwise set forth herein, this Agreement does not affect any right or defense that any party would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions.

(d)               Each Google Group Company may authorize the following to exercise the rights granted to such Google Group Company under this Agreement:  End Users and third parties in connection with the exercise of rights under this Agreement.

2.6               Territories.  Google will use and will require that other Google Group Companies use commercially reasonable efforts to restrict access of Publisher Content to End Users in the Territories for each Periodical.  Google does not represent or warrant that any steps taken by it or any Google Group Company to limit access to the Territory will in every instance be effective and Publisher understands that in some instances, Publisher Content may be accessed by End Users outside of the Territory.  Such access will not be a breach of this Agreement.

2.7              Withdrawal of Publisher Content.  Publisher may withdraw any Periodical from display on Google News by removing the Periodical in the Publisher Account.

2.8              Program Policies. Publisher will comply with the applicable Program Policies. Google may change the Program Policies in its absolute discretion from time to time.

3.                Google-Sold Ads and Publisher-Sold Ads.

3.1              Ads.  Publisher agrees that Google may enable advertising in Publisher Content.

3.2              Ad Slot Allocation. Google will determine from time to time:

(a)              the maximum amount of space in Publisher Content that will be allocated to Ad Slots;

(b)              which Ad Slots are allocated to Publisher-Sold Ads;

(c)            which Ad Slots are allocated to Google-Sold Ads; and

(d)              the permitted formats of ads.

Publisher will have the ability to control various ads parameters through the settings, features, and functions made available through the Publisher Account. Ads Slots will be allocated between Publisher and Google based on the allocation percentages selected by Publisher in the Publisher Account. Because ad allocation depends on a number of factors, including ad size and inventory, the Ad Slot allocation percentages may vary, and the parties agree that such variance will not constitute a breach of this Agreement. If during the Term, Google makes available functionality in the Publisher Account that allows Publisher to allocate any unsold Ad Slots to Google, Publisher agrees to enable such functionality in its Publisher Account within 30 days’ of written notice (including by email) from Google.

3.3            Revenue Share for Google-Sold Ads. Google will pay Publisher 55% of Ad Revenues (the “Ad Revenue Share”).

3.4              Payment Terms.  Ad Revenue Share payments to Publisher will be sent by Google within approximately 60 days after the end of any calendar month, provided that Publisher’s earned balance is $100 USD or more in the aggregate. When Publisher’s monthly earned balance is less than $100 USD, there will be no payment and the balance will accumulate until it exceeds $100 USD, at which time it will be paid to Publisher in accordance with the preceding sentence. Any Ad Revenue Share payments to Publisher will be made in the manner that Google pays its partners. Google reserves the right to retain all other revenues derived from Google Services including any revenues from ads that may appear on any search results pages. All Ad Revenue Share payments to Publisher by Google will be treated as inclusive of tax (if applicable) and will not be adjusted. If a withholding tax is imposed on any Ad Revenue Share payments, Google will cooperate with Publisher and review and consider information and documentation provided by Publisher to enable a claim to be made by Publisher under any applicable convention or treaty to reduce or eliminate any withholding required by law from such payments. Publisher is responsible for obtaining any formal approval from the relevant taxing authorities to claim benefits under an applicable convention or treaty, and is responsible for obtaining any required forms used to claim a reduction or elimination of withholding tax. If Publisher does not obtain such formal approval from the relevant taxing authority and does not provide the withholding documentation described above, then Google may either: (a) postpone payment until such necessary documentation is provided to Google; or (b) pay Publisher after applying withholding amounts required under applicable law.

3.5          Payment Limitations.  Google will not be liable to pay any Ad Revenue Share to Publisher 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 through any clicks or impressions:

(i) originating from Publisher’s IP addresses or computers under Publisher’s control, or

(ii) solicited by payment of money, false representation or request for users to click on ads;

(b)               Google advertisements for Google’s products and/or services; or

(c)                any breach of Section 3.9 by Publisher.

 Google reserves the right to charge back Publisher’s account any Ad Revenue Share payments made due to any of the reasons listed in this Section 3.5. Publisher agrees to cooperate with Google in its investigation of any of the foregoing.  

3.6        Miscellaneous Payment Information.  Google may create an account for Publisher, where Publisher will be able to access information about Ad Revenue Share payments to Publisher. Publisher agrees that this account is made available to Publisher for this purpose only, and that the account may not be used for any other purpose unless expressly agreed to otherwise by Publisher and Google in writing. Publisher must enter into a standard service agreement supplied by Google with respect to payment of Ad Revenue Share to Publisher. 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 or other form, which will likely require a valid U.S. tax identification number, as required by the U.S. tax authorities. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with its 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.

3.7           Reporting.  Google will provide Publisher with access to reports of Ad Revenues and Ad Revenue Share amounts due to Publisher under Section 3.3 in the form generally made available to publishers.  

3.8             Publisher-Sold Ads Requirements.  All Publisher-Sold Ads that appear in Publisher Content distributed through Google News must comply with the Google Ad Policies. Google reserves the right to modify the Google Ad Policies in its sole discretion at any time during the Term.  For the avoidance of doubt, Google is under no obligation to permit the display of any Publisher-Sold Ads that fail to meet its approval in Google's sole discretion or that fail to comply with the Google Ads Policies. Google may require Publisher to remove from display any Publisher-Sold Ads that Google determines in its sole discretion to be objectionable, and Publisher will promptly remove such Publisher-Sold Ads from display in Google Services.  Publisher will use only the ad-serving platform(s) made available by Google through the Publisher Account for serving Publisher-Sold Ads, which ad-serving platform services will be subject to separate agreement between Publisher and such ad-serving platform service provider; provided, however, that the foregoing will not change, amend, or affect the terms of any agreement between Publisher and Google (including its DoubleClick division) relating to the provision of ad-serving services to Publisher by Google (including its DoubleClick division).

3.9            Fraud.  No party will, and no party will authorize or encourage any third party to directly or indirectly generate queries, impressions of or clicks on any Google-Sold Ad or Publisher-Sold Ad or obtain access to Publisher Content through any automated, fraudulent or other invalid means, including the use of robots or other automated query tools, computer generated search requests, or the fraudulent use of software or credit cards.  

4.          New Features.  Google may offer Publisher new features to Google News as well as other services, products and features to promote the Publisher Content. Some of those services, products and features may have additional terms and conditions.  Publisher may participate in any or all new services, products and features offered by Google by individually agreeing to the terms of such new products and features on the Publisher Account or in any other way the terms may be presented to Publisher.

5.              Brand Features.  Publisher grants to Google and each Google Group Company a limited, non-exclusive, worldwide, royalty-free license to use its Brand Features, in accordance with Publisher’s usage guidelines (if and as provided by Publisher), solely for use (a) in connection with the sale, marketing and promotion of the Publisher Content, (b) in presentations, marketing materials, customer lists, financial reports and website listings of customers, and (c) as otherwise provided under this Agreement.  All uses of Publisher’s Brand Features, and all goodwill associated therewith, will inure solely to the benefit of Publisher.

6.               Warranties; Indemnification.

6.1        Warranties.  Each party represents and warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement. Publisher represents and warrants that: (a) it has and will retain  all necessary rights and consents to grant the authorizations and other rights granted by it under 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 or Publisher-Sold Ads); (b) Publisher Content and Publisher Sold-Ads do not violate any applicable law, statute, ordinance or regulation, (c) it complies with all applicable laws in each Territory; (d) if permitted by applicable law, any moral rights of the author of Publisher Content or Publisher-Sold Ads have been waived or the author has agreed not to assert such rights; (e) Publisher Content and Publisher-Sold Ads are of satisfactory quality, fit for purpose and conforms with their description; and (f) this Agreement will not violate any agreement it has with a third party.

6.2             DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTIES MADE BY THE PARTIES IN SECTION 6.1, THE PARTIES DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS, GUARANTEES AND UNDERTAKINGS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6.3              Indemnity.  Publisher will defend and indemnify Google Ireland, Google Commerce, Google Asia Pacific and Google LLC and its directors, officers and employees (together the “Indemnified Persons”) against all liabilities, costs, expenses, losses and damages , including reasonable legal fees, suffered or incurred by the Indemnified Persons or any Google Group Company, relating to any allegation or third-party legal proceeding to the extent: (a) arising from Publishers breach of its representations or warranties under this Agreement; or (b) claiming that any Publisher Content or Publisher-Sold Ads violates or infringes the third party rights, including Intellectual Property Rights; or (c) claiming that any Publisher Content or Publisher-Sold Ads or their use is contrary to applicable law, statute or regulation.  

7.                Limitation of Liability.

7.1        Exceptions to Limitations.  Nothing in this Agreement will exclude or limit any party’s liability for:

(a)         death or personal injury resulting from the negligence of any party or their agents or employees;

(b)         fraud or fraudulent misrepresentation;

(c)         payment of sums properly due and owing to the other in the course of normal performance of this Agreement;

(d)         misuse of Confidential Information;

(e)         liability pursuant to its indemnity obligations under Section 6.3; and

(f)          matters that cannot be excluded or limited under applicable law.

7.2        LIMITATIONS.  TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR THE ITEMS IN SECTION 7.1, (A) NO PARTY WILL BE LIABLE (UNDER ANY THEORY OR CIRCUMSTANCE) FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES, LOST PROFITS OR LOST DATA, AND (B) PUBLISHER’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING IN ANY CONTRACT YEAR IS LIMITED TO THE GREATER OF (i) 125% OF THE AMOUNTS DUE TO PUBLISHER UNDER THIS AGREEMENT IN THE RELEVANT CONTRACT YEAR OR (ii) $100,000 USD, AND (C) THE TOTAL AGGREGATE LIABILITY OF GOOGLE IRELAND, GOOGLE COMMERCE, GOOGLE LLC, GOOGLE ASIA PACIFIC AND ALL OTHER GOOGLE GROUP COMPANIES TAKEN TOGETHER UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING IN ANY CONTRACT YEAR IS LIMITED TO THE GREATER OF (i) 125% OF THE AMOUNTS DUE TO PUBLISHER UNDER THIS AGREEMENT IN THE RELEVANT CONTRACT YEAR OR (ii) $100,000 USD.

7.3        Contract Year.  In Section 7.2 “Contract Year” means a period of 1 year starting on the Effective Date or the relevant anniversary of that date (as appropriate). If the amount referred to in sub-sections (B) (i) or (C) (i) of Section 7.2 cannot be calculated accurately at the time the relevant liability is to be assessed (the “Applicable Time”), it will be calculated on a pro-rata basis as X/Y x Z.  Where:

X = the amounts  paid and payable to Publisher in the relevant Contract Year prior to the Applicable Time;

Y = the number of days elapsed in the relevant Contract Year prior to the Applicable Time; and

Z = 365.

8.          Confidentiality.

8.1        Confidentiality Obligations.  The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.  The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential.  The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

8.2        Publicity.  Publisher will not make any public statement regarding this Agreement without Google’s prior written approval.

9.              Term and Termination.

9.1             Term.  The “Term” of this Agreement: (a) begins on the Effective Date; and (b) continues unless terminated in accordance with Section 9.2 or Section 9.3.

9.2        Termination by Google.  Google may terminate this Agreement:

(a)         immediately upon written notice to Publisher if Publisher is in material breach of this Agreement and, if the breach is remediable, has failed to cure such breach within 30 days after receiving written notice from Google identifying the breach.

 (b)         immediately upon written notice to Publisher if Publisher is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.

 (c)         immediately upon written notice to Publisher if Publisher breaches any warranty under Section 6.1.

 (d)              for convenience at any time with 30 days prior written notice to Publisher.

9.3       Termination by Publisher.  Publisher may terminate this Agreement:

(a)        immediately upon written notice to Google Commerce, Google Ireland, Google Asia Pacific or Google LLC if Google is in material breach of this Agreement and, if the breach is remediable, has failed to cure such breach within 30 days after receiving written notice from Publisher identifying the breach.

(b)             immediately upon written notice to Google Commerce, Google Ireland, Google Asia Pacific or Google LLC if Google is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.

 (c)             for convenience at any time with 30 days prior written notice to Google Commerce, Google Ireland, Google Asia Pacific or Google LLC.

 9.4        Survival.  Sections 1, 2.5, 6 through 8, 9.4, 10 and 11 and any other Sections which under their terms or by implication ought to survive, will survive any termination or expiration of this Agreement.

10.             General.

10.1         Notices.  All notices of termination or breach must be in writing in English and 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 in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

10.2          Assignment.  No party may assign any part of this Agreement without the written consent of the other parties, 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 remains liable for obligations under this Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment.  Any other attempt to assign is void.

10.3          Subcontracting.  Any party may subcontract any of its obligations under this Agreement, but will remain liable for all such sub-contracted obligations and its subcontractors' acts or omissions.

10.4            Change of Control.  Other than in the context of an internal restructuring or reorganization of Google and its affiliates, if a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (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.

10.5            Force Majeure.  No party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

10.6            No Waiver.  No party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

10.7            Severability.  If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

10.8            No Agency.  Except as expressly stated otherwise, nothing in this Agreement will create an agency, partnership or joint venture of any kind between the parties.

10.9           No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does. A Google Group Company may enforce any term which purports to confer a benefit on it, notwithstanding that it is not a party to this Agreement. Notwithstanding the foregoing, the parties to this Agreement may by agreement rescind or vary this Agreement or any term of it without the consent of any person who has a right to enforce this Agreement or the term in question, notwithstanding that such rescission or variation may extinguish or alter that entities entitlement under that right.

10.10          Amendments. This Agreement may be amended (a) in a writing that expressly states that it is amending the Agreement or (b) as set forth in Section 2.1 if Publisher continues to use Google News after Google modifies the Agreement.

10.11          Entire Agreement.  This Agreement states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (provided 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 no party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.

10.12           Google Group Companies.  Each of Google LLC, Google Commerce, Google Asia Pacific and Google Ireland expressly and irrevocably authorize the other to agree variations to this Agreement on behalf of the other and to bind the other to such variations.

10.13           Conflicting Languages.  If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

10.14        Understanding.   Each party undertakes that it has read this Agreement, understands its English contents, and that this Agreement has been entered into freely and without duress.

11.          Governing Law; Arbitration.  

11.1             GOVERNING LAW.  ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT 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.

11.2           Dispute Resolution.  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 this Agreement ("Rules").  

(a)             The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA.

(b)        The arbitrator may not decide by equity.

(c)        Subject to the confidentiality requirements in 11.2 (e), any 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 Section 11.2 (c).

(d)        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.

(e)        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 Section 11.2 (e) to a competent court as may be necessary to file any order under Section 11.2 (d) or execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private).

(f)        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.

 (g)            The parties will bear their own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.