Google Custom Search API Terms and Conditions

By using the Custom Search API (referred to as the “CS API”), you (“Customer”) agree that such use is subject to these terms and conditions (the “Google CS API terms and conditions”) and also agree to be bound by the Google CS TOS (as defined below).

1. Definitions.

“API Documentation” means the documentation available at http://code.google.com/apis/customsearch/.

“Client User” means a third party that is accessing the CS Implementation so that such third party may offer the CS Implementation to end users.

“Deprecated Version” means the version of the CS API that will be discontinued, either because Google chooses to discontinue the CS API, or because Google upgrades the CS API to a newer version.

“Deprecation Period” means the three year period following an announcement by Google that the current version of the CS API will be deprecated.

“Google” means Google Inc. and its affiliates

“Google CS TOS” means the terms of service set forth at http://www.google.com/cse/docs/tos.html, or other such URL as Google may provide from time to time.

“CS API” means the application program interface that enables you to implement certain features of Google Custom Search on your website, your blog, or a collection of websites, and which is described in the API Documentation.

“CS Data” means data that is transmitted between the CS Implementation and CS Servers in connection with the CS API.

“CS Implementation” means a more customized version of Google Custom Search, based on the CS API, developed by Customer pursuant to the CS API Terms and the API Documentation, and which is used to communicate with CS Servers.

“CS Servers” means the servers used to provide the Google Custom Search services.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Software Principles” means the principles set forth at http://www.google.com/corporate/software_principles.html, or other such URL as Google may provide from time to time.

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2. General Terms.

2.1 Handling of Data. The CS Implementation must be designed to store, handle, and transmit CS Data securely and in a manner at least as secure as any protocols described in the API Documentation.

2.2 Interaction with CS Servers. The CS Implementation must not interfere with the normal functioning of the CS Servers, and Customer acknowledges that Google may monitor CS API activity in order to prevent such interference. Except as expressly permitted by the API Documentation, Customer will not use any automated means (such as the use of scraping, robots or load testing) to access, query or otherwise collect CS related information. Google may set usage limits on features of the CS API.

2.3 Updates and Deprecation.

1. Updates. Google may change the CS API and the API Documentation from time to time. These changes may require Customer to update the CS Implementation to ensure proper operation.
2. Deprecation. Google will issue an announcement if the current version of the CS API will become the Deprecated Version of the CS API. If Google does so, Google will use commercially reasonable efforts to continue to operate the Deprecated Version of the CS API for the Deprecation Period, and to respond to problems with the Deprecated Version of the CS API deemed by Google in its discretion to be critical; provided that Google will not have any such obligation with respect to features or functionality labeled as experimental. Google will not add new features to the Deprecated Version of the CS API during the Deprecation Period. This deprecation policy only applies to the XML version of the API documented at http://code.google.com/apis/customsearch/docs/xml_results.html.

2.4 Fees.

1. The CS API may be provided to you without any free usage quota at all. You may be charged for each successful request you make through the CS API. The usage charges for the CS API ("Usage Charges") can be found at http://code.google.com/apis/customsearch/v1/overview.html#Pricing.
2. If there is an applicable Usage Charge, a bill will be issued to your online account for all Usage Charges, which may be combined on your bill with usage fees from other Google services to which you have subscribed. You shall be responsible for all charges in your online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, you shall pay all charges in accordance with the payment terms in the payment policies at http://code.google.com/apis/console-help/#Billing. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Google incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Google's measurements of your use of the CS API , unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Google and only in the form of credit for the CS API . Nothing in these terms obligates Google to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Google may be shared by Google with companies who work on Google's behalf, such as payment processors or credit agencies, solely for the purposes of checking credit, effecting payment to Google and servicing your account. Google may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Google shall not be liable for any use or disclosure of such information by such third parties. Google reserves the right to discontinue the provision of the CS API to you for any late payments.
3. Google may change the fees and the payment policies for the CS API with 90 days prior notice. Changes to the fees or payment policies will be posted at http://code.google.com/apis/customsearch/v1/overview.html#Pricing (or such other URL Google may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the terms for any reason.
4. You may not access the CS API in a manner intended to avoid incurring fees.

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3. For Developers and Distributors Only.

This Section 3 only applies to Customer if Customer develops or distributes a CS Implementation for use by one or more third parties.

3.1 Treatment of CS Data. Customer will not sell, redistribute, sublicense or otherwise disclose or transfer to any third party all or any portion of the CS Data with one exception: Customer may disclose CS Data from a particular Client User to that Client User. If Customer terminates access to the CS Implementation for one of its Client Users, Customer must permit that Client User to copy and port any data related to that Client User which was previously collected through the CS Implementation. The CS Implementation must not, through its design or standard implementation, cause a Client User to breach the Google CS TOS.

3.2 Personally Identifiable Information. A CS Implementation will not collect personally identifiable information of any party unless it first: (a) informs the affected party about the types of information being collected and how that information may be used; and then (b) obtains the affected party’s express permission to do so.

3.3 Software Principles. Customer’s development and distribution of any software that uses the CS API, including the CS Implementation, must comply with the Software Principles. Customer’s development and distribution of any non web-based software, such as a software application that can reside at a location other than the web, that uses the CS API, including the CS Implementation, must be approved by Google’s prior to distribution.

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4. Other Terms.

4.1 Ownership. Except as expressly set forth herein, these terms do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s Intellectual Property Rights. Intellectual Property Rights in and to the content accessed through the services are the property of the applicable content owner and may be protected by applicable laws.

4.2 Indemnification. Customer agrees to indemnify, defend and hold harmless Google from and against any third party claims (and related liabilities, loss and expense) arising from or related to your breach of the Google CS API terms and conditions, your use of the CS API, or the development, distribution, or use of a CS Implementation.

4.3 Termination. Google may terminate these Google CS API terms and conditions or suspend or terminate your access to the CS API and any Deprecated Version of the CS API, or set limits on your usage in the following situations:

1. Customer has breached the Google CS API terms and conditions (including terms related to fees), or Customer’s behavior shows it does not intend to, or is unable to, comply with the Google CS API terms and conditions;
2. Google is required to do so by law, for example, due to a change to the law governing the provision of the CS API or the Deprecated Version of the CS API;
3. the CS API or the Deprecated Version of the CS API relies on data or services provided by a third party partner and the relationship with that partner: (i) has expired or been terminated; or (ii) requires Google to change the way it provides the data or services through the CS API or the Deprecated Version of the CS API;
4. providing the CS API or the Deprecated Version of the CS API could create a substantial economic burden for Google in Google’s reasonable good faith judgment; or
5. providing the CS API or the Deprecated Version of the CS API could create a security risk or material technical burden for Google for in Google’s reasonable good faith judgment.

4.4 Effects of Termination. Upon a termination or notice of discontinuance, Customer must immediately stop using the CS API or Deprecated Version of the CS API, as applicable, and distributing or developing CS Implementations. Sections 2.4, 4.4, 4.6, and 4.7 will survive any termination of these Google CS API terms and conditions.

4.5 Modification. Google may modify these Google CS API terms and conditions from time to time in its sole discretion. If a modification is unacceptable to Customer, Customer may terminate these Google CS API terms and conditions by ceasing its use of the CS API. If Customer continues to use the CS API, then Customer will be deemed to have accepted the modifications.

4.6 Disclaimer and Limitation of Liability. The CS API is provided “as is” without any warranties. to the maximum extent permitted by applicable law, GOOGLE DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. Google does not warrant that USE OF THE CS API will be error-free or uninterrupted. to the fullest extent permitted by law, GOOGLE WILL NOT HAVE ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, RELATED TO THE CS API.

4.7 Miscellaneous. Customer is responsible for complying with all applicable laws in connection with Customer’s use of the CS API. The Google CS API terms and conditions are governed by California law except for its conflicts of laws principles. Any disputes will be adjudicated exclusively in the federal or state courts in Santa Clara County, California, and the parties consent to personal jurisdiction in these courts. The parties specifically exclude from application to these API Terms and Conditions the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The Google CS API terms and conditions constitute the entire agreement between the parties with respect to the subject matter, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. Google’s failure to exercise or enforce any right or provision hereunder will not constitute a waiver of the right or provision. If for any reason a court of competent jurisdiction finds any provision herein to be unenforceable, the remainder of these terms and conditions will continue in full force and effect. The Google CS API terms and conditions are not intended to benefit, nor will they be deemed to give rise to, any rights in any third party except for Google and its affiliates. Customer may not assign any rights hereunder and any attempt to do so is void. The Google CS API terms and conditions do not create any agency or partnership relationship.

April 15, 2011

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