11. payment. you
shall receive a payment related to the number of valid clicks on ads, the
number of valid impressions of ads, the number of valid completions of referral
events initiated through referral buttons displayed in connection with your
property(ies), and/or other events performed in connection with the display of
ads on your property(ies), in each case as determined by google for its
participants in the program. if you have elected to receive search results,
this payment will be offset by fees applicable to search results. unless
otherwise agreed to by the parties in writing (including by electronic mail),
payments to you shall be sent by google within approximately thirty (30) days
after the end of each calendar month that ads or referral buttons are running
on your property or that ads are running on search results pages if your earned
balance is us $100 or more. in the event the agreement is terminated, google
shall pay your earned balance to you within approximately ninety (90) days
after the end of the calendar month in which the agreement is terminated by you
(following google's receipt of your written request, including by email, to
terminate the agreement) or by google. in no event, however, shall google make payments
for any earned balance less than us $10. notwithstanding the foregoing, google
shall not be liable for any payment based on: (a) any amounts which result from
invalid queries, invalid referral events, or invalid clicks or impressions on
ads generated by any person, bot, automated program or similar device, as
reasonably determined by google, including without limitation through any
clicks or impressions (i) originating from your ip addresses or computers under
your control, (ii) solicited by payment of money, false representation, or
request for end users to click on ads, or (iii) solicited by payment of money,
false representation, or any illegal or otherwise invalid request for end users
to complete referral events; (b) ads or referral buttons delivered to end users
whose browsers have javascript disabled; (c) ads benefiting charitable
organizations and other placeholder or transparent ads that google may deliver;
or (d) clicks co-mingled with a significant number of invalid clicks described
in (a) above, or as a result of any breach of this agreement by you for any
applicable pay period. google reserves the right to withhold payment or charge
back your account due to any of the foregoing or any breach of this agreement
by you, pending google's reasonable investigation of any of the foregoing or
any breach of this agreement by you, or in the event that an advertiser whose
ads are displayed in connection with your property(ies) defaults on payment for
such ads to google. in addition, if you are past due on any payment to google
in connection with any google program (including without limitation the google
adwords program), google reserves the right to withhold payment until all
outstanding payments have been made or to offset amounts owed to you in connection
with the program by amounts owed by you to google. to ensure proper payment,
you are solely responsible for providing and maintaining accurate address and
other contact information as well as payment information associated with your
account. 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 either a
signed certification that the taxpayer does not have u.s. activities (as
described on the google adsense: tax information page located at https://www.google.com/adsense/taxinfo, or
such other url as google may provide from time to time) or a fully-completed
form w-8 or other form, which may require a valid u.s. tax identification
number, as required by the u.s. tax authorities. 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. you agree to pay all
applicable taxes or charges imposed by any government entity in connection with
your participation in the program. google may change its pricing and/or payment
structure at any time. if you dispute any payment made under the program, you
must notify google in writing within thirty (30) days of any such payment;
failure to so notify google shall result in the waiver by you of any claim
relating to any such disputed payment. payment shall be calculated solely based
on records maintained by google. no other measurements or statistics of any
kind shall be accepted by google or have any effect under this agreement. the
payments made under this agreement are for use by you only and may not be transferred
or in any manner passed on to any third party (i.e., distributed to properties
managed by you that require separate payments) unless expressly authorized in
writing by google (including by electronic mail). from time to time google may
be holding funds, payments and other amounts due to you in connection with the
adsense program. you acknowledge and agree that google may, without further
notice to you, contribute to a charitable organization selected by google all
funds, payments and other amounts related to the adsense program that are held
by google and that are due to you (if any), but which google is unable to pay
or deliver to you because your account is inactive (as defined below).
"inactive" means that, based on google’s records: (a) for a period of
two (2) years or more you have not logged into your account or accepted funds,
payments or other amounts that google has attempted to pay or deliver to you,
and (b) google has been unable to reach you, or has not received adequate
payment instructions from you, after contacting you at the address shown in
google’s records.