12. publicity. you
agree that google may use your name and logo in presentations, marketing
materials, customer lists, financial reports, web site listings of customers,
search results pages, and referral pages. if you wish to use google's trade
names, trademarks, service marks, logos, domain names, and other distinctive
brand features ("brand features"), you may do so, so long as
such use is in compliance with this agreement and in compliance with google's
then current brand feature use guidelines, and any content contained or
referenced therein, which guidelines may be found at the following url: http://www.google.com/permissions/guidelines.html (or
such other url google may provide from time to time).
13. representations
and warranties. you represent and warrant that (a) all of the information
provided by you to google to enroll in the program is correct and current; (b)
you are the owner of each property or you are legally authorized to act on
behalf of the owner of such property(ies) for the purposes of this agreement
and the program; (c) you have all necessary right, power, and authority to
enter into this agreement and to perform the acts required of you hereunder;
and (d) you have complied and will continue to comply with all applicable laws,
statutes, ordinances, and regulations (including without limitation the
can-spam act of 2003 and any relevant data protection or privacy laws) in your
performance of any acts hereunder. in addition, to the extent that your site is
a media player (1) you represent and warrant that you have a valid license to
use and distribute such media player (including all content therein, including
without limitation any ads or ad units) for the purposes of this agreement and
the program; and (2) you shall ensure that any media player(s) that constitute
the site shall comply with the terms and conditions set forth herein. you
further represent and warrant that each property and any material displayed
therein: (i) comply with all applicable laws, statutes, ordinances, and
regulations; (ii) do not breach and have not breached any duty toward or rights
of any person or entity including, without limitation, rights of intellectual
property, publicity or privacy, or rights or duties under consumer protection,
product liability, tort, or contract theories; and (iii) are not pornographic,
hate-related or otherwise violent in content.
14. your
obligation to indemnify. you agree to indemnify, defend and hold google,
its agents, affiliates, subsidiaries, directors, officers, employees, and
applicable third parties (e.g. relevant advertisers, syndication partners,
licensors, licensees, consultants and contractors) (collectively "indemnified
person(s)") harmless from and against any and all third party claims,
liability, loss, and expense (including damage awards, settlement amounts, and
reasonable legal fees), brought against any indemnified person(s), arising out
of, related to or which may arise from your use of the program, the property(ies),
and/or your breach of any term of this agreement.
15. google
rights. you acknowledge that google owns all right, title and interest,
including without limitation all intellectual property rights (as defined
below), in and to the program (including google's ad serving technology, search
technology, referral technology, and brand features, including implied
licenses, and excluding items licensed by google from third parties and
excluding any third party media player that may comprise the property), and
that you will not acquire any right, title, or interest in or to the program
except as expressly set forth in this agreement. you will not modify, adapt,
translate, prepare derivative works from, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code from any google
services, software, or documentation, or create or attempt to create a
substitute or similar service or product through use of or access to the
program or proprietary information related thereto. you will not remove,
obscure, or alter google's copyright notice, brand features, or other
proprietary rights notices affixed to or contained within any google services,
software, or documentation (including without limitation the display of
google’s brand features with ads, links, search boxes,