Version: 24 July 2023
By entering into an Order Form with Company for any of the Google Marketing Platform Analytics Services resold by Company (comprised of Analytics 360 (formerly known as Google Analytics Premium), Optimize 360, Surveys 360, and Tag Manager 360 to the extent such service(s) is resold by Company and selected in an Order Form, (such selected service(s) the “Analytics Service” and such Order Form the “Analytics Order Form”, as applicable), Client agrees to the following additional terms for the Analytics Service (these “Analytics Service Specific Terms”).
Unless otherwise noted, capitalised terms that are undefined in these Analytics Service Specific Terms have the meanings set forth in the Company Google Marketing Platform Services Terms and Conditions (the “Platform Terms” or “Platform Services Terms and Conditions”). To the extent that there is any conflict or inconsistency between an Analytics Service Specific Term and the Platform Terms, the following order of precedence will apply in respect of the Analytics Services: (1) the Analytics Order Form; (2) the Analytics Service Specific Terms; (3) the Platform Terms and (4) the Data Processing Addendum.
1 ANALYTICS SERVICE SPECIFIC DEFINITIONS.
Beta Test | means Client’s use of a Beta Feature(s) for the purpose of testing the usability and functionality of that Beta Feature(s). For purposes of clarification, (i) in no event will Client be obligated to participate in any Beta Test, and (ii) Client’s use of a Beta Feature for purposes other than testing the usability and functionality of that Beta Feature will not be deemed a Beta Test with respect to that Beta Feature. |
Client Data | means the following: (i) with respect to Analytics 360, the data collected through use of an OSCI and then processed by Analytics 360; (ii) with respect to Optimize 360, Client’s creative content or code for creative content that Client inputs into the Optimize 360 Service or has inputted on its behalf; (iii) with respect to Surveys 360, Survey Questions and Survey Response Data, and (iv) with respect to Tag Manager 360, data concerning the volume and frequency of Client’s code (e.g., HTML) or web beacons (e.g., pixel tag, clear GIF) served via a Tag Container. For the purposes of the Analytics Order Form, data derived from Client’s use of these Analytics Service Specific Terms, “Data” as defined in the Platform terms means Client Data. |
Company | means the legal entity or its Affiliates defined in the applicable Order Form. |
Data Processing Terms | Has the meaning given in Section 2(f) of these Analytics Service Specific Terms. |
Event | Means a base unit of measurement that is processed in Analytics 360 Service through a GA4 Property, which May include but is not limited to a page view, transaction, call to the Google Analytics system by an OSCI, screen view, custom event or other interactions with GA4 Properties capable of supporting multiple data streams. |
GA Property (or GA Properties) | means the collection of Google Analytics settings and information associated with the same Google Analytics Property ID to which Hits are sent from a Property or collection of Properties. |
Google Analytics 4 Property (or GA4 Property) | Means an Analytics 360 Property (formerly known as an ‘App + Web’ property) that uses an OSCI to send events to the Analytics Service through Client’s account. |
Hit | means a base unit of measurement that is sent to the Google Analytics or Analytics 360 Service for processing, which may include but is not limited to a page view, a transaction or a call to the Google Analytics system by an OSCI. |
Mobile SDK | means a mobile operating system software development kit (together with any fixes, updates and upgrades) made available by Google that developers may use in an application to send Hits or Enhanced Packets to the Analytics Service. For purposes of clarification, a Mobile SDK is an OSCI. |
OEP | means an “Optimize 360 Enabled Property”, which is a GA Property that is enabled for linking to the Optimize 360 Service. |
Optimize Container | means the code delivered through Optimize 360, through which Client may serve code required to deliver modified visitor experiences. |
OSCI | means an “Officially Supported Client Interface”, which is a mechanism made available by or supported by Google that can be used to send Hits and Enhanced Packets to the Analytics 360 Service. |
Platform Home | means the user interface in Google Marketing Platform through which Client can access certain platform-level functionality. |
Property | means any web page(s), application(s), or other property that (i) with respect to Analytics 360 and Optimize 360, uses an OSCI to send data to the Analytics Service through Client’s account and (ii) with respect to Tag Manager 360, any web page, application, or other property for which Client requests a Tag Container. Properties will be deemed Target Properties for purposes of the Analytics Service. For purposes of clarification, all applicable obligations relating to Target Properties under the Platform Terms will apply to Properties. |
Publisher | means a third party on whose web property or content Survey Questions may be placed. |
Report | means the resulting analysis shown at www.google.com/analytics (or any other URL Company and/or Google may provide from time to time). |
Roll-Up Hit or Roll-Up Event | means an event or Hit that is additionally processed by a Roll-Up Property and stored therein. |
Roll-Up Property | means an Analytics 360 account configuration setting by which Event or Hit level data, as applicable, from one or more Properties is additionally processed by Analytics 360 without an OSCI and stored together in accordance with such configuration. |
Sub-Property | Means an Analytics 360 account configuration setting by which Event-level data from one GA4 Property is additionally processed by Analytics 360 without an OSCI and stored in advance with such configuration. |
Sub-Property Events | Means an Event that is additionally processed by a Sub-Property and stored therein. |
Survey Questions | means all questions submitted by Client through the Surveys 360 Service. |
Survey Response Count | means the total number of completed surveys submitted by end users in response to Survey Questions. |
Survey Response Data | means data submitted by end users in response to Survey Questions. |
Tag Container | means the code delivered through Tag Manager 360, through which Client may serve multiple code (e.g., HTML) or web beacons (e.g., pixel tag, clear GIF) on one or more Properties. |
Universal Analytics Property or UA Property | Means an Analytics 360 Property (also known as a ‘Classic’ property) that uses an OSCI to send Hits to the Analytics Service through Client’s account. |
2 RIGHTS & OBLIGATIONS
a. Company grants to Client and Client Subcontractors the right to access and use the Analytics Service, subject to the terms and conditions of the Analytics Service Specific Terms, the Platform Terms, and the applicable Analytics Order Form.
b. Client is permitted to install, copy and use the OSCIs (if Client is purchasing Analytics 360) and Analytics Service solely on Client’s Properties, subject ot the terms and conditions of the Analytics Service Specific Terms, the Platform Terms and the appliable Analytics Order Form.
c. If Client’s Analytics Service account(s) (including accounts for any free versions of the Analytics Service) is linked to a Google Marketing Platform organisation, certain data from Client’s Analytics Service accounts and/or data related to or derived from Client’s use of the Platform Home may be shared within the Google Marketing Platform organisation, made accessible to any entity or personnel with access to the Google Marketing Platform organisation, and will be subject to applicable settings in the Platform Home. Notwithstanding Client’s data sharing settings within any of the Analytics Service accounts linked to such Google Marketing Platform organisation, Company and Google support representatives may have access to the Google Marketing Platform organisation and its data for the purpose of troubleshooting or servicing the Google Marketing Platform organisation.
d. Upon any termination or expiration of the Analytics Order Form (as applicable): (i) Each Property is subject to the applicable Downgrade Policies available at https://support.google.com/analytics/answer/9826983 (as modified from time to time) (“Downgrade Policies”) and may be subject to downgrade as outlined therein, (ii) the deletion terms in the Data Processing terms will apply to the relevant Analytics Service Client data to the extent applicable, and (iii) Company will otherwise (1) delete Analytics Service Client Data if requested by Client through features made available by Company to Client or (2) render all Analytics Service Client Data externally inaccessible within a reasonable time period after receiving a written request from Client to do so. Continued Google Analytics, Optimize and Tag Manager service use is subject to the then-standard Google Analytics Terms of Service available at https://www.google.com/analytics/tos.html, the then-standard Optimize Terms of Service available at https://g.co/optimizetos, and the then-standard Google Tag Manager Terms of Service available at https://www.google.com/analytics/tag-manager/use-policy/, each as applicable, and for purposes of clarification, Client will not be permitted to export Analytics Service Client Data (except as the then-standard Google Analytics, Optimize and Google Tag Manager product, as applicable, permits). With respect to the Surveys 360 Service, Section 2(d)(iii)(2) above will only apply to the extent such Client Data has not been made public before termination or expiration of the Surveys 360 Order Form for Surveys 360 by Client.
e. Company will procure that Google use commercially reasonable efforts to ensure that the Analytic Service meets the service levels as set out at https://www.google.com/intl/en_us/ga360suite/sla-reseller.html (the “SLA”). The remedies set forth in the SLA is Client’s sole remedy for any and all unavailability of the GA 360 Services. For the sake of clarity, if there is an SLA violation, the only remedies available to Client are the remedies specified in the SLA, with no substitutions, according to the terms of the SLA.
f. Company and Client agree that provision and use of the Analytics Service (excluding Surveys 360) is subject to the Company Ads Data Processing Addendum at https://www.Company.biz/advertiser-dpa (the “Data Processing Terms”) and the parties will comply with the Data Processing Terms with respect to such Services. For clarity, Surveys 360 is not subject to the Data Processing Terms.
ANALYTICS 360
g. Client will not, and will not allow any third party to, use data labeled as belonging to a third party in the Analytics 360 Service for purposes other than generating, viewing, and downloading Reports.
h. Client’s use of the Analytics 360 Service hereunder is subject to the applicable Google Analytics Policies available at https://www.google.com/analytics/policies (as modified from time to time) (“GA Policies”).
i. If Client links a Property to Firebase projects (“Firebase Linkage“) as part of using the Service, the following terms, in addition to the other applicable terms which comprise of Client’s agreement for the Analytics Service, will also govern Client’s use of the Service, including with respect to Client’s use of Firebase Linkage. Other than as stated below, all other terms will stay the same and continue to apply to Client’s use of Analytics 360 Service. If Client links a Firebase Linkage (i) certain data from Client’s Property, including Client Data, may be made accessible within or to any other entity or personnel specified in the applicable Firebase settings, and (ii) that Property may have certain Service settings modified by authorised personnel specified in the applicable Firebase settings (notwithstanding the settings Client may have designated for that Property within the Analytics 360 Service). In the event of a conflict between this Section 2(i) and other sections, the terms in Section 2(i) will govern and control solely with respect to Client’s use of the Firebase Linkage.
j. If an Analytics 360 Property is downgraded in accordance with the Analytics Order Form, if applicable, or by Client, or at Client’s request, in each case, during the Term (and not in connection with any termination or expiration of the Analytics Order Form), the Downgrade Policies will apply and any use of such downgraded property is subject to the then-standard Company Analytics Terms of Service available at http://www.google.com/analytics/tos.html.
OPTIMIZE 360
k. Client may only link GA-OEP Properties to Client’s Optimize account if it has all necessary rights to such GA Properties and shared Google Analytics data and has all necessary rights to perform such linking.
l. For purposes of clarification, this Agreement only governs Client’s use of Optimize 360 on Client’s OEPs; Client’s use of the free Optimize Service on free Optimize properties will be governed by the standard Optimize Terms of Service available at https://g.co/optimizetos (or other URL as provided by Google).
SURVEYS 360
m. Client’s use of the Surveys 360 Service hereunder is subject to the applicable Google Surveys Policies available at https://support.google.com/surveys/answer/2375134 (as modified from time to time, “Google Surveys Policies”).
n. Client is solely responsible for the content of all Survey Questions. For the avoidance of doubt, Company (or its subcontractor Google) owns all rights, title and interest in the decision tools, formulae, metrics, ratings, scores, tracking methodologies and data provided by Company (or its subcontractor Google) to generate the reports and/or provide the Surveys 360 Services, including data generated pursuant to Section 4(a) of these Analytics Service Specific Terms. In addition to the rights granted in Section 4 of these Analytics Service Specific Terms, Client grants to Company and Google a perpetual, irrevocable, non-exclusive, worldwide, transferable, royalty free right to use, copy, modify, distribute and display Client Data not directly identifiable with Client and derivatives thereof for the improvement, provision and operation of the Surveys 360 Service, provided that Client Data directly identifiable with Client is not shared with any third parties without Client’s consent.
o. Notwithstanding anything to the contrary in the Agreement, (i) each Publisher has the right to enforce Company’s rights under Clause 12 (Indemnification) of the Platform Terms, as if such Publisher had been named with Company in that clause; and (ii) Client will indemnify Company, its Affiliates, directors, officers, employees and Publishers against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from Client’s breach of: (x) Section 2(n) of these Analytics Service Specific Terms; or (y) the Google Surveys Policies. Subject to Clause 13.1 of the Platform Terms, no limitations or exclusions of liability in the Platform Terms will apply to the indemnities in this paragraph.
TAG MANAGER 360
p. Client will not host the Tag Container on any domain other than the Tag Manager 360 domain without obtaining Google’s prior written consent by submitting a written request to Company.
q. Client represents and warrants that it has obtained all necessary rights to upload any non-Google tags and will comply with all terms and conditions relating to the use of all tags via Tag Manager 360.
r. Notwithstanding anything to the contrary in the agreement, Company (and its subcontractors, including Google) will not be liable for any claim or loss arising from or related to Client’s use of non-Google tags.
3 CONFIDENTIALITY
Notwithstanding Section 7 (Confidentiality) of the Platform Terms and subject to the provisos of Section 4 (Data) below and any applicable provisos of Section 2 (Rights & Obligations) above for a specific Service, Client Data is Confidential Information of Client.
4 DATA
As between Client and Company, Client owns all Client Data; provided that Company may, and may allow Google to, use and disclose such Client Data solely:
a. as aggregate Service statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify Client or any of its Clients or Target Properties,
b. to provide the Analytics Service and enforce its rights under this Agreement (it being understood and agreed that Client’s non-aggregated data will not be used or disclosed to any third party by Company or Google (except as otherwise expressly permitted by the Agreement) without Client’s written consent),
c. in accordance with the settings in Client’s account and the Platform Home, as applicable, and
d. if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Client and using reasonable endeavors to provide Client with the opportunity to seek a protective order or the equivalent (at Client’s expense)).
e. Company may, and may allow Google to, use and disclose such data, and all results and feedback from the Beta Test, in connection with the Analytics Service, provided that Company will not disclose such data, results or feedback to third parties in such a manner as would identify or reasonably be expected to identify Client or its Clients without Client’s prior written consent.
5 AFFILIATES
a. Client’s Affiliates may receive Services under the Agreement (i) by entering into an Affiliate Adopting Agreement (as defined below); or (ii) if Client uses the Services on behalf of its Affiliates (each an “Affiliate Customer”)
b. If Client’s Affiliate adopts the terms of an Order Form (which incorporate the Platform Terms and these terms by reference) by entering into an Affiliate Adopting Agreement, Client will provide a copy of this Agreement (including the applicable Order Form) to such Affiliate. “Affiliate Adopting Agreement” means a written agreement that incorporates the Agreement by reference and is entered into by Company (or an Affiliate of Company) and an Affiliate of Client, creating a direct relationship between them. Notwithstanding anything to the contrary in the Platform Terms (and subject to credit approval by Company), each Client Affiliate party to an Affiliate Adopting Agreement shall be subject to Company’s standard payment terms by country as displayed in the user interface for the relevant Analytics Service.
c. If Client uses the Services on behalf of an Affiliate (and such Affiliate is not an Affiliate that has entered into an Affiliate Adopting Agreement), Client will be liable for the acts and omissions of each such Affiliate in connection with Services provided under the Agreement (to the extent any such acts or omissions, if performed by Client, would be a breach of, or otherwise give rise to liability under, the Agreement) and Client will pay directly to Company all Service Fees and other costs for the Services incurred by such Affiliate. Each such Affiliate will be considered a Client Partner and the provisions in this Agreement regarding Client Partners will apply to each such Affiliate.
d. Notwithstanding the foregoing, if Client or a relevant Affiliate of Client has been notified in an assignment or similar notice that Google LLC or an Affiliate of Google LLC will be providing the Service, then such Google entity will be deemed to be the entity that provides such Service.
e. If there is a conflict between this Section 5 and any equivalent clause in the Analytics Order Form, this Section will prevail.
f. If an Affiliate of Client that is party to an Advertising Platform Agreement (or another substantially similar agreement) (the “APA”) with Company subsequently enters into an Affiliate Adopting Agreement to this Agreement, then, as of the “Adopting Effective Date” of that Affiliate Adopting Agreement, this Agreement will supersede that Affiliate’s APA and all order forms (or another substantially similar agreement), schedules, and statements of work to it (as applicable) with respect only to the Analytics Services (individually and/or collectively, as applicable).