CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY ELECTRONICALLY SIGNING THE SIGNATURE BLOCK BELOW, YOU ARE ACCEPTING THESE YCP TERMS FOR YOURSELF AS AN INDIVIDUAL.

Thank you for your interest in the YouTube Certification Program. The YCP (as defined below) are provided to you by Google LLC (referred to as "Google"). This YouTube Certification Program Terms of Service ("YCP Terms") is a legal document Company must comply with at all times when accessing, using or participating in, the YouTube Certification Program.

YouTube Certification Program Terms and Conditions for Individuals

  1. Definitions.

    "Exam" means the exam provided by Google in connection with the YouTube Certification Program that is required for the certification described herein.

    "Individual" or "You" means the undersigned person who applies for participation in the YouTube Certification Program.

    "YCP" means the YouTube Certification Program which certifies professionals (at the individual and at the corporate level) who work with the YouTube creator community.

    “YCP Letter of Completion” means the letter of completion provided to You by Google upon Your successful completion of the Exam, provided you otherwise meet the YCP Criteria.

    "YCP Terms" means these terms and conditions (including, without limitation, all terms, guidelines and policies referenced herein) which govern an individual's participation in YCP.

  2. YCP Status.
    1. To obtain status as an individually qualified "YouTube Certified" person within YCP ("YCP Status"), You must:
      1. Complete all required training program(s), take and pass the required Exam(s), stay current on Your YCP Status by re-taking and passing the required training program(s) and Exam(s) every 18 months;
      2. Meet any additional requirements published by Google; and
      3. Accept and comply with these YCP Terms (subsections (a) through (c) above collectively, the “YCP Criteria”).
    2. Having valid YCP Status allows You to:
      1. advertise the fact that You are individually “YouTube Certified” in the specific area(s) in which You have been qualified, as described on Your YCP Certificate.
  3. Recertification

    Prior to the expiration of Your YCP Status, You may be eligible for recertification (“Recertification”). As part of Recertification, Your application and contact information may be shared with a third party vendor in accordance with the Google Privacy Policy for the purposes of processing Your Recertification, which may include a reminder from the third party vendor to renew Your YTC Status. Please review Your Recertification application and update relevant information, as necessary.

  4. YCP Beta Features

    You acknowledge and agree that YCP is (i) in “beta” (including any existing and new features that Google may make available from time to time) and it is provided on an “as is” basis without warranties of any kind, and (ii) an optional program that You choose to participate in at its own discretion. Google may suspend or terminate YCP (in part or in its entirety) at any time upon publishing a notice. You agree to be contacted via email to notify You of trial or beta features. Beta features are provided "as is.” Google may suspend or terminate any beta features at any time.

  5. Brand Features and Use of Achievement by Individuals with Valid YCP Status.
    1. You will not use any trade names, trademarks, logos and other distinctive brand features of Google, the YCP Certification, the Achievement, or any other designation (collectively, “Google Brand Features”) in connection with YCP, unless expressly authorized by Google. However, if You have a valid YCP Status, Google grants You a non-exclusive, revocable, non-transferable and non-sublicensable license to use the Achievement on Your website and in Your marketing materials subject to compliance with: (i) these YCP Terms, and (ii) the brand use guidelines at https://www.google.com/permissions/trademark/brand-terms.html which may be updated or supplemented by Google from time to time at URL(s) that will be made available to You by Google (together, the "Brand Guidelines").
    2. You can use the Achievement from the day You are issued a Achievement via email by Google. You must immediately stop all use of the Achievement (including deleting the Achievement from all online sources and withdrawing collateral which includes the Achievement) if: (i) Google withdraws Your YCP Status; (ii) You enter into an agreement with Google which is incompatible with these YCP Terms or which explicitly supersedes these YCP Terms; or (iv) Google suspends or terminates YCP (in part or its entirety).
    3. All goodwill arising from the use of any Google Brand Features by You belong to Google.
  6. Confidential Information.

    All data, information, materials and other content provided to You by Google or its authorized agent in connection with the YCP, including, but not limited to, all course and exam materials and content (including intellectual property therein), are Google’s property and Google’s confidential information (“Confidential Information”). Any disclosure of Confidential Information is a breach of the YCP Terms and could compromise the integrity and security of the YCP. You are expressly prohibited from disclosing, publishing, reproducing, copying, selling, posting, downloading or transmitting any Confidential Information, in whole or in part, in any form or by any means, oral or written, electronic or mechanical, for any purpose, without Google’s prior written permission.

  7. Prohibited Practices.
    1. You agree to fully comply with the YCP Terms at all times and shall not engage in any practices, omissions or behavior prohibited by the YCP Terms (“Prohibited Practices”), including, without limitation:
      1. engaging in, enabling or encouraging its employees to engage in, unclear, deceptive, fraudulent, improper or harassing acts or omissions;
      2. misrepresenting Your relationship with Google and/or YouTube, including, without limitation, stating, suggesting, or implying that You are partners with, or endorsed by, Google and/or YouTube;
      3. misrepresenting the scope of YCP Status, including, but not limited to, the distinction between individual and company certification, and the specific sub-area of the certification;
      4. making improper guarantees or promises to anyone about any Google properties, products and services;
      5. improperly using Google, YouTube and YCP marketing or sales material;
      6. disclosing Confidential Information in breach of the YCP Terms;
      7. violating, or inducing or encouraging others to violate, the YouTube Terms of Service (www.youtube.com/t/terms), YouTube API Terms of Service (https://developers.google.com/youtube/terms) or any other Terms of Service or Privacy Policy for any other Google product or service;
      8. interfere or attempt to interfere in any manner with the proper workings of YCP;
      9. sell, lease, lend, convey, re-distribute, sublicense to any one all or any portion of YCP including YCP application, recertification, Exam, and any Google Brand Features relating to YCP; or
      10. modify, replace or otherwise disable the functioning of links to YCP, modify or replace Google Brand Features or any material provided by Google relating to YCP.
    2. If Google considers that You have engaged in Prohibited Practices, Google may, in addition to any other rights or remedies set out in these YCP Terms, immediately terminate Your YCP Status.
  8. Withdrawal of YCP Status.
    1. Your YCP Status may be withdrawn by You with 30 days prior written notice to Google.
    2. Google may withdraw Your YCP Status at any time. Your YTC Status may be withdrawn by Google for reasons which may include, without limitation, that You:
      1. stop fulfilling the YCP Criteria;
      2. interact fraudulently with YCP, including by asking any third party to take an Exam using your identity;
      3. allow Your YCP Status to expire without renewing it by the date specified on Your YCP Letter of Completion; or
      4. breach any of these YCP Terms.
    3. If Your YCP Status is withdrawn:
      1. Google may withdraw any of the benefits set out in these YCP Terms, for example it may:
        1. exclude You from any YCP related product which lists YouTube Qualified Individuals (if any).
      2. You shall immediately:
        1. Stop using the Achievement (which includes deleting the Achievement from all online sources and withdrawing collateral which includes the Achievement);
        2. Stop describing Yourself, verbally or in writing, as YouTube Certified;
  9. Exclusion of Warranties.

    To the fullest extent permitted by law, Google makes no warranties or representations with respect to YCP, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Google does not represent or warrant to Company that its participation in YCP, or use of Google services related to YCP, will be uninterrupted, timely, secure, or free from error. Google does not warrant the results of use of, or participation in, YCP.

  10. Limitations of Liability
    1. Nothing in the YCP Terms will exclude or limit Google's liability for losses which may not be lawfully excluded or limited by applicable law.
    2. Subject to overall provision in Section 11(a) above, Google is not and will not be liable to You for:
      1. any indirect or consequential losses which may be incurred by You. This includes any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by You;
      2. any loss or damage which may be incurred by You as a result of:
        1. any change which Google may make to YCP or features made accessible to You through YCP, or for any permanent or temporary cessation in the provision of either;
        2. Your failure to provide Google with accurate information;
        3. Your failure to keep any password or account details secure and confidential;
        4. any Prohibited Acts committed by You; and,
        5. any breach by You of the YCP Terms.
  11. Representations and Warranties
    1. You represent that you are of legal age in your country and able to enter into a binding agreement.
  12. Miscellaneous
    1. Governing Law and Jurisdiction; Injunctive Relief. The YCP Terms, and Your relationship with Google under the YCP Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the YCP Terms. Notwithstanding this, You agree that Google will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
    2. These YCP Terms or any additional terms that apply to YCP may be modified by Google at any time to, for example, reflect changes to the law or changes to our Services. The parties agree that such modification shall be binding on both parties if made by Google in writing (including by Google sending an e-mail or by Google posting a message on a webpage accessible from the YCP Directory). If You do not agree to the modified YCP Terms or any additional terms that apply to YCP, You should discontinue Your participation in YCP (including, but not limited to, the continued use of the Achievement). Google may in its sole discretion disable or delete YCP or any account within it.
    3. The failure to require performance of any provision will not affect a party's right to require performance at any time. Failure to enforce any provision will not constitute a waiver.
    4. The invalidity, illegality or unenforceability of any provision of the YCP Terms shall not affect or impact the continuation in force of the remainder of the YCP Terms.
    5. You agree to comply with all applicable laws and regulations.
    6. Any translation of the English language, Californian law YCP Terms (the "Original Terms") is provided for convenience only and You agree that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.
    7. You authorize Google to send notices associated with YCP via email to the email address provided by You in connection with YCP.

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY ELECTRONICALLY SIGNING THE SIGNATURE BLOCK BELOW, YOU ARE ACCEPTING THESE YCP TERMS EITHER (I) FOR YOURSELF AS AN INDIVIDUAL, OR (II) ON BEHALF OF YOUR EMPLOYER OR COMPANY AS IDENTIFIED IN THE “COMPANY” FIELD BELOW. IF YOU ENTER A COMPANY NAME IN THE “COMPANY” FIELD BELOW, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT COMPANY TO THESE YCP TERMS, (B) YOU HAVE READ AND UNDERSTAND THESE YCP TERMS, AND (C) YOU AGREE TO ALL TERMS AND CONDITIONS OF THESE YCP TERMS ON BEHALF OF COMPANY WHICH YOU REPRESENT.

Thank you for your interest in the YouTube Certification Program. The YCP (as defined below) are provided to you by Google LLC (referred to as "Google"). This YouTube Certification Program Terms of Service ("YCP Terms") is a legal document Company must comply with at all times when accessing, using or participating in, the YouTube Certification Program.

YouTube Certification Program Terms and Conditions for Companies

  1. Definitions.

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

    “Agreement” means YouTube Terms of Service including the Community Guidelines (currently at https://www.youtube.com/t/terms), these YCP Terms, Brand Guidelines, the YCP Code of Conduct (each set of terms incorporated by reference), YCP Achievement Use Guidelines set forth in Exhibit 1 below, and any additional terms and policies that apply to YCP.

    “Brand Guidelines” means the brand use guidelines set forth in Exhibit 1 below and available at https://www.google.com/permissions/trademark/brand-terms.html, which may be updated from time to time.

    "Company" means the undersigned organization (whether incorporated or not) which, for business purposes, applies for participation in the YouTube Certification Program. Company includes its employees.

    "Exam" means the required exam(s) provided by Google in connection with the YouTube Certification Program taken by employees of Company.

    "Individual" means Company employee who applies for participation in the YouTube Certification Program.

    "YCP" means the YouTube Certification Program under which Google certifies users (at the individual and at the corporate level) who work with the YouTube creator community.

    “YCP Letter of Completion” means the letter of completion provided to Individual by Google upon Individual’s successful completion of the Exam.

  2. The Agreement.
    1. Compliance with the Agreement. Before accessing, using, or participating in, YCP, please read the documents comprising the Agreement carefully and make sure to understand them. Company and Individual must comply with the Agreement at all times. If Company or Individual disagrees with any aspect of the Agreement, Company and Individual do not have Google’s permission to, and Company and Individual must not, access, participate in, or use, any aspect of YCP.
    2. Modification of the Agreement. Google may modify the YCP Terms or any of the other documents comprising the Agreement at any time. Google will provide notice of changes to these YCP Terms by posting the changes at https://creatoracademy.youtube.com/page/certified-tos (or any successor URL), emailing the email address Company provided to Google, or otherwise notifying Company. Company or Individual’s continued access to, participation in, or use of, YCP, after the changes to the Agreement takes effect, will be deemed agreement to, and acceptance of, such changes. If Company does not agree to any changes to the Agreement or any additional terms that apply to YCP, Company must terminate its access to, participation in, or use of, YCP (including, but not limited to, discontinuing its use of the Company YTC Achievement and withdrawing its YTC status) and notify Google.
    3. Precedence. If there is any contradiction between these YCP Terms and other documents comprising the Agreement in connection with YCP, then these YCP Terms will take precedence.
    4. Compliance with Laws. Company will, and Company will require its employees, agents and subcontractors to, (i) comply with all applicable laws, rules, and regulations, and (ii) not access or use any aspects of YCP (including Google Brand Features) in a manner that violates such laws, rules, and regulations, or in a manner that is deceptive, unethical, false, or misleading.
  3. Valid YTC Status For Companies.
    1. To obtain and maintain a valid "YouTube Certified” status at the company level (“Company YTC Status”), Company must:
      1. be a managed partner;
      2. have the greater of: (i) at least three (3) employees who have valid YCP Letters of Completion; or (ii) at least 75% of its employees have valid YCP Letters of Completion at all times;
      3. provide and update information requested by Google including its contact information;
      4. comply with the Agreement; and
      5. meet any additional criteria required by Google which is subject to change from time to time; (subsections (a) through (c) above collectively, the “Company Eligibility Criteria”).
    2. If Company has a valid Company YTC Status, Company may:
      1. have a publicly accessible page that contains information about Company and its participation in YTC ("Profile Page") within an online directory of YouTube Certified entities hosted by Google;
      2. advertise that Company is “YouTube Certified” in the specific area(s) in which it has qualified;
      3. include on Company’s website a link to Company’s Profile Page; and
      4. display a YCP logo graphic issued by Google to Company (the “Company YTC Achievement”) only in accordance with these YCP Terms.
    3. Company YTC Status is valid for 18 months from the date Company obtains Company YTC Status, and Company YTC Status must be recertified every 18 months (“Recertification”) via an application process. Company YTC Status will expire if it is not Re-certified within the permitted time. As part of Recertification, Company’s application and contact information may be shared with a third party vendor for purposes of processing Company’s Recertification, which may include a reminder from the third party vendor to renew its Company YTC Status. Please review Company Recertification application and update relevant information, as necessary.
  4. Exam.
    1. Taking the Exam. Once you receive the Exam invitation, you will have two attempts to take the Exam. Your Exam eligibility will expire one year from the date you receive your initial Exam invitation. If you pass the Exam, your YCP Letter of Completion will be granted immediately. To the extent permitted by applicable law, we do not share answers or any information related to result of the Exam in order to protect the integrity of the Exam.
    2. Exam Anomalies. If Google discovers an anomaly with your Exam results, you will: (i) not be certified for the Exam, (ii) be permanently barred from re-taking the Exam, or taking any other Google exams; and (iii) Google, in its sole discretion, may choose to terminate your YouTube account.
    3. Failing and Retaking the Exam. If you do not pass the Exam on the first attempt, you will automatically be granted one additional Exam attempt. Please note that should you fail the Exam twice, you will be locked from the Exam for 24 hours.
    4. Staying Current. In order to stay current with YCP Certificate, you are required to retake the Exam every 18 months. The Exam may be retaken no earlier than 30 calendar days prior to your 18-month renewal date, or up to 60 calendar days after your 18-month renewal date. Additional education may be required. You will be notified of any educational requirements from yt-partner-cert@google.com (or any other URL provided by Google from time to time).
  5. Profile Page for Companies with Valid Company YTC Status.
    1. Company authorizes Google to include in Profile Page: (i) information that Company provided in its Profile Page; (ii) reviews and ratings of Company’s performance provided by the public; and (iii) other information requested by Google from time to time.
    2. Company agrees that Google may make, and keep, the Profile Page public.
    3. If Company's Profile Page is withdrawn by either Company or Google (for example, withdrawn by Company because it ceases its participation in YCP or by Google for Company’s non-compliance with Company Eligibility Criteria), then Company agrees to immediately:
      1. delete and disable all links that may have been created to the Profile Page;
      2. stop using the Company YTC Achievement;
      3. cease making any association (actual or implied) with the YCP; and
      4. comply with any other actions or omissions required by Google to disassociate with YCP
  6. Brand Features and Use of Company YTC Achievement.
    1. Company will not use any trade names, trademarks, logos and other distinctive brand features of Google, the Company YTC Achievement, or other YCP designations (collectively, “Google Brand Features”), unless expressly authorized by Google. However, if Company has and maintains a valid Company YTC Status, Google grants Company a non-exclusive, revocable, non-transferable and non-sublicensable license to use the Company YTC Achievement on Company's website and in Company's marketing materials subject to its compliance with this Agreement including the Brand Guidelines.
    2. Company with a valid Company YTC Status can use the Company YTC Achievement from the day Company is issued one via email by Google. Company must immediately stop all use of Google Brand Features including the Company YTC Achievement (including deleting the Company YTC Achievement from all online sources and withdrawing collateral that includes the Company YTC Achievement) if:
      1. Company’s participation in YTC is suspended or terminated;
      2. Company's Profile Page ceases to be public;
      3. Company enters into a separate written agreement with Google that specifically prohibits Company from using the Company YTC Achievement;
      4. Google suspends or terminates YCP (in part or its entirety) as applied to any participant, category of participants, or all participants.
    3. All goodwill arising from the use of any Google Brand Features by Company (including by its employees as permitted by Google) belongs to Google.
  7. Data Collection / Privacy

    Google may collect personally identifying information, including, but not limited to, name, address, email address, company, and title, in accordance with the Google Privacy Policy for the purposes of administering the YCP and Exam.

  8. Confidential Information.

    All data, information, materials and other content provided to Company (including its employees) by Google and its affiliates, business partners, contractors and agents (“Additional Parties”) in connection with the YCP, including, but not limited to, all course and exam materials and content (including intellectual property therein), are Google’s property and Google’s confidential information (“Confidential Information”). Any disclosure of Confidential Information is a breach of the YCP Terms and could compromise the integrity and security of the YCP. Company is expressly prohibited from disclosing, publishing, reproducing, copying, selling, posting, downloading or transmitting any Confidential Information, in whole or in part, in any form or by any means, oral or written, electronic or mechanical, for any purpose, without Google’s prior written permission.

  9. Publicity; Communication.
    1. For the duration of the Agreement, Company agrees that Google may use Company or its product names and/or logos in presentations, marketing materials, participant lists, websites, research and marketing case studies and other marketing related activities. Company grants to Google a non-exclusive, royalty-free, worldwide license to display names and logos of Company and its products for the above purpose.
    2. Company may not issue any public announcement regarding Company’s participation in YCP which suggests partnership with Google, or endorsement by Google, without Google’s prior review and written approval.
    3. Company agrees that Google may use information relating to Company’s participation in YCP including, without limitation, Company YTC Status and information submitted by Company to Google, and share them with Google’s Additional Parties including third party service providers and platforms (such as sharing Company YTC Status with a third party employment networking platform for display on Company’s page on that platform).
    4. By participating in YCP, Company consents to receiving communications from Google and Additional Parties relating to YCP and other Google related services and products including information about Re-certification and marketing communications such as newsletters about YouTube features and content, special offers, invitation to programs and events, promotional announcements, and customer surveys, to Company’s registered email address or other methods. If Company no longer wants to receive marketing communications, simply opt-out via the link contained within the email. Please review our Privacy Policy (https://www.google.com/intl/en/policies/privacy/) for further details.
  10. Prohibited Practices.
    1. Company and Company’s agents or subcontractors must not, and must not encourage, enable or require others to, among other things:
      1. engage in, unclear, deceptive, fraudulent, improper or harassing acts or omissions;
      2. misrepresent Company’s relationship with Google and Additional Parties, including, without limitation, stating, suggesting, or implying that Company (including its employees) is a partner of, or is endorsed by, Google and Additional Parties;
      3. misrepresent the validity of, or scope of, Company YTC Status or Company’s participation in YCP, including, but not limited to, the distinction between individual and company certification, and any specific sub-area of the certification;
      4. make improper guarantees or promises to anyone about any Google properties, products and services;
      5. improperly use Google Brand Features or any Google marketing or sales material (including YCP materials);
      6. disclose Confidential Information in breach of the Agreement;
      7. violate any applicable terms and policies, including, but not limited to, the Agreement, YouTube API Services Terms of Service (https://developers.google.com/youtube/terms) or any other applicable terms of service or Privacy Policy for any other Google product or service;
      8. interfere or attempt to interfere in any manner with the proper workings of any aspects of YCP;
      9. sell, lease, lend, convey, re-distribute, sublicense all or any portion of YCP including YCP application, recertification, YTC Status, and any Google Brand Features relating to YCP; or
      10. modify, replace or otherwise disable the functioning of links to YCP, modify or replace Google Brand Features or any material provided by Google relating to YCP without Google’s prior written approval.
    2. If Google considers that Company has engaged in Prohibited Practices, Google may in addition to any other rights or remedies set out in these YCP Terms, immediately terminate Company YTC Status, terminate YCP Letters of Completion of its employees and/or replace Company's Profile Page with a page stating that Company is no longer part of the YCP.
  11. Exclusion of Warranties.
    1. Company understands and agrees that YCP is
      1. in “beta” (including any existing and new features that Google may make available from time to time) and it is provided on an “as is” and “as available” basis without warranties of any kind; and
      2. Company’s participation in, access to, and use of YCP is optional and is at Company’s sole risk and discretion. Google may suspend or terminate YCP (in part or in its entirety) as applied to a participant, category of participants, or all participants at any time with notice.
    2. To the fullest extent permitted by law, Google makes no warranties or representations with respect to any aspects of YCP, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Google does not represent or warrant to Company and its agents or subcontractors that Company’s participation in YCP, or use of Google services in connection with YCP, will be uninterrupted, timely, secure, or free from error. Google does not warrant the results of use of, or participation in, YCP.
    3. Google websites, applications and other services relating to YCP may contain links to third party websites and online services that are not owned or controlled by Google. Google has no control over, and assumes no responsibility for, such websites and online services. Please read the terms and conditions and privacy policy of each third-party website and online service that is visited.
  12. Limitations of Liability.
    1. Limitations.
      1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE, ITS AFFILIATES AND ADDITIONAL PARTIES ARE NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
      2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE, ITS AFFILIATES AND ADDITIONAL PARTIES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE WHETHER OR NOT GOOGLE, ITS AFFILIATES AND ADDITIONAL PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE’S TOTAL AGGREGATE LIABILITY UNDER OR ARISING OUT OF THE AGREEMENT IS LIMITED TO THE AMOUNT PAID BY COMPANY TO GOOGLE TO ACCESS, USE OR PARTICIPATE IN, YCP FOR THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR US$1,000.00, WHICHEVER IS HIGHER. IN ALL CASES, TO THE EXTENT PERMITTED BY LAW, GOOGLE, ITS AFFILIATES AND ADDITIONAL PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
    2. Additional Limitations.
      1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE, ITS AFFILIATES AND ADDITIONAL PARTIES ARE NOT LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM:
        1. PROVIDING, REMOVING, MODIFYING, SUSPENDING OR TERMINATING ANY OR ALL ASPECTS OF YCP (INCLUDING FEATURES, FUNCTIONS, SUPPORT FOR YCP (IF ANY)), OR THE AGREEMENT (IN WHOLE OR IN PART), WITH RESPECT TO ANY SPECIFIC YCP PARTICIPANT, CATEGORY OF YCP PARTICIPANTS, OR ALL YCP PARTICIPANTS; OR
        2. CONTENT SUBMITTED TO GOOGLE WEBSITES, APPLICATIONS, SERVICES AND PRODUCTS BY USERS OR OTHER THIRD PARTIES, OR FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY SUCH PERSONS OR ENTITIES.
  13. Indemnification.
    1. Company will indemnify, defend (at Google’s option) and hold Google and Google’s Additional Parties harmless against any claim, costs, losses, damages, liabilities, judgments, fees (including reasonable fees of attorneys and other professionals), and expenses arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of:
      1. access to, any use of, or participation in, YCP by Company, its employees and Company’s agents or subcontractors;
      2. actual or alleged violation of the Agreement (or any portion thereof) by Company, its employees and Company’s agents or subcontractors, including actual or alleged infringement of any third-party right (including any intellectual property or other proprietary right, confidentiality, privacy right, or right of publicity) by Company, its employees and Company’s agents or subcontractors; or
      3. any content, data, technology or materials provided or contributed by, or through, Company, its employees and Company’s agents or subcontractors, and not by Google and Google’s Additional Parties.
    2. Google may, at its sole discretion, elect for Company to assume control of the defense of the Claim for which Company is required to indemnify Google and Google’s Additional Parties under this Section 12. If the defense or settlement is assumed by Company, Google may at any time thereafter elect to appoint its own counsel (at its own expense); or Google may take over control of the defense and settlement of such Claim. Company will not settle any Claim without Google’s prior written consent. Both parties will provide reasonable assistance to the other as may be required in order to defend any relevant Claim.
  14. Termination.
    1. Company may terminate its participation in YCP at any time with 30 days prior written notice to Google.
    2. Google may suspend or terminate access to, or use of, any aspects of YCP by Company and those acting on Company’s behalf, and withdraw Company YTC Status, at any time for Company’s breach of the Agreement or for Company’s termination of its participation in YTC. Although Google will try to give you reasonable notice, Google has no obligation to do so.
    3. Upon suspension or termination of Company’s participation in YCP:
      1. Google may immediately remove benefits provided to Company (and its employees) including, but not limited to:
        1. removing Company's Profile Page;
        2. revoking Company YTC Achievement and YCP Letters of Completion;
        3. blocking Company’s access to any resources relating to YCP; and
        4. excluding Company from any materials (including marketing materials) that reference Company and its employees (including those that list Company as a YouTube Certified participant).
      2. Company will immediately:
        1. stop using Google Brand Features including the Company YTC Achievement, Google badge issued to Company employees who are YCP Certified and any other designations permitted by Google (which includes deleting any of them from all sources (including online sources) and withdrawing or correcting all collateral that features any of them);
      3. stop describing Company including its employees, verbally or in writing, online or offline, as YouTube Certified;
      4. delete and disable any links that link (directly or indirectly) to the Profile Page or any other materials that represent Company and its employees as YouTube Certified or as participants of YCP; and
      5. comply with any other actions that Google may require to properly represent the termination of Company’s participation in YCP.
    4. No Obligation to Provide. Google is under no obligation to provide YCP. It is solely Company’s responsibility at all times to be prepared to conduct its business without access to any aspect of YCP.
    5. Survival. The following Sections of these YCP Terms will continue to apply indefinitely even upon any termination or expiration of the Agreement as applied to any specific YCP participant, category of YCP participants, or all YCP participants at any time: 1 (Definitions), 2.1, 2.3 and 2.4 (The Agreement), 10 (Prohibited Practices), 7 (Data Collection; Privacy) to the extent applicable data is in the process of deletion upon termination or expiration of the Agreement, 5 (Profile Page for Companies with Valid Company YTC Status), 9 (Publicity), 8 (Confidentiality), 11 (Exclusion of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Termination), and 15 (Miscellaneous).
  15. Miscellaneous.
    1. Entire Agreement. The Agreement controls the relationship between Company and Google and constitutes the entire agreement between such parties with respect to the subject matter hereof.
    2. Third-Party Beneficiary. Any entity that directly or indirectly controls, is controlled by, or is under common control with, Google is a third-party beneficiary under the Agreement and is entitled to directly rely on and enforce any right or benefit provided to it under the Agreement. There are no other third-party beneficiaries under the Agreement.
    3. No Waiver. Google will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement. A waiver will be effective only if Google expressly states in writing signed by an authorized representative that Google is waiving a specified term of the Agreement.
    4. Severability. If it turns out that a particular provision of the Agreement is found to be not enforceable, that provision will be modified by the court of competent jurisdiction to the extent necessary to create an enforceable provision that reflects the parties' intention as closely as possible. If that is not possible, it will be deemed deleted and the rest of the Agreement will continue in force unaffected.
    5. Notices. All notices to Google must be in the English language, in writing, and sent to our corporate headquarters address listed on our website via first class or air mail or overnight courier, and are deemed given upon receipt.
    6. Assignment of the Agreement. Google may transfer or assign the Agreement, including any rights and licenses granted under it, to a third party, but Company may not.
    7. Relationship of the Parties. Company, its employees and Company’s agents or subcontractors are not Google’s legal partner or agent; the parties are independent contractors.
    8. Change of Control. If Company experiences a change of control (for example, through a stock purchase or sale, merger or other form of corporate transaction), Company will provide to Google a written notice detailing the change of control within 15 calendar days after the change of control by contacting Company’s YouTube Account Manager. YouTube will review the completed form and if it is not approved within 45 calendar days after the change of control, your project ID will automatically terminate.
    9. Google Approvals. Google may deny or grant any consents, approvals, or permissions that are expressly contemplated under the Agreement or otherwise requested by Company at our discretion.
    10. Governing Law and Jurisdiction; Injunctive Relief. The YCP Terms, and Company's relationship with Google under the YCP Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. Company and Google agree to submit to the exclusive jurisdiction of the courts located in the County of Santa Clara, California, USA, to resolve any legal matter arising from the YCP Terms. Notwithstanding this, Company agrees that Google will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
    11. Ownership. Google retains all rights in, title to, interest in, and ownership of (including all intellectual property rights (e.g., all patent, trademark, copyright, trade secret, and other proprietary rights) in and to YCP (including all data and materials relating to YCP). Except for the express licenses granted to Company in these YCP Terms, Google grants Company no other rights or licenses (whether express, implied, by virtue of estoppel or exhaustion, or otherwise) to any services, products or properties (including intellectual property rights) belonging to Google.
    12. Company agrees to comply with all applicable laws and regulations.
    13. Any translation of the English language YCP Terms (the "Original Terms") is provided for convenience only and Company agrees that in the event of a conflict between the translated version and the Original Terms, the Original Terms prevail.
    14. Company authorizes Google to send notices relating to YCP via email to the email address provided by Company in the YCP Directory or otherwise in connection with YCP.

Exhibit 1 - YCP Achievement Use Guidelines

How may I use my YouTube Certified Program Achievement?

The following guidelines provide guidance on how you can and cannot use the YouTube Certified Achievement if you are authorized under the YouTube Certified Program Terms and Conditions. This is not an exhaustive list of do’s and don’ts.

Allowed

  • Use the Achievement solely on business cards, letterhead stationery, resume, website, linked Google+ Pages, and marketing materials (but not in email) to indicate Company Status.
  • Resizing the Achievement to fit on marketing materials and/or websites as long as the aspect ratio of the Achievement is maintained.
  • If using the Achievement on a webpage, there must exist a minimum spacing that is no less than 1/2 the height of the Achievement between each side of the logo and other graphical or textual elements on the page. Also, the Achievement must appear by itself in a manner that does not in any way indicate to viewers of the page that Google endorses the products, services, or information provided on that webpage.
  • The Achievement needs to be linked to the applicable Profile Page.

Prohibited

  • Changing the aspect ratio or colors of the Achievement in any way.
  • Displaying the logo as the most prominent element on a webpage.
  • Displaying the logo in any manner that implies a relationship or affiliation with Google or sponsorship or endorsement by Google. It can't be used in a way that can be reasonably interpreted to suggest editorial content has been authored by or represents the views or opinions of Google or Google personnel.
  • Displaying the Achievement on a certified company website without clearly indicating the number of individuals who have valid, current certified status.
  • Displaying the Achievement on any product, book, emails or other materials (other than what was specified as acceptable in the guidelines above).
  • Displaying the Achievement on any website that contains or displays adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates applicable law or stated Google editorial policies.
  • Displaying the Achievement in a manner that is in Google's sole opinion misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Google.
  • Displaying the Achievement on a site that violates any law or regulation.
  • Framing or mirroring any Google page (including the page that appears in response to a click on the Google logo or Google search box).
  • Removing, distort, or alter any element of the Achievement.
  • Displaying the Achievement so it appears larger or more prominent than your name, product, or service name, trademark or service mark, logo, or trade or company name.
  • Including the Achievement in a trade or business name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks.
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