UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

GOOGLE LLC, 

a limited liability company, and 

IHEARTMEDIA, INC., 

a corporation. 

FILE NO. 202-3092 

AGREEMENT WITH 

RESPONDENT GOOGLE LLC 

CONTAINING CONSENT 

ORDER 

The Federal Trade Commission (“Commission”) has conducted an investigation of certain 

acts and practices of Google LLC (“Proposed Respondent”). The Commission’s Bureau of 

Consumer Protection (“BCP”) has prepared a draft of an administrative Complaint (“draft 

Complaint”). BCP and Proposed Respondent, through its duly authorized officer, enter into this 

Agreement Containing Consent Order (“Consent Agreement”) to resolve the allegations in the 

attached draft Complaint through a proposed Decision and Order to present to the Commission, 

which is also attached and made a part of this Consent Agreement. 

IT IS HEREBY AGREED by and between Proposed Respondent and BCP, that: 

1. Proposed Respondent is a Delaware limited liability company with its principal office or 

place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043. 

2. Proposed Respondent neither admits nor denies any of the allegations in the Complaint, 

except as specifically stated in the Decision and Order. Only for purposes of this action, 

Proposed Respondent admits the facts necessary to establish jurisdiction. 

3. Proposed Respondent waives: 

a. Any further procedural steps; 

b. The requirement that the Commission’s Decision contain a statement of findings of fact 

and conclusions of law; and 

c. All rights to seek judicial review or otherwise to challenge or contest the validity of the 

Decision and Order issued pursuant to this Consent Agreement. 

4. This Consent Agreement will not become part of the public record of the proceeding unless 

and until it is accepted by the Commission. If the Commission accepts this Consent Agreement, 

it, together with the draft Complaint, will be placed on the public record for 30 days and 

information about them publicly released. Acceptance does not constitute final approval, but it 

serves as the basis for further actions leading to final disposition of the matter. Thereafter, the 

Commission may either withdraw its acceptance of this Consent Agreement and so notify 

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____________________________________ 

Proposed Respondent, in which event the Commission will take such action as it may consider 

appropriate, or issue and serve its Complaint (in such form as the circumstances may require) 

and decision in disposition of the proceeding, which may include an Order. See Section 2.34 of 

the Commission’s Rules, 16 C.F.R. § 2.34 (“Rule 2.34”). 

5. If this agreement is accepted by the Commission, and if such acceptance is not subsequently 

withdrawn by the Commission pursuant to Rule 2.34, the Commission may, without further 

notice to Proposed Respondent: (1) issue its Complaint corresponding in form and substance 

with the attached draft Complaint and its Decision and Order; and (2) make information about 

them public. Proposed Respondent agrees that service of the Order may be effected by its 

publication on the Commission’s website (ftc.gov), at which time the Order will become final. 

See Rule 2.32(d). Proposed Respondent waives any rights it may have to any other manner of 

service. See Rule 4.4. 

6. When final, the Decision and Order will have the same force and effect and may be altered, 

modified, or set aside in the same manner and within the same time provided by statute for other 

Commission orders. 

7. The Complaint may be used in construing the terms of the Decision and Order. No 

agreement, understanding, representation, or interpretation not contained in the Decision and 

Order or in this Consent Agreement may be used to vary or contradict the terms of the Decision 

and Order. 

8. Proposed Respondent agrees to comply with the terms of the proposed Decision and Order 

from the date that Proposed Respondent signs this Consent Agreement. Proposed Respondent 

understands that it may be liable for civil penalties and other relief for each violation of the 

Decision and Order after it becomes final. 

GOOGLE LLC FEDERAL TRADE COMMISSION 

By: ________________________________ By: ________________________________ 

Lee-Anne Mulholland, Vice-President, Karen Mandel 

Alphabet Regulatory Response, Laura Sullivan 

Investigations & Strategy Attorneys 

Bureau of Consumer Protection 

Date:____________________________ 

Lydia Parnes, Esq. 

Wilson Sonsini Goodrich & Rosati 

Attorney for Google LLC 

Date:____________________________ 

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____________________________________ 

____________________________________ 

APPROVED: 

Serena Viswanathan 

Associate Director 

Division of Advertising Practices 

Samuel Levine 

Director 

Bureau of Consumer Protection 

Date:____________________________ 

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202-3092 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Lina M. Khan, Chair 

Noah Joshua Phillips 

Rebecca Kelly Slaughter 

Christine S. Wilson 

Alvaro M. Bedoya 

In the Matter of 

DECISION AND ORDER 

GOOGLE LLC, AGAINST RESPONDENT 

a limited liability company, and GOOGLE LLC 

IHEARTMEDIA, INC., DOCKET NO. Ca corporation. 

DECISION 

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts and 

practices of the Respondent named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondent a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondent with violations of the Federal 

Trade Commission Act. 

Respondent and BCP thereafter executed an Agreement Containing Consent Order (“Consent 

Agreement”). The Consent Agreement includes: 1) statements by Respondent that it neither 

admits nor denies any of the allegations in the Complaint, except as specifically stated in this 

Decision and Order, and that only for purposes of this action, it admits the facts necessary to 

establish jurisdiction; and 2) waivers and other provisions as required by the Commission’s 

Rules. 

The Commission considered the matter and determined that it had reason to believe that 

Respondent has violated the Federal Trade Commission Act, and that a Complaint should issue 

stating its charges in that respect. The Commission accepted the executed Consent Agreement 

and placed it on the public record for a period of 30 days for the receipt and consideration of 

public comments. The Commission duly considered any comments received from interested 

persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further conformity with 

the procedure prescribed in Rule 2.34, the Commission issues its Complaint, makes the 

following Findings, and issues the following Order: 

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Findings 

1. Respondent Google LLC is a Delaware limited liability company with its principal office 

or place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over 

Respondent, and the proceeding is in the public interest. 

ORDER 

Definitions 

For purposes of this Order, the following definitions apply: 

A. “Respondent” means Google LLC, a limited liability company, and its successors and 

assigns; 

B. “Covered Product” means (i) any Respondent consumer electronic product; (ii) any 

Respondent operating system for handheld devices; and (iii) any Respondent 

operating system or consumer-facing feature when marketed as part of any consumer 

electronic product; 

C. “Endorser” means a person who provides an endorsement of any of Respondent’s 

products or services and has been paid by Respondent or who has any other 

relationship with Respondent that might affect the weight or credibility of the 

endorsement, including the receipt of free products or services. 

Provisions 

I. Prohibited Representations 

IT IS ORDERED that Respondent, and Respondent’s officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with the 

advertising, promotion, offering for sale, or sale of any Covered Product, must not make any 

misrepresentation, expressly or by implication: 

A. That an Endorser has owned or used the Covered Product; or 

B. About an Endorser’s experience with the Covered Product. 

II. Cooperation 

IT IS FURTHER ORDERED that Respondent must fully cooperate with representatives 

of the Commission in any investigation or case related to or associated with the transactions or 

the occurrences that are the subject of the Complaint. Respondent must provide truthful and 

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complete information, evidence, and testimony. Respondent must cause its officers, employees, 

representatives, or agents to appear for interviews, discovery, hearings, trials, and any other 

proceedings that a Commission representative may reasonably request upon 5 days written 

notice, or other reasonable notice, at such places and times as a Commission representative may 

designate, without the service of a subpoena. 

III. Acknowledgments of the Order 

IT IS FURTHER ORDERED that Respondent obtain acknowledgments of receipt of this 

Order: 

A. Respondent, within 10 days after the effective date of this Order, must submit to the 

Commission an acknowledgment of receipt of this Order sworn under penalty of perjury. 

B. For 10 years after the issuance date of this Order, Respondent must deliver a copy of this 

Order to: (1) all principals, officers, directors, and LLC managers and members; (2) all 

employees, agents, and representatives having managerial responsibilities for conduct 

related to the subject matter of the Order; and (3) any business entity resulting from any 

change in structure as set forth in the Provision titled Compliance Reports and Notices. 

Delivery must occur within 10 days after the effective date of this Order for current 

personnel. For all others, delivery must occur before they assume their responsibilities. 

C. From each individual or entity to which Respondent delivered a copy of this Order, 

Respondent must obtain, within 30 days, a signed and dated acknowledgment of receipt 

of this Order. 

IV. Compliance Reports and Notices 

IT IS FURTHER ORDERED that Respondent make timely submissions to the 

Commission: 

A. Two hundred seventy days after the issuance date of this Order, and each year thereafter, 

for 3 years, Respondent must submit a compliance report, sworn under penalty of perjury, 

in which it must: (a) identify the primary physical, postal, and email address and 

telephone number, as designated points of contact, which representatives of the 

Commission may use to communicate with Respondent; (b) identify all of Respondent’s 

businesses involved in the advertising, promotion, offering for sale, or sale of any 

Covered Product by all of their names, telephone numbers, and physical, postal, email, 

and Internet addresses; (c) describe the activities of each business, including the Covered 

Products offered, and the means of advertising, marketing, and sales, including, if 

through Endorsers, a description of how Endorsers are paid or any other material 

connection with Respondent; (d) describe in detail whether and how Respondent is in 

compliance with each Provision of this Order, including a discussion of all of the changes 

Respondent made to comply with the Order; and (e) provide a copy of each 

Acknowledgment of the Order obtained pursuant to this Order, unless previously 

submitted to the Commission. 

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B. For 10 years after the issuance date of this Order, Respondent must submit a compliance 

notice, sworn under penalty of perjury, within 14 days of any change in: (a) any 

designated point of contact; or (b) the structure of Respondent or any entity that 

Respondent has any ownership interest in or controls directly or indirectly that may affect 

compliance obligations arising under this Order, including: creation, merger, sale, or 

dissolution of the entity or any subsidiary, parent, or affiliate that engages in any acts or 

practices subject to this Order. 

C. Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against Respondent within 14 days of its filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature. 

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. The subject line must begin: In re Google LLC, C-[insert 

C docket number if known]. 

V. Recordkeeping 

IT IS FURTHER ORDERED that Respondent must create certain records for 10 years after 

the issuance date of the Order, and retain each such record for 5 years, unless otherwise specified 

below. Specifically, Respondent, for any business that Respondent is a majority owner or 

controls directly or indirectly, must create and retain the following records: 

A. Accounting records showing the revenues from all Covered Products sold; 

B. Personnel records showing, for each person providing services in relation to any aspect of 

the Order, whether as an employee or otherwise, that person’s: name; addresses; 

telephone numbers; job title or position; dates of service; and (if applicable) the reason 

for termination; 

C. Copies or records of all consumer or other complaints concerning the subject matter of 

this Order, whether received directly or indirectly, such as through a third party, and any 

response; 

D. All records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission; 

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E. Copies of all materials used by Respondent to train or otherwise educate any of its 

principals, officers, directors, managers, employees, agents, or representatives regarding 

Respondent’s policies with respect to endorsements subject to this Order; and records 

reflecting which individuals received such training, the date(s) that the individuals 

received such training, and an indication of which training was provided; and 

F. For any Endorser who is paid by or on behalf of Respondent for, or who is contractually 

obligated to provide, an endorsement subject to this Order: (a) records indicating the 

Endorser’s name and contact information used to communicate with the Endorser, or if 

Respondent and its agents and representatives did not communicate directly with the 

Endorser, then the name of the Endorser’s agent or representative and contact 

information used to communicate with that agent or representative; (b) records indicating 

whether Respondent or its agents or representatives provided the Endorser with the 

endorsed Covered Product; and (c) a copy of each unique endorsement by the Endorser. 

VI. Compliance Monitoring 

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondent’s compliance 

with this Order: 

A. Within 10 days of receipt of a written request from a representative of the Commission, 

Respondent must: submit additional compliance reports or other requested information, 

which must be sworn under penalty of perjury, and produce records for inspection and 

copying. 

B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with Respondent. Respondent must permit representatives of the 

Commission to interview anyone affiliated with Respondent who has agreed to such an 

interview. The interviewee may have counsel present. 

C. The Commission may use all other lawful means, including posing through its 

representatives as consumers, suppliers, or other individuals or entities, to Respondent or 

any individual or entity affiliated with Respondent, without the necessity of identification 

or prior notice. Nothing in this Order limits the Commission’s lawful use of compulsory 

process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 57b-1. 

VII. Order Effective Dates 

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20 

years from the date of its issuance (which date may be stated at the end of this Order, near the 

Commission’s seal), or 20 years from the most recent date that the United States or the 

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of: 

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A. Any Provision in this Order that terminates in less than 20 years; and 

B. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that Respondent did 

not violate any provision of the Order, and the dismissal or ruling is either not appealed or 

upheld on appeal, then the Order will terminate according to this Provision as though the 

complaint had never been filed, except that the Order will not terminate between the date such 

complaint is filed and the later of the deadline for appealing such dismissal or ruling and the date 

such dismissal or ruling is upheld on appeal. 

By the Commission. 

April J. Tabor 

Secretary 

SEAL: 

ISSUED: 

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