Llama 3.1 Impact Grant Program
Terms & Conditions
Last Updated 8/28/24
Only individuals affiliated with a valid business, non-profit organization, academic institution, or research
institute (each an “Organization” and collectively “Organizations”) can participate.
These terms and conditions for the Llama 3.1 Impact Grant Program (“Grant Terms”) govern theparticipation of individuals and the Organizations they represent.
GRANT OVERVIEW: The Llama 3.1 Impact Grant (“Grant Program”) is being managed by Meta Platforms, Inc.
located at 1601 Willow Rd. Menlo Park, CA 94025 (“Grantor”, or “Meta”). This Grant Program is subject to thelaws and exclusive jurisdiction of the U.S. to the maximum extent permitted by law. Individuals affiliated with an
Organization (each a “Applicant” and collectively “Applicants”) can submit proposals (each a “Proposal” andcollectively “Proposals”) from 9:00 AM August 5, 2024 until 11:59 PM November 22, 2024 Pacific Standard Time.
Each Proposal must demonstrate how they will use the Llama 3.1 open-source language application to address asocial impact issue area (“Grant Purpose”). Upon review and approval of each Proposal, Grantor will conduct one(1) evaluation round.
Grant Process & Steps

Open Call
Regional Track Events
Proposal Submission Deadline
Proposal Evaluation
Verification Review of Potential Awardees
Notification of Awardees

Tentative
Deadlines(May besubject tochange at
Grantor’s sole
discretion)
8/5/24- 11/22/24
09/24 - 11/24
11/22/24
11/24 - 01/25
01/25 - 03/25
03/25

THESE GRANT TERMS ARE A LEGAL CONTRACT BETWEEN APPLICANTS AND THE GRANTOR AND
GOVERN APPLICANT’S APPLICATION TO AND PARTICIPATION IN THE GRANT PROGRAM AND
GOVERN THE ORGANIZATIONS THEY REPRESENT. BY SUBMITTING AN APPLICATION FOR THE
GRANT PROGRAM, APPLICANT REPRESENTS THAT: (1) APPLICANT HAS READ, UNDERSTANDS,
AND AGREES TO BE BOUND BY THESE GRANT TERMS AND BY ALL THE DECISIONS OF THE
GRANTOR AND ANYONE APPOINTED BY THE GRANTOR RELATING TO THE GRANT PROGRAM
AND THE AWARD OF GRANTS, WHICH SHALL BE FINAL IN ALL RESPECTS; (2)APPLICANTSATISFIES ALL OF THE ELIGIBILITY REQUIREMENTS; (3) APPLICANT IS NOT A CURRENTGOVERNMENT OFFICIAL OR A FAMILY MEMBER (AS DEFINED BELOW) OF A GOVERNMENTOFFICIAL; AND (4) APPLICANT HAS THE AUTHORITY TO ENTER INTO THESE GRANT TERMSPERSONALLY AND AS A “REPRESENTATIVE” OF THE ORGANIZATION FOR WHICH APPLICANT ISSUBMITTING AN APPLICATION, AND LEGALLY BIND THAT ORGANIZATION (AND BE BOUND) TO
COMPLY WITH THESE GRANT TERMS. PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE
BY THE GRANTOR IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Grantor will make a
new copy of the Grant Terms available on the Grant Program website (“Website”). Grantor will also update the“Last Updated” date at the top of the Grant Terms.

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IF APPLICANT AND ORGANIZATION DO NOT AGREE TO BE BOUND BY THESE GRANT TERMS,
THEY MAY NOT PARTICIPATE IN THE GRANT PROGRAM.
ELIGIBILITY: This Grant Program is open to Organizations located in countries where local law does notprohibit their participation or the receipt of an award. Individuals and/or Organizations that are (i) the targetof any trade sanctions or export control restrictions administered or enforced by the U.S., EU, United
Nations, or UK; (ii) acting on behalf of anyone else who is the target of such trade sanctions or export control
restrictions; or (iii) organized or located in Belarus, China, Russia, Ukraine, or any country or region that is
the target of comprehensive economic or financial sanctions (which are the Crimea, Donetsk, and Luhansk
regions of Ukraine, Cuba, North Korea, Iran, and Syria as of the date of these Grant Terms, but may beamended) are not eligible to participate.
Each Organization must adhere to the following requirements: i) must not be an individual, a sole proprietor,or sole-owner entity in the jurisdiction where it is formed, ii) be an entity that is duly formed prior to August
5, 2023, and in good standing under the laws of the jurisdiction in which the Organization was formed, andiii) have the legal right to participate in this Award Program and its participation will not violate any
agreement or obligation between the Organization and any third-party, and (iv) must appoint and authorized
one individual (the “Applicant”) to represent, act, and submit a Proposal on behalf of the Organization. The
Applicant must be an employee of or affiliated with the Organization, and must be at least eighteen (18)years of age and the age of majority in the Applicant’s jurisdiction of residence.
Individuals who are employees, contractors, or personnel of the Grantor, or are an immediate family memberof the aforementioned, are not eligible to participate in this Grant Program. For purposes of this Grant
Program, the term “Family Member” is defined as any spouse, partner, parent, legal guardian, child, sibling,
grandparent, grandchild, or in-law.
By participating in this Grant Program, each Organization and Applicant acknowledges and agrees that they
have carefully read and understand these Grant Terms. Each Organization and Applicant understands thatthey are bound by these Grant Terms. Participation in this Grant Program is void where prohibited orotherwise restricted by law. Each Organization and Applicant is responsible for complying with allapplicable local, state, provincial, territorial, and federal laws and regulations.
Applicant’s and Organization’s participation in the Grant Program and use of certain Meta products and services(“Services”) may be subject to additional terms, including, without limitation, Facebook’s Terms of Service(https://www.facebook.com/legal/terms),
the
Llama
3.1
Community
LicenseAgreement(https://llama.meta.com/llama3_1/license/?ref=shareable),
the
Llama
3.1
Acceptable
Use
Policy(https://llama.meta.com/llama3_1/use-policy/?ref=shareable),andthe
Facebook
Data
Policy(https://www.facebook.com/policy.php) (collectively, “Supplemental Terms”). If these Grant Terms are inconsistent
with the Supplemental Terms, the Supplemental Terms shall control with respect to the use of each Service. These
Grant Terms and any applicable Supplemental Terms are collectively referred to herein as the “Terms.”
SUBMIT A PROPOSAL: The Proposal must provide a solution to a social impact issue area using the
Llama 3.1 technology in realistic/feasible ways that can clearly be applied, upholds responsible tactics, andcan achieve maximum impact. Particular interest will be paid to applicants demonstrating the utility of Llama
3.1’s newest capabilities, lowering barriers for other developers to build with Llama, or addressing:
economic development; science and innovation; public services; education and skills development.
Open Call Track:
Starting on August 5, 2024 until November 22, 2024, Proposals can be submitted athttps://llamaimpact.submittable.com/submit/abc178fc-ab1f-47d5-be9c-a073bccaa23b/llama-impact-grants-a
pplication-2024. The following information is required: Name of Representative for the Organization who

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must be Eighteen (18) years of age and the age of majority in Applicant’s jurisdiction of residence(”Organization Representative”), Email, City/Country of Residence, Employment Affiliation, Description of
the Proposal, Anticipated impact of the Proposal, Description of responsible practices exhibited by the
Proposal and an Implementation Plan. All required information must be provided in the Proposal or it will
be disqualified (“Open Call”). Proposals must be received by 11:59 p.m. PDT on November 22, 2024.
Limit one (1) Proposal per Organization.
The Proposal must meet all of the following requirements or the associated Organization may bedisqualified:i. Proposal must be written in English.
ii. Proposal must not have been previously licensed, sold, used, published, released, exhibited,
distributed or otherwise commercially exploited in any form.
iii. Proposal must only include content about persons or entities from whom the Organization has allnecessary permissions and rights, including, if applicable, permission from any referenced or
depicted minor’s parent or legal guardian.
iv. Proposal must not infringe, misappropriate, or violate any rights of any third-party including, without
limitation, copyright (including moral rights), trademark, trade secret, patent or rights of privacy or
publicity. To the extent the Proposal includes or contemplates the inclusion of any or all of thefollowing: third-party content, the use of any third party websites, platforms or services,
Organization must have all rights, licenses and permissions to use the third-party content inaccordance with the Grant Terms, and in accordance with any applicable third party’s acceptable use
policies or terms of service. Organization must provide proof of such third-party rights, licenses andpermissions upon request by Grantor.
v. Proposal must comply with all applicable federal, national, provincial, state, territorial, and local
laws, rules, or regulations in connection with participating in the Grant Program.
Regional Track:
In addition to the global Open Call, Meta will organize a series of optional local events hosted in 5 different
regions across the world. The events will take place between September 2024 and October 2024 (“Regional
Track Events”). The Regional Track Events may include hackathons, workshops, pitch competitions, andapplication-based demo days where Meta technical mentors will advise developers on how to optimize forbuilding impactful applications with Llama 3.1.
Organizations are invited to attend any one of the Regional Track Events hosted in the region they arelocated in. By attending a Regional Track Event, Organizations will be eligible for consideration in an
additional specialized track within the Grant Program and will be eligible to receive up to $100,000 USD in
Regional Track Grant Funds (“Regional Track”). Organizations interested in being considered for a Regional
Track Grant will need to indicate their event participation on their Llama 3.1 Impact Grant application andare encouraged to submit Proposals after attending a Regional Track Event. Organizations participating in
the Regional Track are automatically eligible to participate in the Open Call and eligible to receive up to$500,000 USD for the Open Call. Participation in the Regional Track is not required and does not impact
eligibility for Open Call. Proposals considered for both the Regional Track and Open Call Track will be
evaluated using the same criteria outlined in the below Proposal Evaluation section.

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APPLICATION DATA: In completing and submitting an application to participate in the Grant Program,
Applicant agrees to: (a) provide true, accurate, current and complete information about the Applicant andOrganization as prompted by the Grantor and (b) maintain and promptly update any such data or information,
as necessary, to keep it true, accurate, current and complete. If any information Applicant provides is untrue,inaccurate, not current or incomplete, Grantor has the right to terminate Applicant’s application for the Grant
Program and/or Applicant’s access to the Services, and may withhold any awarded funds. Applicant andpersonnel at the Organization may undergo various compliance screening as a condition of Grant Program
participation. Applicant and Organization agree to provide any additional requested information or complete
additional documentation needed to perform the screening at Grantor’s request.
SHARING INFORMATION: In order to facilitate the Grant Program, Applicant and Organization permit
Grantor to disclose, exchange, and otherwise provide the Grant Program partners or service providers of theGrantor any and all information collected by Grantor for the purpose of administering this program,evaluating Applicant and Organization’s ability to qualify for the Grant, and/or otherwise carrying out any
aspect of the Grant Program. For more information regarding use of personal information review the
Facebook Data Policy (https://www.facebook.com/policy.php).
THIRD PARTY WEBSITES: In order to access certain features of this Grant Program, Applicants may berequired to access third party websites (“Third Party Websites”). In such cases, Applicants may be required tocreate an account on the Third Party Website. Applicants acknowledge that (1) their use of a Third Party
Websites may be subject to separate terms between Applicants and such third party, and (2) the Grantor is not
responsible for any of Applicants activities on the Third Party Website.
PROPOSAL EVALUATION: All eligible Proposals will be reviewed and rated by the Grantor and partnerorganizations as applicable between November 2024 and December 2024 according to the following criteria:●●●

Demonstrated utility of Llama 3.1: Llama should be a fundamental component of the project or product,and its utility should be clearly defined. Preference will be given to those applicants who can demonstrate
the utility of Llama 3.1’s new features, including multilinguality.
Applicability: The proposed solution measurably addresses social impact. Preference will be given to
applicants whose proposal:
o Showcases newest capabilities of Llama 3.1 (e.g., multilinguality)
o Lowers barriers for other developers to build with Llama (e.g., enhances features such as
evaluation, data preparation, or prompt engineering)o Addresses one of the following topics:▪ Economic development● E.g., future of work; scaled business solutions; support for small businesses▪ Science and innovation● E.g., climate, health, accessibility, agriculture; infrastructure support▪ Public services● E.g., delivery of services; translation of government resources; solving relevant
challenges for policymakers; resource allocation; migration▪ Education and skills development● E.g., improve learning outcomes; retraining; lifelong learning
Impact: The proposed solution articulates a vision for how their solution impacts the broader problem
space and provides social benefit. This might include how the solution works across geographies, addresses
the needs of additional communities, or similar.

Page 4 | 10●●Technical feasibility: Proposed solutions should evaluate the technical feasibility of the project, including
the availability of computational resources, technical expertise, and time required for development anddeployment; outline a robust plan for collecting, cleaning, and preparing the data; and detail the metrics andmethods for evaluating the performance of the fine-tuned/ RAG model.
Business plan: Applicants should demonstrate an understanding of the target market, including potential
users and their needs. This includes presenting data, research, or other evidence of market demand and how
the fine-tuned model provides a unique value proposition or solves a specific problem better than existing
solutions.

The Organizations with the Proposals that rate the highest will then be subject to a verification process by the
Grantor. Verification may include an invitation to speak with Grantor to answer specific clarificationquestions about the proposal as a component of the evaluation process. Third-party companies may be usedby the Grantor to conduct checks, including but not limited to, routine “Know Your Customer” checks,
which may include screening, verifying, and checking the credentials and banking information of theOrganization. The Organization Representative of each Proposal will be notified no later than April 2025.
The public announcement of the winning Organizations will be shared online via the Grantor’s social
channels and blog.
PROPOSAL REQUIREMENTS:
●
●
●
●
●

Proposals must be written in English.
Organization must be in operation for at least 12 months from the Proposal Submission Deadline(i.e., must be an entity that is duly formed prior to November 22, 2023) and must be in good standing
under the laws of the jurisdiction in which the Organization was formed.
Open to non-profit, academic institutions, research institutions, and for-profit entities.
Must demonstrate application of Llama 3.1
Must address a social impact issue area, such as:○ Economic development (E.g., future of work; scaled business solutions; support for small
businesses)○ Science and innovation (E.g., climate, health, accessibility, agriculture)○ Public services (E.g., delivery of services; translation of government resources)○ Education and skills development (E.g., improve learning outcomes; retraining; lifelong learning)

AGREEMENT TO ADDITIONAL TERMS: If you are selected to participate in the Grant Program, you
may be required to enter into additional agreements or supplementary terms as a condition of receiving
further consideration for an award.
GRANT RECIPIENT NOTIFICATION/ANNOUNCEMENT: The Organizations selected to receive a
grant will be notified no later than March 2025. The formal announcement of the Organizations receiving theGrant Funds will happen on or around the end of April 2025.
GRANT AMOUNT: The number of awards will vary based on the caliber of applications received asdetermined by Grantor and partner organizations using the criteria outlined in these Grant Terms above. At
least one (1) award per region will be granted to Organizations who have participated in a Regional Track
Event in 2024, not to exceed $100,000 USD in total grant amount per region (“Regional Track Grant
Funds”). Grants for Open Call will also be awarded, not to exceed $500,000 USD per award (“Open Call
Grant Funds”). Organizations in the Regional Track are also eligible to receive awards in the Open Call. Both
Regional Track Grant Funds and Open Call Grant Funds are collectively referred to herein as “Grant Funds”.

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Grant Funds will only be awarded to a valid Organizations (no Applicant or individual person will receive
the Grant Funds grant).
GRANT FUND RESTRICTIONS/MONITORING: The Organization is responsible for using the Grant
Funds to adhere to the Grant Purpose described in the Grant Terms/Proposal. Each Organization willconduct, control, manage, and monitor the Grant Funds in compliance with all applicable ethical, legal,
regulatory, and safety requirements, including applicable international, national, local, and institutional
standards. In the course of utilizing the Grant Funds, the Organization will comply with all applicable laws
and regulations prohibiting money laundering or any activity that facilitates money laundering or the fundingof terrorist or criminal activities, including, but not limited to, any applicable provision of The Currency andForeign Transactions Reporting Act of 1970 (also known as the “Bank Secrecy Act”), the USA PATRIOTAct of 2001, the Anti-Money Laundering Act of 2020, prohibitions against laundering of monetary
instruments (18 U.S.C. § 1956) and engaging in monetary transactions in property derived from specified
unlawful activity (18 U.S.C. § 1957), and the rules and regulations thereunder). The Organization agrees toadminister and disburse the Grant Funds in compliance with economic or financial sanctions and embargo
programs imposed, administered, or enforced by the United States, United Kingdom, European Union, or
United Nations (including those administered by the U.S. Department of the Treasury’s Office of Foreign
Assets Control (“OFAC”) and the U.S. Department of State). Further, the Organization will ensure the Grant
Funds will not be used, directly or indirectly: (i) to support activities, individuals, or entities that are (a) thetarget of any applicable economic or financial sanctions or export control restrictions, including persons on
OFAC’s List of Specially Designated Nationals or entities owned or controlled by such persons; or (b)located, organized, or ordinarily resident in a country or territory which, at any time, is itself the subject ofcomprehensive economic or financial sanctions, unless such activities are fully authorized by the U.S.
government under applicable law; (ii) for any purpose prohibited by applicable export controls, including
nuclear, chemical or biological weapons, or missile technology applications without the required government
authorizations; (iii) to support activities in other countries prohibited from participating in the Grant Program,including Russia, China, Belarus, and Ukraine; (iv) to improperly influence any act or decision relating to theProject, including by assisting any party to secure an improper advantage; (v) to influence the outcome ofany election for public office or to carry on any voter registration drive; or (vi) to engage in lobbying
activities" (or "to engage in efforts to advocate for changes to regulations, laws, or other government
policies"). In addition, the Grant Funds may not be used for the personal use or benefit of any individual
person.
Organization will enter into an agreement with any subcontractors or Sub-Organizations it retains or works
with in connection with the performance of this Grant Program and will ensure that the subcontractors or
Sub-Organizations expressly agree to undertakings, representations, and warranties substantially similar tothe provisions in the Grant Fund Restrictions/Monitoring and Compliance sections of these Grant Terms.
The Grant Funds should be used within one (1) year of the award payment date. Organizations must provide
an annual report on how the Grant Funds are being used and their impact in the community. Upon request by
the Grantor, Organizations are required to furnish any records, receipts, or expenditures and make their books
available for review.
Each Organization represents, covenants, and warrants that: (i) it is qualified to receive the Grant Funds; (ii)
it is in compliance with all applicable laws, regulations, statutes, and other legal requirements of any
governmental, municipal, statutory, or regulatory authority, and the Organization has not received any noticeor communication from any governmental authority regarding any actual, alleged, or potential violation of or
failure to comply with any legal requirements; (iii) it shall exercise due care and act in good faith at all times
in performance of its obligations under these Terms and the receipt of said Grant Funds; (iv) it possesses allright, power and authority to agree to these Terms; and (v) it does not discriminate against any individual orentity on the basis of any protected characteristic.

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Grantor reserves the right to discontinue, modify, or withhold any payment or to require a total or partial
refund of any Grant Funds if, in Grantor’s sole discretion, such action is necessary: (i) because the applicable
Applicant or Organization has not fully complied with the Grant Purpose or with these Terms; (ii) to protect
the Grant Purposes or any other charitable activities of Grantor; (iii) to comply with the requirements of any
law or regulation applicable to the Applicant, Organization, Grantor, or this Grant Program; (iv) if
Organization is in breach of its undertakings under the Compliance section of these Terms; or (iv) because,by action or omission, Applicant/Organization or any of Applicant/Organization’s representatives havecommitted fraud with respect to the Grant Purposes or any report or communication to Grantor is found byGrantor to be inaccurate or misleading in any material respect. Grantor does not waive any additional rights it
may have beyond this refund.
COMPLIANCE: Applicants and Organizations selected to receive Grant Funds as part of the Grant
Program agree to use the Grant Funds solely for the purposes stated in these Grant Terms and as detailed in
the Grant Program, and not in any way, directly or indirectly, in violation of trade sanctions or applicable
export control laws, in violation of applicable laws and regulations prohibiting money laundering, or tofacilitate any act that would constitute bribery or an illegal kickback, an illegal campaign contribution, or
would otherwise violate any applicable anti-corruption or political activities law. If Organization becomesaware of any violation or suspected violation of this Section (“Compliance”) or any applicableanti-corruption laws, rules, or regulations, it must provide prompt written notice to Grantor by emailing
Legal-Notices@meta.com and setting forth the relevant facts and circumstances. Organization will,consistent with applicable laws, cooperate with Grantor in good faith to review any suspected violations of
this section (Compliance), including by providing reasonable access to relevant documentation.
INTELLECTUAL PROPERTY: Each Applicant and Organization that submits a Proposal hereby grant to
Grantor and its affiliates a nonexclusive, non-sublicensable, nontransferable, irrevocable, and royalty-freeright and license to use, reproduce, distribute and publish the Proposal for purposes of administering theGrant Program.
The Organizations that receive the Grant Funds and the Organization’s Applicants acknowledge and agree
that any intellectual property funded, created, or developed through their use of the Grant Funds (“DevelopedIP”) shall be Organization’s sole property and the Organization shall hold all rights and copyrights therein,subject to any third party rights, including Meta’s ownership of Llama Materials and derivatives made by orfor Meta, in accordance with the Llama 3.1 Community License Agreement. Each Organization that receives
the Grant Funds hereby grants and agrees to grant to Grantor and its affiliates a perpetual, nonexclusive,
non-sublicensable, nontransferable, irrevocable, and royalty-free right and license to use, reproduce,
distribute and publish the Developed IP and any derivatives thereof.
TAX OBLIGATIONS: To the fullest extent allowable under applicable law, all national, federal, state,
territorial, provincial, prefectural, and/or other applicable taxes arising from participation in the Grant
Program or the award of the Grant Funds as may be required by applicable tax authorities in the jurisdictionin which the winning Organization is located is the sole responsibility of the winning Organization. The
winning Organizations will provide Meta with applicable tax ID, tax forms, documents, or certifications as
may be required by applicable law for Meta to satisfy any tax information reporting and/or withholding tax
obligations with respect to any payments hereunder prior to receiving any Grants Funds. Where applicable,
Meta shall be entitled to deduct and withhold from any consideration payable such amounts as are required to
be deducted or withheld therefrom under any provision of applicable laws. Notwithstanding the preceding
sentence to the contrary, Meta will not withhold taxes (or will withhold taxes at a reduced rate) with respect
to any amount payable to the winning Organization, if the winning Organization timely provides Meta withvalid documentation claiming the benefits of an applicable income tax treaty (on IRS Form W-8BEN or otherapplicable documentation).

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PAYMENT SCHEDULE: The Grantor shall transfer the Grant Funds in one (1) lump sum to each winning
Organization within one hundred twenty (120) days following notification of awardees in March 2025.
Payment of the Grant Funds are subject to compliance with these Terms. The Grantor may, in its reasonablediscretion, modify payment dates or amounts and will notify the applicable Organization of any such changes
in writing.
PUBLICITY: The Grantor may include the name, logo, likeness, image, biographical information and/or
statement(s) of the winning Applicant and Organizations in any publications, press releases, or other public
communications to factually describe the Organization and the Grant Funds awarded without the Applicant
or the Organization’s prior written consent, for publicity and marketing purposes worldwide and in all formsof media now known or hereafter devised in perpetuity, without advance notice to or compensation to said
Applicant or Organization(s).
SEVERABILITY: Each provision of these Terms must be interpreted in a way that is enforceable underapplicable law to the maximum extent permitted by law. If any provision is held unenforceable, the rest of
the Terms will remain in effect to the maximum extent permitted by law.
INDEMNIFICATION: Applicants/Organization agree to indemnify and hold the Grantor and its parents,
trustees, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners, and licensors(collectively, the “Indemnified Parties”) harmless from and against any and all losses, costs, liabilities andexpenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Applicant/Organization data,
including, without limitation, any inaccuracies therein; (b) Applicant/Organization violation of the Terms andGrant Program Terms; (c) Applicant/Organization violation of any rights of another party, including any
infringement of the intellectual property rights of a third-party including patent, copyright, trademark, trade
secret, or other proprietary right by Applicant/Organization; (d) The negligent act or omission or willful
misconduct of Applicant/Organization, its affiliates, directors, officers, employees, or agents; (e)Applicant/Organization’s participation in the Grant Program; (f) Grantor’s use of any submitted Proposal; or(g) Applicant/Organization’s violation of any applicable laws, rules or regulations. The Indemnified Parties
reserve the right, at each of their own cost, to assume the exclusive defense and control of any matterotherwise subject to indemnification by Applicant/Organization, in which event Applicant/Organization will
fully cooperate with the applicable Indemnified Party in asserting any available defenses.
DISCLAIMER OF WARRANTIES AND CONDITIONS: As-Is. APPLICANT/ORGANIZATION
EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AREPROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY,REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW
KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USE OR ENJOYMENT.
(a) GRANTOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICESWILL MEET APPLICANT/ORGANIZATION’S REQUIREMENTS; (2) APPLICANT/ORGANIZATION'S USE
OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE ORRELIABLE.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRANTOR OR
THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY:(a) DISCLAIMER OF CERTAIN DAMAGES. PARTICIPANTS UNDERSTAND AND AGREE THAT IN NO
EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR

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DATA, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISINGOUT OF OR IN CONNECTION WITH THE SERVICES OR THE GRANT PROGRAM, WHETHER BASEDON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHERLEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY
FOR ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’S FRAUD OR FRAUDULENTMISREPRESENTATION.
(b) CAP ON LIABILITY: UNDER NO CIRCUMSTANCES WILL THE INDEMNIFIED PARTIES BE LIABLE
TO APPLICANT/ORGANIZATION FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE
FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY
FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY AN INDEMNIFIED PARTY’S NEGLIGENCE; OR
FOR (B) ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’S FRAUD OR FRAUDULENTMISREPRESENTATION.
(c) BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE GRANT PROGRAMENTITIES AND APPLICANT/ORGANIZATION.
RELEASE: THE APPLICANT/ORGANIZATION HEREBY WAIVES, RELEASES, COVENANTS NOT TO
SUE, AND DISCHARGES THE GRANTOR AND ITS CORPORATE PARENTS, SUBSIDIARIES,AFFILIATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES,PARTNERS, AND LICENSORS, (COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL
LIABILITIES, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES)
OF ANY KIND (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO THE GRANT
PROGRAM OR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERACTIONSWITH OR CONDUCT OF OTHER USERS OF ANY KIND ARISING IN CONNECTION WITH OR AS A
RESULT OF THE TERMS OR YOUR PARTICIPATION IN THE GRANT PROGRAM OR USE OF SERVICES.
THE FOREGOING RELEASE, WAIVER, AND COVENANT NOT TO SUE, INCLUDES, BUT IS NOTLIMITED TO, CLAIMS ARISING UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDINGNEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY, OR ANY OTHER
THEORY.
GENERAL CONDITIONS: If the Grantor determines at any time in its sole discretion that an Organization
is disqualified, ineligible, or in violation of these Terms, the Grantor reserves the right in its sole discretion to
select an alternate Organization to receive the Grant Funds, even if the disqualified Organization may havebeen shown or announced. If the Grant Program is not capable of running as planned for any reason, theGrantor reserves the right, in its sole discretion, to cancel, modify or suspend the Grant Program. In the event
there is an alleged or actual ambiguity, discrepancy, or inconsistency between disclosures or other statements
contained in any Grant Program-related materials and these Grant Terms (including any alleged discrepancy
or inconsistency within these Grant Terms), it will be resolved by the Grantor in its sole discretion. Grantor’s
failure to (or decision not to) enforce any provision in these Grant Terms will not constitute a waiver of thator any other provision. The invalidity or unenforceability of any provision of these Grant Terms will notaffect the validity or enforceability of any other provision. If any provision is determined to be invalid orotherwise unenforceable or illegal, these Grant Terms will otherwise remain in effect and will be construed inaccordance with their Grant Terms as if the invalid or illegal provision were not contained in these Grant
Terms.
Nothing in these Grant Terms shall be construed as creating a partnership, joint venture, agency, or any otherrelationship other than grantor/grantee between the Grantor and Organizations or any of their beneficiaries.
Neither the Grantor/Organization has any right or authority to obligate or bind the other in any mannerwhatsoever beyond these Grant Terms.

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FORCE MAJEURE: Without limiting any other provision in the Grant Terms, the failure of Grantor tocomply with any provision of these Grant Terms due to an act of God, hurricane, war, fire, riot, earthquake,terrorism, act of public enemies, strikes, epidemics, pandemics, actions of governmental authorities outsideof the control of Grantor (excepting compliance with applicable codes and regulations) or other force
majeure event will not be considered a breach of these Terms.
DISPUTE RESOLUTION; GOVERNING LAW; JURISDICTION: All participants acknowledge andunderstand that they are applying for a Grant administered from the U.S. and acknowledge that the
Grant is subject to the laws and exclusive jurisdiction of the U.S. State of California to the maximum
extent permitted by law. The Grant Program including (i) the Grant, (ii) the awarding or redemption of theGrant and/or (iii) the determination of the scope or applicability of these Grant Terms or their enforcement orinterpretation; (iv) the Services; and (v) any dispute arising under or related thereto (whether for breach ofcontract, tortious conduct, or otherwise) will be governed by the laws of the State of California, USA,without giving effect to its conflicts of law or choice of law principles or rules that would cause theapplication of the laws of any other jurisdiction. Any legal actions, suits or proceedings related to the Grant
Program (whether for breach of contract, tortious conduct, or otherwise) will be brought exclusively in thestate or federal courts located in or having jurisdiction over San Mateo County, California, USA, and eachApplicant/Organization accepts and submits to the personal jurisdiction of those courts with respect to any
legal actions, suits or proceedings arising out of or related to the Grant Program. Except where prohibited bylaw, any and all disputes, claims, and causes of action between an applicant and a Grant Program Party
arising out of or connected with the Grant Program or these Grant Terms must be resolved individually,
without resort to any form of class action.

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