Google.org Impact Challenge: Bay Area 2019 OFFICIAL RULES
THIS CHALLENGE IS OPEN ONLY TO ORGANIZATIONS THAT MEET THE ELIGIBILITY CRITERIADESCRIBED BELOW ("​ORGANIZATION​"). BY SUBMITTING AN ONLINE GRANT APPLICATION(“​APPLICATION​”), YOU ARE AGREEING ON BEHALF OF YOURSELF AND YOUR ORGANIZATION(“​ORGANIZATION​’) TO THESE CHALLENGE RULES (​“RULES”​).
The ​Google.org Impact Challenge Bay Area ​(“​Challenge​”) is a contest where organizations that meetthe requirements set forth in these Rules submit Applications that are judged using the Criteria listed
below for an opportunity to receive an Award, as described herein, from Google LLC, whose principal
place of business is at 1600 Amphitheatre Parkway, Mountain View, CA 94043 USA (​“Google”​), a
Google subsidiary or affiliate, or Google’s grant administration partner the Tides Foundation (“​Tides​”).
Applications will be evaluated by a panel of Judges (as defined below), who will select a total of thirty-five(35) Organizations (“​Selected Organizations​”). Of those thirty-five (35), ten (10) Organizations with thehighest scores will be selected as finalists (“​Finalists​”) and the remaining twenty-five (25) will be declared
runners-up (“​Runners-up​”). Of the ten (10) Finalists, the Finalist who receives the most public votes
based on a summary of their Application displayed on the Challenge Site will be chosen as the people’s
choice winner (“​People’s Choice Winner​”) and the four (4) Finalists with the highest Judges scores willbe the winners (“​Winners​”).
NO PURCHASE NECESSARY TO ENTER OR WIN. ​The Challenge is void where prohibited by law.
Google reserves the right to verify eligibility and to adjudicate on any dispute at any time. See below for
the complete details.
For the purpose of these Rules:- “​Application Period​” is defined as beginning at 08:00 a.m. PST on 7 October, 2019 and endingat 11:59 p.m. PST on 8 November, 2019
- “​Challenge Area​” is defined as the following counties in California: Alameda, Contra Costa,
Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano, or Sonoma.
- “​Challenge Site​” is defined as g.co/impactchallengebayarea2019- “​Notification and Production Period​” is defined as no later than six (6) months post close of theapplication period- “​Voting Period” is defined as a two week period after Finalists have been notified in which public
voting is conducted to select the People’s Choice Winner- “​End Date​” is the date when the People’s Choice Winner is announced, which will be on or aboutfour weeks following the Notification and Production Period, signifying the end of the Challenge.
1. ​BINDING ​AGREEMENT AND AUTHORIZATION TO REPRESENT ORGANIZATION​: These Rules
form a binding legal agreement between you, as an individual, your Organization, and Google withrespect to the Challenge. You represent and warrant that (1) you are authorized by your Organization to
apply to this Challenge and are doing so with its knowledge and consent, in compliance with yourOrganization’s policies and procedures, (2) your Organization is permitted to accept an Award if selected,(3) your Organization has not agreed to engage in a business transaction with Google as a condition or
requirement of receiving a potential Award, and (4) ​you are not aware of any relationships, projects, or
activities that your O​rganization, or any of the officers or board members on behalf of your Organization,
have that create or could create a potential conflict of interest in connection with this Application or the
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receipt of a potential Award. Applications will be deemed made by the Authorized Account Holder of theemail address used to submit the Application. The "​Authorized Account Holder​​" is the natural person
assigned to an email address by an online service provider, or other organization responsible forassigning email addresses for the domain. If requested, you will provide proof of being the Authorized
Account Holder for the email address used to submit the Application.
2. ELIGIBILITY: To be eligible to enter the Challenge, your Organization must meet the criteria listed
below (“​Eligibility Criteria​”):(a) have a material presence and/or registered office in the Challenge Area; If your Organization
is a fiscal sponsor submitting the Application on behalf of a sponsored group, only the sponsoredgroup must have a material presence and/or registered office in the Challenge Area;(b) be a registered US 501(c)(3) public charity;(c) not discriminate against any person or group of people in either hiring/employment practices
or in the administration of programs and services, including on the basis of sexual orientation orgender identity; and(d) agree that if you receive an Award:(1) the Award will not be used for religious instruction​; and(2) the Award must be used for charitable purposes only (as determined by Google ​in its sole
discretion).
3.​ ​SPONSOR​: The Challenge is sponsored by Google, as defined above.
4.​ ​APPLICATION PERIOD​: Applications will be accepted for the duration of the Application Period.
5. ​HOW TO ENTER AND LIMITS ON ENTRIES: To enter the Challenge, visit the Challenge Site during
the Application Period and follow the online instructions for submitting the Application. Applications arevoid if they are in whole or in part illegible, incomplete, damaged, altered, counterfeit, obtained throughfraud, or late.
LIMIT OF ONE (1) APPLICATION PER ORGANIZATION. If multiple Applications are received for a single
organization, only the last application submitted will be considered. Fiscal Sponsors may submit multiple
applications, provided no more than one application is submitted on behalf of a single sponsored group.
6. APPLICATION REQUIREMENTS: ​Your Organization’s Application must meet the following Application
Requirements:(a) it must be received during the Application Period(b) It must not be derogatory, offensive, threatening, defamatory, disparaging, libelous or containany content that is inappropriate, indecent, sexual, profane, indecent, tortuous, slanderous,
discriminatory in any way, or that promotes hatred or harm against any group or person(c) it must comply with the theme and spirit of the Challenge, as determined by Google, in its sole
discretion(e) It must not contain content, material or any element that is unlawful, or otherwise in violationof or contrary to any applicable federal, state or local laws and regulations where the Applicationis created(f) It must not contain any content, material or element that displays any third party advertising,slogan, logo, trademark or otherwise indicates a sponsorship or endorsement by a third party,
commercial entity(g) It must be an original, unpublished work that does not contain, incorporate or otherwise use
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any content, material or element that is owned by a third party or entity(h) It must not contain any content, element, or material that violates a third party’s publicity,
privacy or intellectual property rights(i) It must not contain any proprietary or confidential information of your Organization(j) It must be in English
7. ​JUDGING​: A team of Google employees and external experts (“​Judges​”) will select the top thirty-five(35) Applications based on the criteria (​“Criteria”​) below. The ten (10) Applications with the highest
scores will be declared Finalists and the remaining twenty-five (25) will be declared Runners-up. The topten (10) Applications will be submitted for a public vote as described in Section 8. The winner of the publicvote and the four (4) Applications with the highest Judges scores will be declared Winners.
(a) Impact. How will the proposed project improve the lives of local residents?
(b) Innovation. Does the project tackle the issue it seeks to address in a new and creative
way?
(c) Reach. How many people will be affected if successful and to what extent?
(d) Scalability. If successful, what will your project achieve in 5 years? Can this proposal
serve as a model for other communities?
(e) Feasibility. Does the team have a well-developed, realistic plan to execute on the
proposal? Have they identified the right partners for implementation?
(f) Opportunity. Does your project positively and equitably impact people and their chances
to experience healthy, playful, and thriving lives.

In the event of a tie, the Application that received the higher score from the Judges in the category of“Innovation” will be selected as the winner of the tie. The Application of the Finalist that receives thehighest score from the Judges in the category of “Opportunity” will receive a special Judges designation.
Similar Judge designation may be allotted for the highest score in Community Impact, Innovation,
Feasibility, and Reach. In the event an Application selected as a Runner-up, Finalist or Winner isdisqualified for any reason during any phase of the Challenge before the End Date, the Application thatreceived the next highest total score will be chosen as the replacement.
Your Organizations may be required to submit additional information for the purposes of evaluating its
Application, including but not limited to the following:(a) Financial statements for each of the last 3 fiscal years, including income statement, balance
sheet, and cash flow statement(b) Full list of full legal names of senior leadership, trustees, and board members(c) Relevant information on any government affiliation or public funding(d) Further details or information on the Organization’s project idea and implementation plan(e) If the Application is being submitted by an Organization in the capacity of a fiscal sponsor,
further information regarding the relationship between the Organization and the sponsored group.
If your Organization does not respond to a request for additional information within two (2) ​days from thefirst notification attempt, then your Organization may be disqualified.
During the Notification and Production Period, the Finalists will be selected and notified by telephone
and/or email, at Google’s discretion. With respect to notification by telephone, such notification will bedeemed given when the Finalist engages in a live conversation with Google or when a message is left on
the Finalist’s voicemail service or answering machine by Google, whichever occurs first. All notification
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requirements, as well as other requirements within these Rules, will be strictly enforced.
8. PUBLIC VOTE: ​One of the ten (10) Finalists will be chosen as the People’s Choice Winner based on
the public’s vote. Public voting will take place online through the Challenge Site during the Voting Period,and via any other means at Google’s option. In the event of a tie, the Application that received the higherscore from the Judges in the category of "Innovation” will be selected as the People’s Choice Winner.
Determinations of the Judges and the public vote are final and binding.
9. AWARDS​: The Selected Organizations will receive the following awards (“​Awards​”), subject to theadditional requirements set forth in Section 10.
● The twenty-five (25) Runners-up will each receive: $100,000● The five (5) Finalists not selected as Winners will receive: $500,000● The People’s Choice Winner will receive $1,000,000 in grant funding and technical support from
Google or Google employee volunteers.
● Each of the Winners not selected as the People’s Choice Winner will receive $1,000,000 in grantfunding and technical support from Google or Google employee volunteers.
No transfer, substitution or cash equivalent for Awards is allowed, except at Google’s sole discretion.
Google reserves the right to substitute an Award, in whole or in part, of equal or greater monetary value if
an Award cannot be awarded, in whole or in part, for any reason.
10. ADDITIONAL REQUIREMENTS FOR SELECTED ORGANIZATIONS: ​Selected Organizations are
subject to a due diligence review (including compliance with Section 11), and must agree to the terms of a
grant agreement with Google (and/or its donor advised fund, the Tides Foundation). If a Selected
Organization does not pass the due diligence review as determined by Google and/or the Tides
Foundation, at their sole discretion, or if a Selected Organization does not agree to the terms of a grant
agreement, the Selected Organization may be disqualified. Google reserves the right, at its sole
discretion, to modify a project or the scope of a project described in a winning Application at any point intime. Google may also, at its sole discretion, make Award payments to the Selected Organizations over a
period of time based on project performance milestones. Selected Organizations may be required tosubmit marketing materials to Google, including video, photos, and/or additional Application information(“​Marketing Materials​”), which Google may use subject to licensing terms in Section 13. In the event
Google determines additional Marketing Materials are required, Google will pay for the creation of any
such new Marketing Materials (“​New Marketing Materials​”) and will own any original content. Any New
Marketing Materials that consist of video or photos will be shot at Google’s office(s), at Selected
Organization’s office(s), or other locations to be mutually determined by Google and Selected
Organization, during the Notification and Production Period. Any Selected Organization that does not
submit Marketing Materials or does not work with Google to create New Marketing Materials may bedisqualified.
11. ​TAXES​: AWARDS ARE SUBJECT TO THE EXPRESS REQUIREMENT THAT SELECTED
ORGANIZATIONS SUBMIT ALL DOCUMENTATION REQUESTED BY GOOGLE TO PERMIT IT TOCOMPLY WITH ALL APPLICABLE STATE, FEDERAL, AND LOCAL TAX REPORTING AND
WITHHOLDING REQUIREMENTS. ALL AWARDS WILL BE NET OF ANY TAXES GOOGLE ISREQUIRED BY LAW TO WITHHOLD. ALL TAXES IMPOSED ON AWARDS ARE THE SOLERESPONSIBILITY OF THE SELECTED ORGANIZATIONS. In order to receive an Award, Selected
Organizations must submit the tax documentation requested by Google or otherwise required byapplicable law, to Google or the relevant tax authority, all as determined by applicable law. Selected
Organizations are responsible for ensuring that they comply with all the applicable tax laws and filing
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requirements. If a Selected Organization fails to provide such documentation or comply with such laws,
the Selected Organization may be disqualified.
12.​ ​GENERAL CONDITIONS​:​ All federal, state and local laws and regulations apply.
13. ​LICENSE TO APPLICATION AND SUBMISSION MATERIALS​: For the purpose of evaluating
the Application and for other purposes related to the Challenge, including publicity and marketing related
to the results of the Challenge and displaying materials for public voting on the People’s Choice Winner,
Organization hereby grants to Google and its affiliates, partners, and representatives a nonexclusive,
worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify,
adapt, publish, translate, create derivative works from, distribute, copy, and display materials submitted in
the Application, Marketing Materials, New Marketing Materials, and any other materials provided as partof the Challenge (“​Submission​”), in whole or in part, throughout the world, in any form, media, or
technology, without notice or attribution to you, your Organization, or any other entity or person andwithout obtaining any further permission or license, to the maximum extent permitted by law. Selected
Organizations agree and consent to Google, its affiliates and agencies’ use of Selected Organizations’
name, likeness, logo(s) in conjunction with publicizing or announcing the Challenge results or Award
without any additional release or compensation, unless prohibited by law. ​Your Organization
acknowledges that Google has no obligation to use your Submission.
To help Google with its review of your Submission, Google may disclose your Organization’s
Submission to its employees, consultants, agents, and other third parties. Your Organization’s
Submission may become public, and others exposed to your Submission, including but notlimited to Google, Judges, employees, consultants, agents, and affiliates, may be working on
similar ideas or technology now or in the future. You and your Organization waive any claim thatanything included in your Organization’s Submission is proprietary or confidential.
All Selected Organizations will be required to agree to the terms of a grant agreement, which may
include a provision requiring that any intellectual property created with Award funds be madeavailable under a permissive, open source license and/or placed in the public domain, and widely
disseminated for use by anyone for free, without restriction.
14. ​PRIVACY​: You agree that Google may collect, store, share and otherwise use your personallyidentifiable information provided in your Organization's Submission, including your name, work mailingaddress, work phone number, and work email address (or such information about other people affiliatedwith your Organization that you provide in your Submission) in accordance with Google’s Privacy Policy(​http://www.google.com/intl/en/policies/privacy/​), including for administering the Challenge and verifying
your identity in relation to your Organization. Your and your Organization’s information may also betransferred to countries outside the country of your and your Organization’s residence, including theUnited States. Such other countries may not have privacy laws and regulations similar to those of thecountry of your and your Organization’s residence.
As part of due diligence and to administer grants to Selected Organizations, you also agree that yourpersonally identifiable information and information about your Organization may be shared with Tides inaccordance with Tide’s privacy policy (​https://www.tides.org/privacy-policy/​).
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access, review, rectify, or cancel any personal data held by Google in connection with the Challenge by
writing to Google at the address listed above.
15. ​REPRESENTATION, WARRANTY AND INDEMNITY​: You and your Organization represent andwarrant that your Submission is your Organization’s original work and, as such, your Organization is thesole and exclusive owner and rights holder of its Submission and all intellectual property contained in it,
and that it has the right to submit the Submission to the Challenge and to grant all required licenses. You
and your Organization further represent and warrant that your Submission (1) does not infringe any third
party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or
any other rights, including without limitation, copyright, trademark, patent, trade secret, privacy, publicity
or confidentiality obligations; (2) is not confidential or proprietary; and (3) does not otherwise violate
applicable state, federal or local law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND YOUR ORGANIZATION WILL DEFEND
AND INDEMNIFY JUDGES, TIDES, GOOGLE EMPLOYEES, INTERNS, CONTRACTORS, AND
OFFICIAL OFFICE-HOLDERS OF GOOGLE, AND ITS PARENT COMPANIES, SUBSIDIARIES, AND
AFFILIATES (“​CHALLENGE ENTITIES​”) FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS,
DEMANDS, LOSSES, DAMAGES, COSTS, FEES (INCLUDING ATTORNEY’S FEES) AND EXPENSES
RELATING TO ANY ALLEGATIONS OR THIRD-PARTY LEGAL PROCEEDING ARISING FROM (A)ANY BREACH OF A REPRESENTATION OR WARRANTY BY YOU OR YOUR ORGANIZATION, (B)ANY MISREPRESENTATION MADE BY YOU OR YOUR ORGANIZATION IN CONNECTION WITH THE
CHALLENGE, (C) ANY NON-COMPLIANCE BY YOU OR YOUR ORGANIZATION WITH THESE
RULES, (D) ACCEPTANCE, POSSESSION, MISUSE OR USE OF AN AWARD OR PARTICIPATION IN
THE CHALLENGE OR ANY CHALLENGE-RELATED ACTIVITY, (E) VIOLATION OF LAW, (F) TORTCLAIM (INCLUDING NEGLIGENCE), (G) VIOLATION OF THIRD PARTY PROPRIETARY RIGHTS,
INTELLECTUAL PROPERTY RIGHTS, INDUSTRIAL PROPERTY RIGHTS, PERSONAL OR MORALRIGHTS OR ANY OTHER RIGHTS, INCLUDING WITHOUT LIMITATION, COPYRIGHT, TRADEMARK,PATENT, TRADE SECRET, PRIVACY, PUBLICITY OR CONFIDENTIALITY OBLIGATION, OR (H) ANY
ACT, DEFAULT OR OMISSION BY YOU OR YOUR ORGANIZATION.
Google has the right to approve controlling counsel. Such approval will not to be unreasonably withheld(and which approval may be withheld or withdrawn if there is a conflict of interest). Google may appoint its
own noncontrolling counsel, at its own expense. Any settlement requiring Google to admit liability, pay
money, or take (or refrain from taking) any action, will require Google’s prior written consent, not to be
unreasonably withheld, conditioned, or delayed.
You and your Organization release Challenge Entities from any liability associated with (a) any
malfunction or other problem with the Challenge Site; (b) any error in the collection, processing, orretention of your Organization’s Submission; (c) any typographical or other error in the printing, offering or
announcement of any Award or Selected Organizations ;16. ​ELIMINATION​: Any false information provided within the context of the Challenge by you or yourOrganization concerning identity, mailing address, telephone number, email address, ownership of right,
manipulation of public voting, or non-compliance with these Rules or the like may result in the immediate
elimination of your Organization from the Challenge.
17. ​INTERNET​: Challenge Entities are not responsible for any malfunction of the Challenge Site or any
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system errors, failed, incomplete or garbled computer or other telecommunication transmission
malfunctions, hardware or software failures of any kind, lost or unavailable network connections,typographical or system/human errors and failures, technical malfunction(s) of any telephone network orlines, cable connections, satellite transmissions, servers or providers, or computer equipment, traffic
congestion on the Internet or at the Challenge Site, or any combination thereof, including othertelecommunication, cable, digital or satellite malfunctions which may limit your Organization’s ability toparticipate.
18. RIGHT TO CANCEL, MODIFY OR DISQUALIFY: If for any reason the Challenge is not capable ofrunning as planned, including infection by computer virus, bugs, tampering, unauthorized intervention,
fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness,
integrity, or proper conduct of the Challenge, Google reserves the right at its sole discretion to cancel,
terminate, modify or suspend the Challenge. Google further reserves the right to disqualify any entrant
who tampers with the submission process or any other part of the Challenge or Challenge Site. Any
attempt by an entrant to deliberately damage any web site, including the Challenge Site, or undermine thelegitimate operation of the Challenge is a violation of criminal and civil laws and should such an attempt
be made, Google reserves the right to seek damages from any such entrant to the fullest extent of theapplicable law.
19. ​NOT AN OFFER OR CONTRACT OF EMPLOYMENT​: Under no circumstances shall the submissionof an Application into the Challenge, the awarding of an Award, or anything in these Rules be construed
as an offer or contract of employment with Google or the Challenge Entities. You and your Organization
acknowledge your Organization’s Application has been submitted voluntarily. You and your Organization
acknowledge that no confidential, fiduciary, agency or other relationship or implied-in-fact contract for
employment now exists between you or your Organization and Google or the Challenge Entities and thatno such relationship is established by your Organization’s submission of an Application under theseRules.
20. FORUM AND RECOURSE TO JUDICIAL PROCEDURES: These Rules shall be governed by,subject to, and construed in accordance with the laws of the State of California, United States of America,
excluding all conflict of law rules. If any provision(s) of these Rules are held to be invalid or
unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted
by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any otherprocedure in case of disputes or claims resulting from or in connection with this Challenge are hereby
excluded, and you and your Organization expressly waive any and all such rights.
21. ARBITRATION: ​By entering the Challenge, you and your Organization agree that exclusive
jurisdiction for any dispute, claim, or demand related in any way to the Challenge will be decided bybinding arbitration. All disputes between you, your Organization and Google of whatsoever kind or naturearising out of these Rules, shall be submitted to Judicial Arbitration and Mediation Services, Inc.
(“JAMS”) for binding arbitration under its rules then in effect in the San Jose, California, USA area,
before one arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in thearbitration costs incurred.
22. ​WINNERS​: The Winners will be announced on the Challenge Site during the Notification and
Production Period and when or before the Voting Period starts. The People’s Choice Winner will beannounced on the End Date on the Challenge Site.
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