GRANT APPLICATION TERMS
BY SUBMITTING AN ONLINE GRANT APPLICATION, YOU ARE AGREEING ON BEHALF OFYOURSELF AND YOUR ORGANISATION (“ORGANISATION’) TO THESE GRANTAPPLICATION TERMS (“TERMS”).
The Google Impact Challenge for Internet Safety is an open call for grant applications(“Applications”) for possible grant funding (“Grant”) from Google LLC, whose principal place ofbusiness is at 1600 Amphitheatre Parkway, Mountain View, CA 94043 USA (“Google”), aGoogle subsidiary or affiliate, or Google’s grant administration partner the Tides Foundation(“Tides”). This is an open request for Applications and not a contest. The amount of Grant
funds, the number of Grants awarded, and the Organisations selected for Grants are atGoogle’s sole discretion. These Terms are binding on you, individually, and your Organisation
as applicable.

1. Organisation eligibility and grant application requirements:​ In order for yourOrganisation’s Application to be considered:a) You must be an authorised representative of your Organisationb) Your Organisation must:i) have a registered office in one of the following countries: Albania, Andorra, Austria, Belgium,Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia,Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Kosovo, Latvia,Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Montenegro, Netherlands, North
Macedonia, Moldova, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia,Slovenia, Spain, Sweden, Switzerland, Ukraine, United Kingdom, and Vatican Cityii) be a not-for-profit charity, other not-for-profit organisation, public or private academic or
research institution, or for-profit social enterprise company formed under the laws of yourcountry;iii) submit an Application on the official Google Impact Challenge for Internet Safety website(“Site”); andnot discriminate against any person or group of people in either hiring/employment practices orin the administration of programs and services, including (but not limited to) on the basis ofsexual orientation or gender identity.
c) If your Organisation receives a Grant:i) the Grant may not be used for religious instruction;ii) the Grant must be used for charitable purposes;iii) you represent and warrant your Organisation has not agreed to engage in a business
transaction with Google as a condition or requirement of receiving the Grant;iv) you are not aware of any relationships, projects, or activities that your Organisation, or any of
the officers or board members on behalf of your Organisation, have that create or could create apotential conflict of interest in connection with this application or the receipt of a potential grant;v) your Organisation must agree to the terms of a Grant agreement provided by Google orTides.

2. Application Period: ​Google will accept Applications on the Site for the Google ImpactChallenge for Internet Safety between 8:00 a.m. GMT on 15 May 2019 and 11:59 p.m. CET on
28 June 2019 (“Application Period”).

3. Due Diligence:​ If your Organisation is considered for a Grant, you may be asked to provide
information to supplement your Organisation’s Application, such as financial statements,
information regarding senior leadership and board members, additional details about the projectidea and other information Google deems necessary to evaluate your Organisation or its
Application.
4. Taxes:​ Monetary grants to Organisations are subject to the express requirement that
Organisations submit to Google all documentation requested by Google to permit it to comply
with all applicable tax reporting and withholding requirements. All cash grants will be net of anytaxes Google is required by law to withhold. All taxes imposed on grants and/or in-kind grants
are the sole responsibility of the Organisation. If Organisation is selected to receive a Grant, inorder to receive a Grant, Organisation must submit the tax documentation requested by Google
or otherwise required by applicable law, to Google or the relevant tax authority, all asdetermined by applicable law. Organisation is responsible for ensuring that it complies with allapplicable tax laws and filing requirements. If Organisation fails to provide such documentationor comply with such laws, Google or Tides, as applicable, may, in its sole discretion, rescind theGrant.
5. Licence to Application Contents and Materials​: For the purpose of evaluating the Grant
Application, Organisation hereby grants to Google and its affiliates, partners andrepresentatives a nonexclusive, worldwide, royalty-free, fully paid, perpetual, irrevocable licence(with the right to sublicence) to reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, copy, display and otherwise use all materials submitted in the Application
and any additional materials provided as part of the Application review process (“Materials”).
To help Google with its review of your Application, Google may disclose your Application andMaterials to its employees, consultants, agents and other third parties. Your Application,Materials and ideas may become public and those who are exposed to your ideas, including but
not limited to Google, may be working on similar ideas or technology now or in the future. By
submitting an Application, you, to the fullest extent permitted by law, waive any claim that
information included in your Application or Materials is proprietary or confidential.
All Organisations selected to receive a Grant will be required to sign a Grant agreement, which
will include a provision which states that any patent rights, copyrights, trade mark rights, rights intrade secrets (if any), design rights, database rights, domain name rights, moral rights, and anyother intellectual property rights (registered or unregistered) throughout the world ("IntellectualProperty Rights") created with Grant funds will be provided free for any use under an open
source licence and will be widely disseminated.

6. Privacy:​ You and your Organisation agree that your personal information and Organisation’s
information provided in the Application and Materials, including name, postal address, phone
number, and email address may be processed, stored, shared and otherwise used within thecontext of the Application review process and Grant administration. Such information may also
be transferred to countries outside the country of Organisation's incorporation. Such othercountries may not have privacy laws and regulations similar to those of the country ofOrganisation's incorporation.
You have the right to access, review, rectify or cancel any personal data held by Google inconnection with the Application by writing to Google at the address listed above. All personal
information you provide in the Application or Materials is subject to Google’s Privacy Policy,
located at: http://www.google.com/intl/en/policies/privacy/.
Organisation agrees that, in performing its obligations under these Terms, it will comply with allapplicable laws, directives, regulations, codes of practice and rules relating to privacy, datasecurity, data protection, direct marketing and the sending of unsolicited commercialpromotions.
7. Publicity:​ By accepting a Grant, Organisation hereby grants to Google, its affiliates, partners,
representatives, agencies, and Tides a nonexclusive, worldwide, royalty-free, fully paid,transferrable, perpetual, irrevocable licence to use the Organisation's trade names, trade marks,
service marks, logos, domain names, other distinctive brand features, and publicly available
information about the Organisation, information about the Grant, and/or related materials
approved by the Organisation.
8. Representations and warranties​: You warrant that you are acting within the scope of yourauthority as an employee, officer or director of the Organisation, that the Organisation has
consented to you submitting an Application on its behalf, and that you have the full right andpower to enter into and perform the obligations under these Terms, including sufficient rights togrant the licences granted hereunder. You further warrant that your actions do not violate yourOrganisation’s policies and procedures.
Organisation warrants that:(a) it will comply with all applicable laws and regulations (including, without limitation, the U.S.
Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and all other applicablecommercial and public anti-bribery laws);(b) entering into these Terms will not cause the Organisation to breach any contractual
obligations to a third party;(c) the Organisation and its directors, officers, employees and agents have not and will not offer,pay, promise or authorise the payment, directly or through any other person or entity, ofanything of value for the purpose of inducing or rewarding any favorable action or influencing

any act or decision in connection with Google's business to a candidate for public office or to an
official or employee of a government, government-controlled entity, public internationalorganisation or political party;(d) the Application, the project described therein, the Materials and any other materials provided
by the Organisation to Google in connection with the Terms:(i) are not defamatory of any person;(ii) do not infringe any third party rights (including Intellectual Property Rights);(iii) do not contain or infringe any confidential or proprietary information; and(iv) are free from any viruses or other malicious code.
9. Not an offer or contract of employment​: Under no circumstances shall the submission of
an Application, the awarding of a Grant, or anything in these Terms be construed as an offer orcontract of employment with Google, its affiliates or Tides. Your Organisation acknowledges thatit has submitted its Application voluntarily and not in confidence or in trust. Your Organisation
acknowledges that no confidential, fiduciary, agency, partnership, joint venture or otherrelationship or implied contract now exists between you or your Organisation and Google andthat no such relationship is established by your Organisation’s submission of an Application
under these Terms.
10. Forum and recourse to judicial procedures​: The Terms are governed by English law andthe parties submit to the exclusive jurisdiction of the English courts in relation to any dispute(contractual or non-contractual) concerning the Terms, save that either party may apply to any
court for an injunction or other interim relief to protect its Intellectual Property Rights.
11.Limitation of liability:
11.1 Nothing in these Terms shall exclude or limit either party’s liability for:(a) death or personal injury resulting from the negligence of either party or their servants,agents or employees;(b) fraud or fraudulent misrepresentation; or(c) any other matter, to the extent that such liability may not be excluded or limited underapplicable law.
11.2 Nothing in these Terms shall exclude or limit Organisation’s liability under Section 12(Indemnity).
11.3 Subject to Section 11.1, neither party shall be liable under or in connection with theseTerms, whether in contract, tort (including negligence) or otherwise, for any:(a) loss of profit;(b) loss of anticipated savings;(c) loss of business opportunity;(d) loss of or corruption of data;(e) loss or damage resulting from third party claims; or(f) indirect or consequential losses;
suffered or incurred by the other party (whether or not any such losses were or were notforeseeable or within the contemplation of the parties).

11.4 Subject to Section 11.1, each party's total liability under or in connection with these Terms(whether in contract, tort or otherwise) is limited to £7,500 GBP.

12. ​Indemnity​:
12.1 Organisation shall indemnify Google and its affiliates, directors, officers and employees
against all settlement amounts, liabilities, damages, losses, costs, fees (including legal fees),and expenses relating to any allegation or third-party legal proceeding (including action by agovernment authority) arising from (a) a breach of the representations and warranties in Section
8 of these Terms, (b) any misrepresentation made by the Organisation in connection with theGrant Application; (c) any non-compliance by the Organisation with these Terms; (d) any
allegation that the Application or Materials or any other materials provided by the Organisation
to Google in connection with the Terms misappropriates or infringes any third party’s rights,
including Intellectual Property Rights, (e) acceptance, possession, misuse or use of any Grant;(f) violation of any applicable laws, or (g) tort claim (including negligence).
12.2 Google has the right to approve controlling counsel. Such approval not to be unreasonablywithheld (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.
13. ​Miscellaneous​:
13.1 Notices. All legal notices must be in English, in writing, and addressed to the other party’s
primary contact, which for Google is legal-notices@google.com. Notice will be treated as given
on receipt, as verified by written or automated receipt or by electronic log (as applicable).
13.2 Assignment. Neither party may assign any part of the Terms without the written consent ofthe other.
13.3 No Third-Party Beneficiaries. Unless expressly stated, these Terms do not confer any
benefits on any third party.
13.4 Amendments. Any amendment to these Terms must be in writing, signed by both parties,
and expressly state that it is amending these Terms.
13.5 Entire Agreement. These Terms represent all terms and conditions agreed between theparties and cancels and replaces all other agreements between the parties relating to its subject
matter as at the date that the Organisation submits their online Grant Application. Save as
expressly set out in the Terms, no statement, representation, or warranty shall be taken to havebeen made or implied in the course of any negotiations between the parties prior to the Terms.
Neither party will have any right or remedy in respect of any statement, representation orwarranty (whether made negligently or innocently) not expressly set out in the Terms.
13.6 No waiver. Google and its affiliates will not be treated as having waived any rights by notexercising (or delaying the exercise of) any rights under these Terms.
13.7 Severability. If any term (or part of a term) of these Terms is invalid, illegal, orunenforceable, the rest of the Terms will remain in effect.