Google GIC Grant Application Terms 2020

GRANT APPLICATION TERMS

BY SUBMITTING AN ONLINE GRANT APPLICATION, YOU ARE AGREEING ON BEHALF OFYOURSELF AND YOUR ORGANISATION (“​ORGANISATION​”) TO THESE GRANT APPLICATIONTERMS (“​TERMS​”).
The ​Google Impact Challenge on Climate​ is an open call for grant applications (​“Applications”​) for
possible grant funding (​“Grant”​) from Google LLC, whose principal place of business is at 1600
Amphitheatre Parkway, Mountain View, CA 94043 USA (​“Google”​), a Google subsidiary or affiliate, orGoogle’s grant administration partner the Tides Foundation (​“Tides”​). This is an open request forApplications and not a contest. The amount of Grant funds, the number of Grants awarded, and theOrganisations selected for Grants are at Google’s sole discretion. These Terms are binding on you,individually, and your Organization as applicable.
1.

ORGANIZATION ELIGIBILITY AND GRANT APPLICATION REQUIREMENTS: In order for yourOrganization’s Application to be considered:a) You must be an authorized representative of your Organizationb) Your Organization 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.

ii)

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 on Climate website (​“Site”​);
andiv) not discriminate against any person or group of people in either hiring/employment practices
or in the administration of programs and services, including (but not limited to) on the basis ofsexual orientation or gender identity.
c) If your Organization receives a Grant:1

Google GIC Grant Application Terms 2020i)

the Grant may not be used for religious instruction​;ii)

the Grant must be used for charitable purposes;iii) you represent and warrant your Organization 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 O​rganization, or
any of the officers or board members on behalf of your Organization, have that create orcould create a potential conflict of interest in connection with this application or thereceipt of a potential grant;v) your Organization 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 Impact Challenge on
Climate between 8:00 a.m. CET on 14 September 2020 and 11:59 p.m. CET on 6th November 2020(“​Application Period​”).

3.

Due Diligence: If your Organization is considered for a Grant, you may be asked to provide
information to supplement your Organization’s Application, such as financial statements, information
regarding senior leadership and board members, additional details about the project idea and otherinformation Google deems necessary to evaluate your Organization or its Application.

4.

Taxes​: Monetary grants to Organizations are subject to the express requirement that Organizations
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 any taxes Google is required bylaw to withhold. All taxes imposed on grants and/or in-kind grants are the sole responsibility of theOrganization. If Organization is selected to receive a Grant, in order to receive a Grant, Organizationmust submit the tax documentation requested by Google or otherwise required by applicable law, toGoogle or the relevant tax authority, all as determined by applicable law. Organization is responsible
for ensuring that it complies with all applicable tax laws and filing requirements. If Organization fails toprovide such documentation or comply with such laws, Google or Tides, as applicable, may, in its
sole discretion, rescind the Grant.

5.

Licence to Application Contents and Materials​: For the purpose of evaluating the Grant
Application, Organization hereby grants to Google and its affiliates, partners and representatives anonexclusive, worldwide, royalty-free, fully paid, perpetual, irrevocable licence (with the right tosublicence) 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”​).

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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 Organizations selected to receive a Grant will be required to sign a Grant agreement, whichwill include a provision which states that any patent rights, copyrights, trade mark rights,
rights in trade secrets (if any), design rights, database rights, domain name rights, moral
rights, and any other intellectual property rights (registered or unregistered) throughout theworld ​("​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 Organization agree that your personal information and Organization’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 the context of theApplication review process and Grant administration. Such information may also be transferred tocountries outside the country of Organization's incorporation. Such other countries may not haveprivacy laws and regulations similar to those of the country of Organization'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, locatedat: ​http://www.google.com/intl/en/policies/privacy/​.
Organization 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, data security,
data protection, direct marketing and the sending of unsolicited commercial promotions.

7.

PUBLICITY​: By accepting a Grant, Organization 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 Organization's trade names, trade marks, service marks,logos, domain names, other distinctive brand features, and publicly available information about theOrganization, information about the Grant, and/or related materials approved by the Organization

8.

REPRESENTATIONS AND WARRANTIES​: You warrant that you are acting within the scope of yourauthority as an employee, officer or director of the Organization, that the Organization has consented
to you submitting an Application on its behalf, and that you have the full right and power to enter intoand perform the obligations under these Terms, including sufficient rights to grant the licences3

Google GIC Grant Application Terms 2020

granted hereunder. You further warrant that your actions do not violate your Organization’s policies
and procedures.
Organization 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 applicable commercial andpublic anti-bribery laws);(b) entering into these Terms will not cause the Organization to breach any contractual obligations toa third party;(c) the Organization 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, of anything of value
for the purpose of inducing or rewarding any favorable action or influencing any act or decision inconnection with Google's business to a candidate for public office or to an official or employee of agovernment, government-controlled entity, public international organisation or political party;(d) the Application, the project described therein, the Materials and any other materials provided bythe Organization 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 submissionof 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 Organization acknowledges that it
has submitted its Application voluntarily and not in confidence or in trust. Your Organization
acknowledges that no confidential, fiduciary, agency, partnership, joint venture or other relationship orimplied contract now exists between you or your Organization and Google and that no such
relationship is established by your Organization’s submission of an Application under these Terms.

10.

FORUM AND RECOURSE TO JUDICIAL PROCEDURES​: The Terms are governed by English law
and the 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​:

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Google GIC Grant Application Terms 2020

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 Organization’s liability under Section 12 (Indemnity).

11.3

Subject to Section 11.1, neither party shall be liable under or in connection with these Terms,
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 incontract, tort or otherwise) is limited to £7,500 GBP.

12​.

INDEMNITY​:

12.1

Organization 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 a government authority)
arising from (a) a breach of the representations and warranties in Section 8 of these Terms, (b) any
misrepresentation made by the Organization in connection with the Grant Application; (c) any
non-compliance by the Organization with these Terms; (d) any allegation that the Application orMaterials or any other materials provided by the Organization 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).

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Google GIC Grant Application Terms 2020

12.2

Google has the right to approve controlling counsel. Such approval 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 writtenconsent.

13​.

MISCELLANEOUS​:

13.1

Notices.​ All legal notices must be in English, in writing, and addressed to the other party’s primarycontact, which for Google is ​legal-notices@google.com​. Notice will be treated as given on receipt, asverified 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 of the 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, andexpressly state that it is amending these Terms.

13.5

Entire Agreement​. These Terms represent all terms and conditions agreed between the parties
and cancels and replaces all other agreements between the parties relating to its subject matteras at the date that the Organization submits their online Grant Application. Save as expressly set
out in the Terms, no statement, representation, or warranty shall be taken to have been 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 or warranty (whethermade 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 not
exercising (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, or unenforceable, the restof the Terms will remain in effect.

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