Google.org Impact Challenge for Women and Girls
GRANT APPLICATION TERMS
BY SUBMITTING AN ONLINE GRANT APPLICATION, YOU ARE AGREEING ON BEHALF OFYOURSELF AND YOUR ORGANIZATION (“​ORGANIZATION​’) TO THESE GRANT APPLICATIONTERMS (​“TERMS”​).
The ​Google.org Impact Challenge ​for Women and Girls ​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”​), a Google
subsidiary or affiliate, or Google’s grant administration partner the Tides Foundation (“​Tides​”). Thisis an open request for Applications and ​not ​a contest. The amount of Grant funds, the number ofGrants awarded, and the Organizations selected for Grants are at Google’s sole discretion. TheseTerms 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 for a grant:a) You must be an authorized representative of your Organizationb) Your Organization must:i) have a registered office in your country of residence. Organizations located in Crimea, Cuba,Iran, North Korea, or Syria and projects in those countries are not eligible to apply.
ii) be a registered not-for-profit charity, other not-for-profit organization, public or private
academic or research institution, or for-profit social enterprise company under the laws ofyour countryiii) submit an Application in Stage 1 (as defined in Section 2) on the official Google.org Impact
Challenge website at ​https://impactchallenge.withgoogle.com/womenandgirls2021​ (​“Site”​);iv) If requested, submit additional information as requested in the Stage 2 Application; andv) 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 orientationor gender identityc) If your Organization 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 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 or could
create a potential conflict of interest in connection with this application or the receipt of apotential grant; andv) your Organization must agree to the terms of a Grant agreement provided by Google orTides.

2. ​APPLICATION PERIOD​: Google will accept Applications in a two stage process. Applications forthe first stage (“​Stage 1​”) will be accepted on the Site between ​12:00 p.m. GMT on ​7 March 2021
and 11:59 p.m. GMT on ​9 April 2021​. Applications for the second stage of the review process(“​Stage 2​”) will be by invitation only and Organizations invited to apply for Stage 2 will be notified ona rolling basis.
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 EXPRESSREQUIREMENT THAT ORGANIZATIONS SUBMIT TO GOOGLE ALL DOCUMENTATIONREQUESTED BY GOOGLE TO PERMIT IT TO COMPLY WITH ALL APPLICABLE TAXREPORTING AND WITHHOLDING REQUIREMENTS. ALL CASH GRANTS WILL BE NET OFANY TAXES GOOGLE IS REQUIRED BY LAW TO WITHHOLD. ALL TAXES IMPOSED ONGRANTS 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,Organization 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.
Organization is responsible for ensuring that it complies with all the applicable tax laws and filing
requirements. If Organization fails to provide such documentation or comply with such laws, Google
or Tides, as applicable, may, in its sole discretion, rescind the Grant.
5. License to Application Contents and Materials​: For the purpose of evaluating the Application
and announcing the Grants, Organization hereby grants to Google and its affiliates, partners, andrepresentatives 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 all materials submitted in the Application and any additional materials
provided by Organization to Google as part of the Application review process (​“Materials”​).
To help Google with its review of your Application, Google may disclose your Applicationand Materials to its employees, consultants, agents and other third parties. Your Applicationand ideas may become public and others exposed to your ideas, including but not limited toGoogle, may be working on similar ideas or technology now or in the future. By submitting
an Application, you waive any claim that information included in your Application orMaterials is proprietary or confidential.
All Organizations selected to receive a Grant will be required to sign a Grant agreement,
which will include a provision requiring that any intellectual property rights created with
Grant funds be provided free for any use under an open source license and widely
disseminated.
6. ​PRIVACY​: You and your Organization agree that your personal information and Organization’sinformation provided in the Application and Materials, including name, mailing 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 betransferred to countries outside the country of Organization's incorporation. Such other countries
may not have privacy laws and regulations similar to those of the country of Organization'sincorporation.
You have the right to access, review, rectify or cancel any personal data held by Google inconnection with the Application by emailing Google a​t ​womenandgirls-challenge@google.com​. 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/​.
7. PUBLICITY: By accepting a Grant, Organization agrees and consents to Google, its agencies,and Tides use of Organization’s name and logo, publicly available information about myOrganization, information about the Grant, and/or related materials approved by my Organization.
8. ​WARRANTY​: You warrant that you are acting within the scope of your authority as an employee,
officer or director of the Organization, and that the Organization has consented to you submitting anApplication on its behalf. You further warrant that your actions do not violate your Organization’s
policies and procedures. Each Organization warrants that the Application, the project described
therein and Materials do not (1) infringe any third party proprietary rights, intellectual property rights,
industrial property rights, database rights, personal or moral rights or any other rights, including
without limitation, copyright, trademark, patent, trade secret, privacy, publicity or confidentiality
obligations; (2) contain confidential or proprietary information; or (3) otherwise violate applicable law.
9. ​NOT AN OFFER OR CONTRACT OF EMPLOYMENT​: Under no circumstances shall thesubmission of an Application, the awarding of a Grant, or anything in these Terms be construed as
an offer or contract of employment with either Google. 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 or other relationship or implied-in-fact contract
now exists between you or your Organization and Google and that no such relationship isestablished by your Organization’s submission of an Application under these Terms.
10. FORUM AND RECOURSE TO JUDICIAL PROCEDURES: These Terms shall be governed by,subject to, and construed in accordance with the laws of the State of California, United States ofAmerica, excluding all conflict of law rules. If any provision(s) of these Terms are held to be invalid
or unenforceable, all remaining provisions hereof will remain in full force and effect.
11. ARBITRATION: ​By submitting an Application, your Organization agrees that exclusive
jurisdiction for any dispute, claim, or demand related in any way to your Organization’s Application
will be decided by binding arbitration. All disputes between your Organization and Google ofwhatsoever kind or nature arising out of these Terms, shall be submitted to Judicial Arbitration andMediation 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. Theparties agree to share equally in the arbitration costs incurred.

12. LIMITATION OF LIABILITY​. NEITHER GOOGLE NOR ITS EMPLOYEES, INTERNS,CONTRACTORS AND OFFICIAL OFFICE-HOLDERS OF GOOGLE, TIDES OR THEIR PARENTCOMPANIES, SUBSIDIARIES AND AFFILIATES (“​SPONSOR​”) WILL BE LIABLE FOR ANY LOSTREVENUE, LOSS OF GOODWILL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY SPECIAL,INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES (WHETHER OR NOT FORESEEABLEOR CONTEMPLATED BY THE PARTIES AS OF THE DATE ORGANIZATION SUBMITS A GRANTAPPLICATION. GOOGLE AND EACH OF THE OTHER SPONSOR’S TOTAL AGGREGATE
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO US$10,000.
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR: (i) DEATH ORPERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OR INTENTIONALMISCONDUCT; OR (ii) FRAUD OR FRAUDULENT MISREPRESENTATION.
13. ​WAIVER​. To the fullest extent permitted by law, You and Organization forever waive, release,and discharge any and all claims, demands, actions, and causes of action, whether related tobreach of contract, infringement of Intellectual Property Rights, unauthorized trade secret use ordisclosure, violation of law (including privacy) or tort claim (including negligence), against Google
and the other Sponsors in connection with Organization’s Grant Application and any Materials. YOUAND ORGANIZATION EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITSAFFORDED BY SECTION 1542 OF THE CALIFORNIA CIVIL CODE WHICH PROVIDES: ​A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASINGPARTY DOES NOT KNOW OR SUSPECT TO EXISTS IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM AND HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASEDPARTY​.
14. ​COVENANT NOT TO SUE​. Organization covenants not to sue, assert or bring any claim against
Google or the other Sponsors based in any part on the Organization’s Grant Application, anyMaterials used to evaluate the Grant Application or any Intellectual Property related thereto.
15. ​INDEMNITY​. Organization will defend and indemnify Google and the other Sponsors against all
liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any
allegation or third-party legal proceeding arising from (a) a breach of the warranties in Section 8, (b)any misrepresentation made by the Organization in connection with the Grant Application orMaterials; (c) any non-compliance by the Organization with these Terms; (e) acceptance,possession, misuse or use of any Grant; (f) infringement of any copyright, trademark, trade dress, patentor other intellectual property right, disclosure of trade secrets, violation of publicity or privacy, including
defamation; ​(g) violation of law, or (h) tort claim (including negligence). Google has the right toapprove controlling counsel. Such approval will not to be unreasonably withheld (and whichapproval 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.

16. ​MISCELLANEOUS​. All legal notices must be in English, in writing, and addressed to the otherparty’s primary contact, which for Google is ​legal-notices@google.com​. 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 matter.