Google Impact Challenge in the San Francisco Bay Area
OFFICIAL RULES
THIS CHALLENGE IS OPEN ONLY TO ORGANIZATIONS THAT HAVE A REGISTERED OFFICE IN THE
SAN FRANCISCO BAY AREA (AS DEFINED BELOW) AND ARE RECOGNIZED AS A NONPROFITORGANIZATIONACCORDINGTOTHE
ELIGIBILITY
CRITERIADESCRIBEDBELOW.
("ORGANIZATION"). ENTRY IN THIS CHALLENGE CONSTITUTES YOUR ACCEPTANCE OF THESE
OFFICIAL RULES.
The Google Impact Challenge in the San Francisco Bay Area (the “Challenge”) is a challenge whereparticipating Organizations submit grant applications and Videos (as defined below), which includes a
description of their mission, specific project idea and implementation plan, and track record (“Application”),
for the chance of being awarded a monetary and/or in­kind grant as described below (the “Award”). The
grant Applications will be evaluated by a team of Google employees and Advisors (as described below),
who will choose 15 Runners Up (as defined below) and 10 Finalists (as defined below) in accordance withthese Official Rules. The 4 Finalists whose Videos receive the most public votes will be chosen as the
Challenge winners (“Winners”). See below for the complete details.
1. BINDING AGREEMENT: In order to enter the Challenge, you must agree to these Official Rules(“Rules”) on behalf of your Organization. Therefore, please read these Rules prior to entry to ensure you
understand and agree. You agree that submission of an Application in the Challenge constitutes your andyour Organization’s agreement to these Rules. You may not submit an Application to the Challenge andyour Organization is not eligible to receive an Award described in these Rules unless you agree to theseRules. These Rules form a binding legal agreement between your Organization and Google with respect to
the Challenge.
2. ELIGIBILITY: To be eligible to enter the Challenge, you must:(a) be an authorized representative of an Organization that has a registered office in one of the following
counties in California: Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara,
Solano, or Sonoma (together, the “San Francisco Bay Area”); if your Organization is a fiscal sponsor
submitting the Application on behalf of a sponsored group, the sponsored group must also be located in the
San Francisco Bay Area;(b) be a registered US 501c3 public charity;(c) have access to the Internet as of March 3, 2014 in order to submit an Application and participate inother online aspects of the Challenge;(d) not discriminate on any unlawful basis in either hiring/employment practices or in the administration ofprograms and services;(e) not discriminate on the basis of sexual orientation or gender identity in hiring/employment practices; and(f) agree that if you receive an Award, it will be used for programs open to all persons regardless of religion
and will not be used for religious instruction.
The Challenge is void where prohibited by law. Google (as defined below) reserves the right to verify
eligibility and to adjudicate on any dispute at any time. These rules are binding on you, individually, and/or
your Organization. You warrant that you are acting within the scope of your employment, as an employee,
officer or director of Organization, and that such Organization has full knowledge of your actions and has
consented thereto, including the Organization’s potential receipt of an Award. You further warrant that youractions do not violate your Organization’s policies and procedures.
3. Google: The Challenge is organized by Google Inc. ("Google"), a company incorporated under the lawsof the United States whose principal place of business is at 1600 Amphitheatre Parkway, Mountain View,
CA 94043 USA.
4. APPLICATION PERIOD: The Challenge begins at 8:00 a.m. PT on March 3, 2014 and ends at 11:59
p.m. PT on March 31, 2014 (“Application Period”).
5. HOW TO ENTER: To enter the Challenge, visit the Challenge website located at g.co/bayareachallenge(“Challenge Site”) during the Application Period and follow the instructions for submitting an Applicationthat includes information about your Organization and your specific project idea and implementation plan.
The Application must meet the “Application Requirements,” described below.
LIMIT OF ONE (1) APPLICATION PER ORGANIZATION, EXCEPT IF THE APPLICATION IS BEINGSUBMITTED BY A FISCAL SPONSOR ON BEHALF OF A SPONSORED GROUP. Subsequent
Applications will be disqualified. All Applications must be received during the Application Period.
Applications are void if they are in whole or part illegible, incomplete, damaged, altered, counterfeit,
obtained through fraud, or late. All Applications will be deemed made by the authorized account holder ofthe email address submitted at the time of entry, and the person submitting an Application may be required
to show proof of being the authorized account holder for that email address. The "authorized accountholder" is the natural person authorized by the Organization to submit an Application and assigned to an
email address by an Internet service provider, online service provider, or other Organization responsible forassigning email address for the domain.
All Finalists (as defined below) will be required to submit a short video describing their Application (“Video”).
Google will pay for the creation of the Video, to be filmed at Google’s offices in Mountain View, San Bruno,
or San Francisco or at Finalist’s office, during the period between April 26, 2014 and May 14, 2014. Any
Finalist which does not submit a Video will be disqualified, and the Advisors (as defined below) will selectthe next highest scoring Application as a new Finalist. The Video will be used by the public to select theWinners, as described below.
6. APPLICATION REQUIREMENTS: The Application must meet the following Requirements:(a) It must not be derogatory, offensive, threatening, defamatory, disparaging, libelous or contain any
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, or otherwise does not comply withthe theme and spirit of the Challenge.
(b) It must not contain content, material or any element that is unlawful, or otherwise in violation of orcontrary to all applicable federal, state or local laws and regulations where the Application is created.
(c) 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 orthat is not within the spirit of the Challenge, as determined by Google, in its sole discretion.
(d) It must be an original, unpublished work that does not contain, incorporate or otherwise use any content,material or element that is owned by a third party or entity.
(e) It cannot contain any content, element, or material that violates a third party’s publicity, privacy orintellectual property rights.
(f) It must be in English.

(g) It must be submitted by an Organization that has a registered office in the San Francisco Bay Area. If
your Organization is a fiscal sponsor submitting the Application on behalf of a sponsored group, thesponsored group must also be located in the San Francisco Bay Area.
(h) It must be submitted by an Organization that is a registered US 501c3 public charity.
During the Application Period, Google, its agents and/or the Advisors (as defined below) will be evaluatingeach Application to ensure that it meets the Application Requirements. Google reserves the right, in its sole
discretion, to disqualify any Organization which submits an Application that does not meet the Application
Requirements.
7. JUDGING: A team of Google employees and external experts (collectively, the “Advisors”) will selectthe top 25 Applications. If the top 25 Applications pass the required legal due diligence, they will beselected as award recipients (“Award Recipients”). The Advisors will evaluate each Application based on
the following criteria (“Criteria”):(a) Community impact. How will the proposed project improve the lives of local residents? How
many people will be affected if successful and to what extent?
(b) Innovation. Does the project tackle the issue it seeks to address in a new and creative way?
(c) Scalability. If successful, how easily can this project scale? Can this proposal serve as amodel for other communities?
(d) Feasibility. Does the team have a well­developed, realistic plan to execute on the proposal?
Have they identified the right partners for implementation?
Out of the pool of Award Recipients, the 15 Applications that receive the lowest scores will be selected as
the runners up (“Runner(s) Up”), and the 10 Award Recipients that receive the highest overall scores will
be selected as the finalists (“Finalist(s)”). In the event of a tie, the Application that received the higherscore from the Advisors in the category of “Innovation” will be selected as one of the or Runners Up or
Finalists. In the event an Organization is disqualified for any reason during any phase of the Challenge, theApplication that received the next highest total score during the relevant phase will be chosen as the Award
Recipient, Runner Up or Finalist, as appropriate.
In order to permit Google to select the Award Recipients, Runners Up, and Finalists, an Organization may
be required to submit additional information, including but not limited to the following:(a) Audited financial statements;(b) Relevant bank wire information;(c) Recent bank statements;(d) Full list of full legal names of senior leadership, trustees, and board members;(e) Relevant information on any government affiliation or public funding;(f) Further details or information on Organization’s project idea and implementation plan; and(g) 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 an Organization does not respond to the request for additional information within 2 days from the first
notification attempt, then such Organization will be disqualified.

During the period of April 1, 2014 and May 21, 2014, the Award Recipients will be selected and notified by
telephone and/or email, at Google’s discretion. All Award Recipients will be required to sign a grant
agreement, as described below. If an Award Recipient does not sign a grant agreement, then such Award
Recipient will be disqualified and an alternate Award Recipient will be selected from among all eligible
Applications received based on the judging criteria described herein. With respect to notification by
telephone, such notification will be deemed given when the Award Recipient engages in a live conversation
with Google or when a message is left on the Award Recipient’s voicemail service or answering machine by
Google, whichever occurs first. All notification requirements, as well as other requirements within theseRules, will be strictly enforced.
8. PUBLIC VOTE: Four Applications will be chosen as Winners by the public based on the public’s vote on
the Videos submitted by each Finalist. Google will provide assistance to each Finalist in preparing theVideo. The public voting will be done online through the Challenge Site and will take place between May 22,2014 and June 2, 2014. In the event of a tie, the Application that received the higher score from theAdvisors in the category of "Innovation” will be selected as one of the Winners. Determinations of theAdvisors and the public are final and binding.
9. AWARDS:
Winners: Each of the four Winners will receive:● $500,000 grant funding;● technical assistance from Google; and● semi­private co­working space for up to 5 team members for up to 1 year; and support for 2 events.
Remaining Finalists: Each of the six Finalists not selected as Winners will receive:● $250,000 grant funding;● technical assistance from Google; and● semi­private co­working space for up to 5 team members for up to 1 year.
Runners Up: Each of the 15 Runners Up will receive:● $100,000 grant funding
10. AGREEMENTS: All selections of Award Recipients are subject to a legal due diligence review of each
Organization, and the execution of a grant agreement between Google (and/or its donor processing agent,Tides Foundation) and each Organization. If the Organization (whether selected by the Advisors or by the
public) does not pass the legal due diligence review (as determined by Google and/or its donor processing
agent, Tides Foundation, in their sole discretion) or if the Organization does not sign a grant agreement,
Google will select another Organization as a Runner Up or Finalist, or in the case of an Winner, the Finalist
with the next highest number of public votes. If an Organization is chosen as a Finalist, the Organization
will receive, if it desires, co­working office space in the Bay Area, provided the Finalist signs an agreement,
as applicable.
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, as described for any reason. Value is subject to market
conditions, which can fluctuate and any difference between actual market value and approximate retailvalue will not be awarded.

11. TAXES: MONETARY AND/OR IN­KIND GRANTS TO AWARD RECIPIENTS ARE SUBJECT TO THE
EXPRESS REQUIREMENT THAT THEY SUBMIT TO GOOGLE ALL DOCUMENTATION REQUESTEDBY GOOGLE TO PERMIT IT TO COMPLY WITH ALL APPLICABLE STATE, FEDERAL, AND LOCALTAX REPORTING AND WITHHOLDING REQUIREMENTS. ALL AWARDS WILL BE NET OF ANY TAXESGOOGLE IS REQUIRED BY LAW TO WITHHOLD. ALL TAXES IMPOSED ON AWARDS ARE THE SOLERESPONSIBILITY OF THE AWARD RECIPIENTS. In order to receive an Award, Award Recipients must
submit the tax documentation requested by Google or otherwise required by applicable law, to Google or the
relevant tax authority, all as determined by applicable law. The Award Recipient is responsible for ensuringthat it complies with all the applicable tax laws and filing requirements. If an Award Recipient fails toprovide such documentation or comply with such laws, the award may be forfeited and Google may, in its
sole discretion, select an alternative Runner Up, Finalist, and/or Award Recipient, as appropriate.
12. GENERAL CONDITIONS: All federal, state and local laws and regulations apply. Google reserves theright to disqualify any Organization from the Challenge if, in Google’s sole discretion, it reasonably believes
that the Organization has attempted to undermine the legitimate operation of the Challenge by cheating,deception, or other unfair practices or annoys, abuses, threatens or harasses any other Organizations,
Google, or the Advisors.
13. INTELLECTUAL PROPERTY RIGHTS: The Organization retains ownership of all intellectual andindustry property rights (including moral rights) in all materials submitted to the Challenge Site or to Google
or its representatives as part of its Application, including, without limitation, photographs, comments,
information, text, video, feedback, creative ideas, suggestions, or other materials (each a “Submission” andcollectively, the “Submissions”). All Award Recipients hereby grant to Google and its affiliates, partners,
and representatives a nonexclusive, royalty­free, perpetual, irrevocable, and fully sublicensable right to use,
reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display theAward Recipient’s Submission, in whole or in part, throughout the world in any form, media, or technology,
including all promotion, marketing, publicity, and any other uses thereof related to the Challenge, without
notice or attribution to you, the Organization, or any other entity or person and without obtaining any further
permission or license or making any payment whatsoever, to the maximum extent permitted by law, andyou acknowledge that Google has no obligation to use your Submission.
Any material an Organization submits to the Challenge Site or to Google or its representatives andpartners is not confidential or proprietary and Google and its representatives and partners shall be
under no obligation to maintain the confidentiality of any content submitted.
All Award Recipients will be required to sign a grant agreement, which will include a provision
requiring that any intellectual property rights created with Award funds must be placed and widely
disseminated in the public domain, free for any use.
14. PRIVACY: Organizations agree that personal data entered during the registration, including name,mailing address, phone number, and email address may be processed, stored, shared and otherwise used
for the purposes of administering the Challenge and within the context of the Challenge.
Organizations also understand this data may be used by Google in order to verify an Organization’s
identity, postal address and telephone number in the event an Application qualifies for an award.
Organizations have the right to access, review, rectify or cancel any personal data held by Google inconnection with the Challenge by writing to Google at the address listed above. If an Organization does notprovide the data required at registration, that Organization’s Application will be ineligible. All personal
information that is collected from the Organization is subject to Google’s Privacy Policy, located at:
http://www.google.com/intl/en/policies/privacy/.
15. PUBLICITY: By accepting an Award, Organization agrees and consents to Google and its agencies
use of Organization’s name and/or likeness to name the Organization for a reasonable time during and after
completion of the Challenge without additional compensation in promotional material of Google (or its
agents) as a Runner Up, Finalist, or Award Recipient of the Challenge without additional compensation,
unless prohibited by law. Organization’s information may also be transferred to countries outside thecountry of Organization's incorporation. Such other countries may not have privacy laws and regulations
similar to those of the country of Organization's incorporation.
16. WARRANTY AND INDEMNITY: Organizations warrant that their Applications are their Organization’s
original work and, as such, the Organization is the sole and exclusive owner and rights holder of thesubmitted Application and that it has the right to submit the Application in the Challenge and grant all
required licenses. Each Organization agrees not to submit any Application that (1) infringes any third party
proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any otherrights, including without limitation, copyright, trademark, patent, trade secret, privacy, publicity or
confidentiality obligations; or (2) is confidential or proprietary information; or (3) otherwise violates theapplicable state, federal or local law. To the maximum extent permitted by law, each Organizationindemnifies and agrees to keep indemnified employees, interns, contractors, and official office­holders of
Google, or their parent companies, subsidiaries, affiliates (“Challenge Entities”) at all times from andagainst any liability, claims, demands, losses, damages, costs and expenses resulting from any act,
default or omission of the Organization and/or a breach of any warranty set forth herein. To the maximum
extent permitted by law, each Organization agrees to defend, indemnify and hold harmless the Challenge
Entities from and against any and all claims, actions, suits or proceedings, as well as any and all losses,
liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing
from (a) any Application or other material uploaded or otherwise provided by the Organization that infringes
any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person
or defames any person or violates their rights of publicity or privacy, (b) any misrepresentation made by theOrganization in connection with the Challenge; (c) any non­compliance by the Organization with theseRules; (d) claims brought by persons or entities other than the parties to these Rules arising from or related
to the Organization’s involvement with the Challenge; (e) acceptance, possession, misuse or use of any
award or participation in any Challenge­related activity or participation in this Challenge; (f) any malfunction
or other problem with the Challenge Site; (g) any error in the collection, processing, or retention of entry
information; or (h) any typographical or other error in the printing, offering or announcement of any award or
Winners.
17. ELIMINATION: Any false information provided within the context of the Challenge by any Organization
concerning identity, mailing address, telephone number, email address, ownership of right ornon­compliance with these Rules or the like may result in the immediate elimination of the Organizationfrom the Challenge.
18. INTERNET: Challenge Entities are not responsible for any malfunction of the entire Challenge Site or
any late, lost, damaged, misdirected, incomplete, illegible, undeliverable, or destroyed Applications due tosystem 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 an Organization’s ability toparticipate.
19. 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 Organization
which tampers with the submission process or any other part of the Challenge or Challenge Site. Any
attempt by an Organization to deliberately damage any web site, including the Challenge Site, or undermine
the legitimate 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 Organization to the fullest extent of
the applicable law.
20. NOT AN OFFER OR CONTRACT OF EMPLOYMENT: Under no circumstances shall the submission of
an Application into the Challenge, the awarding of an Award, or anything in these Rules be construed as anoffer or contract of employment with either Google, or the Challenge Entities. You acknowledge that you
have submitted your Application voluntarily and not in confidence or in trust. You acknowledge that no
confidential, fiduciary, agency or other relationship or implied­in­fact contract now exists between you or
your Organization and Google or the Challenge Entities and that no such relationship is established by yoursubmission of an Application under these Rules.
21. 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 other procedure in case of
disputes or claims resulting from or in connection with this Challenge are hereby excluded, and all
Organizations expressly waive any and all such rights.
22. ARBITRATION: By entering the Challenge, you agree that exclusive jurisdiction for any dispute, claim,
or demand related in any way to the Challenge will be decided by binding arbitration. All disputes between
you and Google of whatsoever kind or nature arising 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 the arbitration costs incurred.
23. RUNNERS UP, FINALISTS AND WINNERS: The Finalists and Runners Up will be announced on the
Challenge Site on or about May 22, 2014, and the four Winners will be announced on the Challenge Site on
or about June 3, 2014.