Llama Impact Innovation Award Program

Terms & Conditions

Last Updated 06/13/2024

Only individuals affiliated with a valid business, non-profit organization, academic institution, or research institute (each an “Organization” and collectively “Organizations”) can apply to participate.

These terms and conditions for the Meta Llama Impact Innovation Award Program (“Award Terms”) govern the participation of individuals and the Organizations they represent.

OVERVIEW: The Meta Llama Impact Innovation Award Program (“Award Program”) is being managed by Meta Platforms, Inc. located at 1601 Willow Rd. Menlo Park, CA 94025 (“Grantor”, or “Meta”). This Award Program is subject to the laws and exclusive jurisdiction of the U.S. to the maximum extent permitted by law. Individuals affiliated with an Organization (each a “Applicant” and collectively “Applicants” as defined below) can submit proposals (each a “Proposal” and collectively “Proposals”) from June 17, 2024 until July 26, 2024. Each Proposal must demonstrate how they are already using the Llama 2 or 3 open-source language application to address environmental impact, public service, or open innovation challenge area (“Award Purpose”). Upon review and approval of each Proposal, up to 13 applicants will be selected from the regions in Africa, the Middle East, and Turkey (AMET); Asia Pacific (APAC); and Latin America (LATAM). By participating in this Award Program, Applicants and Organizations agree that the Proposal(s) and elements thereof may be used by Grantor and Released Parties (as defined below) for marketing and promotional purposes as further described in the Publicity section below, and if selected as a winner or runner up, you may be asked to sign a Meta Marketing Agreement.

Award Process & Steps	Tentative Deadlines (May be subject to change at Grantor’s sole discretion)
Submit Proposal	June 2024 - July 2024
Evaluation	July 2024 - August 2024
Verification Review of Applicants	August 2024 - September 2024
Notification of Awardees	September 2024
Announcement of Winning Organizations	September 2024

THESE AWARD TERMS ARE A LEGAL CONTRACT BETWEEN APPLICANTS AND THE GRANTOR AND GOVERN APPLICANT’S PROPOSAL TO AND PARTICIPATION IN THE AWARD PROGRAM AND GOVERN THE ORGANIZATIONS THEY REPRESENT. BY SUBMITTING A PROPOSAL FOR THE AWARD PROGRAM, APPLICANT REPRESENTS THAT: (1) APPLICANT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE AWARD TERMS AND BY ALL THE DECISIONS OF THE GRANTOR AND ANYONE APPOINTED BY THE GRANTOR RELATING TO THE AWARD PROGRAM AND THE AWARD, WHICH SHALL BE FINAL IN ALL RESPECTS; (2)APPLICANT SATISFIES ALL OF THE ELIGIBILITY REQUIREMENTS; AND (3) APPLICANT HAS THE AUTHORITY TO ENTER INTO THESE AWARD TERMS PERSONALLY AND AS A “REPRESENTATIVE” OF THE ORGANIZATION FOR WHICH APPLICANT IS SUBMITTING A PROPOSAL, AND LEGALLY BIND THAT ORGANIZATION (AND BE BOUND) TO COMPLY WITH THESE AWARD TERMS. PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE GRANTOR IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Grantor will make a new copy of the Award Terms available on the Award Program website (“Website”). Grantor will also update the “Last Updated” date at the top of the Award Terms.

IF APPLICANT AND ORGANIZATION DO NOT AGREE TO BE BOUND BY THESE AWARD TERMS, APPLICANT NOR ORGANIZATION MAY PARTICIPATE IN THE AWARD PROGRAM.

ELIGIBILITY: This Award Program is open to Organizations located in AMET, APAC, and LATAM where local law does not prohibit their participation or the receipt of an award. Applicants and/or Organizations that are (i) the target of any trade sanctions or export control restrictions administered or enforced by the U.S., EU, United Nations, or UK; (ii) acting on behalf of anyone else who is the target of such trade sanctions or export control restrictions; or (iii) organized or located in Belarus, China, Russia, Ukraine, or any country or region that is the target of comprehensive economic or financial sanctions (e.g., Crimea, Donetsk, and Luhansk regions of Ukraine, Cuba, North Korea, Iran, and Syria, as such list may be amended) are not eligible to participate.

Each Organization must adhere to the following requirements: i) must not be an individual, a sole proprietor, or sole-owner entity in the jurisdiction where it is formed, ii) be an entity that is duly formed prior to June 1, 2023, and in good standing under the laws of the jurisdiction in which the Organization was formed, and iii) have the legal right to participate in this Award Program and its participation will not violate any agreement or obligation between the Organization and any third-party, and (iv) must appoint and authorized one individual (the “Applicant”) to represent, act, and submit a Proposal on behalf of the Organization. The Applicant must be an employee of or affiliated with the Organization, and must be at least eighteen (18) years of age and the age of majority in the Applicant’s jurisdiction of residence.

Individuals who are employees, contractors, or personnel of the Grantor, or are an immediate family member of the aforementioned, are not eligible to participate in this Award Program. For purposes of this Award Program, the term “family member” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.

By participating in this Award Program, each Organization and Applicant acknowledges and agrees that they have carefully read and understand these Award Terms. Each Organization and Applicant understands that they are bound by these Award Terms. Participation in this Award Program is void where prohibited or otherwise restricted by law. Each Organization and Applicant is responsible for complying with all applicable local, state, provincial, territorial, and federal laws and regulations.

Participation in the Award Program and use of certain Meta products and services (“Services”) may be subject to additional terms, including, without limitation, Facebook’s Terms of Service (https://www.facebook.com/legal/terms), the Llama 2 and Llama 3 Community License Agreement (https://ai.meta.com/llama/license/), the Llama 2 and Llama 3 Acceptable Use Policy (https://ai.meta.com/llama/use-policy/), and the Facebook Data Policy (https://www.facebook.com/policy.php) (collectively, “Supplemental Terms”). If these Award Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the use of each Service. These Award Terms and any applicable Supplemental Terms are collectively referred to herein as the “Terms.”

SUBMIT A PROPOSAL: The Proposal must provide a solution to the Award Purpose using the Llama 2 and/or Llama 3 technology, upholds responsible tactics, and can demonstrate the utility of Llama 2 and/or Llama 3 for their business purposes.

Starting on June 17, 2024 - July 26, 2024, Proposals can be submitted at https://meta-research.smapply.io/prog/meta_llama_impact_innovation_awards/. The following information is required: Name of Applicant for the Organization who must be Eighteen (18) years of age and the age of majority in Applicant’s jurisdiction of residence, Email, City/Country of Residence, Employment Affiliation, Description of how their Proposal meets the Award Purpose, Description of the responsible practices exhibited by the Proposal and Description of Applicants ability to meaningfully scale the Proposal. All required information must be provided in the Proposal or it will be disqualified. Proposals must be received by no later than 11:59 p.m. PST on July 26, 2024.

The Proposal must meet all of the following requirements or the associated Organization may be disqualified:

Proposals must be submitted in English.
All proposals should include a link to public acknowledgement and description of the use
of Llama 2 or 3 for the submitted project. Accepted sources include, but are not limited to,
the organizations’ web page, news articles, GitHub repositories, or public blog posts.
Applicants should clearly articulate how their Proposal directly relates to the track area for their region, as listed below. Additional details on each track can be found on the program
web page: https://meta-research.smapply.io/prog/meta_llama_impact_innovation_awards/.
1. Africa, Middle East, and Turkey (AMET): Education, Public services, Healthcare,
  Safety and Security
2. Asia Pacific (APAC): Education, Economic development, Trust & safety
3. Latin America (LATAM): Education & Culture, Environment & Sustainability,
  Economic development
Proposal must only include content about persons or entities from whom the Organization
has all necessary permissions and rights, including, if applicable, permission from any
referenced or depicted minor’s parent or legal guardian.
Proposal must not infringe, misappropriate, or violate any rights of any third-party
including, without limitation, copyright (including moral rights), trademark, trade secret, patent or rights of privacy or publicity. To the extent the Proposal includes any third-party content, Organization must have all rights, licenses and permissions to use the third-party content in accordance with the Terms, and must provide proof of such third-party rights, licenses and permissions upon request by Grantor.
Proposal must comply with all applicable federal, national, provincial, state, territorial, and local laws, rules, or regulations in connection with participating in the Award Program.

APPLICATION DATA: In completing and submitting a Proposal to participate in the Award Program, Applicant agrees to: (a) provide true, accurate, current and complete information about the Applicant and Organization as prompted by the Grantor and (b) maintain and promptly update any such data or information, as necessary, to keep it true, accurate, current and complete. If any information Applicant provides is untrue, inaccurate, not current or incomplete, Grantor has the right to terminate Applicant’s application for the Award Program and/or Applicant’s access to the Services, and may withhold any awarded funds. Each Applicant and personnel at the Organization may undergo various compliance screenings as a condition of Award Program participation. Applicant and Organization agree to provide any additional requested information or complete additional documentation needed to perform the screening at Grantor’s request.

SHARING INFORMATION: In order to facilitate the Award Program, Applicant and Organization permit Grantor to disclose, exchange, and otherwise provide the Award Program partners or service providers of the Grantor any and all information collected by Grantor for the purpose of administering this program, evaluating Applicant and Organization’s ability to qualify for the Award, and/or otherwise carrying out any aspect of the Award Program. For more information regarding use of personal information review the Facebook Data Policy (https://www.facebook.com/policy.php).

THIRD PARTY WEBSITES: In order to access certain features of this Award Program, Applicants may be required to access third party websites (“Third Party Websites”). In such cases, Applicants may be required to create an account on the Third Party Website. Applicants acknowledge that (1) their use of a Third Party Websites may be subject to separate terms between Applicants and such third party, and (2) the Grantor is not responsible for any of Applicants activities on the Third Party Website.

EVALUATION: All eligible Proposals will be reviewed and rated by the Grantor and partner organizations as applicable according to the following criteria:

Category	Judging criteria
Demonstrated use of Llama	Llama 2 or 3 should be a fundamental component of the project or product, and its utility should be clearly defined. As a part of this evaluation, Applicants are required to submit public reference to their use of Llama 2 or 3 (e.g., blog post, news article, or Github repository mentioning the use of Llama 2 or 3 for the project or product).
Applicability	The proposed solution measurably addresses the challenge outlined in their designated track.
Impact	The proposed solution articulates a vision for how their solution impacts the broader problem space and provides social benefit. This might include how the solution works across geographies, addresses the needs of additional communities, or similar.
Responsibility	Ideal awardees will be able to demonstrate how they utilized the Responsible Use Guidelines (https://ai.meta.com/static-resource/responsible-use-guide/) in the development of their project or product.

The Organizations with the Proposals that rate the highest will then be subject to a verification process by the Grantor. Third-party companies may be used by the Grantor to conduct checks, including but not limited to, routine “Know Your Customer” checks, which may include screening, verifying, and checking the credentials and banking information of the Organization. The Organization Representative of each winning Proposal will be notified by the end of September 2024.

AGREEMENT TO ADDITIONAL TERMS: If you are selected to participate in the Award Program, you may be required to enter into additional agreements or supplementary terms as a condition of receiving further consideration for an award.

AWARD RECIPIENT NOTIFICATION/ANNOUNCEMENT: The Organizations that will receive awards will be notified in September, 2024. The formal announcement of the Organizations receiving the Award Funds will happen on or around the end of September or early October 2024. The public announcement of the Organizations receiving the Award Funds will be shared online via Grantor’s social media channels and blog, including, but not limited to, the Llama developer newsletter, among other fora.

AWARD AMOUNT: This Award Program has up to thirteen (13) Awards available. Awards will only be given to a valid Organization (no individual person or Organization Representative will receive the award).

AWARD FUND RESTRICTIONS: Each Organization represents, covenants, and warrants that: (i) it is qualified to receive the Award Funds; (ii) it is in compliance with all applicable laws, regulations, statutes, and other legal requirements of any governmental, municipal, statutory, or regulatory authority, and the Organization has not received any notice or communication from any governmental authority regarding any actual, alleged, or potential violation of or failure to comply with any legal requirements; (iii) it shall exercise due care and act in good faith at all times in performance of its obligations under these Terms and the receipt of said Award Funds; (iv) it possesses all right, power and authority to agree to these Terms; and (v) it does not discriminate against any individual or entity on the basis of any protected characteristic.

Each Organization will manage the Award Funds in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, local, and institutional standards. In the course of utilizing the Award Funds, the Organization will comply with all applicable laws and regulations prohibiting money laundering or any activity that facilitates money laundering or the funding of terrorist or criminal activities, including, but not limited to, any applicable provision of The Currency and Foreign Transactions Reporting Act of 1970 (also known as the “Bank Secrecy Act”), the USA PATRIOT Act of 2001, the Anti-Money Laundering Act of 2020, prohibitions against laundering of monetary instruments (18 U.S.C. § 1956) and engaging in monetary transactions in property derived from specified unlawful activity (18 U.S.C. § 1957), and the rules and regulations thereunder). The Organization agrees to manage the Award Funds in compliance with economic or financial sanctions and embargo programs imposed, administered, or enforced by the United States, United Kingdom, European Union, or United Nations (including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State). Further, the Organization will ensure the Grant Funds will not be used, directly or indirectly: (i) to support activities, individuals, or entities that are (a) the target of any applicable economic or financial sanctions or export control restrictions, including persons on OFAC’s List of Specially Designated Nationals or entities owned or controlled by such persons; or (b) located, organized, or ordinarily resident in a country or territory which, at any time, is itself the subject of comprehensive economic or financial sanctions, unless such activities are fully authorized by the U.S. government under applicable law; (ii) for any purpose prohibited by applicable export controls, including nuclear, chemical or biological weapons, or missile technology applications without the required government authorizations; (iii) to support activities in other countries prohibited from participating in the Llama Impact Grants, including Russia, China, Belarus, and Ukraine; (iv) to improperly influence any act or decision relating to the Project, including by assisting any party to secure an improper advantage; (v) to influence the outcome of any election for public office or to carry on any voter registration drive; or (vi) to engage in lobbying activities" (or "to engage in efforts to advocate for changes to regulations, laws, or other government policies").

Grantor reserves the right to discontinue, modify, or withhold any payment or to require a total or partial refund of any Award Funds if, in Grantor’s sole discretion, such action is necessary: (i) because the applicable Applicant or Organization has not fully complied with the Award Purpose or with these Terms; (ii) to protect the Award Purpose or any other charitable activities of Grantor; (iii) to comply with the requirements of any law or regulation applicable to the Applicant, Organization, Grantor, or this Award Program; (iv) if Organization is in breach of its undertakings under the Compliance section of these Terms; or (iv) because, by action or omission, Applicant/Organization or any of Applicant/Organization’s representatives have committed fraud with respect to the Award Purpose or any report or communication to Grantor is found by Grantor to be inaccurate or misleading in any material respect. Grantor does not waive any additional rights it may have beyond this refund.

COMPLIANCE: Applicants and Organizations selected to receive an Award as part of the Award Program agree not to use the Award in any way, directly or indirectly, in violation of applicable export control laws or trade sanctions, in violation of applicable laws and regulations prohibiting money laundering, or to facilitate any act that would constitute bribery or an illegal kickback, an illegal campaign contribution, or would otherwise violate any applicable anti-corruption or political activities law. If Organization becomes aware of any violation or suspected violation of this Section (“Compliance”) or any applicable anti-corruption laws, rules, or regulations, it must provide prompt written notice to Grantor by emailing Legal-Notices@meta.com and setting forth the relevant facts and circumstances. Organization will, consistent with applicable laws, cooperate with Grantor in good faith to review any suspected violations of this section (Compliance), including by providing reasonable access to relevant documentation.

INTELLECTUAL PROPERTY: Each Applicant and Organization that submits an Application hereby grant to Grantor and its affiliates a nonexclusive, non-sublicensable, nontransferable, irrevocable, and royalty-free right and license to use, reproduce, distribute and publish the Proposal for purposes of administering the Award Program.

The Organizations that receive the Award Funds and the Organization’s Applicants acknowledge and agree that any intellectual property funded, created, or developed through their use of the Award Funds (“Developed IP”) shall be Organization’s sole property and the Organization shall hold all rights and copyrights therein, subject to any third party rights, including Meta’s ownership of Llama Materials and derivatives made by or for Meta, in accordance with the Llama 2 and Llama 3 Community License Agreement. Each Organization that receives the Award Funds hereby grants and agrees to grant to Grantor and its affiliates a perpetual, nonexclusive, non-sublicensable, nontransferable, irrevocable, and royalty-free right and license to use, reproduce, distribute and publish the Developed IP and any derivatives thereof.

TAX OBLIGATIONS: To the fullest extent allowable under applicable law, all national, federal, state, territorial, provincial, prefectural, and/or other applicable taxes arising from participation in the Award Program or the award of the Award Funds as may be required by applicable tax authorities in the jurisdiction in which the winning Organization is located is the sole responsibility of the winning Organization. The winning Organizations will provide Meta with applicable tax ID, tax forms, documents, or certifications as may be required by applicable law for Meta to satisfy any tax information reporting and/or withholding tax obligations with respect to any payments hereunder prior to receiving any Award Funds. Where applicable, Meta shall be entitled to deduct and withhold from any consideration payable such amounts as are required to be deducted or withheld therefrom under any provision of applicable laws. Notwithstanding the preceding sentence to the contrary, Meta will not withhold taxes (or will withhold taxes at a reduced rate) with respect to any amount payable to the winning Organization, if the winning Organization timely provides Meta with valid documentation claiming the benefits of an applicable income tax treaty (on IRS Form W-8BEN or other applicable documentation).

PAYMENT SCHEDULE: The Grantor shall transfer the Award Funds in one (1) lump sum to each winning Organization within one hundred twenty (120) days following the September 2024 announcement period. Payment of the Award is subject to compliance with these Terms. The Grantor may, in its reasonable discretion, modify payment dates or amounts and will notify the applicable Organization of any such changes in writing.

PUBLICITY: The Release Parties (as defined below) may include the name, logo, likeness, image, biographical information and/or statement(s) of the winners or runners up Applicant and Organizations in any publications, press releases, or other public communications to factually describe the Organization and the Award Funds awarded without the Applicant or the Organization’s prior written consent, for publicity and marketing purposes worldwide and in all forms of media now known or hereafter devised in perpetuity, without advance notice to or compensation to said Applicant or Organization(s).

SEVERABILITY: Each provision of these Terms must be interpreted in a way that is enforceable under applicable law to the maximum extent permitted by law. If any provision is held unenforceable, the rest of the Terms will remain in effect to the maximum extent permitted by law.

RELEASE: THE APPLICANT/ORGANIZATION HEREBY WAIVES, RELEASES, COVENANTS NOT TO SUE, DISCHARGES GRANTOR AND ITS TRUSTEES CORPORATE PARENTS, SUBSIDIARIES, AFFILIATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS, (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY KIND (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO THE AWARD PROGRAM OR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERACTIONS WITH OR CONDUCT OF OTHER USERS OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF THE TERMS OR YOUR PARTICIPATION IN THE AWARD PROGRAM OR USE OF SERVICES. THE FOREGOING RELEASE, WAIVER, AND COVENANT NOT TO SUE, INCLUDES, BUT IS NOT LIMITED TO, CLAIMS ARISING UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY, OR ANY OTHER THEORY.

INDEMNIFICATION: Applicants/Organization agree to indemnify and hold the Release Parties harmless from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Applicant/Organization data, including, without limitation, any inaccuracies therein; (b) Applicant/Organization violation of the Terms and Award Program Terms; (c) Applicant/Organization violation of any rights of another party, including any infringement of the intellectual property rights of a third-party including patent, copyright, trademark, trade secret, or other proprietary right by Applicant/Organization; (d) The negligent act or omission or willful misconduct of Applicant/Organization, its affiliates, directors, officers, employees, or agents; (e) Applicant/Organization’s participation in the Award Program; (f) Grantor’s use of any submitted Proposal; or (g) Applicant/Organization’s violation of any applicable laws, rules or regulations. The Indemnified Parties reserve the right, at each of their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Applicant/Organization, in which event Applicant/Organization will fully cooperate with the applicable Indemnified Party in asserting any available defenses.

DISCLAIMER OF WARRANTIES AND CONDITIONS: As-Is. APPLICANT/ORGANIZATION EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE

SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USE OR ENJOYMENT.

(a) GRANTOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET APPLICANT/ORGANIZATION’S REQUIREMENTS; (2) APPLICANT/ORGANIZATION'S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRANTOR OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY:

(a) DISCLAIMER OF CERTAIN DAMAGES. APPLICANTS UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE AWARD PROGRAM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF AN RELEASED PARTY FOR ANY INJURY CAUSED BY AN RELEASED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

(b) CAP ON LIABILITY: UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE TO APPLICANT/ORGANIZATION FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN RELEASED PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY AN RELEASED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A RELEASED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

(c) BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE AWARD PROGRAM ENTITIES AND APPLICANT/ORGANIZATION.

GENERAL CONDITIONS: If the Grantor determines at any time in its sole discretion that an Organization is disqualified, ineligible, or in violation of these Terms, the Grantor reserves the right in its sole discretion to select an alternate Organization to receive the Award Funds, even if the disqualified Organization may have been shown or announced. If the Award Program is not capable of running as planned for any reason, the Grantor reserves the right, in its sole discretion, to cancel, modify or suspend the Award Program. In the event there is an alleged or actual ambiguity, discrepancy, or inconsistency between disclosures or other statements contained in any Award Program-related materials and these Award Terms (including any alleged discrepancy or inconsistency within these Grant Terms), it will be resolved by the Grantor in its sole discretion. Grantor’s failure to (or decision not to) enforce any provision in these Award Terms will not constitute a waiver of that or any other provision. The invalidity or unenforceability of any provision of these Award Terms will not affect the validity or enforceability of any other provision. If any provision is determined to be invalid or otherwise unenforceable or illegal, these Award Terms will otherwise remain in effect and will be construed in accordance with their Award Terms as if the invalid or illegal provision were not contained in these Award Terms.

Nothing in these Award Terms shall be construed as creating a partnership, joint venture, agency, or any other relationship other than grantor/grantee between the Award and Organizations or any of their beneficiaries. Neither the Grantor/Organization has any right or authority to obligate or bind the other in any manner whatsoever beyond these Award Terms.

FORCE MAJEURE: Without limiting any other provision in the Award Terms, the failure of Grantor to comply with any provision of these Grant Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, strikes, epidemics, pandemics, actions of governmental authorities outside of the control of Grantor (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.

DISPUTE RESOLUTION; GOVERNING LAW; JURISDICTION: All participants acknowledge and understand that they are applying for an Award administered from the U.S. and acknowledge that the Award is subject to the laws and exclusive jurisdiction of the U.S. State of California to the maximum extent permitted by law. The Award Program including (i) the Award, (ii) the awarding or redemption of the Award and/or (iii) the determination of the scope or applicability of these Award Terms or their enforcement or interpretation; (iv) the Services; and (v) any dispute arising under or related thereto (whether for breach of contract, tortious conduct, or otherwise) will be governed by the laws of the State of California, USA, without giving effect to its conflicts of law or choice of law principles or rules that would cause the application of the laws of any other jurisdiction. Any legal actions, suits or proceedings related to the Award Program (whether for breach of contract, tortious conduct, or otherwise) will be brought exclusively in the state or federal courts located in or having jurisdiction over San Mateo County, California, USA, and each Applicant/Organization accepts and submits to the personal jurisdiction of those courts with respect to any legal actions, suits or proceedings arising out of or related to the Award Program. Except where prohibited by law, any and all disputes, claims, and causes of action between an applicant and an Award Program Party arising out of or connected with the Award Program or these Award Terms must be resolved individually, without resort to any form of class action.