PLEASE READ THIS ORGANIZATION PARTICIPANT AGREEMENT
By registering and clicking "I agree to this Organization Agreement", you agree to be bound by the terms of this Organization Participant Agreement ("Agreement") and it forms a binding legal agreement between Google LLC, having a principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043 ("Google"), and your open source organization ("Organization") with respect to Google Season of Docs 2023 (the "Program").
If you are accepting on behalf of your open source organization, you represent and warrant that (i) you have full legal authority to bind your organization to these terms and conditions, (ii) you have read and understand this Agreement, and (iii) you agree, on behalf of the organization that you represent, to this Agreement. If you don't have the legal authority to bind your organization to these terms and conditions, please do not click the "I agree to this Organization Agreement" button.
The words "include" and "including" as used in this Agreement mean "including but not limited to."
- 1. Program Rules. This Agreement incorporates the Google Season of Docs 2023 Program Rules ("Program Rules"). The Program Rules constitute part of this Agreement. All capitalized terms used herein that are not otherwise defined will have the meaning given them in the Program Rules.
- 2. Representations and Warranties. The Organization
represents and warrants that:
- 2.1 it is eligible, as described in the Program Rules, to participate in the Program as an Organization;
- 2.2 the information it provides about itself during registration and in subsequent communications with Google is truthful and accurate; and
- 2.3 in reviewing Project Submissions, it will not discriminate on the basis of age, race, creed, color, religion, sex, sexual orientation, national origin, disability, marital or veteran status or any other basis that is prohibited by applicable law.
- 3.1 "Submission" means any materials the Organization submits to Google in connection with the Program, including the Organization Application.
- 3.2 The Organization retains all ownership rights it had in its Submissions before submitting them.
- 3.3 The Organization grants Google a non-exclusive, worldwide, perpetual, irrevocable, free license (with the right to sublicense) to reproduce, prepare derivative works of, distribute, perform, display, and otherwise use its Submissions for the purpose of administering the Program and promoting Season of Docs.
- 4.1 Google will process the personal information provided during registration and in any subsequent communications to administer the Program (including verifying eligibility to participate in the Program, running the Program, and sending notifications regarding the Program).
- 4.2 Google will also use aggregated, non-personally identifiable information for statistical purposes.
- 4.4 Participants can access, update, remove and restrict the processing of their personal information by writing to Google (Attention: Open Source Programs Office) at the address listed in the preamble above or by emailing email@example.com.
- 5. Indemnity. The Organization will indemnify Google and its affiliates, directors, officers, and employees against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from the Organization's acts or omissions (including those of its employees and agents) in relation to the Program, including breach of this Agreement.
6. Limitation of Liability.
- 6.1 Liability. IN THIS SECTION 6 (LIMITATION OF LIABILITY), "LIABILITY" MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
- 6.2 Limitations. GOOGLE'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES, WHICH WILL NOT EXCEED US$1,000 IN AGGREGATE.
- 6.3 Exceptions to Limitations. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS GOOGLE'S LIABILITY FOR MATTERS FOR WHICH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
- 7.1 Grants. Google is not required to pay any grants to the Organization if (i) it breaches this Agreement, or (ii) any of its Members breaches the Participant Agreement or any applicable law or regulation..
- 7.2 Google's Affiliates, Consultants and Contractors. Google may use its affiliates, consultants, and contractors in connection with the performance of its obligations and exercise of its rights under this Agreement.
- 7.3 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
- 7.4 Assignment. The Organization may not assign or delegate this Agreement or any part of it without Google's prior written consent. Google may assign or delegate this Agreement or any part of it upon notification, which may be posted on the Program Website or sent to the Organization contact information provided upon registration.
- 7.5 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
- 7.6 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
- 7.7 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- 7.8 Amendments. Except as set forth in the Program Rules, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
- 7.9 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.
- 7.10 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
- 7.11 Translations. In the event of any discrepancy between the English version of this Agreement and a translated version, the English version will govern.