Organization Agreement

GOOGLE CODE-IN 2017
MENTOR ORGANIZATION AGREEMENT

PLEASE READ THIS MENTOR ORGANIZATION AGREEMENT CAREFULLY.

By registering and clicking “I have read and agree to this Organization Agreement” you agree to be bound by the terms of this Mentor Organization 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 the Google Code-in 2017 Contest (“Contest”).

If you are accepting on behalf of your Organization, you represent and warrant that (i) you have full legal authority to bind your Organization to these terms and conditions, (ii) that you have read and understand this Agreement, and (iii) that 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 have read and agree to this Organization Agreement" checkbox.

The words "include" and "including" as used in this Agreement mean “including but not limited to.”

  1. Registration.
    1. Eligibility for Participation. By registering to be a mentor organization in the Contest, the Organization represents and warrants that:
      1. it is running an active and viable open source or free software organization;
      2. it has already produced and released software under an Open Source Initiative approved license;
      3. it is not based in a United States embargoed country, or otherwise prohibited by applicable export controls and sanctions programs; and
      4. if the Organization is an individual,
        1. you are not a resident of a United States embargoed country;
        2. you are not ordinarily resident in a United States embargoed country, or otherwise prohibited by applicable export controls and sanctions programs; and
        3. you are at least eighteen (18) years of age; and
      5. it participated in Google Summer of Code previously.
    2. Verifying Eligibility. Google reserves the right to verify eligibility at any time. The Organization agrees to provide Google with any proof of eligibility requested by Google and refusal or failure to timely provide such proof may result in the Organization’s removal from the Contest.
    3. Application. As part of the registration process, the Organization must fill out an application to become a mentor organization by the deadline stated on the Contest website. Google may accept or reject any application in its sole discretion.
    4. Tax Forms. Google may provide tax forms to the Organization and instructions for sending the completed forms to Google. The Organization’s application will not be complete unless it returns these completed forms to Google.
  2. Participation.
    1. Organization Responsibilities. If Google accepts the Organization’s application, the Organization agrees to perform all necessary additional steps required for the Organization to participate in the Contest. At a minimum, the Organization will:
      1. provide a pool of tasks for contestants to choose from, which are publicly published by the Organization;
      2. make available five (5) or more individuals responsible for helping contestants integrate with the Organization’s community;
      3. assign mentors (and alternates in case such mentor becomes unavailable) to monitor the progress of contestants working on the Organization’s tasks and mentoring them as the Contest proceeds;
      4. evaluate contestants’ entries for tasks within thirty-six (36) hours of submission and decide whether or not the task has been completed successfully;
      5. assign at least two (2) administrators to act as a main point of contact for Google; and
      6. evaluate the work of the ten (10) highest scoring contestants and select five (5) contestants as Finalists and two (2) of those Finalists as Grand Prize Winners for the Organization.
    2. Mentors and Administrators. The Organization is responsible for its mentors and administrators. Mentors and administrators must use professional and courteous conduct when interacting with the contestants; otherwise, they will be removed from the Contest.
      1. Mentors.
        1. Mentors must be:
          1. at least eighteen (18) years of age, or between the ages of thirteen (13) to seventeen (17) if their parent or legal guardian consents to their participation as a mentor as evidenced by their signing of the Google Code-in Contest Parental Consent and Waiver and Release;
          2. contributors for the corresponding organization; and
          3. assigned by an Organization administrator via the Contest website.
        2. Due to shipping difficulties, Google will not ship physical goods to the following countries: Argentina, Belarus, Brazil, Chile, Colombia, Kazakhstan, Mexico, Myanmar (Burma), Peru, Russia, and Ukraine (collectively, “Restricted Countries”). Mentors residing in Restricted Countries will not receive any promotional materials (including t-shirts) from Google for their participation.
        3. Mentors must respond to contestant requests within thirty-six (36) hours.
      2. Administrators. The Organization’s administrators must:
        1. create the Organization's profile on the Contest website;
        2. submit the Organization's application to Google;
        3. publish the Organization’s list of tasks and maintain a minimum of twenty-five (25) available tasks for contestants to choose from throughout the Contest;
        4. act as the main point of contact between Google and the Organization;
        5. respond to any inquiries from Google within thirty-six (36) hours;
        6. assign a backup mentor should a mentor be unable to work with a contestant;
        7. submit all evaluations by the deadlines;
        8. submit the Organization's selections for their five (5) Finalists, and the two (2) Finalists selected as their Grand Prize Winners, to the Contest website by the published deadline; and
        9. write and submit a blog post to Google about the Organization's participation in the Contest at the end of the Contest.
    3. Rights to Submissions.
      1. “Submission” means any materials the Organization submits to Google in connection with the Contest.
      2. The Organization retains all ownership rights it has in Submissions before submitting it.
      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 the Submissions only for the purpose of administering the Contest and promoting Google Code-in.
  3. Privacy.
    1. How Google May Use Information Provided by the Organization.
      1. Google will use the information provided by the Organization during registration and in any subsequent communications to administer the Contest (including verifying eligibility to participate and sending notifications regarding the Contest). This data may be transferred into the United States and will be used and maintained in accordance with Google’s Privacy Policy.
      2. In addition to the uses set forth in Google’s Privacy Policy, Google may use the Organization’s information as follows:
        1. Google may use the Organization’s aggregated, non-personally identifiable information for statistical purposes.
        2. Google and its agents may use the Organization’s name, logo, and statements without compensation to promote Google Code-in, including displaying it on the Contest website.
    2. Sharing Information. In addition to the circumstances set forth in Google’s Privacy Policy, Google may share the Organization’s information as follows:
      1. The Organization’s name may be displayed publicly on the Contest website and any archives of the Contest website.
      2. Google may share the name and contact information of the Organization’s mentors and administrators with other third parties (such as shipping processors) to administer the Contest.
    3. Accessing Profile Information. The Organization may may access and review the personal information in its Contest profile and edit such information through its profile during the Contest period. If the Organization would like to edit such information after the Contest period, the Organization may write to Google (Attention: Open Source Programs Office) at the address listed in the preamble above for further assistance..
  4. Representations, Warranties, Indemnities.
    1. Representations and Warranties. The Organization represents and warrants that:
      1. the information provided about its organization during registration or in subsequent communications with Google is accurate; and
      2. in reviewing submitted entries from contestants, 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.
    2. Indemnities. The Organization will indemnify Google and its affiliates, directors, officers, 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) related to participating in the Contest, including breach of this Agreement.
  5. Disclaimer. THE CONTEST WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GOOGLE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED), INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GOOGLE IS NOT RESPONSIBLE FOR ANY INCOMPLETE, FAILED, OR DELAYED TRANSMISSION OF INFORMATION DUE TO THE INTERNET, INCLUDING INTERRUPTION OR DELAYS CAUSED BY EQUIPMENT OR SOFTWARE MALFUNCTION OR OTHER TECHNICAL PROBLEMS.
  6. Limitation of Liability.
    1. Liability. IN THIS SECTION 6 (LIMITATION OF LIABILITY), “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR NEGLIGENCE.
    2. Limitations. GOOGLE’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES, WHICH WILL NOT EXCEED US$1,000 IN AGGREGATE.
    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. General.
    1. Assignment. The Organization may not assign or delegate this Agreement or any part of it without the prior written approval of Google. Google may assign or delegate this Agreement or any part of it upon notification, which may be posted on the Contest website or sent to the contact information provided upon registration.
    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.
    3. 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.
    4. No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
    5. No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    6. 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. Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
    8. 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.
    9. Translations. In the event of any discrepancy between the English version of this Agreement and a translated version, the English version will govern.
    10. Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT 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.
close