Grant Agreement

2.1 The Grant is conditional on the satisfactory use of the money and on compliance with the terms of this Agreement.

2.2 The Recipient shall not make any substantive change to the Project without the Charity’s prior written agreement.

2.3 Should any part of the Grant remain unspent at the end of the Grant Period, the Recipient shall ensure that the unspent money is returned to the Charity.

3.1 The Recipient shall not use the Grant:

4.1 The Recipient is responsible for ensuring that the purposes for which the Grant is given are being met throughout the Grant Period and that the terms of this letter are being adhered to.

4.2 Upon the Charity’s request, the Recipient shall share a progress report every 6 months from the Commencement Date and shall share a final report upon the Expiry Date. If applicable, the Recipient shall receive instructions for submitting the report before it is due.

4.3 The Recipient shall maintain records adequate to show that the Grant has been used solely for the purposes set out in Section 1, and shall make those records available to the Charity on reasonable request.

5.1 The Charity may at its discretion withhold or suspend payment of the Grant and/or require repayment of all or part of the Grant and/or terminate this Agreement if:

5.2 The Recipient agrees and acknowledges that the Grant is expressed as a maximum sum and is not a guaranteed payment. It shall be paid only to the extent that the Charity has available funds. The Charity does all it can to keep fees low and foreign exchange rates fair, however, due to the nature of these fees, the amount the Recipient receives may be reduced by bank transfer fees and, for international transfers, also by forex fees.

5.3 The Recipient shall promptly repay to the Charity any money incorrectly paid to it either as a result of an administrative error or otherwise. This includes (without limitation) situations where either an incorrect sum of money has been paid or where Grant money has been paid in error before all conditions attaching to the Grant have been complied with by the Recipient.

5.4 If the Charity exercises its right to terminate pursuant to Section 5.1, then without prejudice to any other rights and remedies of the Charity, the Recipient shall, at the Charity’s sole discretion, return any remaining part of the Grant to the Charity, or any money that has not been used in accordance with Section 2 of this Agreement.

5.5 The Charity will make the payment using the standard payment routes, but the onus is on the Recipient to help the Charity complete the payment if those routes fail, for example, by providing alternative bank accounts or payment methods, subject to the Charity's acceptance.

6.1 The individual signing this Agreement on behalf of the Recipient warrants that they are duly authorized to enter into this Agreement and to bind the Recipient to its terms.

6.2 The Recipient shall promptly notify the Charity of any change to the individuals authorized to act on its behalf in respect of the Grant.

6.3 The Recipient warrants that it will apply the Grant exclusively to the Project, and that it retains full discretion and control over the use of the Grant, consistent with the Charity’s obligations under Section 501(c)(3) of the IRC.

6.4 Where the Recipient applies the Grant to the Project through another person or organization, the Recipient remains responsible to the Charity for the obligations in this Agreement, and shall promptly notify the Charity if that arrangement terminates or materially changes during the Grant Period.

The Charity accepts no liability for any consequences, whether direct or indirect, that may come about from the Recipient running the Project, the use of the Grant or from withdrawal of the Grant. The Recipient shall indemnify and hold harmless the Charity, its employees, agents, officers or subcontractors with respect to all claims, demands, actions, costs, expenses, losses, damages and all other liabilities arising from or incurred by reason of the Recipient’s actions and/or omissions in relation to the Project, the non-fulfilment of the Recipient’s obligations under this letter or the Recipient’s obligations to third parties. Subject to the foregoing, the Charity’s liability under this letter is limited to the payment of the Grant.

The Recipient is responsible for determining the tax treatment of the Grant in its own jurisdiction and for paying when due all taxes, duties and other governmental charges that may apply to it. The Grant shall not be increased in the event that any tax becomes payable on the Grant money. The Recipient shall provide the Charity with any tax documentation the Charity reasonably requires in order to make the payment and to meet its own reporting obligations, including an IRS Form W-9 or the applicable IRS Form W-8.

Recipient acknowledges that it understands its obligations imposed by this Agreement, including but not limited to those obligations imposed by reference to the IRC. Recipient agrees that if Recipient has any doubts about its obligations under this Agreement, including those incorporated by reference to the IRC, Recipient will promptly contact Charity or its own legal counsel.

The making of this Grant does not represent or imply any kind of employment relationship between the Recipient, any of the Recipient’s personnel, or anyone working on the Project, and the Charity.

Any information contained in publications, studies, or research funded by this Grant shall be made available to the public following such reasonable requirements or procedures as Charity may establish from time to time. Promptly after creation of any publications, studies, or research funded by this Grant, Recipient agrees to grant to Charity an irrevocable, worldwide, nonexclusive, fully-paid up license to publish, in Charity’s discretion, such intellectual property, and to execute promptly any documents and instruments that the Charity may reasonably request in order to effect such license, without further consideration.

Recipient is solely responsible for all activities supported by the Grant funds, the content of any product created with the Grant funds, and the manner in which any such product may be disseminated. This Agreement shall not create any agency relationship, partnership, or joint venture between the parties, and Recipient shall make no such representation to anyone. For the avoidance of doubt, the Recipient acts in its own name and on its own behalf in applying the Grant to the Project, and not as an agent of the Charity.

Recipient warrants that it does not support or conduct, directly or indirectly, violence or terrorist activity of any kind.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party.

This Agreement is the entire agreement between the parties, and replaces all previous agreements and understandings between them, relating to its subject matter.

This Agreement shall be governed by the laws of the State of California applicable to contracts to be performed entirely within the State.