Google Summer of Code 2009 Mentor Organization Participant Agreement
IMPORTANT: PLEASE READ THIS PARTICIPANT AGREEMENT CAREFULLY AND COMPLETELY
BEFORE SUBMITTING YOUR APPLICATION FOR GOOGLE SUMMER OF CODE 2009. YOUR
APPLICATION SIGNIFIES YOUR UNDERSTANDING AND AGREEMENT WITH THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT SUBMIT AN
APPLICATION TO THE GOOGLE SUMMER OF CODE PROGRAM AND GOOGLE WILL NOT ACCEPT
YOUR APPLICATION.
Capitalized terms used in this Participation Agreement (the "Agreement")
without definition shall have the same meaning given to such terms in the
Google Summer of Code 2009 Terms of Service ("TOS") and the FAQs, which are
hereby incorporated into this Agreement by this reference, unless otherwise
noted. In this Agreement, the terms "we," "our," or "us," are used to
collectively refer to Google. The term "you" or "your" means YOU - an
organization or individual running an active and viable open source or free
software project whose application ("Application") is approved by Google's Open
Source Program Office. By submitting your Application to Google, you thus agree
to be bound by this Agreement. In this Agreement, the term "Mentor
Organization" means any mentoring organization or member thereof participating
in the Google Summer of Code Program.
1. GOOGLE SUMMER OF CODE PARTICIPATION
1.1 Mentor Organization Application. By submitting an Application, you hereby
agree and notify us that you wish to participate in the Google Summer of Code
as a Mentor Organization, and are voluntarily submitting your Application to
participate in the Google Summer of Code in accordance with the TOS. You
consent to the storage, display, downloading, copying, reviewing, and coverage
of your Application by Google, according to the process set out in the TOS. In
addition, you will perform all necessary additional steps that may be required
for your further participation in the Google Summer of Code should you be
selected to participate.
1.2 Mentor Organization Warranties. You hereby represent, warrant, and agree
that: (a) you are an individual or organization running an active and viable
open source or free software project; (b) you are not a resident or national of Cuba,
Iran, Syria, Sudan, North Korea, or Myanmar (Burma); (c) you are not a person or entity
restricted by US export controls or sanctions programs; and (d)
you are or will be 18 years of age or older by April 20, 2009.
1.3 Right of Publicity. You also grant Google the right to use your name and
name of your Organization, city, and country for purposes of publicizing,
advertising, or otherwise promoting the Google Summer of Code without any
payment to you or to any other person or entity.
1.4 Waiver and Release. By sending us your Application, and in order to
participate in the Google Summer of Code and use the Google Summer of Code
website (the "Site"), you hereby agree that you will not assert against
Google any claim based on plagiarism, infringement, confidential or fiduciary
relationship, implied contract, unfair competition, unjust enrichment, or
otherwise arising out of your participation in the Google Summer of Code
Program. If, notwithstanding the foregoing release, you attempt to raise any
claims against Google, you specifically agree and understand that any such
dispute shall be subject to dispute resolution as set forth in Section 6.1 of
this Agreement.
1.5 Further Documentation.
(a) As part of the Google Summer of Code Application process, you will be
required to execute certain additional documents relating to taxation. If you
are an individual or organization residing in the United States, you must
submit a W9 form to Google; Google will issue to you a 1099 form recording
the total payment made to you. If you are an individual or organization
residing outside the United States, you must submit a Foreign Certification
form to Google, and no tax form will be issued subsequently. Please note that
your Application will not be considered complete until Google has received
your W9 or Foreign Certification form as applicable. You will be given the
appropriate form and instructions for sending the completed document to
Google as part of the Application process.
1.6 Release of Claims. Independent of any consideration accruing to you
hereunder, you hereby release Google from, and agree not to sue Google for,
any claim or cause of action, whether known or unknown, for libel, slander,
defamation, unfair competition, infringement of copyright, invasion of rights
of privacy, publicity or personality, or any other claim or cause of action
based on or related to your participation in the Google Summer of Code
Program.
1.7 No Obligation to Use. Google is not obligated to make any use of any
code, or to exercise any of the rights granted to Google by this Agreement.
2. MENTOR ORGANIZATION OBLIGATIONS
2.1 The Mentor Organization agrees:
(a) To provide a publicly published list of project ideas that
participating students will choose a project from to work on for the
duration of the Program
(b) To make available a person or persons to take in student suggestions
for projects should those students not find something that appeals to them on
the published list and either approve or reject those suggestions
(c) To make available a person or persons to review the incoming student
applications targeted to the Organization and to decide which applications
should be accepted
(d) To make available a person or persons responsible for helping students
integrate with the project's community
(e) To make available a person or persons to monitor the progress of the
students and mentor them as the project proceeds (hereafter "Mentor(s)")
(f) To make available alternate mentor or mentors ready to take over for
the aforementioned Mentor(s) in the event s/he is unable to continue
providing guidance to the accepted student applicant
(g) To provide a written evaluation of each student developer, including
but not limited to how s/he worked with the group, if s/he should be invited
back should we do another Google Summer of Code, etc. The Mentor
Organization agrees that Google may use the results of this evaluation for
recruiting purposes. The results of this evaluation will not be made
available to the general public or the student participant, except in those
cases where the Mentor Organization provides consent for Google to share the
evaluation results with the student. However, Google reserves the right to
share the Mentor Organization's evaluation with the student participant or
others, with or without consent, in extreme cases such as where the Mentor
Organization's feedback may be vital to arbitration with the student
regarding payment or non-payment of stipend
(f) An administrator to represent the Mentor Organization and perform
administrative tasks such as submitting their Mentor Organization's
Application,
creating the Mentor Organization's account on the Site, and signing up
Mentors and publishing the list of project ideas.
3. INDEMNITY
Each participant in the Google Summer of Code (Student or Mentor
Organization) shall indemnify, defend and hold harmless Google, its parent
corporation, subsidiaries and affiliates and their respective officers,
employees and agents, and each of Google's website partners from any and all
claims, demands, damages, costs and liabilities, including reasonable
attorneys' fees, made by any third party due to or arising out of that
participant's acts or omissions, including claims arising out of that user's
use of the Google Summer of Code Site or participation in the Google Summer
of Code Program; his or her Project Submission, posting or transmission of
any application or code; or his or her violation of these Terms of Service.
4. DISCLAIMER OF WARRANTIES
EACH PARTICIPANT'S USE OF THE Google Summer of Code SITE AND PARTICIPATION IN
THE Google Summer of Code PROGRAM IS AT HIS OR HER SOLE RISK. THE Google
Summer of Code SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND
GOOGLE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY
OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH
PARTICIPANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
GOOGLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SPECIFICALLY, GOOGLE MAKES NO WARRANTY THAT (i) THE Google Summer of Code
SITE AND PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) ANY PARTICIPANT ACCESS
WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE QUALITY OF ANY
CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY ANY
PARTICIPANT WILL MEET HIS OR HER EXPECTATIONS, AND (iv) ANY ERRORS IN THE
SOFTWARE WILL BE CORRECTED. EXCLUDING ONLY DAMAGES ARISING OUT OF GOOGLE'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, GOOGLE SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA
OR OTHER INTANGIBLE LOSSES (EVEN IF GOOGLE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY PARTICIPANT'S USE OR
INABILITY TO USE THE Google Summer of Code SITE OR PARTICIPATION IN THE
Google Summer of Code PROGRAM; THE COST OF PROCUREMENT OF SUBSTITUTE
SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE Google Summer of Code SITE;
OR ANY OTHER MATTER RELATING TO THE Google Summer of Code. NOTHING HEREIN
SHALL BE DEEMED TO CREATE AN AGENCY, PARTNERSHIP, JOINT VENTURE,
EMPLOYEE-EMPLOYER OR FRANCHISOR-FRANCHISEE RELATIONSHIP OF ANY KIND BETWEEN
GOOGLE AND ANY PARTICIPANT OR OTHER PERSON OR ENTITY NOR DO THESE TERMS OF
SERVICE EXTEND RIGHTS TO ANY THIRD PARTY. AS NOTED ABOVE, GOOGLE DOES NOT AND
CANNOT CONTROL THE ACTIONS OF OTHER PARTICIPANTS, VISITORS OR LINKED THIRD
PARTIES. WE RESERVE THE RIGHT TO REPORT ANY MALFEASANCE THAT COMES TO OUR
ATTENTION TO THE APPROPRIATE AUTHORITIES. WE DO NOT GUARANTEE CONTINUOUS
UNINTERRUPTED OR SECURE ACCESS TO THE Google Summer of Code SITE. OPERATION
OF THE Google Summer of Code SITE MAY BE SUBJECT TO INTERFERENCE FROM
NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE
MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY
TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE Google Summer of Code
WEBSITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY,
WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF
PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN
OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT
OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET,
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR
ANY OTHER COURSE OF ACTION BY GOOGLE.
5. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL GOOGLE, ITS PARENT CORPORATION, SUBSIDIARIES,
OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE Google Summer of Code (HOWEVER ARISING, INCLUDING
NEGLIGENCE).
(b) GOOGLE'S LIABILITY, AND THE LIABILITY OF GOOGLE'S PARENT CORPORATION,
SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY
THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $1000. SOME STATES AND
COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.
6. MISCELLANEOUS
6.1 Choice of Law. Any action related to this Agreement will be governed the
laws of the State of California (except that body of law controlling conflict
of laws) and the United Nations Convention on the International Sale of Goods
will not apply. The parties hereby exclusively and irrevocably submit to, and
waive any objection against, the personal jurisdiction of the United States
District Court for the Northern District of California, and the state courts
of the State of California for the County of Santa Clara.
6.2 Certification. You hereby certify that all of the answers and information
that you have provided in the Application process are true, accurate, and
complete, and that you have read and will comply with the Terms of Service,
this Agreement, and any applicable Terms of Use in conjunction with your
application to and participation in the Google Summer of Code. You intend
that your acceptance of this Agreement and participation in the Google Summer
of Code shall each constitute your legally binding signature and acceptance
of this Agreement.
6.3 Assignment; Binding Effect. You may not assign or delegate this
Agreement, or any rights, duties, or obligations hereunder, with the prior
written approval of Google. Google may assign or delegate this Agreement; or
any rights, duties or obligations hereunder upon notification, which may be
posted on the Site or sent to the information you provided upon registration.
This Agreement shall be binding upon and inure to the benefit of the
respective successors, assigns, and personal representatives of the parties
hereto, except to the extent of any contrary provision of this Agreement or
the Terms of Service.
6.4 Severability. If any provision of this Agreement, or the application
thereof, shall for any reason and to any extent be invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect and the
application of such provision to other persons or circumstances shall be
interpreted so as best to reasonably effect our intent hereunder.
6.5 Amendments. Google reserves the right at any time to amend this
Agreement. Any changes made will be effective immediately upon notice, which
We may give either by posting the revised Agreement on the Site or via
electronic mail. Your continued participation in the Google Summer of Code
after such notice will be deemed acceptance of such changes.
6.6 Entire Agreement. This Agreement, together with the Terms of Service and
FAQs (which are hereby incorporated into this Agreement by this reference),
represents the entire understanding between you and Google relating to the
subject matter hereof, and supersedes any prior agreements (except for the
Terms of Service and the FAQs) between you and Google on this subject matter.
If any term or provision of this Agreement conflicts with the Terms of
Service, the Terms of Service shall govern. You hereby agree that you have
read, understand, and agree to all of the terms and conditions in this
Agreement and that you are hereby bound by the terms of this Agreement, the
Terms of Service, and the FAQs throughout your participation in the Google
Summer of Code and forever afterward. You hereby agree to sign a written copy
of this Agreement upon our request.