Terms and Conditions of Climate Crisis Startup Equipment Fund Grant

This document contains a list of standard terms and conditions included in our grant agreements. This is not an exhaustive list and is subject to change from time to time in our sole discretion. This list is provided for informational purposes and does not imply an award, agreement, or offer to contract.

THE FUND MAINTAINS AND RESERVES THE SOLE RIGHT TO APPROVE OR DENY ALL GRANT APPLICATIONS.

GRANT AMOUNT: The Fund will pay You the total grant amount specified in the Grant Award.

REPORTING: You agree to provide a short report on the spending of the grant funds by the 6 month anniversary of the Grant Award. You agree to submit other reports the Fund may reasonably request.

PROJECT DESCRIPTION: The Fund is awarding You this grant to carry out the project described in the Grant Application (defined as the Project.”)

USE OF FUNDS: You may not use funds provided under this Agreement (“Grant Funds”) for any purpose other than the Project. You may not use Grant Funds to reimburse any expenses You incurred prior to the Start Date. In the event of material breach of this Agreement You agree to repay the Grant Funds.

SUBGRANTS AND SUBCONTRACTS: You have the exclusive right to select subgrantees and subcontractors to assist with the Project.

RESPONSIBILITY FOR OTHERS: You are responsible for all acts and omissions of any of Your, directors, officers, employees, subgrantees, subcontractors, contingent workers, agents, and affiliates assisting with the Project and ensuring their compliance with the terms of this Agreement.

ANTI-TERRORISM: You will not use funds provided under this Agreement, directly or indirectly, in support of activities (a) prohibited by U.S. laws related to combating terrorism; (b) with persons on the List of Specially Designated Nationals (www.treasury.gov/sdn) or entities owned or controlled by such persons; or (c) with countries against which the U.S. maintains comprehensive or targeted sanctions (currently, Cuba, Iran, Syria, North Korea, and the Crimea Region of Ukraine), unless such activities are fully authorized by the U.S. government under applicable law and specifically approved by the Fund in its sole discretion.

ANTI-CORRUPTION AND ANTI-BRIBERY: You will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to the Fund or the Project, including by assisting any party to secure an improper advantage. Training and information on compliance with these requirements are available at www.learnFundlaw.org.

LOBBYING AND ELECTIONEERING PROHIBITION: You may not use Grant Funds to influence the outcome of any election for public office or to carry on any voter registration drive. You acknowledge that the Fund has not earmarked Grant Funds to support lobbying activities or to otherwise support attempts to influence legislation. Activities will be conducted consistent with the private lobbying rules and exceptions under Internal Revenue Code Section 4945 and related regulations. You confirm that the Budget (or the combined project budget if there are multiple funders) accurately reflects that You will expend at least the amount of the Grant Funds on (a) non-lobbying activities in the project year, or (b) for multiple year projects, the total non-lobbying portion of the project. OTHER LOBBYING, GIFT, AND ETHICS RULES: You agree to comply with any national, state, local, or other lobbying, gift, and ethics rules applicable to the Project. The Fund is not retaining or employing You to engage in lobbying activities.

PUBLICITY: Either Party may publicly disclose information about the award of this grant, including the other Party’s name, the total amount awarded, and a description of the Project, provided that a Party obtains prior written approval before using the other Party’s logo or trademark for any purpose. COMPLIANCE WITH LAWS: In carrying out the Project, You will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party.

RELIANCE: You acknowledge that the Fund is relying on the information You provide in reports and during the course of any due diligence conducted prior to the Start Date and during the term of this Agreement. You represent that the Fund may continue to rely on this information and on any additional information You provide regarding activities, progress, and Funded Developments.

TERMINATION: The Fund may modify, suspend, or discontinue any payment of Grant Funds or terminate this Agreement if: (a) the Fund is not reasonably satisfied with Your progress on the Project; (b) there are significant changes to Your leadership or other factors that the Fund reasonably believes may threaten the Project’s success; (c) there is a change in Your control; (d) there is a change in Your tax status; or (e) You fail to comply with this Agreement.

RETURN OF FUNDS: Any Grant Funds that have not been used for, or committed to, the Project upon expiration or termination of this Agreement must be returned promptly to the Fund, applied to another Fund-funded project (current or under consideration), or applied to another mutually-agreed upon charitable purpose, as directed in writing by the Fund. Any Income that has not been used for, or committed to, the Project must be either applied to another Fund-funded project (current or under consideration) or applied to another mutually-agreed upon purpose, as directed in writing by the Fund.

SURVIVAL: A Party’s obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by law or intended by their nature. ENTIRE AGREEMENT, CONFLICTS, AND AMENDMENTS: This Agreement contains the entire agreement of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. If there is a conflict between this Agreement and the Investment Document or Budget, this Agreement will prevail. Except as specifically permitted in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES AND APPROVALS: Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other Party’s primary contact specified on the Grant Application, or as otherwise directed by the other Party.

SEVERABILITY: Each provision of this Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect.

ASSIGNMENT: You may not assign, or transfer by operation of law or court order, any of Your rights or obligations under this Agreement without the Fund’s prior written approval. This Agreement will bind and benefit any permitted successors and assigns.

COUNTERPARTS AND ELECTRONIC SIGNATURES: Except as may be prohibited by applicable law or regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes.

LEGAL ENTITY AND AUTHORITY: You confirm that: (a) You are an entity duly organized or formed, qualified to do business, and in good standing under the laws of the jurisdiction in which You are organized or formed (which must be the United States or Canada); (b) You are not an individual (i.e., a natural person) or a disregarded entity (e.g., a sole proprietor or sole-owner entity) under U.S. or Canadian law; (c) You have the right to enter into and fully perform this Agreement; and (d) Your performance will not violate any agreement or obligation between You and any third party. You will notify the Fund immediately if any of this changes during the term of this Agreement.

COMPLIANCE WITH REQUIREMENTS: You will conduct, control, manage, and monitor the Project in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, local, and institutional standards (“Requirements”). You will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable activity.