CANADA PEPSI REFRESH PROJECT OFFICIAL APPLICATION GUIDELINES

NO PURCHASE NECESSARY. OPEN TO RESIDENTS OF CANADA ONLY.

The Pepsi Refresh Project is an online grant program which makes available over a million dollars to be granted to projects which are intended to improve communities through an online, democratic voting process (“Grant Program”). The Grant Program consists of six (6) categories (1) HEALTH – fostering wellness; (2) ARTS & CULTURE – celebrating the arts; (3) FOOD & SHELTER – ideas for providing food and shelter for the community; (4) NEIGHBOURHOODS – building better communities; (5) EDUCATION – helping people learn at any age; and (6) THE PLANET – ideas which help the planet (the “Categories”). The Categories are simply for organizing the Applications and have no bearing on which Applications will be eligible to receive a Grant (as defined in Section 4 below).

For good and valuable consideration (including, without limitation, the possibility of publicity using your name and application information), the receipt and sufficiency of which are hereby acknowledged, Participant (as defined below in Section 3) is submitting certain idea(s), design(s), concept(s), communication(s) and/or material(s) (the “Application”) for the benefit of PepsiCo Canada ULC (the “Sponsor”) upon the following express understandings and conditions.

BEFORE YOU SUBMIT AN APPLICATION, READ THE OFFICIAL APPLICATION GUIDELINES BELOW. YOU MUST SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE OFFICIAL APPLICATION GUIDELINES BY CLICKING THE CHECKBOX WHERE INDICATED.

BY PARTICIPATING IN THIS GRANT PROGRAM, YOU AGREE TO THE SPONSOR’S PRIVACY POLICY, AVAILABLE AT THE GRANT PROGRAM WEBSITE www.refresheverything.ca, AND THAT YOUR ENTRY AND THE PERSONAL INFORMATION COLLECTED FROM YOU IN CONNECTION WITH THIS GRANT PROGRAM WILL BE SHARED WITH SPONSOR AND/OR ITS DESIGNATED AGENT(S) AND THAT YOU MAY BE CONTACTED BY THE SPONSOR AND/OR ITS DESIGNATED AGENT(S) IN CONNECTION WITH THE GRANT PROGRAM. YOUR INFORMATION WILL NOT BE USED FOR MARKETING PURPOSES UNLESS YOU OPT-IN AT REGISTRATION.

1. Eligibility. The Grant Program is open to residents of Canada, 13 years of age or older. Participants (see Section 3 below) can be individuals, for profit organizations (which have a maximum of 50 employees and $5 million in annual revenue) and non-profit organizations. The following individuals are eligible to participate but must do so on behalf of an organization and they will be required to divulge their relationship with PepsiCo Canada ULC in their Profile page (each a “Grant Program Party”):

employees of PepsiCo Canada ULC, The Pepsi Bottling Group (Canada), Co. or another PepsiCo Canada affiliate, an immediate family member of such an employee (parent, sibling, spouse or child) or a person living in the same household as such an employee (whether related or not);
An employee of a Pepsi bottler (other than Pepsi Bottling Group (Canada); or
an employee of a distributor, supplier, or agency of PepsiCo Canada or Pepsi Bottling Group (Canada).
Sponsor reserves the right, at its sole and absolute discretion, to disqualify any individual and any or all of his/her Application(s) and/or votes deemed in Sponsor’s sole and absolute discretion to be (a) tampering or attempting to tamper with the entry or voting process or the operation of the Grant Program or any Sponsor website; (b) violating the Official Application Guidelines; (c) violating the terms of service, conditions of use and/or general rules; or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, harass any other person or act fraudulently in any manner.

2. Grant Program Period. The opportunity to participate in the Grant Program begins 12:00:01 p.m. ET on June 1, 2021 (the first date/time you can submit an Application) and ends 10:59:59 p.m. ET on June 30, 2021 (the last time you can vote on an Application) (the “Grant Program Period”). During the Grant Program Period, there will be six (6) Application periods during which Applications can be submitted (each an “Application Period”), each followed by a voting period during which Applications submitted during the prior Application Period will be voted on (each a “Voting Period”) as set forth in the following table (“Application Entry Table”).

APPLICATION ENTRY TABLE

All Application Period dates begin at 12:00:01 p.m. Eastern Time on the 1st day, and end at 11:59:59 p.m. Eastern Time on the 7th day, or when 300 Applications have been received corresponding to such Application Period, whichever occurs first.

All Voting Periods begin at 12:00:01 p.m. Eastern Time on the 1st day and end at 10:59:59 p.m., Eastern Time on the last day.

Application Period Number	Application Period	Date Applications are Posted for Voting	Voting Period
1	June 1 to 7, 2010	July 1, 2021	July 1 to August 31, 2021
2	August 1 to 7, 2010	September 1, 2021	September 1 to October 31, 2010
3	October 1 to 7, 2010	November 1, 2021	November 1 to December 31, 2010
4	December 1 to 7, 2010	January 4, 2022	January 4, 2022 to February 28, 2021
5	February 1 to 7, 2011	March 1, 2021	March 1 to April 30, 2021
6	April 1 to 7, 2011	May 1, 2021	May 1 to June 30, 2021

Due to the size of some Applications, which may be large and require a significant amount of time to upload depending on the Participant’s service provider as well as the potential volume of other Participants, the time to upload may take longer than anticipated by the Participant. It is recommended that the above be taken into consideration when a Participant is planning to upload their Application as an Application must be fully uploaded by the end of the applicable Application Period to be eligible for consideration for posting for voting for such Application Period.

3. How to Apply for a Grant. During the Grant Program Period, go to www.refresheverything.ca (the “Website”) and follow the directions to register a new user profile or update an existing profile (“Profile”). If you are a Grant Program Party (as defined above in Section 1), then you must identify yourself as such in your Profile. Limit one (1) Profile per person address, and each email address may be used to register only a single individual. Limit one (1) Application per Participant during the Grant Program Period. Once you have registered or updated your Profile, you (“Participant”) will be able to save and submit an Application for a Grant, which must be in written form and may also contain a video and/or photographs (a maximum of six (6) photographs) (an “Application”). Neither a video nor photographs are required for your Application but they may enhance the chances of a particular Application receiving Votes (as defined in Section 5 below). To be eligible for consideration for posting for voting, an Application must be submitted through the Website by the end of the respective Application Period, comply with these Official Application Guidelines, including but not limited to those guidelines set forth in Section 7 below, and must include at least the following:

● a description of your project idea; and
● the Category in which your project idea belongs (see Website for list of eligible Categories); and
● the level of grant money you are applying for to carry out your project idea (the “Grant Levels”) (see Section 4 for Grant Levels); and
● identify if you are an individual submitting an Application on behalf of yourself or on behalf of an entity, including a non-profit organization or a for-profit organization which has a maximum of 50 employees and $5 million in annual revenue.

Participants can create or update their Profile at any time during the Grant Program Period. Only 300 new Applications will be accepted during each Application Period. Sponsor’s clock is the official clock for the Grant Program and its count of received Applications, in its sole and absolute discretion, is the official count for the Grant Program. After 300 new Applications have been received by Sponsor in any Application Period, that Application Period will be closed. If an Application Period has closed prior to the date set forth in the Application Entry Table above, Participants may still save an Application to their Profile (except during the 6th Application Period), but such Application cannot be submitted until the following Application Period. NOTE: saving an Application to your Profile does not constitute submitting the Application. Applications that are saved and not submitted during an Application Period will not automatically roll over into subsequent Application Periods. Rather, Participants will have to log into their Profile and manually submit the Application in the next or a subsequent Application Period before 300 Applications are received by Sponsor in the then-current Application Period. Once you submit your Application (that is, once your Application is accepted as one of the first 300 Applications in that Application Period), he Website will not permit you to make any changes to your Application. Until your Application is submitted (that is, accepted as one of the first 300 Applications), it remains in your Profile and you are permitted to make changes to it.

Participants will be notified by e-mail, at the e-mail address provided in their Profile, whether their Application has been accepted or rejected.

Sponsor shall translate each accepted Application into the other official language prior to the Applications being posted for voting, such that those Applications received in English will be posted in both English and French, and those received in French can be posted in both French and English. The following will not be translated: any videos submitted in support of an Application and any information that will be not posted at the Website for public viewing because it is considered, in the sole discretion of the Sponsor, to be personal or private information regarding Participants or Applications. Sponsor will not be responsible for errors, omissions, or discrepancies in any translation it performs and, by submitting an Application, each Participant agrees to waive the right to correct, change or challenge the translation by Sponsor, or to challenge the results of any voting or any decision by Sponsor or its agents. All agreements, undertakings, representations and warranties of the Participants apply to the Applications in their language of submission, as well as in the other official language, as translated by the Sponsor.

Each Application Period is followed by a Voting Period corresponding to such Application Period. At the end of each Voting Period, it is anticipated that Sponsor will award up to 10 Grants to Participants for such Application Period (as defined below in Section 5) (each such Participant will be deemed an “Eligible Grant Recipient”). All remaining accepted Applications not attributable to an Eligible Grant Recipient will be reviewed and the five (5) Applications in each Grant Level with the highest number of Votes during the applicable Voting Period will automatically roll over as submissions for the next Application Period (“Roll Over Application(s)”). Roll Over Applications will not count against the 300 new Application limit for each Application Period such that each Application Period after the first Application Period may have up to 320 Applications. In the event of a tie in the Roll Over Application Votes, the Application that first received the Votes which qualified it to be a potential Roll Over Application will be selected as the Roll Over Application. At the conclusion of each Application Period, all remaining accepted Applications not attributable to an Eligible Grant Recipient or a Roll Over Application will be marked as inactive and the Participants whose Application has been marked inactive will receive an e-mail advising them of this status and may visit the Website and delete their Application and attempt to re-submit it in the next Application Period (if applicable). If an Application is not deleted, it will remain inactive and the Participant will not be able to submit a new Application until the existing Application has been deleted.

All Applications, including but not limited to, designs, ideas, concepts and communications, shall be owned solely by Participant who shall have sole liability for all third party claims relating to or regarding the content of their Application. All Applications may be reviewed for compliance with these Official Application Guidelines before being posted to the Website for voting as set forth in the Application Entry Table above; however, such review does not relieve Participant from responsibility for compliance with these Official Application Guidelines. Participants and Applications that do not comply with these Official Application Guidelines or that otherwise contain prohibited or inappropriate content as determined by the Sponsor, in its sole and absolute discretion, may be disqualified at any time. Sponsor (and/or its designated agent(s)), in its sole and absolute discretion, makes the final determination as to which Participants and Applications are accepted and are eligible to take part in this Grant Program and be considered for inclusion in the Voting Period, on the Website and/or be eligible to receive a Grant. From time to time during the Grant Program Period, Sponsor may, in its sole and absolute discretion, choose to feature certain recent Participants and Applications on the Website and/or in advertising materials. Being featured on the Website and/or in advertising materials in no way impacts the likelihood of success of the Participant becoming an Eligible Grant Recipient in the Grant Program nor does the inclusion of the Application on the Website and/or in advertising materials indicate that Sponsor deems the Application to be a good example of an Application, nor does it indicate Sponsor’s preference for/endorsement of the Application and/or the subject matter of the Application.

4. Grants Available. During each Application Period, there are up to ten (10) grants available to be awarded (each a “Grant”) for a total of up to $200,000 in accordance with the following table.

Number of Grants Available (Per Application Period)	Grant Levels
1	$100,000
2	$25,000
3	$10,000
4	$5,000
TOTAL: 10	TOTAL GRANT VALUE: $200,000

The Sponsor may award additional grants for one or more Application Periods based on criteria to be determined by PepsiCo, in its discretion.

5. Voting. Each Application Period is followed by a Voting Period. Individuals who are only interested in registering on the Website in order to vote (as defined below) will be required to meet the Eligibility Requirements listed above in Section 1 and will be required to follow the directions on the Website to register as a Voter. An individual can register on the Website as either a Participant or as a Voter but not both. During the Voting Periods listed in the Application Entry Table above in Section 2, individuals who have registered on the Website to vote for the Applications they think should receive Grants (“Voters”) will be allowed up to ten (10) votes (each a “Vote”) per Voter per day during each Voting Period. Each Participant in the Grant Program will also be allowed up to ten (10) Votes each day of each Voting Period. Neither Voters nor Participants can allocate more than one (1) Vote per day to the same Application. For purposes of voting, a “day” shall be defined as the 24-hour period beginning at 12:00:01 a.m. ET and ending at 11:59:59 p.m. ET, except for the last day of each Voting Period which shall be defined as beginning at 12:00:01 a.m. ET and ending at 10:59:59 p.m. ET. Limit one (1) registration per person regardless whether an individual is registering as a Voter or as a Participant, and each email address may be used to register only a single individual (either as a Voter or as a Participant). At the end of each day of a Voting Period, any of the un-used Votes allotted to any Voter or Participant will become void and will not roll over to the next day.

If Sponsor determines, in its sole and absolute discretion, that any Participant or Voter has not complied with these Official Application Guidelines in any way, for example (i) by use of proxy voting, (ii) by registering more than one (1) time on the Website and/or using multiple e-mail or dummy e-mail addresses, or (iii) by other fraudulent means in an attempt to cast more than the ten (10) Votes allotted per day of each Voting Period or to allocate more than one (1) Vote per day to the same Application, then Sponsor reserves the right to cancel that Voter’s or Participant’s account, disqualify all their Votes and disqualify any Application that they have submitted and disallow any further participation by such individual in the Grant Program.

Sponsor may allow various off-site methods of voting for an Application, including but not limited to mobile, widgets, media (by way of example and not by way of limitation, voting through a cell phone). Sponsor recommends that before a Voter or Participant chooses an Application to vote on, they visit the Website and review the Profile of the Participant for that Application to get more information about the Participant and their Application.

Once each Voting Period has ended, the respective Participants responsible for the appropriate number of Applications in each Grant Level with the highest number of Votes will each be deemed an Eligible Grant Recipient. If there is a tie among the Applications in a particular Grant Level after a Voting Period has ended, Sponsor (and/or its designated agent), in its sole and absolute discretion, will review the tied Applications and will break the tie based on the Application that first in time received the highest number of Votes during the Voting Period. It is possible that two or more Participants will submit Applications which may contain similar/the same idea for a Grant. Notwithstanding this, Eligible Grant Recipients will be determined solely by the number of Votes cast for each Application as set forth herein. Sponsor is under no obligation to review or consider the similarity of other Applications in determining whether or not to accept an Application. Sponsor’s decisions, in its sole and absolute discretion, are final and binding in all matters relating to the Grant Program.

If a Participant’s Application receives the highest number of Votes in the applicable Grant Level, Participant will become an Eligible Grant Recipient for the Grant amount specified in his/her Application. All Eligible Grant Recipients will be required to complete a Grant award acceptance package (“Grant Agreement”) (see Section 15 below for more information on the Grant Agreement), which, among other things, will require the Eligible Grant Recipient to coordinate with Grant Administration Agent (as defined in Section 14b below) who will be solely responsible for dispensing the Grant to the Eligible Grant Recipient in accordance with the Grant Agreement (as defined in Section 15 below). No substitution of a Grant is offered, except at the sole and absolute discretion of the Sponsor. The Grants are non-transferable. If there are an insufficient number of accepted Applications for a particular Grant Level for a particular Application Period, then the number of Grants awarded for that Grant Level for that Application Period would be reduced to include only those Applications which are accepted under these Official Application Guidelines to receive a Grant.

6. Taxes. There may be some tax implications for Grant Recipient. Sponsor recommends that Participants review their Application with their legal/tax advisor to determine their potential tax liability, if any, in connection with receiving a Grant as part of this Grant Program. If there is any tax liability, it will be the sole responsibility of Grant Recipient.

7. Application Content Guidelines.

a. Applications MUST:

be in English or French;
be received in accordance with the Application Entry Table in Section 2 above;
describe a project to be carried out for charitable, community or educational purposes within one of the Categories of the Grant Program;
describe a project to take place and benefit persons within Canada;
describe a project that is capable of being completed within 12 months from the date of funds disbursement;
provide a level of detail sufficient to show each of the specific activities to be carried out by the Participant and others, if any, necessary to achieve the principal goal(s) of the project; and
if music is used in video, the Participant must have the right to use the music, or it must be music from the list of approved songs (under the Creative Commons Attribution license) provided at ed at www.good.is/canadiancctracks

b. Applications CANNOT to any degree:

suggest legalization of any illegal drugs/activity, prostitution or pornography or other illegal activities or goods;
challenge, lobby for or seek to change current laws, enact any new laws or overthrow of any government;
be inconsistent with these Official Application Guidelines;
be inconsistent with any corporate policy of the Sponsor or its ultimate parent company PepsiCo, Inc. Such policies can be found at www.pepsico.com;
suggest or encourage the taking up of arms against any person, government or entity;
discriminate against, disparage or denigrate on the basis of race; ancestry; place of origin; colour; ethnic origin; citizenship; creed; sex; sexual orientation; age; record of offences; marital status; family status; physical or mental disability, language, or any other ground prohibited by local legislation;
disparage or denigrate a product, service, person, company or organization including, but not limited to, Sponsor;
encourage the cessation of or act to negatively impact a business or enterprise;
promote alcohol, illegal drugs or activity, tobacco, firearms/weapons, prostitution or pornography;
contain any profanities, be overtly sexual, suggest an intent to abuse or contain suggestions of violence;
involve religious advocacy, proselytizing – acts and intentions to advance a religious denomination or expand membership or encourage conversion;
involve political advocacy – acts and intentions to advance a particular political party, candidate or to support lobbying for any particular party, candidate and/or cause, or to expand membership or to encourage membership for a particular political party, candidate or lobbying effort;
describe a project that directly or principally benefits the Participant or any other specific individual (as opposed to the identified community as a whole);
describe a project with a purpose of re-granting potential Grant funds to another organization(s);
feature any third party commercial products and/or company trademarks, logos, brands or endorsements (including but not limited to third party logos on street scenes, panoramic views, vehicle license plates, clothing such as t‑shirts, hats) An Application may contain the name and trademark of an organization to be benefited by the Grant, provided prior permission has been obtained;
use individuals’ names in whole or in part, without permission;
contain materials embodying the names, likenesses, photographs, or other identifying elements of any person, living or dead without permission;
without permission, contain any copyrighted works (including music) except: (1) those works owned by the Participant or any registered member of the group, or (2) music which is on the list of approved songs (under the Creative Commons Attribution license) provided at http://www.good.is/canadiancctracks.

8. Additional Requirements for Photograph(s) and Video Content of Application (if applicable).

A video must reside in your YouTube account (and comply with the YouTube Site’s “YouTube Community Guidelines” set forth at http://www.youtube.comt/t/community_guidelines (“Code of Conduct”) & Terms of Service;
Be in English or French;
Be clear, in focus and audible;
Be appropriate to the theme of the Application;
Be the property of the Participant;
Clearly state the objectives of the Application;
Promote or benefit one of the Categories of the Grant Program;
Have written permission from all individuals seen in the photograph(s) and/or video (regardless of if they are in the foreground or background) – if an individual in the photograph(s) and/or video is under the age of majority in their state of residence, written permission must be from the individual’s parent or legal guardian;
A video must be less than three (3) minutes in length; and
Photographs must be less than 1 MB each. Total number of photographs cannot exceed six (6) photographs (including the photograph in your Profile).

9. Additional Requirements for Applications.

Once submitted, an Application will not be returned. Sponsor may, in its sole and absolute discretion, reject, refuse, remove, delete and/or disqualify or disallow any Application Sponsor, in its sole and absolute discretion, deems inappropriate or otherwise non-compliant with these Official Application Guidelines.
If any group of individuals elects to collaborate on an Application, they are required to designate one (1) person/organization as the Participant and the submitter of the Application in the Grant Program, and such person/organization shall agree to these Official Application Guidelines on behalf of the group of individuals. Sponsor is not responsible or liable for any disputes between collaborators arising under or related to the Grant Program.
If any organization desires to submit an Application, it must designate one (1) individual as the Participant to submit the Application. If a Participant is submitting an Application on behalf of an organization, the Participant must disclose this fact in its Application. If the Participant acting on behalf of an organization is selected as an Eligible Grant Recipient, the Participant will be required to submit written documentation that the organization (a) authorizes submission of the Application by Participant; (2) authorizes Participant to administer the Grant funds; and (3) agrees to these Official Application Guidelines. Sponsor, in its sole and absolute discretion, will decide if written documentation provided is sufficient, and may at its sole and absolute discretion, request additional documentation from Participant or organization. Sponsor is not responsible or liable for any disputes between Participants and organizations arising under or related to the Grant Program.
If, after your Application is submitted (that is, the Website accepts is as being one of the first 300 Applications in that Application Period), your Application is rejected for any reason, it will remain accessible within your Profile. You may amend this Application and resubmit it in a future Application Period (if any) with the understanding that re-submission of the Application will be subject to the timing and number limitations set forth herein.
If your Application is submitted but is not voted in as an Eligible Grant Recipient, you will be required to delete your Application from your Profile page before you submit another Application during any future Application Periods (if any), with the understanding that any new submission-submission will be subject to the timing and number limitations set forth herein.
An Application must not communicate messages or images inconsistent with the positive images and/or goodwill with which Sponsor wishes to associate.
If Sponsor, at any time during the Grant Program Period, receives a complaint (including but not limited to a cease and desist letter, general letter of complaint, etc.) alleging intellectual property infringement in a Participant’s Application, Sponsor, in its sole and absolute discretion, reserves the right to remove such Application from the Website and disqualify the Application without prior notice to Participant.
All Eligible Grant Recipients (in the case of a Participant who is under the age of majority in their Province or Territory of legal residence, their parent or legal guardian) must be financially stable, and for-profit and not-for-profit organizations will need to submit proof of sound financial management and solvency.

10. Technical Requirements

The Website will support the following browser/platform combinations:

Firefox 3.0	Win XP
Firefox 3.5	Win XP, Win Vista, Mac 10.6
IE 8	Win XP, Win Vista
IE 7	Win XP, Win Vista
IE 6	Win XP (note – limited support where items such as carousels are not enabled )
Safari 4	Mac 10.5, Mac 10.6

11. Ambassadors. Sponsor has retained the services of certain individuals to assist with the Grant Program (the “Ambassador”). The role of the Ambassador is to assist Sponsor with maintaining the pages on the Website. This assistance includes but is not limited to the Ambassador reviewing recent Applications and, if they choose, in their sole and absolute discretion, to objectively comment on a particular Application. The comments of the Ambassador and/or the structure of their page on the Website are merely a tool for Voters to use when reviewing any Application. The information provided by the Ambassador can be one of the tools (but should not be the only tool) the Voter uses when deciding for which Application to cast their Vote. It is recommended that Voters review the Application in its entirety including the Profile page of the Participant as well as, if they choose to do so, the comments, if any, of the Ambassador prior to casting a vote. Being commented on/mentioned by an Ambassador in no way reflects the possibility of the Participant submitting the Application being considered an Eligible Grant Recipient in the Grant Program nor does such comment/mention indicate that Sponsor deems the Application to be a good example of an Application, nor does it indicate Sponsor’s preference for/endorsement of the Application and/or the subject matter of the Application.

12. Recognition for Fastest Rising Applications

The five (5) Applications in each Grant Level with the highest number of Votes during the third week of each Voting Period (from 12:00:01 a.m. ET on the 22nd day of the applicable month to 11:59:59 p.m. ET on the 28th day of the applicable month) will receive:
a. one posting on the wall of the Sponsor’s Refresh Everything Facebook page during the fifth (5th) week of the applicable Voting Period; and
b. one mention by a Category Ambassador on Twitter during the fifth (5th) week of the applicable Voting Period.

13. Grant of Rights To Sponsor.

By submitting an Application, Participant (or in the case of a minor, the minor’s parent or legal guardian) hereby agrees that:

a. In consideration of entering an Application in the Grant Program, Participant, on behalf of themselves, their group/organization (if applicable), their heirs, executors, administrators and assigns, hereby assigns to Sponsor an irrevocable non-exclusive, sub-licensable, perpetual, royalty-free, worldwide license and right to broadcast, publicly display, exhibit and/or otherwise use the Application and every element thereof, in whole or in part, in any manner or medium now or hereafter known or devised. At all times, the Application shall remain the property of Participant. Notwithstanding the foregoing, Sponsor will have the exclusive right to make and/or use unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited sublicenses. Without limiting the foregoing, Sponsor will have the right to use the Application, and any portion thereof, in any merchandising, advertising, marketing, promotion or any other commercial or non-commercial purpose in relation to the Pepsi Refresh Grant Program. Participant also irrevocably grants Sponsor, where not prohibited by law, an irrevocable, perpetual, worldwide, royalty-free license to the right to use Participant’s name, voice, likeness and biographical material, in any merchandising, advertising, marketing, promotion or any other commercial or non-commercial purpose related to the Application and/or Grant Program or in any other way Sponsor deems appropriate.

b. Participant acknowledges that they have no right of approval or consultation with respect to Sponsor's use of the Application. Sponsor will not be responsible for the return or preservation of the Application. Sponsor shall use its sole and absolute discretion in determining the extent and manner of the use of the Application, and Sponsor is not obligated in any way to use or exploit the same or any rights granted by Participant, or any portion thereof, in any medium or any manner whatsoever, including but not limited to use on Sponsor’s website or as Sponsor may choose to use any Application or part thereof. Participant further agrees that the Application is not being submitted in confidence or in trust, and that no confidential or fiduciary relationship is intended or created.

c. APPLICATIONS POSTED TO THIS WEBSITE WERE NOT EDITED BY SPONSOR AND ARE THE VIEWS/OPINIONS OF THE RESPECTIVE PARTICIPANT AND DO NOT REFLECT THE VIEWS OF SPONSOR IN ANY MANNER. Any waiver of any obligation hereunder by Sponsor does not constitute a general waiver of any obligation in favour of Participants.

14. Grant Program Terms of Application. As conditions of entry into this Grant Program and by uploading an Application, each Participant (or in the case of a minor, the minor’s parent or legal guardian) represents and warrants that:
a. their entire Application: (i) is wholly original; (ii) has been legally obtained and/or created; (iii) does not infringe the intellectual property, privacy or publicity rights or any other legal or moral rights of any third party or violate applicable laws, regulations or network standards; (iv) the Application has not previously received any Grant through a local Pepsi Refresh Grant program; (v) they have not granted or transferred any rights in or to the Application to any third party prior to the date of submission; (vi) Participant has not done anything which has impaired and will not do anything to impair the rights granted to Sponsor in any way; (vii) Participant acknowledges that, if applicable, they have secured written permission from all individuals depicted in their photograph(s) and/or video included with their Application and further that such permission is extended to Sponsor for Sponsor’s use as set forth herein and in any manner it deems appropriate; and (viii) the Application conforms to all of the Application requirements and rules set forth herein.
b. by submitting an Application, Participant agrees to indemnify and hold harmless the grant administration agent as designated by Sponsor (“Grant Administration Agent”), Sponsor, its bottlers, PepsiCo, Inc., suppliers, printers, distributors and advertising, promotion and judging agencies and each of their designated agents, their respective parents, and its and their subsidiaries, affiliates, successors, licensees, and assigns, and each of their directors, officers, agents, equity holders and employees (“Released Parties”), from and against any and all claims, losses, costs, damages, liabilities and costs and expenses (including reasonable attorneys' fees and costs) which arise out of any breach of these Official Application Guidelines.

15. Grant Agreement. The Grant Agreement will be as determined by Sponsor and Grant Administration Agent, in their sole and absolute discretion, and will require that the potential Grant Recipients certify that implementing the project contained in their Application will be in compliance with all applicable laws and regulations. In addition to submitting a signed Grant Agreement, the following documents will be requested.

INDIVIDUALS – Eligible Grant Recipients who submitted an Application as an individual will need (unless item is marked “optional” below) to submit the following:

A detailed line item budget for the project;
Details about the proposed project activities;
A project plan with proposed reporting milestones;
If you are partnering with an organization to implement the project, you will need to submit a letter from that organization (on their letterhead) stating they are part of the project;
Letter of reference (teacher, boss, colleague, coach, etc.) identifying their relationship with you and why they feel you are qualified to carry out the idea;
Your resume (optional);
Resumes of other key project team members (optional);
List of relevant memberships and qualifications (relevant to your ability to carry out your idea);
Description of prior grants or contacts with the GlobalGiving Foundation, the Sponsor, or any affiliate of the Sponsor (optional); and
Description of recent grants made by other organizations or units of government to you for charitable work (optional).

FOR-PROFIT ORGANIZATIONS - Eligible Grant Recipients who submitted an Application as a “for-profit organization” will need (unless item is marked “optional” below) to submit the following:

Evidence of the (i) legal status of the organization such as organizing documents, articles of incorporation, trust agreements, charter, tax classification or certification from appropriate authorities; and (ii) proof of good standing of the organization;
Evidence that the organization has a maximum of fifty (50) employees and Five Million dollars ($5,000,000) in annual revenue;
Evidence of sound financial management and solvency (which may include audited financial statements, Dun and Bradstreet D-U-N-S Number, copy of the latest tax return, etc.);
A list of your governing board and senior staff. The list should be ONLY names (not titles) of Staff and Board Members and would need to be submitted in a typed .txt file which can be created in Notepad on your computer;
A letter of reference from an individual who knows your company well and has been in a position to evaluate your work (partner, supplier, client, trade association official, etc.) attesting to their relationship with you and why they feel you are qualified to carry out the idea;
If you are partnering with an organization to implement the project, you will need to submit a letter from that organization (on their letterhead) stating they are part of the idea;
A detailed line item budget for the idea;
Details about the proposed idea activities;
A project plan with proposed reporting milestones;
An annual report, company brochure, or brief description of the organization’s history, goals, mission, recent activities and future plans (optional);
Description of prior grants or contacts with the GlobalGiving Foundation, the Sponsor or any affiliate of the Sponsor (optional); and
Description of recent grants made by other organizations or units of government to you for charitable work (optional).

NON-PROFIT ORGANIZATIONS - Eligible Grant Recipients who submitted an Application as a “non-profit organization” will need to submit the following:

Evidence of legal status (including charitable status, if applicable) and confirmation that the organization is in good standing;
A copy of the latest audited financial statements or tax return;
List of Senior Staff and Board Members. The list should be ONLY names (not titles) of Senior Staff and Board Members and would need to be submitted in a typed .txt file which can be created in Notepad on your computer;
A detailed line item budget for the project;
Details about the proposed project activities;
A project plan with proposed reporting milestones; and
A letter of reference from an independent third party (board, staff, or family member is not appropriate) who knows your company well and has been in a position to evaluate your work (partner, supplier, client, trade association official, etc.) attesting to their relationship with you and why they feel you are qualified to carry out the idea.

The Grant Administration Agent, in its sole and absolute discretion, may request additional information other than as provided above in accordance with its standard practices and policies, and will make decisions on how and when the Grant (or any portion thereof) is to be released to the Eligible Grant Recipient and which milestones need to be met before further portions of the Grant will be released to the Eligible Grant Recipient.
An Eligible Grant Recipient (as defined in Section 3 above), and in the event an organization is the Eligible Grant Recipient, a person with signatory authority for such organization, will complete, sign and return within fourteen (14) days a Grant Agreement which will be issued by the Grant Administration Agent and which contains the terms and conditions for the awarding of the Grant as set forth in more detail in this Section. The Grant Agreement will be mailed to the address provided when Participant created and/or updated their Profile. If the Grant Agreement and any required documents are not returned within the required fourteen (14) days, or if any mail is returned to Sponsor as undeliverable mail without a forwarding address, the Grant may be forfeited in Sponsor's sole and absolute discretion, and neither Sponsor nor the Grant Administration Agent will have any further responsibility to Participant in connection with this Grant Program.

If the Eligible Grant Recipient is a minor in their Province or Territory of legal residence, then their parent or legal guardian will need to agree to assume all liability and responsibility as the Eligible Grant Recipient, which includes but is not limited to signing all required documents in connection with receiving a Grant and taking responsibility for the performance of the idea submitted in the Application. If the Eligible Grant Recipient (or their parent/legal guardian) is unwilling or unable to sign such Grant Agreement, the Grant Administration Agent will advise Sponsor and Sponsor will void the Eligible Grant Recipient’s eligibility as an Eligible Grant Recipient, and neither Sponsor nor Grant Administration Agent will have any further obligation to the Eligible Grant Recipient or to otherwise award the corresponding Grant. If Eligible Grant Recipient is unwilling or unable to provide Grant Administration Agent with the agreed upon records, proof and other agreed upon items that they have met the milestones set forth in the Grant Agreement or if Grant Administration Agent determines that the Eligible Grant Recipient is in breach of the Grant Agreement, in its sole and absolute discretion, no further funds from the Grant will be provided to the Eligible Grant Recipient and neither Sponsor nor the Grant Administration Agent will have any further obligation to the Eligible Grant Recipient. If Grant Administration Agent determines, in its sole and absolute discretion, that the Eligible Grant Recipient has misused the Grant, the Grant Administration Agent will determine, in it sole and absolute discretion, not only to not provide further funds from the Grant but will also report to the Canada Revenue Agency (CRA) the amount of funds provided to Participant and the CRA may deem those funds as taxable income to the Participant.

16. Limitations on Liabilities; Remedies. By submitting an Application, Participant agrees that:
a. any and all disputes, claims and causes of action arising out of or connected with their Application, the Grant Program and/or any Grant will be resolved individually, without resort to any form of class action;
b. any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred, but in no event will legal fees be awarded or recoverable;
c. under no circumstances will Participant be permitted to obtain any award for, and Participant knowingly and expressly waives all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages;
d. the Participant irrevocably waives any right to seek injunctive or equitable relief; and
e. the Participant releases and holds harmless Released Parties (as defined in Section 14b above) from any and all claims that any commercial, advertising, presentation, web content or any other material subsequently produced, presented, and/or prepared by or on behalf of Sponsor infringes on the rights of Participant as contained in any Application or otherwise.

17. General Conditions. All Participants and Voters must be registered on the Website. The name of the person/organization submitting the Application must be the name of the person/organization who registered on the Website with such email address, and the authorized account holder of such email address, otherwise, entry may be deemed void. In the event of dispute over the identity of a Participant, an Application will be declared made by the authorized registered user of the Website through which the Application was entered and potential Eligible Grant Recipient may be required to provide identification sufficient to show that he/she is the authorized account holder of such account. It is the sole responsibility of the Participant to notify the Sponsor in writing if the Participant changes his or her e-mail or postal address during the Grant Program Period. To do so, click on the “Update Your Profile” link on the Website, and follow the instructions on how to update your Profile. Upon completion of the Voting Period, the Eligible Grant Recipient will be notified by phone and/or mail at the phone number and/or address provided on their registration and will be required to complete, sign and return a Grant Agreement and, where lawful, a publicity release within fourteen (14) days of its receipt or Grant will be forfeited. If the Grant Agreement or any mail is returned as undeliverable without a forwarding address, then the Participant may forfeit their Grant.

If for any reason the Grant Program is not capable of being administered as planned, including without limitation, lack of sufficient number of Participants and/or consumer vote to support the continuing of the Grant Program, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Grant Program, or for any reason Sponsor deems, in its sole and absolute discretion, that the Grant Program is not meeting the expected goals, Sponsor reserves the right, in its sole and absolute discretion to cancel, modify or terminate the Grant Program. Further, Sponsor reserves the right, at its sole and absolute discretion, to disqualify any individual and any or all of his/her Application(s) and/or votes deemed to be (a) tampering or attempting to tamper with the entry process or the operation of the Grant Program or any Sponsor website; (b) violating the Official Application Guidelines; (c) violating the terms of service, conditions of use and/or general rules or guidelines of any property or service; or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Sponsor reserves the right, in its sole and absolute discretion, to require an Eligible Grant Recipient to submit to a confidential background check to confirm eligibility and help ensure that the use of any such person in advertising or publicity for the Grant Program will not bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavourably on Sponsor, its agents or the Grant Program as determined by Sponsor in its sole and absolute discretion.

18. Miscellaneous. These Official Application Guidelines and their performance will be binding on Participant, Voters and their heirs, administrators, executor, successors and assigns. The construction, validity, interpretation and enforceability of the Official Application Guidelines and this Grant Program will be governed by and construed in accordance with the laws of the Province of Ontario without giving effect to any choice of law or conflict of law rules, and that parties agree to submit exclusively to the jurisdiction of the Courts of Ontario that are located in Toronto, Ontario. Notwithstanding the foregoing, Participant acknowledges that Sponsor may nonetheless: (1) seek to obtain injunctive or other equitable relief from a court to enforce the provisions of these Official Application Guidelines; and/or (2) bring an action in court to protect or interpret any of Sponsor's purported intellectual property rights. These Official Application Guidelines will not be assignable by Participant. Sponsor, its bottlers, designated agents and their respective parents, successors and assigns, will have the unlimited right to assign these Official Application Guidelines and the rights granted at any time, in whole or in part, to any party. Participant will execute any documents (after being afforded a reasonable opportunity to review and/or confirm the same) and do any other acts as may be reasonably required by Sponsor to further evidence or effectuate Sponsor’s rights as set forth in these Official Application Guidelines, and Participant appoints Sponsor as their attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, but only to execute any and all such documents, or perform such acts, which Participant fails to execute (after being afforded a reasonable opportunity to review and/or confirm the same).