DFINITY HACKATHON TERMS AND CONDITIONS

DFINITY Foundation (the “Foundation”) offers the Foundation Hackathon (the “Hackathon”), inviting Participants to develop on the Internet Computer network and ecosystem. These Terms and Conditions (the “Terms”) apply to your application and participation in any Foundation Hackathon, and in addition to any other Hackathon terms, describe the Hackathon’s requirements as well as the Prizes that you may receive as a potential Finalist in the Hackathon.

Your creation or release of a Project or Participant Materials (defined below) or your engagement in any other Hackathon-related activities, do not obligate the Foundation to provide you with any Prize awards (defined below) or any other Hackathon benefits.

NO PURCHASE NECESSARY TO ENTER OR WIN THE HACKATHON. YOUR ENTRY IS VOID WHERE PROHIBITED. YOUR PARTICIPATION IN ANY FOUNDATION HACKATHON IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN ANY FOUNDATION HACKATHON, YOU MUST STRICTLY ADHERE TO THESE TERMS. IF, AS PART OF YOUR VOLUNTARY PARTICIPATION, YOU MEET THE CRITERIA LISTED BELOW AND ARE SELECTED AS A WINNER IN FOUNDATION HACKATHON, YOU MAY RECEIVE CERTAIN AMOUNTS OF CASH AND/OR TOKENS (WHERE PERMITTED BY LAW) (“PRIZES”) UPON SELECTION BY THE JUDGING PANEL. PRIZES ARE AWARDED AT THE SOLE DISCRETION OF THE FOUNDATION, ITS SUBSIDIARIES, PARTNERS, AND AFFILIATES AND IS NOT GUARANTEED.

1. Certain Definitions.
   
   

• “Participant” means all individuals and/or teams that submit an entry and participate in the Hackathon.
• “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, work, and any other tangible or intangible property rights recognized in any country or jurisdiction in the world.
• “Participant Marks” means the trademarks, service marks, trade names and logos for your entity’s products and services.
• “Participant Materials” means any materials or information provided by you (including your team members) to the Foundation in connection with the Hackathon.
• “Prize” means the eligible amount of ICP or fiat where lawful, which may be awarded to Participants who have been selected to participate in the Hackathon and have been chosen as a winner by the Judging Panel.
• “Project” means the materials and content that you submit (or desire to submit) to the Foundation for review and/or consideration by the Hackathon Judging Panel under these Terms.
• “Foundation Materials” means all information and materials that may be provided to Participant by the Foundation in the course of the Hackathon and all Intellectual Property Rights thereto.
• “Judging Panel” means the team of individuals who will select certain teams as prize winners for the Hackathon.
• “Token” means the Internet Computer Protocol (“ICP”) utility token, the native unit of value on the Foundation’s blockchain.
• “Additional Funding Opportunities” means any additional monetary contributions, whether in the form of investments or grants, that are subject to terms and conditions beyond the scope of the Hackathon.

2. Eligibility; Hackathon Requirements.

1. You may only participate in the Foundation Hackathon if:
   
   

• You are over 18 years old or are the age of majority in the jurisdiction in which you reside at the time of entry in the Hackathon; or a business, and in each case have registered with the Foundation;
• You are a resident of a jurisdiction where entry in the Hackathon is not prohibited by law;
• You are not a resident of, citizen, or located in a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes;
• You, nor, if applicable, any third party entities that you represent (i) is listed or associated with any person or entity being listed on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, (ii) is a person identified as a terrorist organization or any other relevant lists maintained by any governmental authority;
• Your participation in the Hackathon is not in violation of any national, state, or local law or regulation applicable to you;
• Your Entry is in English; and
• You successfully pass KYC, as applicable, according to a process that, in the sole discretion of the Foundation, is deemed sufficient.

2. Application. The Hackathon is open to individuals and entities that have submitted a completed Hackathon Entry via the Hackathon website. If you are an employee of the Foundation or any of its subsidiaries or affiliates or an immediate family member of anyone thereof, you are eligible to participate in the Hackathon but are ineligible to win or receive Prizes or Additional Funding Opportunities.
   
   
3. Hackathon Requirements. In order to be eligible to participate in the Hackathon and win a Prize, in addition to all other Hackathon requirements noted herein, you must do the following in accordance with any timelines communicated to you in writing by the Foundation:
   
   

• execute any additional terms or forms (e.g., W9 or W8-BEN) as may be required by the Foundation; and
• comply with all Hackathon requirements as set forth in Sections 2.1 through 2.3 above and all instructions and requirements as set forth in the Hackathon Site.

4. Entrant Guidelines. Entries may NOT contain, as determined by the Foundation, in its sole and absolute discretion, any content that:
   
   

• is sexually explicit, unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; profane or pornographic;
• promotes alcohol, illegal drugs, tobacco (or the use of any of the foregoing) or a particular political agenda;
• defames, misrepresents or contains disparaging remarks about other people or companies;
• contains trademarks, logos, or trade dress, without express written consent of the rights holder(s) or a reasonably apparent lawful basis for your use(s);
• contains copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media) either without express written consent of the rights holder(s) or a reasonably apparent lawful basis for your use(s);
• communicates messages or images inconsistent with the positive images and/or good will to which Foundation wishes to associate; and/or violates any law;
• contains packaging or building (exteriors/interiors) owned by others.

The Foundation reserves the right to investigate and verify, conditionally reject, or reject outright any tendered Entry, in our sole and absolute discretion, that we in good faith determine may not, or does not, meet the above criteria or any terms and conditions for this Hackathon.

3. All Participants grant the Foundation a royalty-free worldwide license and right in perpetuity to use their name, image, and likeness for the purposes of producing, promoting, and advertising the Hackathon and the Internet Computer.
   
   
4. Prizes. To be eligible to receive any Prizes, you must be selected by the Judging Panel. All Prizes will be listed on the Hackathon Site and can be adjusted by the Foundation at any time. Grant awards are subject to additional terms referenced in Section 5 below. THE AWARDING OF PRIZES AS PART OF THE HACKATHON IS WITHIN THE FOUNDATION’S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE HACKATHON ARE FINAL AND NON-APPEALABLE. All prize Finalists are ‘potential’ Finalists, subject to notification, verification and acceptance of such prizes. Taxes or other costs, if any, relating to receipt, acceptance and or use of Finalist prizes are the sole responsibility of the Participant and the Foundation is not responsible for any disputes regarding prize dispersal. Potential Finalists will be notified by sending a message to the email address, the phone number, or mailing address (if any) provided at time of registration within seven (7) days following completion of judging. If the notification is returned as undeliverable or potential Finalist is otherwise unreachable for any reason, the Foundation may give the award to a runner-up. If there is a dispute as to who is the potential Finalist, the Foundation will consider the potential Finalist to be the authorized account holder of the e-mail address used to enter the Hackathon. Potential Finalists may be required to sign and return an Affidavit of Eligibility, Liability/Publicity Release and a W-9 tax form or W-8 BEN tax form within 10 days of notification. If the potential Finalist does not complete the required forms as instructed and/or return the required forms within the time period listed on the winner notification message, the Foundation may disqualify the potential Finalist and select a runner-up.
   
   The Foundation reserves the right in its sole discretion to substitute an alternative prize or element of a prize of equal value due to unavailability or inability to deliver such prize or prize element. If a potential Finalist resides in a jurisdiction that prohibits the exchange of cryptocurrencies, the fiat equivalent will be awarded. The Foundation reserves the right to award all cash or all fiat at its sole discretion and as permitted by law. All Hackathon prize consideration will be awarded solely to the officially registered Participants. In the event a potential Finalist cannot be reasonably notified, verified or confirmed based on two (2) attempts (and further attempts at the Foundation’s sole discretion), a Hackathon prize is declined or a potential Finalist or an Entry is determined not to be eligible for Hackathon participation or award of a Hackathon prize for whatever reason, an alternate Finalists will be chosen based on the judging criteria in accordance with these rules listed on the Hackathon Site. Judging criteria is determined by the Foundation and, in its sole discretion, can be adjusted by the Foundation at any time. All criteria will be published on the Hackathon Site.
   
   
5. Grants and Additional Funding Opportunities
   
   Additional Funding Opportunities, including grants and seed funding, are wholly separate from the Hackathon and are subject to terms managed by the entities providing that funding. In the event that a participant wins a prize that offers them eligibility for a developer grant from the Foundation as described on the website here, the participant will be subject to the DFINITY DEVELOPER GRANT PROGRAM TERMS AND CONDITIONS.
   
   
6. Entrant Requirements.
   
   

Prizes are granted without warranty of any kind from the Foundation, express or implied, without limitation. All applicable laws and regulations apply. You agree to be bound by the decisions of the Foundation, which are final and binding on all matters pertaining to the Hackathon.

7. Marketing and Promotion.

1. Publicity. You will not issue any press releases or similar public announcements in connection with these Terms (including statements regarding the terms and conditions of these Terms and the details of the Hackathon), without the prior written approval of the Foundation.
2. Publication in List. You agree that the Foundation may, but is not required, to include the Projects in published lists and similar compilations and on its online properties during the term of the Terms and after the Hackathon has concluded, including on webpages, promotional materials, publications, and other promotional materials regarding third party products after the original Hackathon has launched. You agree to provide the Foundation with product descriptions, images, logos, website links and other content regarding a Project as may be reasonably requested by the Foundation for inclusion in such lists and compilations, and for use in its related marketing activities.
3. Public Relations. You will: (a) conduct your business and activities in connection with these Terms in such a manner so as to promote a good image and public relations for the Foundation; (b) not engage in any unfair or deceptive trade practice involving the Foundation, the Foundation’s services or the Internet Computer; and (c) not make any false, misleading or disparaging representations or statements with regard to the Foundation, the Internet Computer or the Foundation's services.

8. Representations and Warranties.

1. Participant Representations and Warranties. You represent and warrant that: (a) you have the authority to enter into these Terms; (b) the information submitted to the Foundation in connection with your participation in the Hackathon, including in any application, is accurate and complete; and (c) none of your Participant Materials or Participant Marks infringe upon, violate or misappropriate a third party’s Intellectual Property Rights or contain any illegal or defamatory materials, or violate any law or regulation.
2. Disclaimer. THE HACKATHON WEBSITES, INCLUDING BUT NOT LIMITED TO THE FOUNDATION WEBSITE, THIRD PARTY VENDOR WEBSITES SUPPORTING THE HACKATHON, AND ANY FOUNDATION MATERIALS YOU MAY HAVE ACCESS TO IN CONNECTION WITH THE HACKATHON ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. THE FOUNDATION DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) IN CONNECTION WITH THESE TERMS, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE FOUNDATION MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE HACKATHON, FOUNDATION WEBSITES OR FOUNDATION MATERIALS WILL MEET YOUR REQUIREMENTS, THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) YOUR PROJECTS WILL BE COMPATIBLE WITH CURRENT OR FUTURE VERSIONS OF THE FOUNDATION’S PRODUCTS OR SERVICES; OR (III) YOU WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM YOUR PARTICIPATION IN THE HACKATHON.

9. Intellectual Property.

1. Participant Materials. By participating in this Hackathon, you hereby grant to the Foundation, Foundation’s licensees and assigns, and its affiliates and their licensees and assigns, a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, create derivative works from, transmit and access your Participant Materials, in whole or in part, for advertising and/or marketing purposes worldwide in connection with the Hackathon (and any subsequent Hackathons) and with the Foundation’s marketing, and for promotion of the Internet Computer, in any media formats, through any media channels or otherwise. For example, you grant the Foundation the right to demonstrate your Project in connection with promotion of the Internet Computer. You agree not to instigate, support, maintain or authorize any action, claim or lawsuit against the Foundation on the grounds that any use of the Participant Materials as provided herein, infringes any of your rights as creator of the Participant Materials, including, without limitation, trademark rights, copyrights and moral rights. You acknowledge that the Foundation may currently or in the future be developing information internally, or receiving information from other parties, that is similar to your Participant Materials. Nothing in these Terms will be construed as a representation or agreement that the Foundation will not develop or have developed products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any Participant Materials. You also agree that any creative ideas, suggestions, or other materials you submit in connection with this Hackathon, in any form, are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and the Foundation in any way, and that you have no expectation of review, compensation, or consideration of any type either now or in the future.

2. Participant Marks. You grant to the Foundation a non-exclusive, irrevocable, worldwide, royalty-free, non-sublicensable, royalty-free license to use your Participant Marks solely in connection with the Hackathon and the activities contemplated in Section 2, in any and all media formats, including, but not limited to advertising, marketing, network and streaming services, and promoting the Foundation and the Foundation’s products and services and identification of and discussion about your participation in the Hackathon.

3. Foundation Materials. In connection with your creation of the Participant Materials, the Foundation hereby grants Participant, during the Term, a limited license to use the Foundation Materials solely in connection with Participant’s participation in the Hackathon. Such a limited license will automatically terminate once you are no longer a Participant in the Hackathon.

4. Ownership. As between you and the Foundation, (a) the Foundation owns all right, title and interest in and to the Foundation Materials and the Foundation’s products and services (including, the the Foundation website and its trademarks, including all associated Intellectual Property Rights thereto), and (b) you own all right, title and interest in and to your Participant Marks, including all associated Intellectual Property Rights. There are no implied licenses granted by either party, whether by implication, estoppel or otherwise. Subject to Section 8.1, you have and retain ownership of all right, title and interest in and to your Participant Materials, including all associated Intellectual Property Rights, and any modifications, improvements or derivatives of the foregoing made by you thereto.

10. Confidentiality. At all times, during the term of these Terms and thereafter, and to the fullest extent permitted by law, you agree to hold all Confidential Information (as defined below) in strict confidence, not to use it in any way, commercially or otherwise, except for purposes contemplated under the Hackathon, and not to disclose it to others. You also agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.
    
    As used herein, “Confidential Information” means: (i) any information, materials or knowledge regarding the Foundation and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with participating in the Hackathon and (ii) these Terms. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Notwithstanding the foregoing, Confidential Information includes any information that, due to its nature or the circumstances of its disclosure, a reasonable person would know, or would have reason to know, should be treated as confidential.
    
    
11. Release and Indemnification. You agree to fully and finally release, indemnify, defend and hold the Foundation and its parent, affiliates, subsidiaries, directors, officers, employees and agents, including advertising and promotion agencies, and assigns, and any other organizations related to the Hackathon, harmless from any and all claims, injuries, damages, expenses or losses to person or property and/or liabilities of any nature that in any way arise from participation in the Hackathon, your Projects or acceptance or use of a Prize, including without limitation (i) any condition caused by events beyond the Foundation’s control that may cause the Hackathon to be disrupted; (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of any benefit you may receive in connection with the Hackathon, or acceptance, possession, or use of a Prize, or from participation in the Hackathon; and (iii) any printing or typographical errors in any materials associated with the Hackathon.
    
    
12. Limitation of Liability. NEITHER THE FOUNDATION NOR ANY OTHER PARTY INVOLVED IN THE ADMINISTRATION OF THE HACKATHON WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE FOUNDATION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
    
    THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE FOUNDATION.
    
    
13. Termination. The term of these Terms commences from the Effective Date and continues until (i) the completion of Participant’s participation in the Hackathon or (ii) these Terms or Hackathon is terminated by the Foundation, whichever is earlier (the “Term”). For example, if for any reason the Hackathon is not capable of running as planned due to unforeseen changes in business conditions, the Foundation’s inability to create websites and applications for management of or participation in the Hackathon, 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 Foundation’s products and services or this Hackathon, the Foundation reserves the right at its sole discretion to amend these Terms or cancel, terminate, modify or suspend the Hackathon and terminate these Terms. The Foundation may also terminate these Terms for convenience upon ten (10) days’ written notice. Upon any termination, discontinuation or cancellation of the Hackathon or these Terms, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
    
    
14. Privacy Policy and Personal Information. The personal information and materials submitted by you in connection with your application to join the Hackathon and what you provide to us in connection with your participation in the Hackathon will be used for the purposes described in these Terms and will otherwise be handled in accordance with the Foundation’s Privacy Policy, which may include processing or use by third parties solely within the scope of the Terms of this Agreement, located at https://DFINITY.org/privacy-policy/, and you acknowledge and agree to such use.
    
    
15. Assignment. You may not assign or transfer these Terms by operation of law or otherwise) without the prior written consent of the Foundation and any prohibited assignment will be null and void. The Foundation may assign these Terms or any rights hereunder without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties’ permitted successors and assigns.
    
    
16. Non-Solicitation of Personnel. During the Term of these Terms and for a period of one (1) year thereafter, you agree that you will not, directly or indirectly, solicit the services of any employee or consultant of the Foundation for your own benefit or for the benefit of any other person or entity.
    
    
17. Relationship of the Parties. Participant’s relationship with the Foundation is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, joint venture, or employment relationship. Participant will not be entitled to any of the benefits that the Foundation may make available to its employees. Participant is not authorized to make any representation, contract, or commitment on behalf of the Foundation, unless specifically requested or authorized in writing to do so by an authorized officer of the Foundation. Participant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the receipt of any Prizes awarded under these Terms.
    
    
18. Miscellaneous. The Foundation is not responsible for transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of Participant Materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by the Foundation on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. The Foundation is also not responsible for injury or damage to your computer or any other damage resulting from downloading any materials in connection with the Hackathon. In the event that any provision in these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. You agree that these Terms and the rules, restrictions and policies contained herein, and the Foundation’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and the Foundation. These Terms, any exhibits, and any other policies of the Foundation incorporated herein by reference constitute the entire agreement between the Foundation and you with respect to the subject matter of these Terms.
    
    
19. Governing Law; Dispute Resolution. These Terms will be governed by and interpreted in accordance with the laws of Switzerland excluding that body of law pertaining to conflict of laws. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Swiss law. The seat of arbitration shall be Zurich, Switzerland. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
    
    
20. Contact. If you have any questions about the Hackathon or this Terms of Service, please contact devcomms@dfinity.org
    
    

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE HACKATHON.