ICP Alliance – General Terms & Conditions – DFINITY

1. Introduction and Purpose

This General Terms and Conditions (“GT&C”) document governs participation in the ICP Alliance Program (the “Program”). The Program is designed to accelerate adoption of the Internet Computer Protocol (“ICP”) in enterprise settings by empowering development firms and solution providers (“Participants”) to build on ICP and deliver consulting and implementation services to clients. It establishes a formal two-tier partner structure – Member and Partner – each with defined benefits and obligations, following industry best practices where programs offer multiple participation tiers with distinct benefits.

By joining the Program, Participants agree to these terms and to work collaboratively with DFINITY to achieve these goals. DFINITY, in turn, commits to support Participants with resources and a framework that rewards commitment and success.

2. Definitions

For the purposes of this GT&C, the following terms have the meanings given below:

DFINITY or “We” or “we”: The DFINITY Foundation, a Swiss not-for-profit organization, and the primary administrator of this Program.
Internet Computer Protocol (ICP): The decentralized blockchain network and protocol operated under the stewardship of the ICP community (of which DFINITY is a part of), on which Participants will build or provide services.
Program: The ICP Alliance Program, as described in this document, including its two membership tiers and all related benefits, requirements, and processes.
Participant: A company or organization that has been accepted into the Program. Participants may be at the Member or Partner tier.
Member (Tier): The entry-level tier of Program participation. “Member” refers to a Participant in the Program’s Member tier, having met the basic eligibility criteria and agreed to these terms. Members typically are new or early-stage partners who gain access to foundational resources and opportunities.
Partner (Tier): The higher tier of Program participation. “Partner” refers to a Participant that has met the advanced criteria for the Partner tier (beyond Member) and has been approved by DFINITY for that tier. Partners commit to greater responsibilities and, in return, receive enhanced benefits, recognition, and support.
Participant Activities: The categories of value-added activities that Participants may engage in with respect to ICP. The Program recognizes two primary activity categories – Consulting & Advisory, and Building & Integration – as described in Section 5.
Benefits: The resources, incentives, and privileges that DFINITY provides to Participants under the Program. Benefits may include training, technical support, co-marketing opportunities, funding or grants, referral of client leads, use of Program badges, listing in Participant directories, and other advantages as described in Section 6.
Obligations: The requirements, responsibilities, and conduct standards that Participants must adhere to as a condition of Program membership. Obligations include general commitments (applicable to all Participants) and specific requirements for each tier or activity category, as detailed in Section 7.
Joint Opportunity: A sales or project opportunity in which DFINITY and a Participant collaborate to win an enterprise client engagement involving ICP technology. This may include joint bids, co-selling arrangements, or coordinated proposal responses, as described in Section 8.

3. Program Structure and Partner Tiers

3.1 Two-Tier Model: The Program is structured as a two-tier partnership model consisting of the Member tier and the Partner tier. All Participants enter the Program as Members. Participants may advance to the Partner tier by meeting the criteria outlined in Section 3.3 and obtaining DFINITY’s approval. Each tier has distinct Benefits and Obligations, as summarized below and detailed in Sections 6 and 7.

Member Tier (Entry Level): Members are Participants at the foundational level of engagement. This tier is suited for organizations beginning their journey with ICP or exploring its use for clients. Members receive basic benefits such as access to ICP technical resources, training, and business development support, and they are expected to meet only baseline requirements (e.g. agreeing to these terms, demonstrating a viable interest or capability in ICP).
Partner Tier (Advanced Level): Partners are the vetted, advanced tier Participants who have demonstrated commitment and success in ICP-related projects. This higher tier is reserved for organizations that have proven technical expertise with ICP and a history of delivering value (e.g. successful ICP implementations or contributions to the ICP ecosystem). In return for taking on greater obligations (such as maintaining trained ICP developers and actively collaborating with DFINITY), Partners unlock an elevated set of benefits – for example, higher-priority lead referrals, co-marketing initiatives, funding support, and broader recognition as an “official” ICP partner.

3.2 Tier Advancement and Changes: Promotion from Member to Partner is not automatic based solely on tenure. A Member must apply or be invited to be a Partner by demonstrating fulfillment of the Partner criteria (see 3.3). DFINITY will evaluate the Member’s qualifications (such as technical certifications, number of successful ICP deployments, client references, etc.) and determine eligibility for the Partner tier. Conversely, a Participant in the Partner tier must continue to meet the required standards; failure to do so (for example, a lapse in activity or quality) may result in DFINITY, in its sole discretion, downgrading the Partner to the Member tier or, in severe cases, removing them from the Program altogether. Regular reviews (e.g., annually) may be conducted by DFINITY to ensure tier criteria are maintained. Partners and Members will be notified of any tier status changes, including any suspensions, along with reasons and may be given an opportunity to correct deficiencies as applicable.

3.3 Partner Tier Criteria (Summary): To qualify for the Partner tier, the Member should typically meet or exceed a combination of qualitative and quantitative milestones, which may include:

Technical Competency: Demonstrated ICP expertise, such as having a certain number of developers, architects or consultants on staff who have completed ICP training or certification (when available), or having consulted or built a functioning application or integration on ICP.
Successful Implementations: At least one or more successful ICP-based project deployments (e.g. a proof-of-concept or production system for an enterprise or institutional client). The Member should provide case studies or client references demonstrating the project outcomes.
Contribution to Ecosystem: Active contributions that improve the ICP ecosystem or community could be a plus. This might include open-source contributions, publishing ICP developer resources, or involvement in community events, indicating alignment with the collaborative ethos.
Business Commitment: A clear business plan or go-to-market focus on ICP. For instance, dedicating a team to ICP practice, integrating ICP into the Member’s service offerings or product lineup, and showing a pipeline of ICP opportunities.
Quality and Compliance: Adherence to all Program obligations (professional conduct, reporting, etc.), with no history of violations.
DFINITY Evaluation: An internal review and approval by DFINITY’s program committee. DFINITY may require an interview, additional information, or a trial project to assess readiness for deeper partnership.

The above criteria are provided as guidance. DFINITY reserves the right to exercise discretion in qualifying Partners to ensure alignment with Program objectives.

4. Eligibility and Enrollment

4.1 Eligibility Requirements: To be eligible to join the Program, an applicant must:

Be a legally formed entity in good standing in its jurisdiction, or an individual sole proprietor of a recognized business, capable of entering into these Terms. As the applicant to this Program, you represent that you have authority to bind your organization to these GT&C.
Have at least a demonstrable capability or plan to engage in one or more Partner Activities on the ICP. This could mean prior experience in blockchain/Web3 development, cloud/security consulting, or operating IT infrastructure, and an interest in applying such experience in the ICP ecosystem.
Not be engaged in any activities that would conflict with or pose a reputational or legal risk to the ICP ecosystem or DFINITY.
Not be located in a geographical area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes.
Comply with all sanctions, export controls, anti-money laundering laws, and other regulations to the extent required by applicable laws.
Successfully pass KYB, according to a process that, in the sole discretion of DFINITY, is deemed sufficient.
Not employed in any way by DFINITY or any of its affiliates or an immediate family member of anyone thereof.
Agree to abide by any applicable code of conduct and community guidelines when interacting in ICP forums or events (these will be provided upon application).

DFINITY may update specific eligibility criteria from time to time.

4.2 Application Process: Interested organizations must submit a Program application here: www.internetcomputer.org/alliance . By submitting an application, the applicant acknowledges that all information provided is truthful and accurate to the best of their knowledge. Providing false or misleading information is grounds for rejection or removal from the Program if DFINITY later determines that the information provided on the Program application was false or misleading.

4.3 Acceptance into Program: DFINITY will review each application and if accepted, will send an invitation to an onboarding interview meeting. If the applicant is accepted into the Program, the applicant will be accepted as either a Member, or in exceptional cases, a Partner (if all Partner criteria are evidently fulfilled at the time of the application submission). Acceptance notices will be sent to the email address the Participant provides. The effective date of Program membership (“Effective Date”) is when DFINITY notifies the applicant of their acceptance into the Program or any earlier date specified in such notice. Upon acceptance, the Participant is bound by these Terms. DFINITY may decline any application at its sole discretion.

4.4 Program Fees: At present, there is no fee to join the Program. Participation is based on mutual value creation rather than payment. (If in the future DFINITY introduces any membership fees or requires additional steps to be taken as a condition to continue participation in the Program, such changes will be communicated in advance and Participants will have the choice to consent to those changes or withdraw from the Program.) The primary “investment” expected from Participants is effort and commitment.

4.5 Onboarding: Participants will receive a welcome kit outlining how to access Program resources (training, community forums, etc.) and how to access Benefits. They will also be introduced to a DFINITY partner manager or point of contact. If accepted as a Partner, the Partner may have an additional onboarding call to discuss joint planning, go-to-market alignment, and to sign any additional agreement (such as a detailed joint marketing plan, SOW, partnership agreement or NDA) as may be needed.

4.6 Compliance and Changes in Status: Participants must notify DFINITY of any significant changes that could affect Program eligibility or tier status – for example, mergers/acquisitions of the Participant changes in control, or changes that might violate eligibility criteria (like being acquired by a sanctioned entity). DFINITY reserves the right to re-evaluate eligibility upon such changes. Continuation in the Program may be conditioned on reaffirmation of these Terms and any updated requirements periodically. If the Participant is found to be in violation of this section at any time during its tenure in the Program, DFINITY may, in its sole discretion, remove the Participant from the Program.

5. Participant Activity Focus Areas

The Program acknowledges that different Participants engage with the ICP ecosystem in different ways. Participants may focus on Consulting & Advisory, Building & Integration or a combination of these activity categories, depending on the Participant’s business model. This section outlines each activity category in detail, and the Program provides tailored support for each type of activity category. Understanding these categories helps clarify the roles partners play in the broader ICP ecosystem and the expectations from each.

5.1 Consulting & Advisory Participants: are management and technology consulting firms that specialize in early-stage ideation, digital transformation strategy, solution architecture, implementation planning, and venture development. These Participants typically operate at the pre-build stage of a project—helping clients understand where and how to leverage ICP within their digital strategy. Some also engage in venture-building or incubating Web3-enabled business models that use ICP as core infrastructure.
5.2 Building & Integration Participants: are software development firms, system integrators, and technology providers that deliver end-to-end execution of projects involving ICP. These Participants specialize in designing, building, integrating, and operating solutions powered by ICP, either as standalone decentralized applications (dApps) or as part of broader enterprise systems. They also provide ongoing technical support and operational management, such as maintaining canister smart contracts, cycle top-ups, and ICP-native identity/authentication services to their clients.

Participants may have capabilities in multiple categories (e.g., a Participant might build an ICP business solution and then also service and run it for the client). The Program is flexible – it does not require a Participant to choose only one activity category, but understanding these roles helps DFINITY provide relevant support. During enrollment and periodic reviews, DFINITY may ask the partner to identify their primary and secondary activity focus. All Participants, regardless of their activity focus, are encouraged to work together in the spirit of Web3 collaboration – consultants might hand off solutions to builders for customization, integrators might rely on operators for hosting, etc. DFINITY encourages an ecosystem approach where various ecosystem roles complement each other rather than compete.

6. Program Benefits

Participants in the Program are entitled to various Benefits provided by DFINITY, commensurate with their tier (Member or Partner) and, in some cases, their activity focus. The Benefits structure is designed to help partners grow their ICP-related business activities, reward successful project delivery and/or implementation, and create mutual success. As Members progress to the Partner tier, they unlock additional benefits and resources, reflecting their deeper commitment and proven expertise. This section outlines the key benefits available. (Some benefits may require additional agreements or conditions as noted herein.)

6.1 Benefits for Member Tier: Members receive foundational support to begin or expand their engagement with ICP. Core benefits for all Members include:

Official Member Recognition: Members earn the right to be called an “ICP Alliance Member” and receive a special Member badge. They are listed in the ICP Alliance Directory on DFINITY’s website, which showcases approved Members & Partners to potential enterprise users (including a profile of their services/solutions). This recognition increases their credibility and exposure. DFINITY and the ICP community may publicly announce new Members and celebrate successful projects completed by Members.

Use of Member Badge: Members can display their Member badge on their website and marketing materials. Use of this badge must conform to the Program’s branding guidelines. The Member badge signifies that the organization is recognized as part of the ICP Alliance Program at the Member tier.

Training and Education: Curated ICP technical documentation, online training materials, and webinars. Members may be invited to attend Participant-only workshops or bootcamps to get up to speed on ICP development and deployment. DFINITY may also offer free or discounted courses/certifications.
Community and Knowledge Sharing: Inclusion in a Program community forum where Members can ask questions to DFINITY experts or other partners. Members may also be invited to join local ICP Hub meetups or global community events to network and learn.
Technical Support (Standard): Members have access to a baseline level of technical support for ICP-related questions by sending an email to alliance@dfinity.org. While not as fast or in-depth as support for Partners, this ensures Members are not stuck on critical issues.
ICP Ecosystem Updates: Regular newsletters or briefings about new ICP features, roadmap updates, and Program news. Members might get early insights into upcoming releases so they can plan offerings accordingly.
Eligibility for Certain Programs: Members who participate in global ICP initiatives open to the community such as hackathons, grant programs, etc., may be eligible for priority status.

These benefits aim to provide Members with the “education & insights” and “access & support” needed to start building their business activities leveraging the ICP. In essence, Members get the tools to develop ICP skills and the initial platform to showcase their capabilities.

6.2 Additional Benefits for Partner Tier: Partners enjoy all the benefits of the Members tier, plus a suite of enhanced benefits reflecting their status and alignment with DFINITY. Key additional benefits for Partners include:

Official Partner Recognition: Partners earn the right to be called an “ICP Alliance Partner” (advanced tier) and receive a special Partner badge. They are listed in the ICP Alliance Directory on DFINITY’s website or marketplace, which showcases approved Partners to potential customers (including a profile of their services/solutions). This recognition increases their credibility and exposure. DFINITY and the ICP community may publicly announce new Partners and celebrate successful projects completed by Partners.
Priority Lead Referrals: DFINITY will actively match enterprise leads and inquiries to Partners best suited for the opportunity. When a business approaches DFINITY seeking an ICP solution or when DFINITY’s business development team identifies a prospect that needs implementation help, those opportunities (leads) are funneled through the Program. Partners receive prioritized introductions to such prospects, based on geography, industry, or expertise fit.
Joint Sales and Bidding Support: Partners can participate in Joint Opportunities with DFINITY (see Section 8 for details). In practice, this means DFINITY might invite a Partner to co-pitch to a client or to be the implementation arm in a proposal that DFINITY is supporting. Partners get assistance in preparing proposals, architecture guidance for the specific client need, and potentially a DFINITY representative to endorse the Partner’s capabilities to the client.
Marketing and Co-Branding Opportunities: DFINITY will collaborate with Partners on marketing initiatives. Examples include (but are not limited to): joint press releases for significant client wins or partnerships, case study publications on DFINITY’s site or blog highlighting the Partner’s solution, speaking slots or sponsorship opportunities at DFINITY events or conferences, and co-branded webinars or workshops for potential customers.
Advanced Training and Certification: Partners receive vouchers for free access to advanced ICP training modules not available to the general public, possibly including in-person training sessions. Additionally, Partners may receive train-the-trainer sessions to enable them to educate their broader team and even their clients.
Technical Support (Enhanced): Partners get elevated access to DFINITY’s technical support resources. This could mean faster response times (e.g., a dedicated support hotline or Slack channel), direct access to senior ICP engineers for complex issues, and proactive technical consultations. For mission-critical projects or infrastructure being run by a Partner, DFINITY may assign a technical support manager to ensure success.
Funding and Incentives: Recognizing that early enterprise projects might need financial backing to reduce risk, DFINITY may provide funding incentives to Partners. This might take the form of co-funding a proof-of-concept for a client (through the Developer Grant Program or a special fund for Partner-led projects). For example, if a Partner secures a project in a strategic industry, DFINITY may provide a grant to subsidize the development efforts, benefiting the Partner’s client and the Partner. Partners may also be eligible for performance-based incentives (e.g., an award for every successful software deployment on ICP that meets certain criteria) or a referral bonus if they bring a new enterprise onto ICP. All funding and incentives are subject to DFINITY’s approval process (outlined in Section 9) and requires compliance with usage guidelines. Additional terms may apply.
Product Feedback and Roadmap Influence: Partners have the opportunity to join the Developer Forum to vote on and provide input to the ICP community regarding ICP features and roadmap priorities, especially those affecting enterprise adoption. Partners may be invited to join a Partner Advisory Council or quarterly product calls to provide feedback on the development of ICP (e.g., suggesting improvements that would help their clients). Partners will get early access to beta features to test with their clients.
Ecosystem Collaboration: Beyond direct DFINITY interactions, Partners gain connections across the ICP ecosystem such as introductions to other Partners for cross-collaboration, introductions to venture opportunities , and to research or academic collaborations. DFINITY acts as a facilitator to ensure Partners can tap into all facets of the ICP ecosystem.
Top-Tier Rewards: If the Program later establishes a higher tier or special designations within the Program (for example, if a “Premier Partner” or similar emerges in the future, or awards like “Partner of the Year”), Partners will be in contention for those accolades. For now, within this two-tier system, DFINITY might still recognize exceptional Partners through awards or spotlight features. These distinguishments increase the Partner’s marketability.

Partner tier benefits are oriented around “recognition & rewards” and deeper “access & support”. Through their participation in the Program (through training, successful projects, etc.), the Partner earns a reciprocal investment from DFINITY – whether in leads, funding, or collaborative selling. This aligns incentives: as the Partner helps drive ICP adoption, they are directly supported and rewarded.

From time to time, DFINITY may provide an updatedBenefits Guide that details all current benefits. The Benefits Guide is incorporated by reference into these Terms. Benefits are subject to availability and Program policies; some may vary by region or be added/removed as the Program evolves. Participants will be notified of any material changes to benefits.

7. Participant Obligations and Requirements

To ensure the Program’s success and maintain a high standard of quality, all Participants must uphold certain obligations. By participating in the Program, Participants agree to conduct themselves and their business in a manner that reflects positively on the ICP ecosystem, DFINITY (including DFINITY’s reputation) and complies with the GT&C. This section describes the general obligations for all Participants, as well as additional obligations specific to each tier and to particular activity categories when applicable.

7.1 General Obligations (All Participants): The following requirements apply to all Participants of the Program:

Professional Conduct: Participant will at all times conduct their Program-related activities in a professional, ethical, and competent manner. This includes treating customers, other Partners, and DFINITY staff with respect, and performing services with diligence and skill. Participants will not engage in any misleading, deceptive, or harmful practices. If representing ICP related solutions to clients, Participant must do so honestly, without misrepresenting capabilities or making unrealistic claims.
Compliance with Laws and Policies: Participant must comply with all applicable laws and regulations in the jurisdictions where Participant operates or engages in. This includes data protection laws, export controls, anti-corruption laws, and any industry-specific regulations relevant to Participant’s solutions (e.g., financial regulations if Participant implements ICP in a fintech context). In addition, Participant agrees to adhere to DFINITY’s published policies relevant to the Program (such as branding guidelines, and any security best practices for ICP development). Participants must not use ICP or associated tools in violation of any laws (for example, Participant should not build illicit services or help launder money via ICP – doing so is cause for immediate termination).
Use of DFINITY and ICP Marks: Any use of DFINITY’s trademarks, logos (including the Member or Partner badge), or representation of themselves as a Participant of the Program must follow the related branding and trademark usage guidelines provided by DFINITY. Participant may publicly state that they are an “ICP Alliance Partner” or “ICP Alliance Member” as applicable, and advertise any ICP solutions or services they offer. However, Participant may not misrepresent their relationship as being an employee, agent, or exclusive ICP solutions provider for DFINITY.
Quality Control and Customer Satisfaction: Whether Participant is building products or delivering services, Participant commits to maintain a high quality of work. Participant should gather feedback from their end-customers and strive for successful outcomes. DFINITY may request that Participant report on customer success stories or, conversely, inform DFINITY of any major customer issues or project failures related to ICP, along with remediation steps. This transparency helps improve the ICP ecosystem. If repeated complaints or poor-quality outputs are associated with Participant’s participation in the Program, DFINITY may intervene with guidance or, if unheeded, consider suspension of Participant’s membership in the Program.
Continuous Learning: Given that ICP is a rapidly evolving technology, Participants are expected to continuously update their knowledge. All Participants should attend the public DFINITY Global R&D meetings, and any new training or re-certification as offered by DFINITY. Each Participant must always maintain at least one person in their team who is an “ICP point of contact” to stay abreast of the latest technical and ecosystem developments via DFINITY communications.
Program Participation Commitment: Participants are expected to allocate sufficient internal resources to maximize their participation in the Program. For example, Participants should allocate some amount of time (continuously) learning about ICP technology and ideally undertake at least one client project per year. Participants should have a dedicated team or practice around ICP technology. Essentially, the Program is not a passive listing – active participation is required.
Reporting and Communication: Participants must provide regular reports to DFINITY to help measure Program impact. This may include quarterly summaries of Participant’s ICP-related activities: number of projects in pipeline, successful case studies, challenges faced, and feedback. These reports are crucial for DFINITY to understand ICP ecosystem growth and where support is needed. Additionally, if DFINITY requests information for Program administration (for example, confirming Participant still meets tier criteria, or updating Participant’s company profile for the ICP Alliance Program directory), Participant will respond in a timely manner.
No Conflicts of Interest: Participants should avoid situations that create a conflict of interest in the context of the Program. For instance, if Participant is advising a client about various blockchain solutions including ICP, and Participant has a financial stake in a competitor platform, Participant should disclose that appropriately. Participants should always strive to act in the best interest of the client and the integrity of the technology choice. Separately, if Participant is involved in ICP governance (e.g., voting neurons in the Network Nervous System), Participant should ensure their voting decisions do not influence any Participant discussions with their clients.

Ethical Collaboration: At all times, Partners must keep confidential any sensitive information shared by DFINITY and must not use any insider knowledge to the detriment of DFINITY or the ICP community. For example, if Partners receive notice of a vulnerability fix, they must not exploit it or share it prematurely. Also, Partners should avoid any practices that would constitute bribery or kickbacks in securing business – e.g., if working on a government project jointly, both DFINITY and the Partner must adhere to all government procurement ethics. Any violation of anti-bribery laws or unethical behavior by a Partner can lead to immediate expulsion from the Program (and possible legal consequences).

7.2 Additional Obligations for Partner Tier Participants: In addition to the general obligations above, Partners also agree to a higher level of responsibility reflecting their closer collaboration with DFINITY and representation as leading ICP Alliance Partners:

Maintain Competency and Certifications: Partners must ensure that they continuously meet the competency criteria that qualified them for this tier. For example, if a Partner tier requirement is to have at least 2 ICP-certified developers, the Partner must keep that up (accounting for staff turnover by training new staff). DFINITY may periodically audit or request evidence of certifications, project deliveries, or other qualifications. Partners should promptly notify DFINITY if they no longer meet a certain criterion (e.g., their ICP expert left the company) and have a plan to address the gap (such as hiring or training a replacement).
Engagement in Joint Opportunities: Partners should be prepared to actively engage in joint sales or implementation opportunities with DFINITY when invited. This means allocating pre-sales resources, solution architects, or executives to work on proposals or client meetings that DFINITY involves them in. We understand not every opportunity will fit a partner’s schedule or expertise, but a general commitment to make reasonable efforts is expected. If a Partner repeatedly declines or ignores joint opportunity invitations without valid reason, DFINITY may reconsider the Partner’s tier status, as it signals misalignment with the Program’s go-to-market collaboration objective.
Account Planning and Transparency: Partners will work with DFINITY on account and opportunity planning in strategic markets. This might involve sharing (under NDA) Partner’s ICP-related sales pipeline with DFINITY, so DFINITY can coordinate and avoid channel conflict. Both DFINITY and the Partner commit to avoid circumventing each other on leads either party brings to the table: e.g., if a Partner brings a lead, DFINITY will not separately approach that prospect without Partner’s involvement in relevant discussions; similarly, if DFINITY introduces a client to a Partner, the Partner will not exclude DFINITY from relevant discussions. We aim to foster trust through transparency.
Reference Ability: Partners should serve as a reference for ICP technology to new potential customers or other third parties, when appropriate. DFINITY may occasionally ask Partners to speak to analysts, appear in case studies, or talk to a prospective client to attest to the viability of ICP in enterprise. While participation is voluntary, being a referenceable partner enhances the credibility of the whole ICP ecosystem. Partners should also furnish at least one detailed case study or reference of an ICP project per year that DFINITY can use (with Partner’s help in obtaining client permission if needed) in marketing and community showcases.
Quality and Performance Targets: DFINITY may set certain performance targets for Partners, such as a minimum number of ICP deployments per year, or customer satisfaction survey targets. These are meant not as quotas but as benchmarks to ensure the Program continues to provide value for all parties. Partners should strive to meet or exceed these targets and will discuss with DFINITY if there are blockers. If a Partner consistently underperforms (e.g., no new ICP projects in a long period), DFINITY may, in its sole discretion, place the Partner on a performance improvement plan or downgrade them to Member tier until activity resumes.
Adherence to Additional Terms: From time to time, specific programs or incentives available to Partners might come with their own terms (for example, if given a grant for a project, applicable Grant Program Terms would apply). As such, Partner agrees to enter into and comply with any applicable Additional Terms as part of receiving a particular Benefit. If a conflict arises between those additional terms and this GT&C, generally those specific terms govern for that specific aspect, and these GT&Cs govern everything else.

7.4 Consequences of Non-Compliance: Failure to meet the above obligations can result in actions by DFINITY including suspension of certain Benefits, a requirement to undertake remedial training, a downgrade of tier, or removal from the Program. DFINITY will provide notice and an opportunity to cure in cases of minor non-compliance. However, egregious breaches (e.g., illegal conduct, severe ethical violations, or actions that seriously harm the ICP network or reputation, DFINITY’s reputation or the integrity of the Program) may result in immediate termination of Participant’s membership in the Program at DFINITY’s sole discretion. Participants agrees to cooperate with any compliance checks or investigations DFINITY initiates from time to time.

8. Collaboration and Joint Opportunities (Co-Selling and Co-Development)

One of the core advantages of the Program is the facilitation of collaboration between DFINITY and Participants in pursuing opportunities to advance the ICP ecosystem. This section describes how joint engagements work, covering both co-selling (joint sales/bids) and co-development initiatives. The goal is to ensure that Participants and DFINITY operate as a cohesive team, leveraging each other’s strengths to win enterprise adoption of ICP.

8.1 Joint Sales and Bidding (Co-Sell Framework):
When a significant enterprise or institutional opportunity is identified – whether by DFINITY’s outreach or through a Participant’s sales efforts – DFINITY and the Participant may decide to pursue it together. The Co-Sell Framework follows the below approach:

Opportunity Registration: Participant or DFINITY will inform the other party about an opportunity early to avoid duplication.

Lead Attribution and Protection: The Program includes a lead protection mechanism to encourage fair collaboration and opportunity sharing. If a Participant introduces a new customer lead, that lead is protected in favor of the originating Participant, who receives priority to pursue the opportunity for a period of 6 months during which they are expected to actively progress the deal. For leads initiated by DFINITY, the company will assign the opportunity to one or more Participants based on relevant expertise, past performance, or through a fair rotation if multiple Participants are qualified. Participants agree not to interfere with or pursue leads protected for others, and any poaching may result in removal from the Program.
Joint Account Planning: For each joint opportunity, DFINITY and the involved Participant(s) will discuss roles and strategy. For instance, DFINITY might handle pitching the ICP technology vision and long-term roadmap assurance, while the Participants focuses on how they will deliver the solution and post-implementation support. Both may attend sales meetings with the client as a unified front. They will share necessary information to tailor the solution to the client’s needs.
Proposal and Solutioning: In responding to a client’s RFP or requirements, DFINITY can provide a standard ICP platform description, security and performance metrics, etc., while the Participant provides the services scope, pricing for implementation, and any custom development details. The parties may produce a joint proposal document where DFINITY’s portion covers the protocol and maybe any DFINITY-provided pricing incentive (if applicable), and the Participant’s portion covers the implementation plan and costs. It should be clear to the client how the responsibilities are split. If the client prefers a single contract party, one approach is the Participant serves as prime contractor and DFINITY a subcontractor for certain aspects (or vice versa), but usually DFINITY doesn’t charge for ICP usage itself (ICP is permissionless and usage is via token cycles), so often DFINITY’s “contribution” is free technical guidance and perhaps funding as described in Section 9. The exact commercial arrangement will vary case by case; the Program does not mandate a single model, but DFINITY will provide guidance on structuring deals.

Execution and Handover: Once a jointly-pitched project is won, the execution typically lies mainly with the Participant (especially for implementation services). DFINITY’s ongoing role might be advisory unless specific tasks were agreed. The client will usually sign a contract directly with the Participant for services. There might also be a three-way agreement or an MoU to document DFINITY’s involvement. Regardless, during execution, the Participant should keep DFINITY updated on major milestones and any issues where protocol-level help is needed.
Account Ownership: Generally, the customer relationship is primarily owned by the Participant delivering the project (for support, upsell, etc.), since DFINITY is not a vendor selling a product to them in the traditional sense. However, for strategic accounts , DFINITY will likely maintain a direct relationship as well for advocacy and future collaboration. Participant and DFINITY agree not to cut each other out of that relationship.

8.2 Co-Development and Collaboration on Solutions:
Beyond specific sales opportunities, the Program encourages Participants to collaborate with DFINITY on developing solutions, tools, or methodologies that benefit multiple customers or the community at large.

8.3 Coordination and Communication:
To facilitate the above collaboration (both co-selling and co-dev), DFINITY will assign internal liaisons for Participants: typically a partner manager on the business side and a R&D Advocate on the engineering side. Regular sync meetings (quarterly) with each Participant are expected, to discuss pipeline, opportunities, progress on joint initiatives, etc.

9. Funding Support and Grant Alignment

A distinguishing feature of the Program is the availability of ecosystem funding to stimulate projects and innovation. This section explains how those funding mechanisms support Participants of the Program.

9.1 Purpose of Funding: The Program seeks to channel funding to high-impact Participant-led initiatives that both serve an enterprise need and contribute reusable assets or learnings to the ICP ecosystem.

9.2 Types of Funding Available: DFINITY may offer several forms of funding or incentives to Program Participants (subject to additional terms and conditions), especially to those in the Partner tier, including:

Customer Success Grants: Direct grants to offset some of the development or implementation costs of a Participant’s project for a client. These may also be granted in milestone tranches.
Cycle Credits: ICP operates by converting ICP tokens into compute cycles (the fuel for computation). DFINITY would allocate cycle credits to Participants or their clients as part of their project. For example, DFINITY might fund the first 6 months of cycle consumption for a client’s application as a way to reduce initial operating costs.

9.4 Coordination with Developer Grant Program: The Program doesn’t replace the Developer Grant Program but complements it. There may be some instances where a project led by a Participant might also qualify as a Grant Program project. In those instances, the Program committee would recommend the Participant and their project to the Developer Grant selection committee which may expedite approval into the Developer Grant Program. Participants who get accepted into the Developer Grant Program will be required to enter into the corresponding Developer Grant Program’s Terms and Conditions.

10. Term and Termination

10.1 Term: The GT&C and Participant’s participation in the Program commence on the Effective Date of Participant’s acceptance and will continue until terminated as provided below. DFINITY reserves the right to terminate or restructure the Program as a whole with reasonable notice to all participants. Program membership is intended to be long-term and renewable, subject to the Participant continuing to meet Program requirements and abiding by the GT&C.

10.2 Renewal: The Program operates on an annual cycle. Each year, DFINITY may ask Participants to reaffirm their commitment to the Program and update their company profile and compliance status. If there are annual tier fees or renewal forms in the future, Participants will be notified in advance. In absence of any specific renewal action, Participant’s membership simply continues year to year as governed by the GT&C, which may be updated from time to time. If a Participant is found to be inactive or out of compliance during any annual review period, DFINITY may decide to terminate or adjust Participant’s tier status with notice.

10.3 Voluntary Termination by Partner: Participant may terminate Participant’s participation in the Program at any time for any reason by providing written notice to DFINITY. We request that Participant give at least thirty (30) days’ notice so we can off-board the Participant gracefully (and possibly discuss if any projects are in progress). Upon Participant’s termination, Participant must cease representing themselves as an ICP Alliance Partner or Member and cease use of any partner badges or DFINITY confidential materials. If Participant later wishes to rejoin, Participant must reapply and meet the eligibility criteria at that time.

10.4 Termination DFINITY: DFINITY may terminate Participant’s Program membership under the following conditions:

For Cause (Breach): If Participant materially breaches any obligation of these Terms or any Additional Terms (for example, misuse of funds, significant violation of code of conduct, or misrepresenting Participant’s partner status), and such breach is not cured within 15 days of notice, DFINITY may terminate Participant’s membership immediately after the cure period..
Failure to Meet Criteria: If Participant no longer meets the minimum requirements for their membership tier and have not remedied this within a reasonable time after DFINITY’s notice, DFINITY may terminate Participant’s membership.
Program Misalignment: If it is determined that Participant’s goals or activities are no longer aligned with the Program’s objectives. For instance, if a Participant shifts focus to a competing platform entirely and is no longer investing in ICP, DFINITY may choose to end the Participant’s Program membership rather than keep a nominal relationship.
Assignment: Participant may not assign or transfer the GT&C by operation of law or otherwise) without the prior written consent of DFINITY and any prohibited assignment will be null and void. DFINITY may assign the GT&Cs or any rights hereunder without Participant’s consent. Subject to the foregoing, the GT&C will bind and inure to the benefit of the parties’ permitted successors and assigns .
Termination of the Program (in whole or in part): If DFINITY decides to end the Program entirely, all memberships will be terminated with at least 30 days’ notice. DFINITY may also terminate the Program in a specific geography or sector if needed due to regulatory or strategic reasons – affected Participants would be informed similarly.

10.5 Effect of Termination: Upon termination (by either party), the following will occur:

Participant must immediately stop using DFINITY’s Confidential Information, and return or destroy all such materials except as required to be retained by law, or routine backups, etc.
Participant must cease all public representations of their participation in the Program, including, but not limited to, removal of membership badges from their websites and all marketing materials. DFINITY will likewise remove Participants name from the Program’s public directory and cease referring to Participant as a current member of the Program. (DFINITY may still list past projects in historical context, but not imply an ongoing relationship.)
Any licenses to DFINITY IP granted under the GT&C shall end immediately.
If Participant is in the middle of a joint project with DFINITY, the parties will discuss how to transition or conclude it. DFINITY may step in to help a client if a Participant leaves mid-project as needed.
Upon any termination, discontinuation or cancellation of the Program or the GT&C, all provisions of the GT&C which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Termination of Participant’s membership in the Program means Participant will no longer have access to the special benefits of the Program, but it does not mean that Participant cannot continue to use ICP technology. ICP is permissionless; Participant is free to build on ICP, just like any ICP community member, even after leaving the Program – Participant just won’t have the formal support or privileges. If Participant has entered into separate agreements during their participation in the Program, Participant is responsible for any of such agreements’ obligations beyond the Program’s end.

11. General Provisions

11.1 Independent Contractors:

Participant’s relationship with DFINITY is that of an independent contractor, and nothing in the GT&C 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 DFINITY may make available to its employees. Participant is not authorized to make any representation, contract, or commitment on behalf of DFINITY, unless specifically requested or authorized in writing to do so by an authorized officer of DFINITY. Participant is solely responsible for, and will file, on a timely basis, any and all applicable tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to Partcipant’s participation in the Program, and any Benefits received therein.

11.2 No Exclusivity: This Agreement is non-exclusive. DFINITY may appoint or work with other Participants, even competitors of Participants, on the same or similar projects. Likewise, Participants are free to have alliances with other technology providers, including competing blockchain platforms or cloud services, as long as Participant fulfills the Program obligations and manage conflicts of interest ethically (as noted in Section 7). Nothing here guarantees Participants a specific territory or market segment. The Program expects a collaborative but open market approach.

11.3 Confidentiality: At all times, during the term of the GT&C and thereafter, and to the fullest extent permitted by law, Participant agrees 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 Program, and not to disclose it to others. Participant also agrees 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 DFINITY and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to Participant or to which Participant has access in connection with participating in the Program and (ii) the GT&C. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of the Participant; (b) was rightfully in Participant’s possession at the time of disclosure, without restriction as to use or disclosure; or (c) Participant rightfully receives 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..

11.4 Indemnification of DFINITY: Participant agrees to release, indemnify, defend and hold DFINITY and its affiliates, subsidiaries, directors, officers, employees and agents, including advertising and promotion agencies, and assigns, and any other organizations related to the Program, 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 Program, any information submitted to DFINITY by Participant or acceptance use of any Benefits, including without limitation (i) any condition caused by events beyond the DFINITY’s control that may cause the Program 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 Participant may receive in connection with the Program, or acceptance, possession, or use of any Benefits, or from participation in the Program; and (iii) any printing or typographical errors in any materials associated with the Program.

11.5 Intellectual Property: This Agreement does not transfer ownership of any intellectual property (IP) between the parties. DFINITY retains all IP rights in the ICP protocol, its code, the DFINITY website, logos, trademarks, etc. Participant retains all IP rights in their products, services, code, and trademarks. Each party grants the other a limited license to use its trademarks and certain IP as needed to fulfill Program obligations and benefits set forth herein: e.g., DFINITY allows Participant to use the “ICP Appliance Partner” badge; Participant allows DFINITY to use Participant's company name/logo in the ICP Alliance Directory and case studies. Any use of the other party's marks must comply with the respective party’s branding guidelines and is revocable. If any co-developed work product occurs, the ownership/licensing of that will be handled in the specific project terms (see Section 8 and 9 discussions – typically leaning open source or joint rights). By providing any materials to DFINITY (like a whitepaper Participant wrote, or a demo app) during the term of Participants participation in the Program, Participant grants DFINITY a non-exclusive, irrevocable, worldwide, royalty-free, non-sublicensable license to use, copy, distribute, and create derivative works of those materials within the scope of promoting ICP and the Program. This ensures we can, for example, host Participant’s case study on our site or include Participant’s solution in a compilation for clients.

11.6 Publicity: Unless otherwise stated herein, neither party will issue a press release, any marketing communications, or formal public announcement related to the Program (including the GT&C) without obtaining prior written approval from the other. Any media inquiries that involve the other party’s role or quotes should be redirected to such party for official comment(s).

11.7 Disclaimers:

ICP, DFINITY’S WEBSITES, INCLUDING THE PROGRAM WEBSITE, AND ANY DFINITY MATERIALS PARTICIPANT MAY HAVE ACCESS TO IN CONNECTION WITH THE PROGRAM ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. DFINITY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) IN CONNECTION WITH THE GT&C, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DFINITY MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE PROGRAM, DFINITY WEBSITES OR ANY DFINITY MATERIALS WILL MEET PARTICIPANT’S REQUIREMENTS, THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) PARTICIPANT PROJECTS WILL BE COMPATIBLE WITH CURRENT OR FUTURE VERSIONS OF DFINITY OR ICP PRODUCTS OR SERVICES; OR (III) PARTICIPANT WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM PARTICIPANT’S PARTICIPATION IN THE PROGRAM.

11.8 Limitation of Liability: NEITHER DFINITY NOR ANY OTHER PARTY INVOLVED IN THE ADMINISTRATION OF THE PROGRAM 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 DFINITY 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 PARTICIPANT. IN NO EVENT WILL DFINITY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).

11.9 Governing Law and Dispute Resolution: The GT&C 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.

11.10 Modifications to GT&C: DFINITY may update or modify the GT&C from time to time. When we do so, we will provide notice to Participants. Continued participation in the Program (or acceptance of new benefits) after the effective date constitutes acceptance of the updated GT&C. If Participant does not agree with the changes, Participant may terminate their participation in the Program.

11.11 Entire Agreement: This GT&C (including any Program guides or additional terms incorporated by reference) constitutes the entire agreement between Participant and DFINITY regarding the Program and supersedes all prior discussions, communications, or agreements (oral or written) about partnering on ICP through this Program (aside from separate specific contracts either party may have with the other party for purposes unrelated to the Program). Each party acknowledges that in entering this GT&C, it has not relied on any promises or representations not explicitly stated here. Any changes or waivers to this GT&C must be in writing and signed or acknowledged by both parties. If any provision of this GT&C is found to be unenforceable, it will be enforced to the maximum extent permitted and the remainder of the GT&C will remain in effect. No failure or delay by either party in exercising any right will constitute a waiver of that right.

11.12 Contact and Notices: Official notices under this GT&C must be sent to DFINITY at its registered address or official contact email for the Program, and to Participant at the contact information provided in Participant’s application (or any updates provided by Participant thereafter). It is Participant’s responsibility to keep Participant’s contact details current with DFINITY as ay-to-day communications can happen via email. For any questions related to this GT&C or the Program, Participants can reach the Program team at the designated email (alliance@dfinity.org).

IF YOU DO NOT AGREE TO THE GT&C, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE ICP ALLIANCE PROGRAM.