DFINITY DEVELOPER GRANT PROGRAM TERMS AND CONDITIONS
DFINITY Foundation (the “Foundation”) offers the DFINITY Developer Grant Program (the “Grant Program”) inviting Participants to build services, infrastructure, and tooling to grow the Internet Computer network and ecosystem. These Terms and Conditions (the “Terms”) apply to your participation in the Grant Program, and in addition to any other Grant Program terms, describes the Grant Program’s requirements as well as the benefits that you may receive as a participant in the Grant Program. While all Project Proposals (defined below) submitted by you (as an applicant or after acceptance into the Grant Program by the Foundation) will be reviewed by the Foundation, your creation or release of a Project (defined below) or your engagement in any other Grant Program related activities, do not obligate the Foundation to provide you with Rewards (defined below) or any other Grant Program benefits. YOUR PARTICIPATION IN THE GRANT PROGRAM IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE PROGRAM, YOU MUST STRICTLY ADHERE TO THESE TERMS. IF, AS PART OF YOUR VOLUNTARY PARTICIPATION, YOU MEET THE CRITERIA LISTED BELOW, YOU MAY RECEIVE CERTAIN AMOUNTS OF TOKEN OR CASH (“INCENTIVES”). YOU AGREE THAT ANY INCENTIVES RECEIVED BY YOU WILL BE FOR YOUR SERVICES IN TESTING THE FOUNDATION’S TECHNOLOGIES AS DEFINED BELOW AND AS PART OF THIS GRANT PROGRAM.
1. Certain Definitions. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, and any other 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 the Project Proposal(s), Project(s) and any other materials or information provided by you (including your team members if applicable) to the Foundation in connection with the Grant Program.
“Project” means the software, code, or other materials and content that you submit (or desire to submit) to the Foundation for review and/or consideration by the Foundation for the Grant Program under these Terms.
“Project Proposal” means a general description of each proposed Project, which among other details, specifies the features of the applicable Project, details on your team, and information on the budget.
“Program Milestone” has the meaning given in Section 3.1.
“Foundation Materials” means all information and materials that may be provided to Participant by the Foundation in the course of the Grant Program and all Intellectual Property Rights thereto.
“Token” means the Internet Computer Protocol (“ICP”) token, the native unit of value on the Foundation’s blockchain.
“Token Reward” means the eligible amount and type of Token which may be granted to Participants for participation in the Grant Program and/or completion of a Program Milestone in accordance with Section 3.
2. Eligibility; Program Requirements.
2.1. Eligibility. You may only participate in the DFINITY Developer Grant Program if:
You are over 18 years old or are the age of majority in the jurisdiction in which you reside at the time of application submission, or you are a business, and in each case have registered with the Foundation and satisfied the “Participation Requirements” set forth below;
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 DFINITY Developer Grant Program is not in violation of any national, state, or local law or regulation applicable to you;
You are not employed in any way by the Foundation or any of its affiliates or an immediate family member of anyone thereof.
You comply with all anti-money laundering and anti-terrorist requirements, to the extent required by applicable laws, and successfully pass KYC, as applicable, according to a process that, in the sole discretion of the Foundation, is deemed sufficient.
2.2. Application. The Grant Program is open to individuals and entities that have submitted a completed Grant Program application describing the Project Proposal via the grant program website located at dfinity.org/grants (the “Grant Program Site”) (or other method designated by the Foundation), and have received a written notice from the Foundation indicating its acceptance of the application. The Foundation will aim to, but is not obligated to, process each application within thirty (30) days after submission.
2.3. Request for Comment. If your application is accepted as set forth in Section 2.1 above, the Foundation will invite you to participate in an interview with several members of the grant selection committee and will communicate additional details of the Grant Program to you. You agree to follow all requirements as set forth in the Grant Program Site and in further instructions that may be provided to you by the Foundation.
2.4. Final Review. After the interview is complete, you will be informed either way of your grant acceptance or rejection. If accepted, you must confirm your agreed upon milestones, as set forth in the Grant Program Site and in further instructions that may be provided to you by the Foundation.
2.5. Program Requirements. To participate in the Grant Program, you must do the following in accordance with any timelines communicated to you in writing by the Foundation:
(a) execute any additional terms or forms (e.g., W9 or W8-BEN) as may required by the Foundation; and (b) comply with all Grant Program requirements as set forth in Sections 2.1, 2.2 and 2.3 above and all instructions and requirements as set forth in the Grant Program Site.
3. Program Milestones.
3.1. General. You may apply for and submit one or more Project Proposals to the Foundation in connection with your participation in the Grant Program. However, to be eligible to receive any Token Rewards or rewards paid in U.S. Dollars or U.S. Dollar stablecoins (collectively with the Token Rewards, the “Rewards”), you must satisfy and complete the corresponding program milestone requirements (each a “Program Milestone”), which will be set following your acceptance to the program. Any completion of a Program Milestone requires review and approval by the Foundation, such approval to be determined by the Foundation in its sole discretion. No Program Milestone will be deemed completed and eligible for the applicable Rewards until you have received a written approval notice of your Program Milestone from the Foundation. THE GRANTING OF REWARDS AS PART OF THE GRANT PROGRAM IS WITHIN THE FOUNDATION’S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE PROGRAM ARE FINAL AND NON-APPEALABLE.
3.2. Additional Requirements. The Foundation may request additional information from you as may be necessary to review and/or consider your Project Proposal or Project, and you must respond to any requests for additional information within three (3) business days from the time the request is made. You may forfeit any benefits, Rewards, and/or opportunities to proceed in the Grant Program if (i) the Foundation is unable to contact you or your designated representative within three (3) business days of first attempted notification, or (ii) you fail to respond within three (3) business days of notification. Rewards are granted without warranty of any kind from the Foundation, express or implied, without limitation. All applicable federal, state and local 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 Grant Program.
4.1. Payment of Rewards. Subject to these Terms, the Foundation shall pay Participant the Rewards specified for the completion of Project Milestones. Participant will otherwise perform the work in connection with the Grant Program at his or her own expense, and using his or her own resources and equipment. Participant acknowledges that the Rewards. Milestones, and schedules set forth in the Program Milestones and Payments exhibit (hereinafter referred to as “Program Milestones and Payments Exhibit”) approved by the Foundation, represents Participant’s entire reward with respect to these Terms and the Foundation will have no other obligation for any other compensation or expenses or costs incurred by Participant in connection with the performance of his/her obligations under these Terms unless otherwise agreed-upon in writing by the parties..
4.2. Milestones. The completion of a Project Milestone requires review and approval by DFINITY, such approval to be determined by DFINITY in its sole discretion. DFINITY, at its option, may provide Participant with its written quality standards for the Project and/or applicable Milestones. Participant agrees to use these standards, as well as additional guidance and suggestions which may be provided from time to time by DFINITY. Any or all Milestones must be satisfactory in the reasonable opinion of DFINITY, who retains the right to approve all such Milestones prior to completion and delivery. Without limiting the foregoing, Participant acknowledges and agrees that DFINITY’s payment obligation will be expressly subject to Participant’s delivery of each applicable Project Milestone as set forth in the applicable Program Milestones and Payment Exhibit. The approved Program Milestones and Payment Exhibit shall be made a part of and incorporated into these Terms. THE GRANTING OF REWARDS AS PART OF THE PROGRAM IS WITHIN DFINITY’S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE PROGRAM ARE FINAL AND NON-APPEALABLE.
5. Marketing and Promotion.
5.1. 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 Grant Program), without the prior written approval of DFINITY.
5.2. Publication in List. You agree that DFINITY 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, including on webpages and other promotional materials regarding third party products. You agree to provide DFINITY with product descriptions, images, logos, website links and other content regarding a Project as may be reasonably requested by DFINITY for inclusion in such lists and compilations, and for use in its related marketing activities.
5.3. 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 DFINITY and the DFINITY Products; (b) not engage in any unfair or deceptive trade practice involving DFINITY or the DFINITY Products; and (c) not make any false, misleading or disparaging representations or statements with regard to DFINITY or DFINITY's products and services.
6. Representations and Warranties.
6.1. 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 application, including in any Project Proposal, 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.
6.2. Disclaimer. THE FOUNDATION WEBSITES, INCLUDING THE GRANT PROGRAM WEBSITE, AND ANY FOUNDATION MATERIALS YOU MAY HAVE ACCESS TO IN CONNECTION WITH THE GRANT PROGRAM 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 GRANT PROGRAM, 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 GRANT PROGRAM.
7. Intellectual Property.
7.1. Participant Materials. You hereby grant to the Foundation a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, transmit and access your Participant Materials in connection with the Grant Program 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.
7.2. 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 Grant Program and the activities contemplated in Section 2, in any media formats, including, but not limited to advertising, marketing and promoting the Foundation and the Foundation’s products and services and identification of and discussion about your participation in the Grant Program. All goodwill arising from use of the Participant Marks will inure solely to the benefit of Participant.
7.3. 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 Grant Program.
7.4. 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 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. You must comply with either of the following:
Notwithstanding Section 7.1, you hereby agree to irrevocably and perpetually license the Participant Materials under the Apache License Version 2.0 (or future versions thereof) and/or the MIT License. Such Participant Materials may be made available on the Foundation’s Github page(s); or
Subject to Section 7.1, 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.
8. 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 Grant Program, 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 Grant Program 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.
9. Indemnification. You agree to 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 Grant 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 Grant Program, your Projects or acceptance or use of a Reward, including without limitation (i) any condition caused by events beyond the Foundation’s control that may cause the Grant 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 you may receive in connection with the Grant Program, or acceptance, possession, or use of a Reward, or from participation in the Grant Program; and (iii) any printing or typographical errors in any materials associated with the Grant Program.
10. Limitation of Liability. NEITHER THE FOUNDATION NOR ANY OTHER PARTY INVOLVED IN THE ADMINISTRATION OF THE GRANT 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 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.
11. Termination. The term of these Terms commences from the Effective Date and continues until (i) the completion of Participant’s participation in the Grant Program or (ii) these Terms or Grant Program is terminated by the Foundation, whichever is earlier (the “Term”). For example, if for any reason the Grant Program 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 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 Foundation’s products and services or this Grant Program, the Foundation reserves the right at its sole discretion to amend these Terms or cancel, terminate, modify or suspend the Grant Program 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 Grant Program 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.
13. 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.
14. 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.
15. 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 performance of the Services and receipt of fees under these Terms.
16. 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 Grant Program. 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.
17. 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.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE DFINITY DEVELOPER GRANT PROGRAM.