Project Catalyst Terms and Conditions

Background

1. Project Catalyst is the world’s largest decentralized innovation engine for solving real-world challenges within the Cardano blockchain platform (“Cardano”) ecosystem and for fostering Cardano’s governance and development, by incentivizing and funding community-approved ideas (“Project Catalyst”).

2. Project Catalyst has funding rounds every few months where the Cardano community submits proposals for technical, business, creative and community projects (“proposals” or “projects”). The holders of ada cryptocurrency evaluate and vote on which projects receive funding in the form of ada that is issued from the Cardano treasury (“funding” or “funds”).

3. Catalyst FC is an exempted limited guarantee foundation company incorporated in the Cayman Islands company (together with its subsidiaries and affiliates, “CFC”) to disburse Project Catalyst awards for approved projects (as described below), in conjunction with the Project Catalyst operator responsible for operating and administering Project Catalyst (the “Fund Operator”).

4. To either (a) participate in Project Catalyst rounds or (b) receive funding, all individual(s) and entity/entities (“you” or “your(s)”) are required to: (i) accept these Project Catalyst Terms and Conditions (these “Terms”), which, together with the Fund Rules (defined below) set forth the binding agreement between you and CFC; and (ii) complete the onboarding requirements further described in these Terms.

5. By accepting these Terms, participating in Project Catalyst or accepting funding from CFC, you represent and warrant that you have read, understand and agree to be bound by these Terms. You and CFC agree as follows:

1. Fund Rules; Your Obligations.

a. These terms should be read together with all rules, requirements and documentation applicable to the Project Catalyst funding round under which you have or may receive funding and that were provided or made available to you (the “Fund Rules”). If there is a conflict between these Terms and the Fund Rules, these Terms will control. As used in these Terms, “approved projects” are those (i) that have been approved by the Cardano community to receive funding and (ii) for which all individual(s) and entity/entities named on the proposal have completed CFC’s onboarding requirements (as further described in these Terms).

b. For all approved projects, you shall use the funds exclusively for the development and implementation of your proposal in accordance with its terms, the Fund Rules and any other parameters or requirements issued or agreed to by CFC in writing (email permitted) (collectively, “Specifications”). Unless you obtain CFC’s prior written consent, you shall not use the funds other than as set forth in these Terms and the Specifications. If you need to request a change in funding or to the Specifications, then you shall follow the applicable change request procedures found by searching for “change request” at https://docs.projectcatalyst.io/.

c. You shall comply with and participate in all of CFC’s onboarding requirements, which may include, without limitation, submitting complete and accurate information for know your customer (KYC), anti-money laundering (AML) and similar screenings conducted by or on behalf of CFC, and submitting a schedule setting out the milestones and deliverables to be accomplished during each phase of the project. If you fail to comply with or complete CFC’s onboarding requirements, or if CFC receives onboarding results that are unsatisfactory to CFC (in its discretion), then you will be disqualified from participating in the applicable Project Catalyst funding round (and potentially future funding rounds) and these Terms will immediately terminate upon CFC’s notice to you of being disqualified.

d. You shall comply with all other requirements issued by CFC and the Fund Operator from time to time including, without limitation, for approved projects: reporting regularly on the project’s progress; submitting evidence of completion of milestones or deadlines; providing documentation detailing how the project and milestones function; and submitting reports or providing demonstrations upon completion of the project.

1. Issuing Funds for Approved Projects. The terms in this Section 2 apply to approved projects.

a. So long as you comply with these Terms and the Fund Rules, CFC will issue the funds to an account designated by you as follows:

i. For projects that have not received funding at the time you accept these Terms: Upon completion of all onboarding requirements in a manner satisfactory to CFC, CFC shall issue you initial funding covering the first milestone. Funding for subsequent milestones will be issued prior to their commencement so long as: (A) you are in compliance with the project schedule; and (B) for the then-proceeding milestone, you have submitted documentary evidence satisfactory to CFC and the Cardano community that such milestone has been completed and achieved in accordance with the Specifications. The project schedule and the amounts and timing of issuance of the funds are as agreed upon by you and CFC during onboarding.

ii. For projects that have received funding at the time you accept these Terms: Upon completion of all onboarding requirements in a manner satisfactory to CFC, CFC shall issue you the remaining funding for your project, in accordance with the project schedule and the amounts and timing of issuance of the funds as agreed upon by you and the Fund Operator.

b. Upon CFC’s request, you shall provide documentary evidence satisfactory to CFC itemizing your expenditure of funds. In connection with receiving any funds, you are solely responsible for (i) making any required regulatory filings or reports and (ii) paying taxes or other payments imposed by a governmental authority. Excluding the agreed-upon amount of funding, you are responsible for all other financial obligations, costs and expenses incurred by you and your personnel (if applicable) in connection with the project (including, without limitation, paying transaction fees).

1. Intellectual Property Rights.

a. You or your licensors retain ownership of and responsibility for the content you create, feature, display or provide to CFC and the Cardano community in connection with your participation in Project Catalyst and the project (collectively, “Content”), in accordance with Applicable Laws (as defined below). You hereby grant CFC a perpetual, irrevocable, assignable, transferable, sublicensable, royalty-free, worldwide, non-exclusive license to, to the extent applicable, host, use, display, perform, publish, share, store and make copies and backups of, the Content. You hereby waive all “moral rights” to the Content and agree not to assert such claims against CFC to enable CFC to exercise the license and rights granted in this paragraph. This license does not grant CFC the right to sell the Content.

b. If the Fund Rules require your project to be open source, then you agree to grant a perpetual, irrevocable, assignable, transferable, sublicensable, royalty-free, worldwide, non-exclusive license to any individual or entity to view, use, display, perform, publish, share, distribute, store, make copies and backups of, reproduce, modify, sublicense and sell and otherwise exploit the Content in any manner or medium.

c. If the Content includes content (in any format) you do not own, then you shall ensure that portion of the Content is licensed to you under terms that permit you to grant the licenses and permissions in Sections 3(a) and 3(b), and you shall provide a copy of all such terms to CFC upon request.

d. Your use of CFC’s, the Fund Operator’s or any other third party’s website, mobile apps, products and services, and the ownership of intellectual property rights in and to the same, are governed by the relevant party’s terms of use.

1. Marketing and Confidentiality.

a. You shall not use the corporate name, trademarks, logos and other relevant branding of CFC, the Fund Operator or their respective affiliates or subsidiaries in public facing materials without the relevant entity’s prior written consent. You hereby grant CFC a perpetual, irrevocable, assignable, transferable, sublicensable, royalty-free, worldwide, non-exclusive license to use your name, trademarks and project name in marketing and other public facing materials and for internal business purposes.

b. You shall keep strictly confidential all non-public information in whatever form transmitted (including tangible and intangible forms) that is disclosed or otherwise made available by CFC or the Fund Operator to you (“Confidential Information”), and you shall not disclose Confidential Information without the prior written consent of CFC or the Fund Operator, as applicable. If you are legally required to disclose any Confidential Information, then you shall, prior to making such disclosure, immediately notify CFC and the Fund Operator of the requirement and afford the relevant disclosing party an adequate opportunity to oppose the disclosure, or take other action to ensure the confidential handling of the Confidential Information to be disclosed, and you further shall reasonably assist the relevant disclosing party in seeking to obtain such protection or confidential treatment.

1. Term, Suspension and Termination.

a. The Terms and the applicable Fund Rules will remain in effect for the duration of the project, unless terminated or suspended under this Section 5. Sections 3, 4, 5(a), 6, 7, 8, 9(b), 9(f) and 9(i) will survive the expiration or termination of these Terms. Additionally, Section 4(b) will continue for a period of two years after expiration or termination of these Terms, except any obligation of confidentiality with respect to Confidential Information that qualifies as a trade secret under the requirements of any Applicable Laws will survive as long as that Confidential Information is classified as such.

The following terms in this Section 5 apply to approved projects.

b. You shall immediately notify CFC if the project is or needs to be paused or if you reasonably anticipate you cannot deliver the project in accordance with the Specifications. Depending on the circumstances, CFC may suspend or terminate the project under this Section 5.

c. Suspension by you. If you have already completed or participated in at least one previous Project Catalyst funding round, then you may, a maximum of once during the project’s life cycle, submit a written request for suspension of the project for up to six months. CFC shall notify you in writing whether your request is approved or denied, which CFC may determine in its discretion. If your request is denied, then either (A) you shall resume performance of the project in accordance with these Terms and the Specifications or (B) you may terminate the project under Section 5(e); provided, however, if you fail to timely take any action, CFC may terminate the project with immediate effect upon written notice to you. If your request is approved, then:

i. You shall not receive funding for the duration of the suspension.

ii. Upon expiration of the suspension and within the timeframe stipulated by CFC, you shall: (A) communicate to CFC your intent to reinstate the project; and (B) provide CFC with any requested documentation, satisfactory to CFC, which may include, without limitation, an updated schedule of milestones and deliverables. Upon CFC notifying you in writing (email permitted) with its approval of such communication and documentation: (1) the project and funding will be reinstated as of the date of such notification; and (2) you and CFC shall amend the Specifications as necessary.

iii. If, within 30 calendar days after expiration of the suspension, you do not meet the requirements in Section 5(c)(ii)(A) and (B), then CFC may terminate the project with immediate effect upon written notice to you.

d. Termination by you.

i. If you want to terminate the project, then you shall: (A) immediately notify CFC in writing and; (B) provide CFC with any requested documentation, which may include, without limitation, a report of the project’s current progress and work to be completed, how funds were used through the date of termination and a detailed description of the circumstances leading to termination.

ii. Termination will be effective the later of the date CFC receives your termination notice or the date CFC makes your termination notice and related materials available to the Cardano community.

e. Suspension or Termination by CFC.

i. CFC may suspend or terminate the project in its reasonable discretion for any reason, including, without limitation, a reasonable belief that: you have been selected to receive funding for multiple projects with the same or substantially similar scopes; any portion of the project or the Content is false, plagiarized or infringes or misappropriates another party’s intellectual property rights; you or your personnel (if applicable) have committed acts of fraud, dishonesty or misrepresentation; you misused funds; you changed the scope of the project without following the requirements of Section 1(b); you failed to submit required or requested deliverables or to meet deadlines; you failed to timely complete any onboarding requirements; or you otherwise breached these Terms, the applicable Fund Rules or the Specifications.

ii. CFC shall notify you in writing if the project is suspended or at risk of termination. Upon receipt of such notice, you shall immediately stop, or arrange to be stopped, all work on the project.

iii. To reinstate a suspended project or to prevent termination of a project: (A) within the timeframe stipulated by CFC, you and CFC must meet the number of times required by CFC to mutually agree on a resolution to the circumstances giving rise to the suspension or termination; and (B) you promptly shall implement such resolution to the satisfaction of CFC; otherwise, the project will be terminated with immediate effect upon CFC’s written notice to you.

iv. If CFC notifies you in writing (email permitted) that you satisfactorily resolved the circumstances giving rise to the suspension or potential termination, then: (A) the project and funding will be reinstated as of the date of such notification (or such other date stipulated by CFC, if the remedial efforts will continue after the project recommences); and (B) you and CFC shall amend the Specifications as necessary.

f. Effects of Termination. If the project is terminated for any reason, then:

i. CFC may disclose or publish the fact that the project was terminated and related details to the Cardano community;

ii. any funds allocated to the project but not yet disbursed will be retained by CFC or returned to the Cardano treasury;

iii. CFC may require you to return any funds already issued to you for the project, and in such event, you shall return the funds within 14 calendar days of CFC’s notification to you;

iv. you shall not participate in subsequent Project Catalyst funding rounds for 12 months after the date of termination; and

v. these Terms will automatically terminate as of the effective date of termination (except as provided in Section 5(a)).

1. Representations and Warranties. You represent, warrant and covenant to CFC that:

a. the project will confirm to the Specifications;

b. you have the full and irrevocable right, power and authority (by ownership, license or otherwise) to (i) use the Content and all related intellectual property rights and (ii) grant the licenses granted, or required to be granted, under these Terms;

c. your participation in Project Catalyst, the project, and the activities undertaken by you and your personnel (if applicable) in connection with the project, will be performed in compliance with all applicable laws, regulations, statutes, ordinances and other legal requirements (collectively, “Applicable Laws”), with reasonable and required care, good, ethical and moral business practices and diligence at or above industry standards;

d. the project and the Content will not: (i) infringe, misappropriate or violate any party’s rights, including, without limitation, any intellectual property rights or any rights of privacy or rights of publicity; and (ii) contain confidential or proprietary information or data of any party without (A) you having obtained such party’s prior and express written consent (a copy of each of which consent you shall provide to CFC upon request) and (B) being disclosed to CFC in advance in writing;

e. the project and the Content will not contain any virus, malware, spyware, malicious code, mechanism Trojan horse, worm, back door, trap door, time bomb, software lock, drop dead device or other routine, program, instruction, code, device, contaminant, logic, effect or other undisclosed feature which would, or is intentionally designed, created or intended to: (i) allow unauthorized access to or use of project users’ systems or assets or to cause such systems to malfunction; or (ii) alter, disable, destroy, interrupt, interfere with, inhibit or discontinue any project users’ effective use of the project;

f. during the term of these Terms, you shall not participate in: (i) any attacks on Cardano or Cardano users, including but not limited to technical attacks, hacking, theft of Cardano users’ funds or fraud; (ii) conduct reasonably anticipated to cause harm to Cardano or Cardano users; or (iii) any other activity that CFC considers in its discretion to be malicious;

g. you have the full power and authority to enter into and to perform your obligations under these Terms;

h. your execution and performance of these Terms and the project will not violate any policies or procedures of any academic institution or any other entity (whether public or private) with which you are employed, involved or associated and that you have received all necessary written permission(s) to enter into these Terms and to undertake the project;

i. you, and if you are an entity, your affiliates, shareholders, directors, officers, employees, contractors, consultants or other personnel, are not: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions or any other country or territory specified by CFC to you in its discretion from time to time; and

j. your participation in Project Catalyst and your performance of these Terms and the project will not require CFC, the Fund Operator or their respective principals, employees, advisors and consultants in their individual capacities to conduct any lobbying activities and register as a lobbyist under U.S. law and regulations or to act and register as an agent under the U.S. the Foreign Agents Registration Act.

1. Indemnification; Limitation of Liability.

a. You shall indemnify, defend and hold harmless CFC, the Fund Operator, their respective affiliates and their and their affiliates' respective directors, officers, employees, consultants, agents, successors and assigns from and against any claims, losses, damages, injuries, liabilities, judgements, settlements, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your participation in Project Catalyst and the project, and the activities undertaken in connection with your participation in Project Catalyst and the project by you and your personnel (if applicable); (ii) your receipt and use of any portion of the funds; (iii) suspension or termination of the project or a change in funding, for any reason; (iv) the acts and omissions of you and your personnel (if applicable); (v) breach of these Terms and of Applicable Laws by you and your personnel (if applicable); (vi) any assertion that the relationship between CFC and you or your personnel (if applicable) is that of an employment relationship; and (vii) any employment-related obligation required to be borne by CFC relating to you or your personnel (if applicable).

b. CFC’s total aggregate liability for all claims arising under or in connection with these Terms will be limited to a sum equal to any funding issued to you at the time the claim arises. In no event will CFC be liable for: (i) any special, indirect, incidental, consequential or punitive damages; or (ii) any loss of profit, goodwill, anticipated savings, revenue or business, whether based on contract, tort or other legal theory. Any limitations and exclusions of liability in these Terms for the benefit of CFC will apply to all third-party beneficiaries and all of CFC’s affiliates, and any financial cap on CFC’s liability will apply to all third-party beneficiaries and in aggregate across all of CFC’s affiliates.

1. Personal Data.

a. You and CFC shall comply with all Applicable Laws relating to the collection, processing, use and storage of data that can directly or indirectly identify any natural person (“Personal Data”).

b. You shall ensure that the project and the Content will not contain Personal Data without each Personal Data subject’s prior and express written consent (a copy of each of which consent you shall provide to CFC upon request).

c. In connection with CFC’s onboarding requirements, which are an essential requirement before any funds are awarded under these Terms, your Personal Data may be processed in connection with CFC’s legitimate interest in protecting against fraud, corruption, money laundering, terrorist financing, illicit use of the funds and other criminal activity. You will be given the opportunity to separately consent to processing of your Personal Data. Failure to provide such consent may result in funds not being awarded and termination of these Terms in accordance with Section 5.

1. Miscellaneous.

a. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights, benefits or obligations under these Terms or the Fund Rules without CFC’s prior written consent. CFC may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner, in whole or in part, with any of its rights, benefits or obligations under these Terms at any time in its sole discretion.

b. You and CFC expressly agree that the Fund Operator is an express and intended third-party beneficiary of these Terms and is entitled to enforce these terms as if it were an original party to these Terms.

c. Any modification, amendment or variation to these Terms must be in writing and signed by you and CFC.

d. All waivers must be in writing. A failure or delay by you or CFC to exercise any right or remedy provided under these Terms, the Fund Rules or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms, the Fund Rules or by law will prevent or restrict the further exercise of that or any other right or remedy.

e. CFC’s rights and remedies provided under these Terms and the Fund Rules are in addition to, and not exclusive of, any rights or remedies provided by law.

f. If you consist of more than one person or entity, then your rights, obligations and liabilities will be joint and several.

g. If any provision (in whole or in part) of these Terms or the Fund Rules is or becomes invalid, illegal or unenforceable, that provision will be deemed deleted and the deleted portion will not affect the validity and enforceability of the remainder of these Terms or the Fund Rules, as applicable.

h. These Terms and the Fund Rules constitute the entire agreement between you and CFC with respect to the project and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings, whether written, or oral, relating to their subject matter. These Terms and the Fund Rules will override any additional or express or implied terms and conditions.

i. Nothing in these Terms or the Fund Rules is intended to, or will be deemed to, establish any partnership or joint venture between you and CFC, constitute you or CFC to be the agent of the other or authorize you or CFC to make or enter into any commitments for or on behalf of the other. Neither these Terms or the Fund Rules nor your performance of the project will be interpreted or construed as creating the relationship of employer and employee between CFC and you and your personnel (if applicable). You and your personnel (if applicable) are not eligible to enroll for or receive benefits under any CFC employee benefit plan. You are responsible for, as applicable, withholding taxes, making contributions and obtaining insurance with respect to you and your personnel.

j. Any notice or demand required by or permitted to be given under these Terms or the Fund Rules will be in writing and be made by registered mail or by email, sent to such physical or email address as is customarily used by you and CFC during the course of the project.

k. In the event of a dispute between you and CFC or the Fund Operator arising out of, or relating to, the project or the interpretation, performance or breach of these Terms or the Fund Rules, each party (and if a party is an entity, then a person in that party’s senior leadership who has sufficient authority and knowledge to attempt to resolve the dispute) shall use best efforts to attempt to resolve such dispute on amicable terms, including but not limited to meeting, whether in person or virtually, as frequently as is necessary under the circumstances. You and CFC shall not, at any time, disclose to any third party the nature or existence of the dispute. The foregoing procedure does not apply to claims for injunctive or equitable relief.

l. These Terms and the Fund Rules will be governed by and construed under the laws of the United States and of the State of New York without regard to conflict of laws provisions. The federal and state courts sitting in New York County, New York will have exclusive jurisdiction and venue to adjudicate any dispute arising out of these Terms. YOU AND CFC HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.

m. Section headings will not affect the interpretation of these Terms and the Fund Rules. These Terms and the Fund Rules (i) are binding on, you and CFC and your and its respective personal representatives, successors and permitted assigns and (ii) inure to the benefit of you, CFC and all third-party beneficiaries and your and their personal representatives, successors and permitted assigns, and references to any party will include such representatives, successors and permitted assigns.