Project Catalyst Terms and Conditions – Midnight Compact DApps Submissions

Last updated: November 3, 2025

Background

1. Project Catalyst is one of the world’s largest decentralized innovation engines for solving real-world challenges within the Cardano blockchain (“Cardano”) ecosystem and for fostering Cardano’s governance and development, by incentivizing Cardano community members to submit ideas that positively impact the Cardano ecosystem and to potentially receive funding (“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 may receive funding (“funding” or “funds”).

3. Catalyst FC is an exempted limited guarantee foundation company incorporated in the Cayman Islands (“CFC”) to disburse Project Catalyst funds for approved projects (as described below), in coordination with the IOG Singapore Pte. Ltd. (“IOG”), the entity CFC appointed as administrator to act on its behalf to operate and administer Project Catalyst.

4. These Project Catalyst Terms and Conditions – Midnight Compact Dapp Submissions (these “Terms”) govern grants funded by Midnight Foundation ("MNF") through a dedicated "Midnight Compact DApps" funding category within Project Catalyst. For the avoidance of doubt, references in these Terms to funding, funding rounds or funds refers to the dedicated MNF funding category. Under this arrangement: (a) MNF allocates and disburses grant funding in USDM from MNF’s custody; (b) IOG provides platform, administrative and operational services, on CFC’s behalf, to facilitate the grant program; and (c) Catalyst FC and IOG are third-party beneficiaries of these Terms with rights to enforce specific provisions as described in these Terms.

5. To either participate in Project Catalyst funding rounds as described in these Terms: The individual responsible for submitting one or more proposals to Project Catalyst (“you”, “your(s)” or the “applicant”) is required to: (i) accept these Terms, which, together with the Fund Rules (defined below) set forth the binding agreement between you and MNF regarding your project; and (ii) complete the onboarding requirements described in these Terms.

6. By accepting these Terms, submitting a proposal to Project Catalyst, participating in Project Catalyst or accepting funding from MNF, you represent and warrant that you have read, understand and agree to be bound by these Terms. You and MNF 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, then these Terms will control. As used in these Terms, “approved projects” are those: (i) for which all individual(s) and entity/entities named on the proposal have completed all onboarding requirements (as further described in these Terms); and (ii) that receive MNF’s final approval to receive funding.

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 MNF in writing (email permitted) (collectively, “Specifications”). Unless you obtain MNF’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 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 IOG on MNF’s behalf, 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 all onboarding requirements, if MNF receives onboarding results that are unsatisfactory to MNF in its discretion or if IOG determines in its reasonable discretion that continuing the onboarding process would create operational, compliance, reputational or platform-related risks for IOG, 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 MNF’s or IOG’s notice to you of being disqualified.

d. You shall comply with all other requirements issued by MNF and IOG 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, MNF will issue the funds in USDM to an account or wallet designated by you as follows: (i) Upon completion of all onboarding requirements in a manner satisfactory to MNF and subject to IOG not exercising its termination rights under Section 1(c), MNF shall issue you initial funding covering the first milestone; and (ii) funding for subsequent milestones will be issued prior to their commencement so long as: (A) you are in compliance with the project schedule; (B) for the then-proceeding milestone, you have submitted documentary evidence satisfactory to MNF that such milestone has been completed and achieved in accordance with the Specifications; and (C) MNF approves the milestone. The project schedule and the amounts and timing of issuance of the funds are as agreed upon by you and MNF during onboarding.

b. Upon MNF’s request, you shall provide documentary evidence satisfactory to MNF 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 your name, trademarks, logos, the project, the project name and all content you create, feature, display or provide to MNF, IOG and the Cardano community in connection with your participation in Project Catalyst and the project (collectively, “Your Content”), in accordance with Applicable Laws (as defined below). You hereby grant MNF, IOG and CFC each a non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual, irrevocable and worldwide license to access and use Your Content to provide updates on the progress and outcomes of the project via the Project Catalyst website, Project Catalyst social media channels, internal town halls and other internal channels (including, without limitation, presenting on projects at internal events). Any other usage of Your Content will be subject to your prior written approval. You waive all moral rights to Your Content and agree not to assert such claims against MNF, IOG or CFC to enable such parties to exercise the rights granted in this Section 3(a), but not otherwise.

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

c. If Your Content includes content (in any format) you do not own, then you shall ensure that portion of Your 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 MNF and IOG upon request.

d. Your use of MNF’s, IOG’s, CFC’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 MNF, IOG, CFC or their respective affiliates or subsidiaries in public facing materials without the relevant entity’s prior written consent.

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 MNF, IOG or CFC to you (“Confidential Information”), and you shall not disclose Confidential Information without the prior written consent of the applicable disclosing party. If you are legally required to disclose any Confidential Information, then you shall, prior to making such disclosure, immediately notify MNF, IOG and CFC 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. Sections 3, 4, 5(a), 5(f), 6, 7, 8, 9(b), 9(e), 9(f), 9(i) and 9(k) 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. Notice of Delay. You shall immediately notify IOG 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, MNF or IOG 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. IOG shall notify you in writing whether your request is approved or denied, which MNF 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, MNF or IOG 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 IOG, you shall: (A) communicate to IOG your intent to reinstate the project; and (B) provide IOG with any requested documentation, satisfactory to MNF and IOG, which may include, without limitation, an updated schedule of milestones and deliverables. Upon IOG notifying you in writing (email permitted) with 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 MNF 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 MNF or IOG 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 IOG in writing and; (B) provide MNF and IOG 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 IOG receives your termination notice or the date IOG makes your termination notice and related materials available to the Cardano community.

e. Suspension or Termination by MNF or IOG.

i. MNF may suspend or terminate the project in its reasonable discretion for any reason, and IOG may suspend or terminate the project for operational or platform-related reasons in its reasonable discretion, in either case 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 Your 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. Without limiting MNF’s and IOG’s rights under Section 5(e)(i), the project and these Terms will automatically terminate if IOG ceases to operate Project Catalyst and provide administrative services pursuant to these Terms. In the event of such termination, the remainder of this Section 5(e) will not apply, and MNF, IOG and CFC will have no obligation to you.

iii. MNF or IOG 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.

iv. To reinstate a suspended project or to prevent termination of a project: (A) within the timeframe stipulated by MNF or IOG, you and MNF or IOG (as applicable) must meet the number of times required by MNF or IOG (as applicable) 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 MNF or IOG; otherwise, the project will be terminated with immediate effect upon written notice to you.

v. If MNF or IOG (as applicable) 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 MNF or IOG (as applicable), if the remedial efforts will continue after the project recommences); and (B) you and MNF shall amend the Specifications as necessary.

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

i. MNF, IOG or 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 MNF;

iii. MNF 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 such notification to you;

iv. you shall not participate in subsequent Project Catalyst funding rounds for 12 months after the date of termination without the IOG’s prior consent; and

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

1. Representations and Warranties.

a. You represent, warrant and covenant to MNF, IOG and CFC (the latter two being third party beneficiaries entitled to enforce this Section 6) that:

i. the project will conform to the Specifications;

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

iii. 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;

iv. the project, Your Content and any information and materials you submit to MNF, IOG and CFC (including, without limitation, your proposal application) will not: (A) 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 (B) contain confidential or proprietary information or data of any party without (1) you having obtained such party’s prior and express written consent (a copy of each of which consent you shall provide to MNF, IOG or CFC upon request) and (2) being disclosed to MNF and IOG in advance in writing;

v. the project and Your 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: (A) allow unauthorized access to or use of project users’ systems or assets or to cause such systems to malfunction; or (B) alter, disable, destroy, interrupt, interfere with, inhibit or discontinue any project users’ effective use of the project;

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

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

viii. 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;

ix. you, and if you are an entity, your affiliates, shareholders, directors, officers, employees, contractors, consultants or other personnel, are not the subject of, or located, organized or resident in any country or territory that is 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, His Majesty’s Treasury Office of Financial Sanctions Implementation or other relevant sanctions authority (collectively, “Sanctions”); and

x. your participation in Project Catalyst and your performance of these Terms and the project will not require MNF, IOG, CFC 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.

b. MNF represents, warrants and covenants to you that:

i. It will comply with Applicable Laws in its performance of these Terms;

ii. It is not the subject of, or located, organized or resident in any country or territory that is the subject of, Sanctions; and

iii. Funds issued to you by MNF are not derived from unlawful activity;

1. Indemnification.

a. You shall indemnify, defend and hold harmless MNF, IOG, CFC, their respective affiliates and their and their affiliates' respective directors, officers, employees, consultants, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any losses, damages, injuries, liabilities, judgements, settlements, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) incurred by any of the foregoing parties, arising out of or relating to any third-party claim 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 an Indemnified Party and you or your personnel (if applicable) is that of an employment relationship; (vii) any employment-related obligation required to be borne by an Indemnified Party relating to you or your personnel (if applicable); and (viii) your and any third party’s reliance on the potential or anticipated receipt of funding prior to the actual disbursement of funds, if any, by MNF.

b. MNF shall indemnify, defend and hold harmless you, and if you are an entity, your directors, officers, employees, consultants, agents, successors and permitted assigns, from and against any losses, damages, injuries, liabilities, judgments, settlements, awards, penalties, fines, costs and expenses (including reasonable attorneys’ fees) incurred by any of the foregoing parties to the extent a third party claim alleges: (i) MNF misappropriated your intellectual property; (ii) MNF issued funds to you that are derived from unlawful activity; or (iii) MNF acted with gross negligence or willful misconduct.

c. The indemnified party shall give the indemnifying party prompt written notice of all threats, claims or proceedings, or the discovery of facts, that would give rise to the indemnifying party’s obligations under this Section 7 and prior to taking any action that could adversely impact the indemnifying party’s defense. The indemnified party’s failure to timely provide such notice will not relieve the indemnifying party of its indemnification obligations, provided that the indemnifying party will not be responsible for any indemnification obligations or liable to the indemnified party from a delay that prejudices the indemnifying party’s defense of the claim. The indemnifying party may assume, at its option, control of the defense or settlement of an indemnifiable claim using counsel reasonably satisfactory to the indemnified party. The indemnified party will reasonably cooperate with the indemnifying party in such defense and the indemnified party may participate in the defense of the claim with counsel of its choosing and at its expense. The indemnifying party shall not settle any indemnifiable claims without the indemnified party’s prior written consent and without a complete release of the indemnified party.

1. Personal Data.

a. You, MNF, IOG 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 Your 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 MNF, IOG and CFC upon request).

c. In connection with project onboarding requirements, which are an essential requirement before any funds are issued under these Terms, your Personal Data may be collected and processed by IOG (acting as a data processor) and shared with MNF (acting as a data controller) in connection with: (i) MNF’s legitimate interests in protecting against fraud, corruption, money laundering, terrorist financing, illicit use of the funds and other criminal activity; and (ii) MNF’s compliance, due diligence and oversight obligations related to grant funding. 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 issued and termination of these Terms in accordance with Section 5.

1. Miscellaneous.

a. You acknowledge that: (i) any funding sent to you is intended to be characterized as currency payments and not as securities under applicable law; (ii) digital currencies, such as USDM, may possess unique legal, tax and market risks when compared to traditional fiat currencies; and (iii) you are responsible for taxes, costs, expenses and compliance with Applicable Law (including restrictions imposed by Applicable Law) associated with accepting digital currencies. You release MNF, IOG and CFC from all claims and liabilities arising from a determination by a judicial authority or regulator that the funds issued to you under these Terms violates Applicable Law.

b. 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 (“Transfer”) without MNF’s prior written consent. MNF may Transfer, in whole or in part, these Terms or any of its rights, benefits or obligations under these Terms at any time in its sole discretion.

c. MNF and IOG are express and intended third-party beneficiaries of these Terms and are entitled to enforce these Terms (including, without limitation, Sections 1(c), 1(d), 2, 3, 4, 5, 6, 7, 8, 9(a), 9(c), 9(j), 9(l), 9(m) and 9(o)) as if they were original parties to these Terms.

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

e. All waivers must be in writing. A failure or delay by you or MNF 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.

f. MNF’s, IOG’s and 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.

g. If more than one person or entity contributes to the project, then all such individuals’ and entities’ rights, obligations and liabilities will be joint and several. If other individual(s) and entity/entities are named on a proposal, the applicant shall (i) ensure they are aware of and comply with these Terms and the Fund Rules and (ii) be responsible for their acts and omissions resulting in a breach of these Terms or the Fund Rules.

h. 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.

i. These Terms and the Fund Rules constitute the entire agreement between you and MNF 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.

j. 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 MNF, IOG or CFC; constitute you or MNF, IOG or CFC to be the agent of the other; or authorize you or MNF, IOG 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 MNF, IOG or 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 MNF, IOG or CFC employee benefit plan. You are responsible for, as applicable, withholding taxes, making contributions and obtaining insurance with respect to you and your personnel.

k. 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 MNF (with a copy to IOG at [email protected]) during the course of the project.

l. In the event of a dispute between you and MNF (or between you and IOG or CFC acting as third party beneficiaries) arising out of, or relating to, the project or the interpretation, performance or breach of these Terms or the Fund Rules, each applicable 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 MNF, IOG and CFC (as applicable) shall not, at any time, disclose to any third party the nature or existence of the dispute. If the dispute cannot be resolved through good faith negotiations within 30 days, either party may pursue any available legal remedies in accordance with Section 9(m). The foregoing procedure does not apply to claims for injunctive or equitable relief.

m. 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 MNF HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.

n. 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 MNF and your and its respective personal representatives, successors and permitted assigns and (ii) inure to the benefit of you, MNF 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.

o. You acknowledge: (i) IOG’s ability to operate Project Catalyst and provide administrative services pursuant to these Terms is contingent upon IOG’s continued operation of Project Catalyst and provision of services to MNF; and (ii) the project and these Terms will automatically terminate pursuant to Section 5(e)(ii) if IOG ceases to operate Project Catalyst and provide administrative services to MNF pursuant to these Terms. MNF, IOG and CFC will not be liable for any costs, expenses, losses or damages incurred by you or any third party if IOG ceases to operate Project Catalyst or if these Terms terminate pursuant to Section 5(e)(ii) for any reason not directly caused by the intentional misconduct of MNF, IOG and CFC. You further acknowledge that you are not relying on any express or implied representations, warranties or assurances from MNF, IOG, CFC, any of their representatives or from the Cardano community regarding the certainty, timing or amount of any potential funding. Your participation in Project Catalyst, including the submission of any proposal and any related activities or expenditures undertaken by you or on your behalf prior to the actual disbursement of funds, is at your risk.