Milestone Reviewer - Terms & Conditions

Introduction

Within the Catalyst ecosystem, milestone reviewers play a crucial role in ensuring projects that were selected for funding by the Cardano community (“Grantees”) remain accountable throughout the project delivery lifecycle. These terms and conditions (“Terms”) govern the role and responsibilities of a milestone reviewer (the "Reviewer" or “you”) and they apply together with all other rules, requirements and documentation applicable to Reviewers that were provided or made available to you including the Catalyst Terms and Conditions (altogether the “Catalyst Rules”). If there is a conflict between these Terms and the Catalyst Rules, these Terms will control.

By accepting these Terms, participating in Project Catalyst or accepting compensation, you represent and warrant that you have read, understood and agreed to be bound by these Terms.

1. Role and Responsibilities

The role of a Reviewer is to review and assess objectively and fairly (i) the statement of milestones (“Statement of Milestones”) and (ii) the proof of achievement (“Proof of Achievement”) submitted by Grantees from time to time. Reviewers assigned to review a Statement of Milestones for a particular Grantee will also have the opportunity to review each Proof of Achievement submitted by such Grantee for milestones delivered.

2. Onboarding and Access

A Reviewer will be assigned work following completion of an onboarding process which includes identity verification and being granted access to the Milestone Module. Reviewers are obliged to reset their password to the Milestone Module within 24 hours from receipt of the link requesting such reset.

3. Timeliness of Reviews

Reviewers are expected to complete their review of a Statement of Milestones within 48 hours from when a Statement of Milestones is submitted/resubmitted to the Milestone Module by a Grantee. Proof of Achievement reviews are expected to be completed within 72 hours from submission/resubmission of the Proof of Achievement by a Grantee in the Milestone Module.

4. Inability to Complete Assigned Work

Reviewers should inform the Catalyst Team within 48 hours, if they are unable to carry out their assigned work in a timely fashion. Notification should be done via [e-mail] email.

5. Documentation and Feedback

All reviews must be documented on the Milestone Module, including whether a Statement of Milestones/Proof of Achievement milestone is being approved or rejected. Reviewers shall provide constructive, detailed and actionable feedback to Grantees as part of their review and shall ensure that all reviews are accurate and truthful and comply with the guidelines and criteria set out in these Terms and the Catalyst Rules. If a Statement of Milestones/Proof of Achievement milestone is rejected, the Reviewer must provide detailed reasons for such rejection.

6. Confidentiality

Reviewers must not disclose any information about the projects, Grantees, or their submissions to any third party and shall at all times, maintain the confidentiality of all project related information and documentation that is shared with them. All documents and information shared with Reviewers must be used solely for the purpose of carrying out assessments unless the Reviewer can show that such information was already in the public domain at the time it was used for other purposes.

7. Conflict of Interest

Reviewers must disclose any potential conflicts of interest prior to reviewing a Statement of Milestones/Proof of Achievement. Reviewers must recuse themselves from reviewing any Statement of Milestones/Proof of Achievement where a conflict of interest may exist. In particular, Reviewers must refrain from conducting reviews for their own proposals, for proposals where they are engaged as an advisor, mentor, or otherwise where they are substantially involved in the execution phase of the proposal and/or proposals or where the Reviewer is closely affiliated to the Grantee.

8. Intellectual Property

Reviewers acknowledge that all intellectual property contained within the Statement of Milestones/Proof of Achievement submissions remains the property of the Grantees. Any use by Reviewers of ideas, information or intellectual property arising from the submissions must be in accordance with the Grantee’s applicable terms of use.

9. Professional Conduct

Reviewers must communicate professionally and respectfully with Grantees, other reviewers and Catalyst participants generally and must at all times act with integrity and honesty in all review-related activities. Any issues or concerns regarding the review process should be directed to the Fund Administrator at [e-mail].

10. Termination

The Fund Administrator reserves the right to terminate the Reviewer’s role at any time for breach of any of these Terms, the Catalyst Rules or for any other reason deemed appropriate by the Fund Administrator. The Fund Administrator shall explain the reasons for termination in a written notice to the Reviewer and shall grant the Reviewer the opportunity to share their perspective or respond to the reasons given. Upon termination, any pending reviews shall be reassigned to other reviewers to ensure continuity. Relevant stakeholders, such as Grantees and their team members shall be notified of the change in the review team. Examples of situations that may result in termination include but are not limited to:

1. where a review is not submitted within the timescales set out in these terms, causing delays in the review process

2. where a review lacks specific, detailed feedback, making it difficult for a Grantee to understand what needs improvement

3. where a review contains personal attacks or inflammatory language directed at a Grantee rather than constructive criticism of the work

4. where the Reviewer demonstrates a lack of understanding of the subject matter of a project, leading to incorrect or irrelevant feedback

5. where the review includes content copied from other sources without proper attribution

6. where the Reviewer fails to comply with these Terms or the Catalyst Rules.

Reviewers may also resign from their role at any time, provided they give sufficient notice to the Fund Administrator to find a replacement.

11. Payment and Compensation

Reviewers will be compensated for their services as per the rates notified for each funding round by the Fund Administrator. The compensation due to each Reviewer shall be calculated on a monthly basis and shall be paid in ada to the wallet designated by the Reviewer as part of the onboarding process. Reviewers are responsible for complying with their local tax laws and regulations related to their compensation.

12. Limitation of Liability

Neither Catalyst FC nor the Fund Operator makes any representations or warranties regarding the accuracy or completeness of the information provided to the Reviewer. To the maximum extent permitted by law, the liability of Catalyst FC and the Fund Administrator to the Reviewer for any claims arising out of or in connection with these Terms or the Catalyst Rules shall be limited to the amount of compensation paid to the Reviewer during the fund in which the liability arose.

13. Governing Law

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

14. Amendments

The Fund Administrator reserves the right to amend these Terms at any time. Reviewers will be notified of any changes and continued participation as a Reviewer will constitute acceptance of the new terms.