TERMS AND CONDITIONS

DFINITY Foundation, domiciled at Genferstrasse 11, 8002, Zürich, Switzerland (the “Foundation”) offers the “ICP Ninja Project Submission Bounty” program (the “Program”), inviting Participants to each share their sample ICP Ninja projects. These Terms and Conditions (the “Terms”) apply to your application and participation in the Program and describe the Program’s requirements as well as the Prizes that you may be eligible to receive.

Your creation or submission of Participant Materials (defined below) or your engagement in the Program, do not obligate the Foundation to provide you with any Prize awards (defined below).

NO PURCHASE NECESSARY TO ENTER OR WIN THE PROGRAM. YOUR ENTRY IS VOID WHERE PROHIBITED. YOUR PARTICIPATION IN THE FOUNDATION PROGRAM IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE FOUNDATION PROGRAM, YOU MUST STRICTLY ADHERE TO THESE TERMS. IF, AS PART OF YOUR VOLUNTARY PARTICIPATION, YOU MEET THE CRITERIA LISTED BELOW AND ARE SELECTED AS A WINNER IN THE FOUNDATION PROGRAM, YOU MAY RECEIVE A PRIZE (WHERE PERMITTED BY LAW) UPON SELECTION BY THE FOUNDATION. PRIZES ARE AWARDED AT THE SOLE DISCRETION OF THE FOUNDATION AND ARE NOT GUARANTEED.

1. Certain Definitions.

   • “Participant” means all individuals that submit an entry and participate in the Program.
   • “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, work, and any other tangible or 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 products and services.
   • “Participant Materials” means any materials or information provided by you to the Foundation in connection with the Program, including the materials and content that you submit to the Foundation for review and/or consideration under these Terms.
   • “Prize” means 10 ICP tokens, where lawful, which may be awarded to Participants who have been chosen as a winner by the Foundation.
   • “Foundation Materials” means all information and materials that may be provided to Participant by the Foundation pursuant to the Program and all Intellectual Property Rights thereto.

2. Eligibility; Program Requirements.

   1. You may only participate in the Program if:
   • You are over 18 years old at the time of participation in the Program;
   • You are a resident of a jurisdiction where entry in the Program is not prohibited by law;
   • 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 Program is not in violation of any national, state, or local law or regulation applicable to you;
   • Your Program Entry and related Participant Materials are submitted in English; and
   • If required, you successfully pass KYC, as applicable, according to a process that, in the sole discretion of the Foundation, is deemed sufficient.

b. Application. The Program is open to individuals and entities that have submitted a completed Program Entry by following the instructions to the developer forum post here. If you are an employee of the Foundation or any of its subsidiaries or affiliates or an immediate family member of anyone thereof, you are eligible to participate in the Program but are ineligible to win or receive Prizes.

c. Program Requirements. In order to be eligible to participate in the Program and win a Prize, in addition to all other Program requirements noted herein, you must do the following in accordance with any timelines communicated to you in writing by the Foundation:

• execute any additional terms or forms (e.g., W9 or W8-BEN) as may be required by the Foundation; and
• comply with all Program requirements as set forth in Sections 2.a through 2.c above and all instructions and requirements as set forth in the developer forum post, including the announced duration of the Program.

1. Entrant Guidelines. Entries may NOT contain, as determined by the Foundation, in its sole and absolute discretion, any content that:
   • is sexually explicit, unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; profane or pornographic;
   • promotes alcohol, illegal drugs, tobacco (or the use of any of the foregoing) or a particular political agenda;
   • defames, misrepresents or contains disparaging remarks about other people or companies;
   • contains trademarks, logos, or trade dress, without express written consent of the rights holder(s) or a reasonably apparent lawful basis for your use(s);
   • contains copyrighted materials owned by others (including photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media) either without express written consent of the rights holder(s) or a reasonably apparent lawful basis for your use(s);
   • communicates messages or images inconsistent with the positive images and/or good will to which Foundation wishes to associate; and/or violates any law;
   • contains packaging or building (exteriors/interiors) owned by others.

The Foundation reserves the right to investigate and verify, conditionally reject, or reject outright any tendered Entry, in our sole and absolute discretion, that we in good faith determine may not, or does not, meet the above criteria or any terms and conditions for this Program.

1. All Participants grant the Foundation a royalty-free worldwide license and right in perpetuity to use their name, image, and likeness for the purposes of producing, promoting, and advertising the Program and/or the Internet Computer.

2. Prizes. To be eligible to receive any Prizes, you must be selected by the Foundation. THE AWARDING OF PRIZES AS PART OF THE PROGRAM IS WITHIN THE FOUNDATION’S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE PROGRAM ARE FINAL AND NON-APPEALABLE. Winners of the Program will each be rewarded a Prize.

   The Foundation reserves the right in its sole discretion to substitute an alternative prize or element of a prize of equal value due to unavailability or inability to deliver such prize or prize element. The Foundation reserves the right to award all fiat at its sole discretion and as permitted by law. All Program prize consideration will be awarded solely to the winners of the Program.

3. Entrant Requirements.

   Prizes are granted without warranty of any kind from the Foundation, express or implied, without limitation. All applicable 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 Program.

4. Marketing and Promotion.

5. Publicity. You will not issue any press releases or similar public announcements in connection with these Terms, without the prior written approval of the Foundation.

6. Publication in List. You agree that the Foundation may, but is not required, to include your Participant Materials in published lists and similar compilations and on its online properties during the term of the Terms and after the Program has concluded, including on webpages, promotional materials, publications, and other promotional materials regarding third party products after the original Program has launched. You agree to provide the Foundation with product descriptions, images, logos, website links and other content regarding your Participant Materials as may be reasonably requested by the Foundation for inclusion in such lists and compilations, and for use in its related marketing activities.

7. 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 the Foundation; (b) not engage in any unfair or deceptive trade practice involving the Foundation or the Internet Computer; and (c) not make any false, misleading or disparaging representations or statements with regard to the Foundation or the Internet Computer.

8. Representations and Warranties.

9. 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 participation in the Program, including in any application or Entry, 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.

10. Disclaimer. THE PROGRAM WEBSITE, INCLUDING BUT NOT LIMITED TO THE FOUNDATION WEBSITE, THIRD PARTY WEBSITES SUPPORTING THE PROGRAM, AND ANY FOUNDATION MATERIALS YOU MAY HAVE ACCESS TO IN CONNECTION WITH THE PROGRAM ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. 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 PROGRAM, THE PROGRAM SITE, FOUNDATION WEBSITES OR FOUNDATION MATERIALS WILL MEET YOUR REQUIREMENTS, THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (II) YOU WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM YOUR PARTICIPATION IN THE PROGRAM.

11. Intellectual Property.

12. Participant Materials. By participating in this Program, you hereby grant to the Foundation, Foundation’s licensees and assigns, and its affiliates and their licensees and assigns, a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, create derivative works from, transmit and access your Participant Materials, in whole or in part, for advertising and/or marketing purposes worldwide in connection with the Program (and any subsequent Programs) and with the Foundation’s marketing, and for promotion of the Internet Computer, in any media formats, through any media channels or otherwise. 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 may be 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. You also agree that any creative ideas, suggestions, or other materials you submit in connection with this Program, in any form, are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and the Foundation in any way, and that you have no expectation of review, compensation, or consideration of any type either now or in the future.

13. 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 Program and the activities contemplated in Section 2, in any and all media formats, including, but not limited to advertising, marketing, network and streaming services, promoting the Foundation and the Internet Computer, and discussion about your participation in the Program.

14. 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 Program. Such a limited license will automatically terminate once you are no longer a Participant in the Program.

15. Ownership. As between you and the Foundation, (a) the Foundation owns all right, title and interest in and to the Foundation Materials (including, the Program site, the Foundation website and its trademarks, as well as 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. Subject to Section 9.a, 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.

16. 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 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 Internet Computer ,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 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.