+ These terms and conditions are entered into by and between you (“ + Recipient” or “ + you” or “your + ”) and Templar Foundation (“Foundation”, “ + we” or “us”). + Please read these terms and conditions (“ + Terms”) carefully before submitting your + Proposal to the Relevant Community (as defined below) under the + Foundation’s Grant Program (“Grant”). By + proceeding with the submission of your Proposal you are accepting to + be bound by these Terms. These Terms, together with any documents they + expressly incorporate by reference, govern your receipt and use of the + Grant +
++ The Foundation promotes the growth of the NEAR community and its + associate ecosystem, and offers grants to support the community in + helping further these goals. The Grant shall be used according to + the approved Proposal, to further the development of the NEAR + Protocol and its associated Ecosystem (as defined below) (“ + Purpose”). The Foundation provides the + Grant under these Terms and the Grant shall be used exclusively + for the Purpose. +
++ In respect of a party any person who, directly or indirectly, + controls, is controlled by, or is under common control with that + party, and for these purposes “control” and “controlling” are + defined as directly or indirectly possessing the power to direct + or cause the direction of the management and policies of such a + person, whether through ownership of voting interests, by + contract or otherwise; +
++ All applicable laws (including securities laws), statutes, + regulations and codes from time to time in force; +
++ All Applicable Laws relating to data processing, protection, and + the privacy of individuals, including the UK GDPR (as defined in + section 3(10), as supplemented by section 205(4), of the UK’s + Data Protection Act 2018) and the EU GDPR (General Data + Protection Regulation (EU) 2016/679)); +
++ the common layer for browsing and interacting with the “open + web” (compatible with any blockchain), known as the “NEAR + Blockchain Operating System” or “B.O.S.”; +
++ a day, other than a Saturday, Sunday or public holiday in + Cayman, when banks are open for business; +
++ the period from 9.00 am to 5.00 pm on any Business Day; +
++ where a person or entity who Controls any body corporate ceases + to do so or if another person or entity acquires Control of it. + For these purposes, “Control” means in relation to a body + corporate, the power of a person or entity to secure that the + affairs of the body corporate are conducted in accordance with + the wishes of that person or entity: by means of the holding of + shares, or the possession of voting power, in or in relation to + that or any other body corporate; or as a result of any powers + conferred by the constitution, articles of association or any + other document regulating that or any other body corporate +
++ Means all information of a confidential and proprietary nature, + whether created before or after the date of these Terms, which + the disclosing Party (“ + Disclosing Party + ”) or its representatives directly or indirectly + discloses, or makes available, to the receiving Party (“ + Receiving Party + ”) or its representatives or any of its Affiliates, or + their Representatives before, on or after the date of these + Terms, including: +
++ All business, financial, technical, operational, commercial, + employee, management and other information, data, experience + and expertise of whatever kind (including +
++ Information relating to trade secrets, know-how, designs, + software (both source code and object code), intellectual + property rights, inventions, patents, technology, operations, + processes, plans, intentions, product information and + development, marketing knowledge, marketing opportunities and + sales information, business plans and dealings, financial + information, forecasts, budgets, and plans, historic and + current and future transactions, affairs and/or business) of + the Disclosing Party; and +
++ Information derived from information falling within paragraph + (i) above including analyses, compilations, studies and other + documents prepared by any Party to these Terms or on their + behalf which contain or otherwise reflect or are generated + from the information specified in paragraph (ii); +
++ Is in the public domain at the time of disclosure or which + subsequently comes into the public domain through no breach of + these Terms by the Receiving Party; +
++ Was already lawfully in the possession of the Receiving Party + prior to its disclosure by the Disclosing Party; +
++ Is subsequently disclosed to the Receiving Party by a third + Party who, to the Receiving Party’s knowledge, did not breach + any confidentiality obligations in respect of the information + and/or from someone owing a duty of confidence to the + Disclosing Party; or +
++ The Parties have agreed in writing that it is not + confidential. +
++ The grant given by the Foundation to you pursuant to, and in + accordance with these Terms, following Proposal approval by the + Relevant Community; +
++ Patent rights (including patent applications and disclosures), + copyrights, trademarks, trade secret rights, business names and + domain names, goodwill and the right to sue for passing off, + rights in designs, rights in computer software, database rights, + rights to use, and protect the confidentiality of, confidential + information (including know-how and trade secrets) and all other + intellectual property rights, in each case whether registered or + unregistered and including all applications and rights to apply + for and be granted, renewals or extensions of, and rights to + claim priority from, such rights and all similar or equivalent + rights or forms of protection which subsist or will subsist now + or in the future in any part of the world; +
++ The NEAR Technology’s ecosystem, comprised of the projects and + applications that have been or are being developed and/or built + on, or are running on, the NEAR Technology and their respective + communities, contributors and developers; +
++ the sharded, developer-friendly, proof-of-stake, layer one + blockchain, known as “NEAR Protocol”; +
+B.O.S. and NEAR Protocol;
++ The native cryptographic currency of the NEAR Protocol; +
++ Funding proposals submitted to the Relevant Community by members + of the NEAR ecosystem for products and/or services connected to + the Purpose. Relevant Community and/or Supervisor’s approval of + the Proposal is a condition of the Grant; +
++ NEAR Ecosystem community responsible for the approval of the + Proposal through the NEAR Ecosystem governance system. + Communities are responsible for the approval of Proposals + entitled to receive the Grants. For the purpose of these Terms, + the term ‘’(“Relevant Communities + ”) here include but is not limited to DevHub, Events + Committee and Education Committee; +
++ Any software (of whatever nature) created, developed and/or + deployed of software in respect of achieving the Purpose; +
++ Any moderator or appointed representative of the Relevant + Community responsible for reviewing, analyzing and/or approving + the Proposals; +
++ any cryptographical coin, token or currency, including (without + limitation) USDC, USDT and the NEAR Token; +
++ USD Coin (USDC), the stablecoin pegged to the US Dollar and + originally issued by Circle, native to the NEAR Protocol; and +
++ Tether (USDT), the stablecoin pegged to the US Dollar and + originally issued by Tether, native to the NEAR Protocol. +
++ The Grant will be disbursed in accordance with the Foundation’s + policies upon submission of an invoice by you and subject to + successful KYC/AML checks; +
++ You must use the Grant exclusively for the Purposes and in + accordance with these Terms. Any deviation from the agreed-upon + use of the Grant without prior written approval from the + Foundation and the Relevant Community will constitute a breach + of these Terms. +
++ The Foundation reserves the right to request a detailed report + on the use of the Grant funds. You are required to provide such + a report within reasonable time. Failure by you to comply with + the terms of the Grant payment, including but not limited to the + misuse of funds or failure to provide required reports, may + result in the suspension or termination of the Grant and the + requirement to repay any disbursed funds. +
++ The Foundation reserves the right to conduct due diligence in + respect of you as it sees fit, which may include “Know Your + Client” (KYC), “Know Your Business” (KYB), anti-money laundering + (AML), and/or sanctions, checks (“Due Diligence”). The + settlement of an invoice is conditional on satisfactory + completion of Due Diligence. You agree to cooperate with the + Foundation in respect of Due Diligence. +
++ If the Grant (in whole or in part) is subject to currency + conversion, unless determined otherwise by the Foundation, the + Foundation will use reasonable efforts to calculate the + conversion based on the closing spot exchange rate for the + relevant currency pair as made available on CoinMarketCap + (https://coinmarketcap.com) or any similar price-tracking + website applicable on the date of the relevant invoice. +
++ All costs relating to pursuing the Purpose will be borne by you. +
++ If any cryptographic tokens, e.g. USDT, USDC or $NEAR,(“ + Tokens”) are used for the Grant + payment, the Foundation provides no representation, warranty + or assurance regarding: +
++ the accuracy or completeness of information in any + whitepaper or documentation related to the blockchain or + protocol (whether NEAR Protocol or any other blockchain or + protocol) on which the Tokens exist(“ + Relevant Protocol”); +
++ liabilities, obligations, value, utility, fungibility, or + proprietary rights associated with the Tokens; +
++ Intellectual Property Rights in the Tokens; +
++ Fitness of the Tokens or Relevant Protocol for a particular + purpose; +
++ Whether the Tokens are securities or regulated investments; +
++ Compliance of the Token provision with Applicable Laws; +
+success of the Relevant Protocol;
++ If any cryptographic tokens, e.g. USDT, USDC or $NEAR,(“ + Tokens”) are used for the Grant + payment, the Foundation provides no representation, warranty + or assurance regarding: +
++ the Foundation is not liable for loss of funds or damages + due to events outside its control or incorrect information + provided by you +
++ The Foundation is not liable for loss of funds or damages + due to events outside its control or incorrect information + provided by you +
++ you understand the risks involved in the Relevant Protocol's + development +
++ you will receive the Tokens solely for your own benefit and + account, not for speculation or expectation of profit; +
+NEAR Token Lock-Up and Vesting
++ NEAR Tokens used for the Grant may be subject to a linear + release Lock-Up, with technical restrictions on + transferability. Any such restrictions will be confirmed to + you ahead of any transfer of Tokens. +
+Wallet Address
++ You are responsible for confirming the correct wallet + address(“Wallet Address”), which + must be accessible only through your private key. The + Foundation bears no responsibility for Token loss due to an + incorrect, inaccessible, or defective Wallet Address. +
+Payment Suspension
++ The Foundation may suspend or withhold payments if the + project is not progressing satisfactorily or if you violate + these Terms. +
++ In exchange for the Grant, you undertake that you will: +
++ Use the Grant solely for the Purpose and for no other purpose; +
++ Perform your obligations under these Terms: +
+In accordance with all Applicable Laws
++ Using reasonable skill, care and diligence; and +
++ In accordance with good industry practice as fitting for the + development and operation of the Purpose; +
++ use its best efforts to achieve the Purpose; +
++ ensure that any Software free of defects in all material + respects and comply with all Applicable Laws and any and all + specifications and requirements set by the Foundation; +
++ ensure that any underlying smart contract infrastructure is + robustly audited and tested in accordance with best industry + practice prior to its launch and, if and when appropriate, at + regular intervals thereafter; +
++ on behalf of third parties/by way of a business have no power to + invest any of the Grant amount. No interest or other income may + be generated from the Grant; +
++ not materially alter the scope, features or direction (as + applicable) of its business in relation to the Grant, without + obtaining prior written approval from the Foundation; +
++ cooperate with the Foundation in all matters relating to the + Purpose, and the Grant, and comply with the Foundation’s + instructions; +
++ at all times conduct your business, and activities, in + connection with these Terms in the best interest of, with good + faith with respect to, and in such a manner to promote a good + image of and enhance public relations for, the Foundation, the + NEAR Technology, and the NEAR Ecosystem; +
++ not engage in any unfair or deceptive trade practice involving + the Purpose, the Software, the Foundation, the NEAR Technology, + the NEAR Token, or the NEAR Ecosystem; +
++ not make any false, misleading, negative, prejudicial, or + disparaging representations or statements about the Foundation, + the NEAR Technology, the NEAR Token and/or the NEAR Ecosystem + (in connection with the Grant or otherwise); +
++ will not become involved in or become associated with (whether + directly or indirectly) any situation or activity (whether + caused by you or a third party) which tends, in the reasonable + opinion of the Foundation, to have a negative effect on the + reputation or standing of the Foundation (or any aspect of its + activities), the NEAR Technology, the NEAR Token, or the NEAR + Ecosystem; +
++ where the Purpose involve software, you will provide to the + Foundation t at a minimum read-only access to you’s private + codebase, if requested by the Foundation; +
++ promptly notify the Foundation in writing if you are no longer + actively pursuing the completion of the Purpose, and shall + provide detailed reasons as part of such notification; +
++ promptly notify the Foundation in writing if you intend to + deviate from the agreed specifications of the the Purpose and + shall provide detailed reasons and proposed alternatives as part + of such notification; +
++ regularly update the relevant Supervisor in writing (e.g. by + email or via + https://near.social/devhub.near/widget/app?page=home) on the + progress of completion of the Purpose; +
++ Maintain clear and regular communication with the relevant + Supervisor on the progress of achieving the Purpose s and + provide timely and accurate information to the relevant + Supervisor; and +
++ promptly provide written notice to the Foundation of any claims, + investigations or proceedings, which, if determined adversely, + could reasonably be expected to result in a material adverse + effect on the ability of you to achieve the Purpose or perform + any of the other obligations under these Terms. +
++ Failure to comply with these obligations may result in the + suspension or termination of your access to the Grant, at the sole + discretion of the Foundation. +
++ In exchange for the Grant, you undertake that you will: +
+ ++ The Foundation may conduct periodic reviews of the achievements + by you in relation to the Grant provided under these Terms. The + purpose of these reviews is to ensure that you are utilizing the + Grant in accordance with the agreed terms and to assess the + effectiveness of the Grant in achieving your objectives. +
++ The review process shall include, but not be limited to, an + evaluation of your compliance with these Terms, the quality and + impact of the Grant utilized, and any feedback from you + regarding the Grant. The Foundation reserves the right to + modify, suspend, or terminate the Grant provided to you based on + the outcome of these reviews. +
++ You will not make, issue or encourage and other person or entity + to make or issue, any press releases or similar public statement + or announcements (including, without limitation, via social + media, podcast, webinar, interview, Telegram, an app or other + publicly accessible medium) in connectio3n with the Grant, + without the prior written approval of the Foundation (which will + not be unreasonably withheld). +
++ The Foundation may, but is not required to, make public any + Grant under these Terms. Upon request by the Foundation, you + will provide to the Foundation product descriptions, images, + logos, website links and other content regarding the Grant as + may be reasonably requested by the Foundation for inclusion in + such publications. +
++ You agree to use best efforts to enable and procure the + Foundation’s participation in co-branding and co-marketing + opportunities with the goal of increasing the awareness and + usage of the NEAR Technology. +
+You represent and warrant that
++ each of the following statements is true and accurate and all + of the information you provided was and shall remain true and + complete; +
++ If you are applying for a Grant on behalf of a legal entity, + such legal entity is duly organized and validly existing under + the applicable laws of the jurisdiction of its organization + and you are duly authorized by such legal entity to act on its + behalf; +
++ you are of legal age to form a binding contract (at least 18 + years old in most jurisdictions); +
++ you have the right, full power and authority to enter into + these Terms to exercise your rights and perform your + obligations under these Terms and in doing so will not violate + any other agreement to which you are a Party nor any laws; +
++ these Terms constitutes a legal, valid and binding obligation + on you which are enforceable against you in accordance with + their terms; +
++ no consent, authorization, license or approval of or notice to + any governmental authority nor your shareholders, partners, + members, other record or beneficial owners or other any + relevant person (as applicable) is required to authorize the + execution, delivery, validity, enforceability or admissibility + in evidence of the performance by You of your obligations + under these Terms; +
++ you are not a citizen of, or resident in or located in, or + incorporated or otherwise a country: +
++ listed on any of the following lists (each a “ + “Sanctions List”” ): the + Consolidated United Nations Security Council Sanctions List; + the Specially Designated Nationals and Blocked Persons List or + the Sectoral Sanctions Identification List maintained by the + US Office of Foreign Assets Control (OFAC); the Consolidated + List of Persons, Groups and Entities subject to EU Financial + Sanctions; the Consolidated List of Financial Sanctions + Targets or List of persons subject to restrictive measures in + view of Russia's actions destabilizing the situation in + Ukraine, maintained by the UK Treasury; the Overall List of + Sanctioned Individuals, Entities and Organizations maintained + by the Swiss State Secretariat for Economic Affairs (SECO); + 'Ordinance lists of the Swiss Federal Council'; or any similar + list maintained by, or public announcement of sanctions made + by, any other Sanctions Authority (as defined below); +
++ owned or controlled by, or acting on behalf of or for the + benefit of, any person on a Sanctions List; +
++ located in, resident in or incorporated under the laws of (as + applicable) Syria, Iran, Cuba, Russia or North Korea, Crimea, + Donetsk and Luhansk, or any other country or territory which, + after the Effective Date, becomes the target of such + comprehensive, country-wide or territory-wide Sanctions (as + defined below) as currently apply to the aforementioned + territories; or +
++ the target of any sanctions laws, regulations, embargoes or + restrictive measures (Sanctions), as amended from time to + time, administered, enacted or enforced by: the United + Nations, the United States, the European Union or any Member + State thereof, the United Kingdom, Switzerland or the + respective Governmental Authorities and agencies of any of the + foregoing responsible for administering, enacting or enforcing + Sanctions, including without limitation, OFAC, the US + Department of State, the United Kingdom Treasury or the SECO + (Sanctions Authority). +
++ the information that was submitted to the Foundation in + connection with the Grant, and in any reports or communications + delivered to the Foundation (including in respect of any Due + Diligence), is accurate and complete; +
++ your use of the Grant will comply with all applicable sanctions + and the you will use best endeavors to prevent the use of any + technology services provided by you and/or developed with the + use of the Grant by sanctioned individuals and entities, + including but not limited to the use of geo-blocking solutions. +
++ any Software developed to achieve the Purpose will be free of + material defects, bugs or vulnerabilities; +
++ you will comply with any laws applicable to your Software and + not engage in any illegal activities. In particular, you will + not use the NEAR Protocol to facilitate infringement of any + third party intellectual property rights or data privacy rights; +
++ no litigation, claim, arbitration, action, suit or + administrative proceedings of any kind are taking place or + pending, or to the best of your knowledge and belief (after due + and careful enquiry), have been threatened against you; and +
++ you have the technical ability and resources necessary to + fulfill its obligations under these Terms and, in particular, in + connection with the Purpose. +
++ You shall indemnify and hold harmless the Foundation from any + third party claims (including reasonable attorney's costs) + raised against the Foundation based on an alleged infringement + of the above representations and warranties. +
++ You are aware and confirm that the Foundation is relying on the + above representations (which are material to the Foundation) and + that if it were not for your representations and warranties in + this Clause, the Foundation would not provide the Grant to you. +
++ The Foundation does not provide any warranty that the Software + will be compatible with the NEAR Technology or any related + technology now or in the future. +
++ The Foundation does not provide any warranty or representation + (whether express or implied) of any kind in respect of the + Grant, the Purpose or otherwise under or in connection with + these Terms. +
++ You are solely responsible for determining what, if any, taxes + or other duties apply to the Grant. It is also your + responsibility to withhold, collect, report, and remit the + correct taxes to the appropriate tax authorities, according to + the legislation in force. The Foundation is not responsible and + shall be in no way held liable for withholding, collecting, + reporting, and remitting and taxes arising from, or in + connection to the Grant. +
++ Neither party will have any right, power or authority to create + any obligation, expressed or implied, on behalf of the other + party in connection with these Terms. +
++ The Foundation makes no representation or warranty that you will + profit in any way or derive any benefit from these Terms. +
++ Notwithstanding clause 10.2, you own all existing and future + rights, titles and interests in and to the logos, trade names, + strap lines, trademarks or service marks (registered or + unregistered), accompanying artwork, designs, slogans, texts and + other collateral marketing signs as made available by you which + are not open-source, to the Foundation from time to time, + including all associated Intellectual Property Rights ‘’(“ + Recipient Marks + ”). In relation to these Recipient Marks, you grant to + the Foundation a non-exclusive, worldwide, royalty-free, + sublicensable right and license to use, reproduce, distribute, + display, publish and transmit the Recipient Marks solely in + connection with this Agreement, the Purpose, and the + Foundation’s business including, without limitation, for the + advertisement, growth and promotion of the Foundation, the NEAR + Technology and the NEAR Ecosystem, in any media formats, through + any media channels or otherwise. +
++ Nothing in this Agreement 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 any products, concepts, systems or + techniques contemplated by or embodied in any materials or + information provided by you (including its team members) to the + Foundation in connection with this Agreement and/or the Grant. +
++ The Foundation owns or has a license to use all existing and + future rights, titles and interests in and to the logos, trade + names, strap lines, trade or service marks (registered or + unregistered), accompanying artwork, designs, slogans, texts and + other collateral marketing signs of the Foundation or the NEAR + Technology, including all associated Intellectual Property + Rights (“NEAR Marks + ”). The Foundation grants to you the non-transferable and + non-exclusive right to use the NEAR Marks as necessary for the + purposes of this Agreement and until its termination, provided + that you will strictly: +
++ follow all brand guidelines provided by the Foundation, + including (without limitation), the guidelines found at + https://near.org/brand/. These guidelines may cover aspects + such as logo usage, color schemes, typography, and more; and +
++ collaborate with the Foundation to coordinate the use of the + NEAR Marks in any promotional materials, events, or + activities. It is mandatory for you to obtain written approval + from the Foundation before using the NEAR Marks in any + capacity. +
++ You will indemnify, defend and hold harmless the Foundation (and + its directors, officers, employees, Affiliates, subsidiaries and + agents) against any claims, actions proceedings, losses, + damages, expenses and costs (including without limitation court + costs and reasonable legal fees) arising out of or in connection + with: +
++ the making, acceptance or use of the Grant (and/or any other + benefit you receive under this Agreement); +
+the pursuit by you of the Purpose
++ any claim that the Purpose infringes the rights (including, + without limitation, Intellectual Property Rights) of any third + party; or +
++ any breach by you of any provision of these Terms, provided + that you are given reasonably prompt notice of any such claim. +
++ You acknowledge and agree that, to the extent permissible by law, + the Foundation will have no liability to you or any other NEAR + Ecosystem participant for any liability howsoever arising (whether + in tort (including for negligence) contract, misrepresentation + (whether innocent or negligent), restitution or otherwise) in + respect of the Purpose, the Software, the Grant, the NEAR + Technology, or any action taken by the Foundation or you in + connection with this Agreement. +
++ Notwithstanding anything to the contrary elsewhere in these + Terms, to the extent that the Foundation (acting reasonably) has + a suspicion that some or all of the Grant is being used in a + manner which (directly or indirectly) breaches any provision of + these Terms, the Foundation will have the right to: +
++ on prior written notice to you, suspend the provision of any + further portions of the Grant (whether expressly due under + these Terms or otherwise) (a ‘’“ + Suspension Notice + ””); and +
++ require that within five days from receipt of the suspension + notice, you provide all information and records which the + Foundation may reasonably require in order to determine the + deployment and use of the Grant by you (the “ + Grant Information + ””). +
++ We may revise and update these Terms from time to time in our sole + discretion. All changes are effective immediately when we publish + them and apply to all Proposals submitted thereafter. Your continued + submission of Proposals following the posting of revised Terms means + that you accept and agree to the changes. +
++ All matters relating to these Terms, and any dispute or claim + arising therefrom or related thereto (in each case, including + non-contractual disputes or claims), shall be governed by and + construed in accordance with the law of Cayman. +
++ Any legal suit, action, or proceeding arising out of, or related + to these Terms shall be instituted exclusively in the courts of + Zug, although we retain the right to bring any suit, action, or + proceeding against you for breach of these Terms in your country + of residence or any other relevant country. +
++ You waive any and all objections to the exercise of jurisdiction + over you by such courts and to venue in such courts +
++ ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING + TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE + OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM +IS + PERMANENTLY BARRED. +
++ No waiver by us of any term or condition set out in these Terms + shall be deemed a further or continuing waiver of such term or + condition or a waiver of any other term or condition, and any + failure of us to assert a right or provision under these Terms + shall not constitute a waiver of such right or provision. +
++ If any provision of these Terms is held by a court or other + tribunal of competent jurisdiction to be invalid, illegal or + unenforceable for any reason, such provision shall be eliminated + or limited to the minimum extent such that the remaining + provisions of the Terms will continue in full force and effect. +
++ The Terms (including any terms expressly referred to herein, to + the extent governing the relationship between you and the + Foundation) constitute the sole and entire agreement between you + and the Foundation regarding the Grant and supersede all prior + and contemporaneous understandings, agreements, representations, + and warranties, both written and oral, regarding the Grant. +
++ If you have any questions about these Terms please contact us via + legal@near.foundation. +
+