ICP.Lab TERMS AND CONDITIONS

DFINITY Foundation and its affiliates (collectively, the “Foundation”) offer the ICP.Lab Program (“ICP.Lab”) inviting Participants to the DFINITY Foundation’s office in Zürich, Switzerland, for a specific period of time (one to three weeks), with the educational purpose to engage the Participants in a series of coaching sessions and workshops delivered by the Foundation’s team members. These Terms and Conditions (the “Terms”) apply to your participation in ICP.Lab, and describe ICP.Lab’s requirements as well as the benefits that you may receive as a participant in ICP.Lab. While all Project Proposals (defined below) submitted by you (as an applicant or after acceptance into ICP.Lab by the Foundation) will be reviewed by the Foundation, your application for a Project (defined below) or your engagement in any other ICP.Lab-related activities, do not obligate the Foundation to provide you with Rewards (defined below) or any other ICP.Lab benefits, other than the ones specified herein.

YOUR PARTICIPATION IN ICP.LAB IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE PROGRAM, YOU MUST STRICTLY ADHERE TO THESE TERMS.

1. Certain Definitions.

“Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, and any other 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 entity’s products and services.

“Participant Materials” means the Project Proposal(s), Project(s), and any other materials or information provided by you (including your team members if applicable) to the Foundation in connection with ICP.Lab.

“Project” means the software, code, or other materials and content that you submit (or desire to submit) to the Foundation for review and/or consideration by the Foundation for ICP.Lab under these Terms. “Project Proposal” means a general description of each proposed Project, which among other details, specifies the features of the applicable Project, details on your team, and information on the budget. “Program Milestone” has the meaning given in Section 3.1. “Foundation Materials” means all information and materials that may be provided to Participants by the Foundation in the course of ICP.Lab and all Intellectual Property Rights thereto.

2. Eligibility; Program Requirements.

2.1. Eligibility.

You may only participate in ICP.Lab if:

You are over 18 years old, or a business, and in each case have registered with the Foundation and satisfied the “Participation Requirements” set forth below;
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 are authorized to travel to and/or remain in Switzerland for the purposes and duration of this Program;
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 ICP.Lab is not in violation of any national, state, or local law or regulation applicable to you;
You are not employed in any way by the Foundation or any of its affiliates and an immediate family member of anyone thereof.

2.2. Application.

ICP.Lab is open to individuals and entities that have submitted a completed ICP.Lab application, and have received a written notice from the Foundation indicating its acceptance of the application. The Foundation will aim to but is not obligated to, process each application within thirty (30) days after submission.

2.3. Request for Comment.

If your application is accepted as set forth in Section 2.1 above, the Foundation will invite you to participate in an interview with several members of the grant selection committee and will communicate additional details of the ICP.Lab to you. You agree to follow all requirements as set forth and in further instructions that may be provided to you by the Foundation.

2.3. Request for Comment.

2.4. Final Review.

After the interview is complete, you will be informed either way of your application acceptance or rejection. If accepted, you must confirm your agreed-upon travel date, as set forth and in further instructions that may be provided to you by the Foundation.

2.5. Program Requirements.

To participate in ICP.Lab, 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 ICP.Lab requirements as set forth in Sections 2.1, 2.2, and 2.3 above, and all instructions and requirements as set forth.

3. Additional Requirements

You may apply for and submit one or more applications to the Foundation in connection with your participation in ICP.Lab. However, to be eligible to participate in ICP.Lab, you must satisfy and complete the corresponding requirements upon your acceptance. The Foundation may request additional information from you as may be necessary to review and/or consider your Project Proposal or Project, and you must respond to any requests for additional information within three (3) business days from the time the request is made.

You may forfeit any benefits, and/or opportunities to proceed in ICP.Lab if (i) the Foundation is unable to contact you or your designated representative within three (3) business days of first attempted notification, or (ii) you fail to respond within three (3) business days of notification. All applicable federal, state, and local 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 ICP.Lab.

4. No Compensation.

No compensation will be paid by the Foundation to the Participants for participating in this Program.

5. Marketing and Promotion.

5.1. Publicity.

You will not issue any press releases or similar public announcements in connection with these Terms (including statements regarding the terms and conditions of these Terms and the details of ICP.Lab), without the prior written approval of the Foundation.

5.2. Publication in List.

You agree that the Foundation may, but is not required, to include the Projects in published lists and similar compilations and on its online properties during the term of the Terms, including on webpages and other promotional materials regarding third-party products. Participants agree to provide the Foundation with product descriptions, images, logos, website links, and other content regarding a Project as may be reasonably requested by the Foundation for inclusion in such lists and compilations, and for use in its related marketing activities.

5.3. Public Relations.

Participants will: conduct their 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 and the Foundation Products; not engage in any unfair or deceptive trade practice involving the Foundation or the DFINITY Products; and not make any false, misleading, or disparaging representations or statements with regard to the Foundation or the Foundation's products and services.

6. Representations and Warranties.

6.1. Participant Representations and Warranties.

Participants represent and warrant that:

(a) have the authority to enter into these Terms;

(b) the information submitted to the Foundation in connection with the application, including in any Project Proposal, is accurate and complete; and

(c) none of the 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.

6.2. Disclaimer.

THE FOUNDATION WEBSITES, INCLUDING THE ICP.LAB WEBSITE, AND ANY FOUNDATION MATERIALS YOU MAY HAVE ACCESS TO IN CONNECTION WITH ICP.LAB 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) ICP.LAB, FOUNDATION WEBSITES, OR FOUNDATION MATERIALS WILL MEET YOUR REQUIREMENTS, THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR ANY ERRORS WILL BE CORRECTED; (II) YOUR PROJECTS WILL BE COMPATIBLE WITH CURRENT OR FUTURE VERSIONS OF THE FOUNDATION’S PRODUCTS OR SERVICES; OR (III) YOU WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM YOUR PARTICIPATION IN THE ICP.LAB.

7. Intellectual Property.

7.1. Participant Materials.

You hereby grant to the Foundation a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, transmit and access your Participant Materials in connection with ICP.Lab and for promotion of the Internet Computer, in any media formats, through any media channels or otherwise. For example, you grant the Foundation the right to demonstrate your Project in connection with the promotion of the Internet Computer. 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 the 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 is 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.

7.2. 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 ICP.Lab and the activities contemplated in Section 2, in any media formats, including, but not limited to advertising, marketing, and promoting the Foundation and the Foundation’s products and services and identification of and discussion about your participation in ICP.Lab. All goodwill arising from the use of the Participant Marks will inure solely to the benefit of the Participant.

7.3. Foundation Materials.

In connection with the 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 ICP.Lab.

7.4. Ownership.

As between Participants and the Foundation, (a) the Foundation owns all right, title, and interest in and to the Foundation Materials and the Foundation’s products and services (including, the Foundation website and its trademarks, including 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. You must comply with either of the following:

Notwithstanding Section 7.1, you hereby agree to irrevocably and perpetually license the Participant Materials under the Apache License Version 2.0 (or future versions thereof) and/or the MIT License. Such Participant Materials may be made available on the Foundation’s Github page(s).
Subject to Section 7.1, 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.

8. 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 ICP.Lab, 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 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 ICP.Lab 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) (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.

9. Indemnification.

You agree to release, indemnify, defend and hold the Foundation and its parent, affiliates, subsidiaries, directors, officers, employees, and agents, including advertising and promotion agencies and assigns, and any other organizations related to ICP.Lab, harmless from any and all claims, injuries, damages, expenses, or losses to person or property and/or liabilities of any nature that in any way arise from participation in ICP.Lab, your Projects or acceptance or use of a Reward, including without limitation (i) any condition caused by events beyond the Foundation’s control that may cause ICP.Lab to be disrupted; (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of any benefit you may receive in connection with the ICP.Lab, or acceptance, possession, or use of a Reward, or from participation in the ICP.Lab; and (iii) any printing or typographical errors in any materials associated with the ICP.Lab.

10. Limitation of Liability.

NEITHER THE FOUNDATION NOR ANY OTHER PARTY IS INVOLVED IN THE ADMINISTRATION OF ICP.LAB WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE FOUNDATION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE FOUNDATION.

11. Termination.

The term of these Terms commences from the Effective Date and continues until (i) the completion of the Participant’s participation in ICP.Lab or (ii) these Terms or ICP.Lab is terminated by the Foundation, whichever is earlier (the “Term”). For example, if for any reason ICP.Lab is not capable of running as planned due to unforeseen changes in business conditions, and the Foundation’s inability to create websites and applications for the management of or participation in the ICP.Lab, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes that corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Foundation’s products and services or this ICP.Lab, the Foundation reserves the right at its sole discretion to amend these Terms or cancel, terminate, modify or suspend the ICP.Lab and terminate these Terms.

The Foundation may also terminate these Terms for convenience upon ten (10) days' written notice. Upon any termination, discontinuation, or cancellation of the ICP.Lab or these Terms, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

12. Personal Information.

The personal information submitted by you in connection with your application to join ICP.Lab and what you provide to us in connection with your participation in ICP.Lab will be used for the purposes described in these Terms and will otherwise be handled in accordance with the Foundation’s Privacy Policy, located at https://DFINITY.org/privacy-policy/, and you acknowledge and agree to such use.

13. Assignment.

Participants may not assign or transfer these Terms by operation of law or otherwise) without the prior written consent of the Foundation and any prohibited assignment will be null and void. The Foundation may assign these Terms or any rights hereunder without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties permitted successors and assigns.

14. Non-Solicitation of Personnel.

During the Term of these Terms and for a period of one (1) year thereafter, you agree that you will not, directly or indirectly, solicit the services of any employee or consultant of the Foundation for your own benefit or for the benefit of any other person or entity.

15. Relationship of the Parties.

Participant’s relationship with the Foundation is that of an independent contractor, and nothing in these Terms is intended to or should be construed to, create a partnership, joint venture, or employment relationship. The participant will not be entitled to any of the benefits that the Foundation may make available to its employees. The participant is not authorized to make any representation, contract, or commitment on behalf of the Foundation unless specifically requested or authorized in writing to do so by an authorized officer of the Foundation. The participant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of the Services and receipt of fees under these Terms.

16. Miscellaneous.

The Foundation is not responsible for transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction, or unauthorized access to or alterations of Participant Materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by the Foundation on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. The Foundation is also not responsible for injury or damage to your computer or any other damage resulting from downloading any materials in connection with the ICP.Lab. In the event that any provision in these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. You agree that these Terms and the rules, restrictions, and policies contained herein, and the Foundation’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and the Foundation. These Terms, any exhibits, and any other policies of the Foundation incorporated herein by reference constitute the entire agreement between the Foundation and you with respect to the subject matter of these Terms.

17. Governing Law; Dispute Resolution.

These Terms will be governed by and interpreted in accordance with the laws of Switzerland excluding that body of law pertaining to conflict of laws. Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution] in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Swiss law. The seat of arbitration shall be Zurich, Switzerland. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE DFINITY DEVELOPER ICP.LAB.