These Terms are entered into by and between:
- Toposware Inc., a Delaware Corporation (henceforth "Toposware," "we," "our," "us"), and
- You as an applicant for the technical grant for software development and/or research (henceforth "User," "you," "Your")
(each also a "Party" and together the "Parties").
Please read these terms and conditions ("Terms") carefully, as your submission of the proposals, information and materials to us (collectively "Materials") in connection with your grant application ("Application") to the Topos Community Fund ("Program") is governed by these Terms. By agreeing to these Terms or otherwise submitting an Application to us, you confirm that you have read these Terms and that you agree to be bound by them.
You may submit an Application for the Program by following the instructions set forth in the readme file of the GitHub Repository located online at: https://github.com/toposware/topos-community-fund (the "GitHub Repository"), or as otherwise specified by us.
The GitHub Repository will specify the general criteria on which Applications will be evaluated. Without limiting the foregoing, your Application must also fulfill the following criteria:
- It must be a research or software-based project, which contributes to the advancement of the Topos Protocol ecosystem;
- You must be willing to release any software developed in connection with the Program under the [Apache 2.0] open-source license; and
- You will need to comply with the milestones and requirements specified by Toposware in connection with your participation in the Program.
As used herein, "Topos Protocol" means a scalable heterogeneous multi-chain framework that has the features described in the white paper at: https://arxiv.org/pdf/2206.03481.pdf.
We may update or modify the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms to the GitHub repository. If you submit an Application or otherwise continue to participate in the Application process of the Program after we have posted updated Terms, you accept and agree to the changes.
Because our Program is evolving over time we may change or discontinue all or any part of the Program, at any time and without notice, at our sole discretion.
If you are submitting an Application, you represent and warrant that:
- All of the Materials and other information you provide as part of your Application is and shall remain true and complete;
- If You are submitting an Application 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 at least 18 years of age or such other legal age to form a binding contract in your jurisdiction; and
- You are not a citizen of, or resident in or located in, or incorporated or otherwise:
- 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, Crimea or North Korea, or any other country or territory which, after the date at which you agree to these Terms, 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).
Failure to meet any of these eligibility requirements may result in automatic disqualification of your Application. You are solely responsible for ensuring that your submission of an Application in the country, territory or jurisdiction in which you (or applicable legal entity) are based does not violate any applicable laws. Notwithstanding anything to the contrary in these Terms, you may not attempt to submit an Application if you are not permitted to do so.
Toposware will review and approve or reject your Application to participate in the Program in its sole discretion, as may be further set forth on the GitHub Repository. In reviewing your Application, Toposware may provide comments or request changes to your Application.
You understand and agree that our willingness to review the Materials and your Application is not an admission by us of novelty, priority, or originality and does not impair our right to contest existing or future patents or copyrights claiming the Materials. You also understand and agree that we may use in any manner, without obligation to you, any information contained in the Materials that are not protectable at the time of disclosure under the laws of patent or copyright, including material in the public domain or material that a third party or member of the general public would be free to use.
You acknowledge and recognize that we may currently or in the future be internally developing information or receiving information from others that is likely to be similar to the Materials provided by you. Accordingly, nothing in these Terms shall be construed as a representation or inference that we will not independently, and without use of material similar or identical to the Materials, develop or authorize the development of products, for us or for others, that may compete with or be similar to the Materials. Moreover, we assume no fiduciary or confidential obligation of any kind under these Terms with respect to any Materials or suggestions made by you that relate to our future projects. You understand that we cannot and do not agree to treat as confidential your ideas, proposals, products, improvements or any other information you may decide to disclose to us during the course of our discussions, even if the documents are marked as confidential or you indicate the confidential nature of the information.
If your Application is approved as set forth in Section 4, then you will be invited to participate in the Program once you have entered into a grant agreement with Toposware ("Grant Agreement"). The Grant Agreement will identify the requirements (including any deliverables, deadlines, and timelines), provide the specifications of the Grant awarded to you, and require you to open source all deliverables under the Apache 2.0 license or other open source license set forth in the Grant Agreement. Entry into a Grant Agreement is a condition precedent of your participation in the Program and receipt of a Grant.
In connection with your submission of an Application to the Program, you acknowledge and agree that:
- You have the right, full power and authority to enter into these Terms and submit the Application to Toposware;
- You will not participate in or encourage any attacks on the Protocol or on Toposware's systems and networks, including but not limited to: (i) technical attacks, hacking, theft of the funds, or fraud, (ii) conduct reasonably anticipated to cause harm to Toposware or the Protocol, or (iii) any other activity that Toposware considers to be malicious activity, in its sole discretion;
- You will comply with all applicable laws, rules, and regulations in connection with your submission of an Application and participation in the Program; and
- You will refrain from making, causing to be made, publishing, ratifying, endorsing, re-publishing or promulgating any and all disparaging remarks or derogatory, false, negative, critical, vilifying or otherwise detrimental statements or comments, whether implied or expressed, made in any format to any party or entity with respect to Toposware, its officers, directors, employees, committee members, advisors or otherwise affiliated individuals, entities and projects.
You will defend, indemnify and hold Toposware harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your submission of an Application, (b) your participation in the Program, and (c) your violation of these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOPOSWARE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF TOPOSWARE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOPOSWARE'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OR THE APPLICATION EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT TOPOSWARE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TOPOSWARE.
You may terminate these Terms by contacting Toposware: (1) if your Application has been rejected, any time after the date of such rejection, or (2) if your application has been accepted, once the Grant Agreement has terminated or expired. Toposware may terminate these Terms at any time for convenience with written notice to you. The rights and obligations of the parties under Sections [4, 6, 8, 9, this sentence of Section 11 and 12] shall survive.
We may provide any notice to You under these terms and conditions by posting a notice on our Website, adding a comment to the initial pull request of Your application on GitHub or sending an email to the email address associated with Your application on GitHub. Notices We provide by posting on the Website will be effective upon posting.
To give us notice under these Terms, You must contact us by email. We may update this email address for notices to us by posting a notice on Our Website. Notices to us will be effective one business day after they are sent.
All communications and notices to be made or given pursuant to these Terms must be in English language.
The parties are independent contractors. These Terms are an agreement at arms' length between the parties and do not constitute a partnership, association or joint venture under any applicable law. Consequently, the provisions of these Terms shall not, under any circumstances, be interpreted as creating any such relationship between the parties. Neither party may bind the other in any manner whatsoever or in favor of anyone whomsoever.
The failure of any of the parties to avail itself or to enforce any of the provisions of these Terms or any rights with respect thereto shall in no way be considered to be a waiver of such provisions or rights, or in any way to affect the validity of these Terms. No waiver shall be effective unless expressly made in writing and signed by an authorized representative of the waiving party.
If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall not be affected and shall continue to be in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
You may only transfer or assign these Terms or individual rights and obligations arising from it to third parties with the prior written consent of Toposware. Toposware may freely assign these Terms without consent to you. Subject to the foregoing, this Agreement will inure to the benefit the parties and their respective successors and assigns.
These Terms and any documents referred to in it shall constitute the entire agreement between the parties in relation to the subject matter hereof, and shall supersede all previous agreements, arrangements and understandings between the parties with respect hereto.
Except as expressly set forth in these Terms, our exercise of any remedies under these Terms will not be deemed an election of remedies and will be without prejudice to the other remedies available to us under these Terms or available at law or in equity or otherwise.
If any action is necessary to enforce the terms of these Terms, the substantially prevailing party will be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
The headings used herein are inserted only as a matter of convenience and for reference only. They shall not affect the construction or interpretation of these Terms.
These Terms shall be governed by and construed in accordance with the substantive laws of Delaware without any reference to its conflict of law provisions.
Any controversy, dispute or claim between the parties arising out of or relating to these Terms (including, without limitation, the breach, termination or validity thereof), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the "Rules"). The arbitration shall be seated in San Francisco, CA and shall be heard in the English language and determined by a sole arbitrator to be appointed in accordance with the Rules. Any award or decision made by the arbitrator shall be in writing and shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to these Terms shall be instituted in any court.
The Topos Protocol (and any APIs that interact with the Topos Protocol) is an open-source cross-chain protocol. THE TOPOS PROTOCOL AND ANY APIS ARE PROVIDED "AS IS", AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. By using or accessing the Topos Protocol or any APIs, you agree that no developer or entity involved in creating, deploying, maintaining, operating the Topos Protocol or any APIs, or causing or supporting any of the foregoing, will be liable in any manner for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Topos Protocol or any APIs, or the Topos Protocol or any APIs themselves, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. By using or accessing the Topos Protocol or any APIs, you represent that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United States' Department of Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union or its Member States, or any other government authority.
You assume all risks associated with using the Topos Protocol, any APIs, and digital assets and decentralized systems generally, including but not limited to, that: (a) digital assets are highly volatile; (b) using digital assets is inherently risky due to both features of such assets and the potential unauthorized acts of third parties; (c) you may not have ready access to assets; and (d) you may lose some or all of your tokens or other assets. You agree that you will have no recourse against anyone else for any losses due to the use of the Topos Protocol or any APIs. For example, these losses may arise from or relate to: (i) incorrect information; (ii) software or network failures; (iii) corrupted cryptocurrency wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
The Topos Protocol does not collect any personal data. Any personal or other data that you may make available in connection with the Topos Protocol may not be private or secure.