Terms and condition

General Grant Terms and Conditions

The Metahuman Foundation, incorporated in the Cayman Islands (the “Foundation”) has launched the Metahuman Grants Program (the “Program”) pursuant to these terms (“Terms”). The Program consists of two (2) categories of grants that aim to improve, develop and enhance the HUMAN Protocol’s functionality and adoption (“the “Grant(s)”).

These Terms, a Grant application, any additional application requirements, criteria or guidance relating to the Program may be amended and/or updated from time to time and where applicable shall be published on the HUMAN Protocol Foundation website at https://humanprotocol.org and shall unless specified supplement these Terms (the “Website”). In the event of any inconsistencies, the Foundation’s determination shall apply. As used herein “you” refers to the person accessing these Terms and any application made. You are not permitted to access these Terms or the Website if you are not authorized to act on behalf of the person that you represent or to bind such person to these Terms.

1. Grant Programs & Purpose

1.1. The Program consists of Grants awarded for improving functionality, job markets and use cases, Requests for Proposal/Human Innovation Proposal (“RFP/HIP”) and social impact that will support and enhance the HUMAN Protocol’s ecosystem (“Grants”). The “Improving Functionality” Grants aim to build the HUMAN Protocol’s function and the “Protocol Adoption” Grants aim to deploy the HUMAN Protocol in real world use cases.

1.2. The Foundation’s Program is aimed at supporting others to realize the potential of the HUMAN Protocol across new applications and use cases, contribute to the Protocol, and build on top of it. The Program thereby offers support by way of a Grant in the following tracks:

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2. Eligibility

2.1. All Grant applicants (“Applicant”) must either be (i) an adult of at least 18 years old with a track record in his or her related industry; (ii) an established corporation with a track record in its industry and in good legal standing; or (iii) Universities/Professors/Researchers/Students from academic institutions, of whom are legally able to enter into these Terms.

2.2. An Applicant shall not register for this Program if there are legal restrictions in its country of residence or domicile for entering into these Terms or receiving a Grant. It is an Applicant’s sole responsibility to ensure that its participation in the Program is not prohibited by any applicable law, regulation, or rule in its country of residence or domicile. No Person is eligible to receive Grants in any event if such Person is identified in any Sanctions-related list of designated Persons maintained by a Sanctions Authority; (b) any Person operating, organized, or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person that is the subject or target of any Sanctions. For purposes hereof, ****“Sanctions” mean all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by a Sanctions Authority, including any such sanctions or embargoes extended to the Cayman Islands; “Sanctions Authority” means OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom, Canada, or other relevant sanctions authority; and “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority, or other entity.

2.3. An Applicant is not eligible to receive Grants in HMT tokens if such Applicant is domiciled in or resident of, or physically present / located in any of UNITED STATES OF AMERICA AND ITS TERRITORIES, DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, PEOPLE’S REPUBLIC OF CRIMEA, PEOPLE’S REPUBLIC OF CHINA and jurisdictions in which the Program and/or trading of HMT tokens themselves are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction (hereinafter referred to as “Excluded Jurisdictions”)

2.4. Applicants from Excluded Jurisdictions may, subject to all AML/CFT requirements, be awarded a cash Grant, the quantum and terms of which shall be determined by the Foundation. Applicants are required to provide further personal information, including bank account information of an approved bank to be eligible to receive a cash Grant. Applicants shall be responsible for bearing all costs, bank fees and taxes in connection with the receipt of any cash Grant.

2.5. The Foundation may require an Applicant to furnish such documents and personal information so as to prove its identity, status and/or eligibility for the Program. The Foundation reserves the right to reject an Applicant’s application or eligibility for a Grant if such Applicant is unable to furnish such documents or information to the Foundation’s satisfaction.

2.6. Notwithstanding anything to the contrary in, or any term in, an ASOW, the Foundation shall have the unfettered right to disqualify any application, change the nature of any Grant (including awarding cash instead of HMTs or vice versa) and/or require the termination or refund of any Grant to the Foundation if an Applicant does not comply with these Terms, in the event of any illegality or as necessary to comply with any applicable law.

3. Application Process

3.1. The following are the steps an Applicant must follow in order to apply for a Grant. An Applicant is required to remain updated and conform with all additional steps and details as published on the Website or as may be amended from time to time.

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3.2. Submissions will be accepted in English language (translated versions are also accepted) and in the format detailed to the Applicant by the Foundation. Any incomplete/inaccurate entries shall be invalid. Incomplete, illegible, corrupted, unrecognisable formats, and untimely entries or submissions will be void and disqualified.

3.3. Adequate documentation is required as a condition for all Grants. The Foundation may after reviewing an application respond with suggestions to improve the applicable documentation before making a determination of whether to award a Grant. The Foundation may impose repository guidelines to ensure accessibility of open source projects to the community of developers and end users, and to simplify assessment of deliverables. Applicants are required to respond to requests for information and enquiries within five (5) business days during the application period. At step 3 for the application process as set, applicants will be given two (2) weeks, failing which it may be deemed that the Applicant has withdrawn the application.

3.4. The Foundation will inform applicants on the outcome of their applications after the application process is fully concluded. Subject to applicable law, the Foundation reserves all right to accept or reject an application and whether or not to award a Grant. Applicants are not limited to just submitting one application to the Program. Every new submission will be reviewed in isolation and will not affect any other submission.

3.5. By submitting an application for a Grant, the Applicant represents and warrants to the Foundation that the Applicant has all right, title and interest to any submission or application submitted under this Program and that all deliverables thereto are its own original work or work that it has the right to submit on behalf of the Person whose original work it is.

3.6 By submitting an application for a Grant, the Applicant represents and warrants that by applying for or receiving a Grant, and performing any work related thereto, it will not, and will cause all of its representatives and affiliates to not, thereby become or otherwise seek to claim that it are an employee of the Foundation or otherwise entitled to any employee benefits or otherwise causing the Foundation to establish a presence in the jurisdiction where it performs the work related to the Grant.

4. Program Committee

4.1. The Foundation shall appoint an internal Program Committee to evaluate and approve Grants including to whom to award the Grants and the level of support given (the “Program Committee”). The determination of the Program Committee will also include the timeline of distribution of the Grant and any required milestones, conditions or deliverables.

4.2. The Foundation has the right to substantiate/audit/verify all applicant’s details/information provided. The Foundation may seek any further document or information, as may be reasonably required for verification purposes. If such a request is made and the Applicant either fails or does not agree to provide the same, the Foundation shall have the right to disqualify the applicant. If at any time, any information provided by an Applicant is found to be false or misleading in any manner, the Applicant will be disqualified from the Program and may not receive and shall be liable, on written demand, to return any Grants awarded under the Program.

4.3. Notwithstanding anything to the contrary herein, the Foundation reserves all right, in its sole discretion, to accept or reject any application, for any reason or no reason, and without any requirement to notify the applicant. All decisions made by the Program Committee are final and any disputes will not be entertained. All decisions of the Foundation on all matters relating to the administration of the Program and formation of the Program Committee are final and binding on all applicants and grantees. In the event that an Applicant or grantee should disagree with any of these Terms or any decision made by the Foundation, such person will have the right to withdraw its submission and application.

5. Award of Grant

5.1. The ASOW will set forth the disbursement method and frequency with respect to a Grant The Foundation is not responsible for the handling or distribution of the Grant after the lump sum or partial award is made to the team leader or corporate representative of the grantee, if applicable. The Foundation is not liable for any loss or theft of secret keys or any other mishap relating to any Grant for any reason whatsoever.

5.2 Any statutory taxes, duties or levies as may be applicable from time to time, arising out of or in respect of any Grant shall be payable by the recipient of the Grant.

5.3. In the event that an approved Applicant (each, a “Grantee”) fails to claim a Grant or are uncontactable within 30 days of the relevant date of distribution, the Foundation reserves the right to withdraw the Grant.

5.4. If requested by the Foundation, an approved Applicant may be required to provide certain personal information to facilitate receipt of the Grant, including completing and submitting any tax or other forms necessary for compliance with applicable withholding and reporting requirements. All Grantees are responsible for complying with foreign exchange and banking regulations in such Grantee’s jurisdiction of residence and reporting the receipt of the Grant to relevant government departments/agencies or tax authorities, if necessary.

6. Acceptable Use Policy

6.1. Applicants and Grantees may not take any action to interfere with the Program or abuse, manipulate or insert any code or product in a manner to manipulate the Program in any way. Applicants and Grantees are required to comply with all statutes, orders, regulations, rules, and other laws applicable to you. In addition, the Foundation expects all Applicants and Grantees to respect the rights and dignity of others. The award of any Grants is conditioned on an Applicant’s compliance with the rules of conduct set forth in these Terms.

6.2. You, each Applicant, and each Grantee shall not, and shall not cause or encourage others to undertake or seek to undertake any illegal, harmful, fraudulent, infringing, or objectionable activities in connection with the Program, including, but not limited to,:

(a) Any act which might bring the Foundation’s Protocol and its affiliates into public disrepute;

(b) Applications that would infringe Cayman Islands’ and any other applicable laws and regulations, including Anti Money Laundering / Countering of the Financing of Terrorism laws and regulations;

(c) Information or content in any submission or application that is illegal or criminal, false, fraudulent, deceptive, misleading, defamatory, threatening, libelous, slanderous, disparaging, unlawfully harassing, profane, obscene, pornographic, hateful, indecent, inappropriate or injurious to any individual or any third party;

(d) Disrupting, manipulating, or degrading the operation of the Program;

(e) Phishing, spamming, or pharming;

(f) Unsolicited contacting of the Protocol’s users or other abusive behavior;

(g) Illegal advertising or fraudulent marketing activities;

(h) Infringing or misappropriating the rights of others;

(i) Creating a security risk for the Foundation’s Protocol, the Program or for any Program Applicant or grantee

6.3. In the event that the Foundation discovers that an Applicant or a Grantee has engaged in unfair, excessive or abusive usage or conduct, the Foundation reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Foundation from losses, damages, harm or degradation of any form and manner, including disqualifying the relevant Person from the Program and requiring the immediate return of any Grants awarded.

6.4. The Foundation does not and shall not discriminate on the basis of race, color, religion, creed, gender, gender identity and expression, age, national or ethnic origin, disability, marital status, sexual orientation, familial status, genetic predisposition, criminal conviction, domestic violence victim status, veteran status and/or military status and all other protected classes, in any of its activities or operations. These activities include, but are not limited to, judging the Program. In the interest of fostering an open and welcoming environment, each Applicant and Grantee agrees to make participation in the Program a harassment free experience for everyone, regardless of age, body size, disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio economic status, nationality, personal appearance, race, religion, or sexual identity and orientation.

7. Ownership & Intellectual Property

7.1. The Foundation does not seek to own the content or copyright an Applicant submits to us.

7.2. By submitting an application for a Grant, the Applicant represents and warrants that the application, submissions and entries to the under the Program:

(a) are the original work of the Applicant with no other person or entity having any right or interest in it;

(b) does not infringe the intellectual property right or any other rights, including but not limited to copyright, trademark, patent, trade secret, contracts and/or privacy rights of any third party:

(d) the Applicant possesses and controls all rights necessary to submit the application irrevocably and without restriction to the Foundation, and

(e) that publication of press releases and relevant information by the Foundation via various media including web posting and social media, will not infringe on the rights of any third party.

By submitting an application for a Grant, each Applicant acknowledges and agrees that it shall to hold harmless, indemnify and defend the Foundation against any such third party claims attributable to any breach of the foregoing representations and warranties. If the Applicant is an entity, then the natural person executing the Grant Agreement on behalf of an organisation represents and warrants that it has full authority to bind such organisation to the Grant Agreement.

7.3. Applicants may use open source software provided such usage complies to the respective open source software licence terms.

7.4. For “improving functionality” Grants involving open source infrastructure improvements to the HUMAN Protocol, a Grantee must make all materials, data, processes, documents, deliverables, results, information, discoveries, inventions, improvements, know-how and the like conceived, created, developed or generated by, during the course of, and as a result of, completing the deliverables required by the applicable Grant, whether or not patentable, and all related patent, copyright and other intellectual property rights in any of the foregoing (collectively the “Inventions”) available to the public and published under an open source licence (MIT, Apache 2.0 or AGPLv3) regardless of whether such requirement is set forth in an SOW.

7.5. We can use Content. By submitting an application for a Grant, each Applicant hereby grants to the Foundation, the Human Protocol Foundation and their affiliates the right and permission to publish, broadcast, and/or otherwise use or reuse all information and materials relating to such application and arising out of participation in this Program (“Content”) in any media (including social media) throughout the world for promotional or HUMAN Protocol ecosystem building purposes without additional review, compensation, or approval from such Applicant.

7.6. We can make changes to Content. By submitting an Application, each Applicant, grants the Foundation, the Human Protocol Foundation and their affiliates a worldwide, fully-paid, transferable, perpetual, irrevocable, sublicensable license to access, use and to modify, copy, reproduce, translate and make derivative works of any Content for promotional or HUMAN Protocol ecosystem building purposes without making any payment or awarding any compensation to you.

7.7. You have the right to submit the Content for our use. Each Applicant shall ensure that its Content does not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless it has permission from the rightful owner of the material, or it is otherwise legally entitled to post the material (and to grant to the Foundation all the license rights outlined here). By submitting the Content, each Applicant represents that it is legally allowed to share the Content with the Foundation. Each Applicant will pay all royalties and other amounts owed to any Person based on Content, including all royalties or other amounts owed to such Person as a result of the Foundation accessing, using, modifying, copying, reproducing, translating, making derivatives works of, and/or hosting of that Content.

7.8. By submitting an Application, the Applicant hereby waives all rights of publicity, rights of privacy, intellectual property rights, and any other legal or moral rights that might preclude the Foundation’ use of the Content or Inventions for promotional or for HUMAN Protocol ecosystem building purposes.

7.9. Each Applicant and Grantee, as applicable, is responsible for the Content and the Inventions. All information, Content and Inventions submitted to the Foundation, whether publicly posted or privately transmitted, is the sole responsibility of the Applicant.

7.10. By submitting an Application, each Applicant agrees and acknowledges that many applications shall be developed during this Program and that such applications may be similar or identical in theme, idea, format or other respects to others developed in this Program, and that the Foundation does not have now, nor shall they have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright or other intellectual property right belonging to an Applicant.

8. Foundation Responsibilities

8.1. By submitting an application for a Grant, the Applicant acknowledges and agrees that the Foundation isn’t liable under any circumstances or for any reason for any damages or losses related to the Applicant’s participation in the Program or any introductions made to such Applicant by the Foundations of vendors. The Foundation will not involve itself in disputes between or amongst Applicants and/or Grantees, or between an Applicant or Grantee and any third party relating to the Program. By accessing these Terms, submitting an application, or receiving a Grant, the applicable Person irrevocably releases, waive, and quitclaims the Foundation from and against any claims, damages, causes of action, losses and demands of every kind, known or unknown, special or consequential, directly or indirectly incurred by such Person. All content accessed through this Program is at the applicable Person’s own risk.

9. Other Websites

9.1. The Website may contain links to other websites. When you access third-party websites, you do so at your own risk. The Foundation does not control or endorse those sites. Information you provide to those third parties is governed under their privacy policy, if any, not the Foundation’s.

10. Our Intellectual Property

10.1. Neither you, nor any Applicant or Grantee shall be entitled to access or use, or have any right, title or interest in, any intellectual property rights of the Foundation, the Human Protocol Foundation, or any of their respective affiliates except to the extent specifically set forth herein or in an ASOW, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names such as the use of the word “HUMAN Protocol” and “HMT Token”, internet domain names or copyright, made available or accessible in connection with the Program, in relation to the Foundation, or in relation to the HUMAN tokens. The Foundation’s trademarks shall not be incorporated in the submissions without the Foundation’s consent. There are no implied licences under these Terms, and any rights not expressly granted hereunder are reserved by the Foundation.

10.2. No Applicant or Grantee may use, reproduce, modify, distribute, or store any copyrights, trademarks or other intellectual property of the Foundation, the Human Protocol Foundation, and their respective affiliates.

11. Disclaimer

11.1 Except for any liability that cannot be excluded by law, the Foundation, the Human Protocol Foundation and any affiliate companies, together with their officers, directors, employees, agents and representatives exclude all liability (including negligence) for any personal injury or for any loss or any damage (including loss of opportunity-profit) whether direct, indirect, special or consequential, arising in any way out of or in connection with your, an Applicants, and/or a Grantee’s access to or use of this Website, or participation in the Program, including, but not limited to:

(a) abortion of the Program and any distributions of Grants;

(b) failure, malfunction or breakdown of, or disruption to, the operations of the Foundation, the HUMAN Protocol technology or any technology on which the Foundation, the Program relies on, due to occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(c) any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting the Program;

(d) failure to disclose information relating to the progress of any application;

(e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to participation in the Program and receipt of any Grants;

(f) any entry, submission or other correspondence that is late, lost, altered, damaged, incomplete, illegible or misdirected (whether or not due to any reason beyond the reasonable control of the Foundation);

(g) any variation in the market value of a Grant, the number of HMT Tokens awarded or the use of a prize;

(h) any tax or regulatory liability incurred by a winner or participant; and

(i) all other risks, direct, indirect or ancillary, whether in relation to participating in the Program, the award of Grants, or any Content and Inventions which are not specifically or explicitly contained in or stated in these Terms.

11.2 HMT Tokens are digital cryptocurrencies which are subject to a high degree of risk, volatility and illiquidity. Applicants should make their own investigations and assessments of digital currencies that will be delivered pursuant to a Grant. Applicants should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding, trading and disposition of the digital currencies upon delivery, and as to the income and other tax consequences to them of such acquisition, holding, trading and disposition.

12. Indemnification

12.1. By submitting an application for a Grant, the applicable Applicant shall, to the maximum extent permitted by the applicable laws, indemnify, defend, and hold each of the Foundation, its affiliates and/or (as the case may be), related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach in connection with such Applicant’s participation in the Program, including to the extent such Applicant constitutes a Grantee at any time.

12.2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FOUNDATION, ITS DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES (I) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS THE PROGRAM OR GRANTS; (II) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY CONDUCT OF CONTENT OF ANY THIRD PARTY ON THE WEBSITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THESE TERMS AND THAT THE FOUNDATION WOULD NOT PROVIDE THE PROGRAM WITHOUT IT.

13. No Partnership / Rights of Third Parties

13.1. The Foundation may, at its sole and absolute discretion, assign its rights and/or delegate its duties under the Program. Neither an Applicant nor a Grantee, may not assign any rights or any Grant or delegate any duties under the Grant Agreement, and any assignment or delegation without the written consent of the Foundation shall be null and void ab initio.

13.2. No partnership or joint venture or other relationship between the Foundation and Applicants/ Grantees shall be construed as a result of these Terms or any participation in the Program.

13.3 No Person other than Applicants and Grantees have any rights whatsoever under these Terms or the right to enforce these Terms.

14. Representations & Warranties

14.1 By submitting an application for a Grant, the Applicant represents, warrants and undertake to the Foundation as follows:

(a) it has read and understood all of these Terms;

(b) it has full power and capacity to accept these Terms and perform all its obligations hereunder and that its participation in this Program shall comply with the provisions of any relevant laws applicable to you;

(d) it agrees and acknowledges that the Grants under the Program do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of capital markets product or investment, and furtherunderstands that it is not guaranteed any financial return or any compensation or credit for participation in the Program or use of any application, Content or Invention;

(e) it agrees and acknowledges that no regulatory authority has examined or approved of these Terms and no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction;

(f) it is applying as principal and for its benefit and is not acting on the instructions of, or as nominee or agent for or on behalf of any other Person;

(g) it shall not use any Grant awarded under the Program for any illegal purpose;

(h) neither it nor any of its team members or any Person to whom a Grantee may make the Grant or any part of it available is an individual or entity that is, or is owned or controlled by an individual or entity that:

(i) is designated or specified under regulations made under the UK Sanctions and Anti-Money Laundering Act 2018“” as extended to the Cayman Islands by Orders in Council or otherwise subject to sanctions measures made pursuant to resolutions passed by the UN Security Council and implemented pursuant to the Terrorism Law and the Proliferation Financing (Prohibition) Law (“Cayman Islands Sanctions”);

(ii) is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of the United Kingdom or any other country (collectively, the “Other Sanctions”);

(iii) is located, organised or resident in a country or territory that is the subject of Cayman Islands Sanctions or Other Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Cuba, People’s Republic of Crimea); or

(iv) has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Cayman Islands Sanctions or Other Sanctions;

(i) it has an understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms and blockchain technology;

(j) it bears the sole responsibility to determine what tax implications its receipt of Grants may have for it, and agrees not to hold the Foundation for any tax liability associated with or arising therefrom;

(k) it irrevocably waives the right to participate in a class action lawsuit or a class wide arbitration against the Foundation arising out of or in connection with the Program;

(l) it has all right, title and interest to the submissions and deliverables provided to the Foundation or Program Committee under this Program and that such submissions and deliverables are its original work. If it is applying on behalf of an organisation, it has obtained all required corporate authorisations to bind such organisation to the terms and conditions of this Program; and

(m) all of the above representations and warranties are true, complete, accurate and not misleading from the time of such Applicant’s acceptance of these Terms or submission of an application and shall continue to be true, complete, accurate and not misleading thereafter.

14.2 The Foundation does not make or purports to make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the Program;

(b) any information set out in the Website, its official channels or any other place;

(d) any application or submission.

15. Entire Agreement

15.1 These Terms, including the other information and documents referenced herein, an ASOW, Schedules and Annexures, represents the entire agreement between an applicant and the Foundation with respect to the Program (collectively, the “Grant Agreement”). The Grant Agreement supersedes all prior communications and proposals (whether oral, written, or electronic) between an Applicant and the Foundation with respect to the Program.

15.2. If any of the terms of the Grant Agreement is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of the terms of the Grant Agreement shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the parties to such Grant Agreement shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

15.3 In the event of any conflict or discrepancy between these Terms and the ASOW, the terms of the ASOW shall govern to the extent applicable.

16. Governing Law and Arbitration

16.1. These Terms and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of laws provisions. Subject to Section 17 “Dispute Resolution”, each of the Applicant and the Foundation agree that the courts of the Cayman Islands shall have exclusive jurisdiction each to hear and determine any action or proceeding arising out of or in connection with these Terms (including non-contractual disputes or claims), provided that the parties hereby waive any rights of objection as to jurisdiction or venue, trial by jury, or participation in representative proceedings (or other class action equivalent) in relation to the same, and for that purpose each party irrevocably submits to the jurisdiction of the courts of the Cayman Islands and agrees that the process by which any such action or proceeding is begun may be served on it by being delivered by email.

17. Dispute Resolution.

17.1 (a) Mandatory Arbitration of Disputes. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You agree that Cayman Islands law governs this Section 17 “Dispute Resolution” and these provisions for arbitration which shall survive termination of these Terms.

(b) Exceptions. As limited exceptions to Section 17(a) above: (i) Either you or the Foundation may seek to resolve a Dispute in the Summary Court of the Cayman Islands as a small claims court if it qualifies; and (ii) each of you and the Foundation retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of their intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. If either you of the Foundation wishes to start arbitration, such Personmust submit a written Demand for Arbitration to JAMS and give notice to the other Person as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings will take place in the county (or parish) where you lives, unless you and the Foundation agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. You and the Foundation agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these provisions for arbitration.

(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and the Foundation will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds a Dispute frivolous.

(e) Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you and the Foundatino, as applicable, and may award declaratory or injunctive relief only in favor of the Person seeking relief and only to the extent necessary to provide relief warranted by that Person’s individual claim. To the extent that you or the Foundation prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in the courts of the Cayman Islands and not in arbitration. You agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. You and the Foundation agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in an purported class or representative proceeding. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another Person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section “Dispute Resolution” shall be null and void.

(g) Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

CONTACT

If you have any questions or comments, or wish to send us any notice regarding this Program, please email us at grants@hmt.ai.

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