TERMS AND CONDITIONS

Version 1.0

Totem DAO Foundation ("Totem" or the "Foundation"), an exempt foundation company organized under the laws of the Cayman Islands, is pleased to launch the Totem Grant Program (the "Program") pursuant to these terms and conditions (the "Terms").

Totem has developed and launched an innovative decentralized protocol providing a platform that enables the creation of games and a novel monetization way to fund game creators (the "Totem Protocol"), that uses an ERC-20 standard blockchain token for its operations ("Totem Tokens").

Additional details, application guidelines and FAQs regarding the Program, as amended from time to time, shall be published on the Foundation's website at https://totem.gdn (the "Website") In the event of any inconsistencies, the Foundation's determination, made in its sole discretion, shall prevail.

Please read and review these Terms carefully.

1. Grant Programs and Purpose

The Program is aimed to fund research and development of open-source software, education and community engagement, game creation, supporting the growth of a vibrant ecosystem by providing applicants with grants in the form of fiat money, USDC, Totem Tokens or such other form of consideration as the Foundation may select from time to time ("Grants").
The Foundation's Grant-making philosophy and funding programs revolve around its mission to build a truly decentralised, open-source ecosystem and developer community around the Totem Protocol. The Foundation is interesting in receiving applications from interested parties who believe they have a proposal that can advance or add value to the Totem Protocol ("Applicants").
All Grants given to accepted Applicants (each, an "Awardee") are subject to the completion of any prescribed deliverables, restrictions or other conditions as indicated in a definitive document such as a final endorsed Grant Award Letter issued to an Awardee. These Terms, the applicable Award Letter, together with any Schedules and Annexures, will form the Agreement which will bind both the Foundation and the Awardee for the purposes of the Grant.
Awardees shall use the Grant only for the specified purpose as detailed in the final Award Letter ("Purpose"). The Grant shall be used to complete the Purpose and there shall be no variation of the Purpose without the Foundation's prior written approval. The Foundation will not be obligated to continue funding or provide further Grants beyond what is set out in an Award Letter for that Purpose. Awardees shall perform the Purpose. If an Awardee fails to perform the Purpose to the Foundation's satisfaction, the Foundation shall be entitled to withhold the disbursement of the Grant (or any portions of it). For the avoidance of doubt, the Foundation is not obliged to provide any further Grants in the event of any delay or failure of Purpose.

2. Eligibility

All Applicants must either be an adult of at least 18 years old or otherwise eligible to enter into legally binding contracts; (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; in each case, who are legally able to enter into these Terms.
Potential Applicants shall not register for this Program if there are legal restrictions in their respective country of residence or domicile for entering into these Terms or receiving a Grant. It is the sole responsibility of the Applicant to ensure that the Applicant's participation in the Program is not prohibited by any applicable law, regulation or rule in your country of residence or domicile.
Applicants are not eligible to receive Grants in Totem Tokens if such Applicant is domiciled in or resident of, or physically present / located in any of: the United States of America and its Territories; (ii) or any country that is subject to comprehensive sanctions, including but not limited to Iran, Lebanon, Russia, Sudan, North Korea and Syria, or (iii) any jurisdictions in which the Program and/or transfer, purchase or sale of Totem 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").
Applicants from the United States of America and Excluded Jurisdictions in which transfer, purchase or sale of Totem Tokens is prohibited (but not any country subject to comprehensive sanctions), may, to the extent permitted by applicable law and subject to all AML/CFT requirements, be awarded a cash Grant, the amount 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 and all Grants are subject to the tax and withholding provisions set forth in Section 5(d).
The Foundation may require you to furnish such documents and personal information so as to prove your identity, status and/or eligibility for the Program. The Foundation reserves the right to reject your application or eligibility for a Grant or withhold disbursement if you are unable to furnish such documents or information to the Foundation's satisfaction.
The Foundation shall have the unfettered right to, in its sole discretion, disqualify any application, change the nature of any Grant 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 if mandatory compliance with any applicable law is required.

3. Submission Process

The following are the steps you must follow in order to submit an application for a Grant. You are required to remain updated and conform with all additional steps and details as published on the Totem website or as may be amended from time to time.
Pre-Application Information. Applicants are required to familiarize themselves with the documentation and information in the Website, including the application process, the application form, and these Terms, made available on the Website. Optionally, applicants may submit a pre-application form to receive initial feedback on the proposal before going through the full application process.
If you are applying on behalf of your organization, you shall obtain all required corporate authorizations to bind your organization to these Terms and provide evidence of such corporate authorizations upon request.
To apply for a Grant, you must send a written proposal, in pdf format, via email to grants@totem.gdn.
All proposals should contain relevant information regarding the Applicant, core team members and a description of the proposed project including a description of the problem, the proposed solution and the general plan of development for such solution.
The Foundation will acknowledge receipt of your submission. The Foundation may reach out to you by email to get more details or schedule a conference call to discuss your project further.
The Foundation will review the submission and make a determination if any Grants will be made. Applicants will receive an endorsed Award Letter from the Foundation if their application for a Grant is approved. All decisions regarding Grants, distribution dates and eligibility / qualification for Grants are at the Foundation's sole discretion.
As a condition for receiving the Grant you may be required to complete identify / KYC checks and deliver such further legal agreements, grant letters, containing representations and warranties on confidentiality and intellectual property. All Grants shall be subject to the provisions on Ownership & Intellectual Property found in Section 6 of these Terms.
Submissions will be accepted in English language and in the format detailed above or as may be determined by the Foundation from time to time. Any incomplete/inaccurate entries shall be invalid. Incomplete, illegible, corrupted, unrecognisable formats, and untimely entries or submissions will be void and disqualified.
Adequate documentation is required as a condition for all Grants. The Foundation may, after reviewing your proposal, come back with a suggestion to improve your documentation before awarding a Grant or periodic payment. The Foundation may impose repository guidelines to ensure the accessibility of open source projects to the community of developers and end users and to simplify the assessment of deliverables.
The Foundation will inform applicants on the outcome of their applications after the evaluation process is fully concluded. 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.
You represent and warrant to the Foundation that you have all rights, title, and interest to any submission or application submitted under this Program and that all deliverables thereto are your own original work.

4. Award of the Grant

Grants may be made in a single lump sum distribution to the wallet address or bank account provided by the team leader or corporate representative of the Awardee. Grants may also be distributed in tranches. 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. The Foundation would not be liable for any loss or theft of secret keys or any other mishap relating to your Grant for any reason whatsoever.
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 and all Grants are subject to the tax and withholding provisions set forth in Section 4(d).
In the event that you fail 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.
Awardees 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. Awardees are also responsible for complying with foreign exchange and banking regulations in their respective jurisdictions and reporting the receipt of the Grant to relevant government departments/agencies or tax authorities, if necessary. In the event that tax is required to be withheld at source, Totem shall be entitled to withhold said tax at the required rate.
The Foundation shall be entitled to engage in monitoring to verify that the Grant is being utilized for the Purpose and in accordance with these Terms and Conditions, and Awardees shall provide any documentation reasonably requested by the Foundation for purposes of such verification. The foregoing shall not create any obligation on the Foundation to undertake any such monitoring and the Awardee shall be solely responsible for all of its obligations hereunder and under the applicable Award Letter.

5. Acceptable Use Policy

You 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. You are required to comply with all statutes, orders, regulations, rules, and other laws applicable to you. In addition, we expect all applicants and awardees to respect the rights and dignity of others.
Without limiting the generality of the foregoing, you shall not cause nor encourage others to undertake any illegal, harmful, fraudulent, infringing, or objectionable activities. Here is a non-exhaustive list of prohibited activities:

Any act which might bring the Totem Protocol and its affiliates into public disrepute;
Applications that would infringe any applicable laws and regulations, including Anti Money Laundering /Countering of the Financing of Terrorism laws and regulations;
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;
Disrupting, manipulating, or degrading the operation of the Program;
Phishing, spamming, or pharming;
Unsolicited contacting of Users or other abusive behavior;
Illegal advertising or fraudulent marketing activities;
Infringing or misappropriating the rights of others
Creating a security risk for the Totem Protocol, the Program or any Program applicant or Awardee or anyone else who uses the protocol in any way, including but limited to, game players.

In the event that the Foundation discovers that you have 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 publishing your disqualification from the Program and requiring the immediate return of any Grants awarded to you under the Program.

Ownership & Intellectual Property

The Foundation does not seek to own the content or copyright you submit to us. But we do need certain assurances from you in order for you to be qualified to receive a Grant from us.
Participants represent and warrant that their application, submissions and entries to the under the Program: are their own original work with no other person or entity having any right or interest therein; (ii) do 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; (iii) all third party intellectual property rights are clearly identified; (iv) Participant possesses and controls all rights necessary to submit the application irrevocably and without restriction to the Foundation and (v) 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. In submitting a proposal for a Grant, participants agree to hold harmless and indemnify the Foundation against any such third-party claims. If a submitter is accepting these terms on behalf of an organization, such submitter represents and warrants that they have full authority to bind such organization to these Terms.
Participants are encouraged to use open source software, provided such usage complies with the respective open source software license terms and is clearly identified.
It may be a condition for specific Grants that Participants agree to 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 under a Grant Letter, 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 MIT License or as otherwise specified by the Foundation.
By submitting a proposal, Participants thereby grant to the Foundation the right and permission to publish, broadcast, and/or otherwise use or reuse all information and materials relating to a Participant submission and arising out of participation in this Program ("Content") in any media (including social media) throughout the world for promotional or Totem Protocol ecosystem building purposes without additional review, compensation, or approval from you.
Participants grant the Foundation the right to modify or translate any Content for promotional or Totem Protocol ecosystem building purposes.
Participants shall ensure that any Content does not and will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless the Participant has permission from the rightful owner of the material or is otherwise legally entitled to post the material (and to grant to the Foundation all the license rights outlined here). By submitting the Content, Participants represent that they are legally allowed to share the content with the Foundation. Participants will pay all royalties and other amounts owed to any person or entity based on such Participants' content, or on the Foundation's hosting of that content.
Participants hereby waive any rights of publicity, rights of privacy, intellectual property rights, and any other legal or moral rights that might preclude the Foundation's use of the Content or Inventions for promotional or for Totem Protocol ecosystem building purposes.
All information, Content and Inventions submitted to the Foundation, whether publicly posted or privately transmitted, are the sole responsibility of the Participant.
Participants agree and acknowledge 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. You acknowledge and agree 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 a Participant.

6. Foundation Responsibilities

The Foundation is not liable for any damages or losses related to a Participant's participation in the Program. Totem does not become involved in disputes between applicants, or between a Participant and any third party relating to the Program. By participating in the Program, Participants release the Foundation from claims, damages, losses and demands of every kind, known or unknown, special or consequential, directly or indirectly incurred by such Participant. All content accessed through this Program is at the Participant's own risk. Participants are solely responsible for any resulting damage or loss to any party.
By Participating in the Program, Participants acknowledge and agree that the purpose of Grants is solely to encourage research on topics of interest, education on topics of interest and the development of open-source software. Any actual implementation of any project or business idea, whether utilizing research or open-source software developed in connection with a Grant or otherwise, is solely the responsibility of the party engaged in such activity. The awarding of a Grant does not represent an endorsement, sponsorship or participation by the Foundation of any transaction, commercial activity, product or service, and the Foundation shall not be liable for any acts or omissions of any Participant connected to the awarding of a Grant or the participation of any person or entity in the Program.

7. Totem Intellectual Property

An award of a Grant shall not entitle you to any intellectual property rights, 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 "Totem" and "Totem Protocol", Internet domain names or copyright in connection with the Program, the Foundation, the Totem Tokens and the Totem Protocol. 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 to you hereunder are reserved by the Foundation in all respects.
If you wish to use, reproduce, modify, distribute, or store any such copyrights and trademarks of the Foundation for any purpose, you need prior written permission from the Foundation.
You may publicize your receipt of a Grant and participation in the Program, unless explicitly requested by the Foundation not to do so.

8. Disclaimer

Except for any liability that cannot be excluded by law, the Foundation, its subsidiary and related 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 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 Totem Protocol 's technology or any technology on which the Foundation, the Totem Protocol or 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 an application; (e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to your 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 Totem Tokens awarded or the use of a prize; (h) any tax or regulatory liability incurred by a winner or participant; and all other risks, direct, indirect or ancillary, whether in relation to participation in the Program, the award of Grants, or any Participant's Content and Inventions which are not specifically or explicitly contained in or stated in these Terms.
Totem Tokens are digital cryptocurrencies that are subject to a high degree of risk, volatility and illiquidity. Applicants should make their own investigations and evaluations 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.

9. Indemnification

To the maximum extent permitted by the applicable laws, you shall indemnify, defend, and hold each of the Foundation, its affiliates and/or (as the case may be) their respective subsidiaries, 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 by a Participant of any warranty, representation, or obligation hereunder or in connection with your participation in the Program.
Without derogating from the foregoing, the Foundation reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification by any Participant, which will not excuse Participant's indemnity obligations hereunder and in which event Participant will fully cooperate with the Foundation in asserting any available defense. Participants agree not to settle any matter subject to an indemnification by such Participant without first obtaining the Foundation's prior express written approval.
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 PROVIDE THE PROGRAM WITHOUT IT.

10. No Partnership/Rights of Third Parties

The Foundation may, at its sole and absolute discretion, assign its rights and/or delegate its duties under the Program. Participants may not assign their rights or any Grant or delegate their duties, and any assignment or delegation without the written consent of the Foundation shall void a Participant's application.
These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
A person who is not a party to these Terms shall not have any rights whatsoever under these Terms or to enforce these Terms.

11. Representations and Warranties

By accepting these Terms, Participant represents, warrants and undertakes to the Foundation as follows: Participant has read and understood all of these Terms; (ii) Participant has full power and capacity to accept these Terms and perform all obligations hereunder and that Participant's participation in this Program shall comply with the provisions of any relevant laws applicable to Participant; (iii) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms; (iv) Participant 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; Participant understands that there is no guarantee of any financial return or any compensation or credit for participation in the Program or use of any submission; (v) Participant 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; (vi) you are applying as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person; (vii) you shall not use any Grant awarded under the Program for any illegal purpose; (viii) none of Participant or Participant's team members is an individual or entity that is, or is owned or controlled by an individual or entity that 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, His Majesty's Treasury of the United Kingdom, or similar sanctions administered or imposed by the government of the State of Israel or any other country (collectively, the “Sanctions”), is located, organized or resident in a country or territory that is the subject of such Sanctions (including but not limited to, Cuba, Iran, Lebanon, North Korea, Sudan and Syria); or 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 Sanctions; (ix) Participant 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; Participant bear the sole responsibility to determine what tax implications any receipt of Grants may have for Participant, and agrees not to hold the Foundation responsible for any tax liability associated with or arising therefrom; (xi) Participant waives the right to participate in a class action lawsuit or a class wide arbitration against the Foundation; (xii) Participant has all right, title and interest to the submissions and deliverables provided to the Foundation or OEGP Grant Committee under this Program and that such submissions and deliverables are Participant's own original work; (xiii) if Participant is an organization or entity, all required corporate authorisations to bind Participant to the terms and conditions of this Program have been obtained; and (xiv) all of the above representations and warranties are true, complete, accurate and not misleading from the time of submission of a proposal and/or acceptance of these Terms and shall continue to be true, complete, accurate and not misleading thereafter.
The Foundation does not make or purport to make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to: the Program; (ii) any information set out in the Website, the Foundation's channels or any other place; (iii) the Grants under the Program; and (iv) any Participant application or submission.

12. Entire Agreement

These Terms, including the other information and documents referenced herein, Schedules and Annexures, represent the entire Agreement between Participant and the Foundation with respect to the Program. They supersede all prior communications and proposals (whether oral, written, or electronic) between you and the Foundation with respect to the Program. If any provision of these Terms is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable.
If any of these Terms 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 these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto 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.

13. General

These Terms shall be governed by, and construed in accordance with, the laws of the Cayman Islands. Any dispute arising out of or in connection with the Program shall be referred to and finally resolved by the competent courts of the Cayman Islands. Participants agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Totem may seek injunctive relief in any court of competent jurisdiction.
Notwithstanding any dispute, the Parties will continue to comply with their respective obligations under these Terms.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PROGRAM OR A GRANT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Totem may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto. In case of any material change, the Foundation will make reasonable efforts to notify Participants by posting a clear notice on the Website and/or sending Participants an email (to the extent that such Participant provided the Foundation with such email address) regarding such change.

14. Contact

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