NEAR Developer Program Terms & Conditions

Last Updated: May 4, 2020

NEAR Developer Program Terms and Conditions

Welcome to the NEAR Developer Program! For additional information on the NEAR Developer Program, please also see the NEAR Developer Program Guidelines located here nearpages.wpengine.com/developer-program (“Program Guidelines”).

The NEAR Developer Program is offered to you by the NEAR Foundation (“ Foundation”).

We urge you to carefully read the terms and conditions of these NEAR Developer Terms and Conditions (“Terms”) and all policies and guidelines referenced herein or elsewhere related to the NEAR Developer, including the Program Guidelines located here nearpages.wpengine.com/developer-program. These Terms and the Program Guidelines as well as the NEAR Privacy Policy incorporated by reference into these Terms, govern your participation in the NEAR Developer Program and constitute a legally binding agreement between you and the Foundation. If there is a conflict between these Terms and the Program Guidelines and/or the NEAR Privacy Policy, these Terms will apply.

Acceptance of Terms

By participating in the NEAR Developer Program, registering for the NEAR Developer Program or making a Submission (defined below), you acknowledge that your participation in the NEAR Developer Program is subject at all times to these Terms, and you agree to be bound by them. If you do not accept these Terms in their entirety, you may not participate in the NEAR Developer Program If you are participating in the NEAR Developer Program on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that event, “participant” “you” and “your” will refer to that company or other legal entity.

Program Overview

The NEAR Developer Program enables participants to access an account on NEAR MainNet to deploy applications on the NEAR MainNet. Participants making qualifying Submission (see para 6 below) during the Program Period can earn corresponding token grants in amounts determined by the Foundation in its sole discretion (each a “Token Grant”). The Foundation reserves the right, in its sole discretion, to exclude certain categories of applications from the NEAR Developer Program.

Changes to Terms or Program; Cancellation

The NEAR Developer Program, these Terms, and any aspect thereof are subject to change or cancellation by the Foundation at any time, with or without advance notice to you. The Foundation may amend or update these Terms at any time by posting a revised version here or through other communications. By continuing to participate in the NEAR Developer Program after such changes, you are indicating that you accept the new modified Terms.

If you wish to opt-out of the NEAR Developer Program and not be considered for Token Grants you may contact us at [email protected]. Opting out of the NEAR Developer Program will not affect the rights granted to the Foundation in any Submissions (defined below) provided by you. Upon any termination or cancellation of your participation in the NEAR Developer Program the following Sections of these Terms will survive: 1, 3, 5 and 7 to 16.

Eligibility

You may only participate in the NEAR Developer Program and make Submissions (defined in para 6 below) 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 in the Program Guidelines located here nearpages.wpengine.com/developer-program;
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, 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;
You you have acertainted yourself that your participation in the NEAR Developer Program 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.

Your Responsibilities

You hereby confirm not to conduct and/or to directly or indirectly support any of the following in connection with the NEAR Developer Program:

Execute or attempt to execute any denial of service;
Interact with any third parties (which includes modifying or accessing data from such third party) if such third party has not consented to such action;
Spam or use any automated vulnerability tools that may generate large traffic volume;
Engage in social engineering (including “phishing”) of Foundation staff or contractors, or otherwise;
Violate any other applicable laws or regulations, including those prohibiting unauthorized access to data;
Physically attempt to gain access to Foundation property;
Disclose any personal, financial, or location information publicly; and
Violate the acceptable use policies of the cloud service and data-center providers whose services you use in the course of participating in the NEAR Developer Program (e.g., the Amazon Web Services Acceptable Use Policy (https://aws.amazon.com/aup), and the Google Cloud Platform Acceptable Use Policy (https://cloud.google.com/terms/aup).

You agree to do all of the following in connection with your participation in the NEAR Developer Program:

Treat all information you receive, collect, or discover about the Foundation, its affiliates, customers, users, or agents in connection with the NEAR Developer Program as confidential and not share any such information except with the Foundation for the purposes of the NEAR Developer Program; and
Avoid disruptions to others, including but not limited to unauthorized access to or destruction of data, theft, and interruption or degradation of our services.

If you violate these Terms, you may be prohibited from participating in the NEAR Developer Program and future Foundation programs, and any Submission (defined below) you have provided may be deemed to be ineligible for a Token Grant.

Registration Process / Submission

If you would like to register to participate in the NEAR Developer Program, you may apply following the Instructions in the Program Guidelines on the NEAR Developer Program web page located at nearpages.wpengine.com/developer-program; which will include any required information set forth in the Program Guidelines. Each such application to participate in the NEAR Developer Program will be a “Submission”.

Each Submission must be completely and properly submitted in accordance with the submission process above and the Program Guidelines located at nearpages.wpengine.com/developer-program. The Foundation has the right to at any time – in particular also after a Submission has been submitted – to request on a ad hoc basis additional information and/or set additional conditions for the participation of a Submission in the NEAR Developer Program.

The Foundation is not responsible for Submission that we do not receive for any reason.

The Foundation will aim to review Submissions on a daily basis. The review time will vary depending on the complexity and completeness of your Submission, as well as on the number of Submissions we receive. The Foundation retains sole discretion in determining which Submissions are qualified to form part of the NEAR Developer Program.

Token Grant System

The Foundation specifies the token grant system, which shall include the conditions and KPI’s for the quantification of Token Grants, from time to time on the NEAR Developer Programs landing page on the webpage of the Foundation (“Token Grant System”). The Foundation has the right to change, in its full discretion, the Token Grant System at any time without prior announcement.

The granting of Token Grants as part of the NEAR Developer Program is within the Foundation’s sole Discretion and all decisions related to the NEAR Developer Program and/or the qualification for Token Grants are final and non-appealable.

To be eligible to qualify for a Token Grant, you must provide the Foundation with accurate, complete and up-to-date information about you, including your name, email address, and any other information that the Foundation reasonably requests from you.

If you are a citizen of, resident within, incorporated in or has a principal place of business located within the United States, you may not be eligible to receive NEAR tokens as Token Grants. Only “accredited investors” (as defined in Section 501 of the Securities Act of 1933) in reliance on Regulation D under the Securities Act are eligible to receive NEAR tokens as Token Grants if located inside the United States. If you are located in the United States and are not eligible to receive NEAR tokens as Token Grants, you are not eligible to participate in the NEAR Developer Program. If you are located outside the United States, any Token Grant you may accrue through your program participation will be granted in NEAR tokens. Before you receive a Token Grant, you must sign, return and provide to the Foundation any additional documents, agreements, information or forms as may be required and provided by the Foundation.

The right to being allocated NEAR tokens cannot be assigned or transferred by you in whole or in part without the previous written consent of the Foundation. Any assignment or transfer that does not conform with the terms of this provision shall be void.

The Foundation makes no guarantee of a NEAR token’s value in any currencies. If you accept a Token Grant you are responsible for paying all taxes related to the Token Grant payment, if any.

Intellectual Property Rights

Except as otherwise specifically agreed to in writing by the Parties, the Foundation does not claim any ownership over and acknowledges that ideas and creative and other work product of whatever type or nature conceived, produced, or developed in relation to your participation in the NEAR Developer Program (collectively “Intellectual Property Rights or IPR”) remains in your possession.

In addition, with respect to your Applications, you: (a) understand and acknowledge that the Foundation may have developed or commissioned materials similar or identical to your Application, and you waive any claims you may have resulting from any similarities to your Application; (b) in accordance with Section 7, you understand that you are not guaranteed any compensation or credit for developing your Application through the NEAR Developer Program; and (c) represent and warrant that neither your Application, nor your use and provision of your Application, nor any use of your Application by us as contemplated above will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Acknowledgment; Waiver and Release

You understand that the purpose of the NEAR Developer Program is for developers who intend to deploy applications to the NEAR MainNet, whether that is right now or in the future. Without limiting any other terms of these Terms, you acknowledge and agree that participating in the NEAR Developer Program may present the potential for damage or loss to the computer you use as a node or data stored on that node. To the full extent permitted by law, you agree to hold harmless and waive any legal claims arising from your participation in the NEAR Developer Program against the NEAR Entities (defined below) and other participants in the program.

No Warranties

THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NEAR DEVELOPER PROGRAM and/or the NEAR Protocol. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE NEAR DEVELOPER PROGRAM IS AT YOUR OWN RISK. TO THE FULL EXTENT PERMITTED BY LAW, THE FOUNDATION EXCLUDES ANY IMPLIED WARRANTIES IN CONNECTION WITH THE NEAR DEVELOPER PROGRAM and/or the NEAR Protocol.

Indemnification

You will indemnify, defend and hold harmless the Foundation and its respective officers, directors, employees, representatives, and agents (each, a “NEAR Entity,” and collectively, the “NEAR Entities”) 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 any action by a third party against any NEAR Entity arising from your participation in the NEAR Developer Program, your Applications or your acceptance or use of any Token Grant.

Limitation of Liability

THE LIABILITY OF THE FOUNDATION FOR ANY DIRECT AND/OR INDIRECT DAMAGES ARISING RELATED TO OR IN CONNECTION WITH THE NEAR DEVELOPER PROGRAM AND/OR THE NEAR PROTOCOL IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

Third Party Websites or Resources

Participation in the NEAR Developer Program may involve your accessing third-party websites or other resources. We are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

Independent Parties

You are not an employee, contractor or agent of the Foundation, but are an independent third party who wants to participate in the NEAR Developer Program. Nothing in these Terms is intended to render the Foundation and you as joint venturers, partners, or employer and employee. Under no circumstance will the Foundation be considered to be your employer, nor will you have any right as an employee of the Foundation.

Notice; Consent to Electronic Notice

You consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms (including notices regarding the security of your data); and (b) electronic records to store information related to these Terms. Any notices or other communications provided by the Foundation under these Terms will be given: (i) via email; or (ii) by posting to the Program Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Miscellaneous

These Terms shall be governed by and construed in accordance with Swiss law, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the International Sales of Goods is hereby expressly excluded.

Any dispute, controversy or claim arising out of or in connection with these Terms or the breach, existence, legal competence or invalidity thereof, shall be exclusively settled by the courts of Zug, Switzerland.

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without the Foundation’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Foundation may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. These Terms, the Program Guidelines and the NEAR Privacy Policy, constitute the entire agreement between you and the Foundation regarding the NEAR Developer Program, and these Terms supersede and replace all prior oral or written understandings or agreements between the Foundation and you regarding the NEAR Developer Program.

The Foundation’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Foundation. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE NEAR DEVELOPER PROGRAM.