Terms & Conditions
SPECIFIC TERMS AND CONDITIONS FOR THE GALACTIC HUBS GRANT AND AWARD PROGRAM
Version 2.0 – January 2023
WELCOME TO DACOCO GMBH’S GALACTIC HUBS GRANT AND AWARD PROGRAM (THE “PROGRAM”). BY MAKING AN APPLICATION FOR A GRANT OR AWARD, PARTICIPATING IN EVENTS IN VIEW OF RECEIVING A GRANT OR AWARD, OR OTHERWISE BY ENGAGING INTO ACTIVITIES WHICH ARE PART OF THE PROGRAM AND, IN ANY EVENT, BY CLICKING ON “I ACCEPT” ON THE SCREEN WHERE THESE TERMS AND CONDITIONS ARE DISPLAYED (ANY SUCH ACTION AN “ACCEPTANCE”), YOU ARE DEEMED TO AGREE TO FULLY BE BOUND BY AND ACCEPT THE PROVISIONS OF THESE TERMS AND CONDITIONS, AS SET OUT BELOW (THE “PROGRAM TERMS”). IF YOU ARE ACCEPTING THESE PROGRAM TERMS ON BEHALF ANOTHER PERSON OR SEVERAL OTHER PERSONS (INCLUDING WITHOUT LIMITATION, A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH OTHER PERSON (S). THESE PROGRAM TERMS ARE ENTERED INTO BY AND BETWEEN DACOCO GMBH, ZUG, SWITZERLAND (CHE-273.567.048) (“DACOCO” OR “WE”) AND YOU AND ANY OTHER PERSON, COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THESE PROGRAM TERMS (THE “PARTICIPANT” OR “YOU”).
IF YOU DO NOT AGREE TO THESE PROGRAM TERMS, YOU ARE NOT AUTHORIZED TO RECEIVE ANY GRANT OR AWARD UNDER THE PROGRAM AND YOU MUST IMMEDIATELY CEASE ANY ACTIVITY AIMED AT RECEIVING SUCH GRANT OR AWARD.
1. FORM OF AGREEMENT AND INTERPRETATION
1.1 Binding Effect: These Program Terms apply and are binding on You following Your Acceptance. They form an integral part of the agreement between the Dacoco and You, and govern Your rights and obligations with regard to their subject matter.
1.3 Interpretation: These Program Terms shall not be construed against any party on the grounds that such party prepared or drafted these Program Terms. In these Program Terms, unless the context otherwise requires, (i) capitalized terms shall be read and construed as defined terms and have the meaning ascribed to them where highlighted in these Program Terms, (ii) words in the singular include the plural and vice versa and words in one gender include any other gender, (iii) a reference to a statute or statutory provision includes any subordinate legislation made under it and any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of these Program Terms.
2. PARTICIPATION, GRANTS AND AWARDS
2.1 Grants and Awards: Subject to these Program Terms, which apply to any and all such Grants or Awards (as well as any other benefits granted, extended, fulfilled or otherwise remitted hereunder) Dacoco may, within its sole discretion, whether in form of financial support, by remitting TLM, through making available technical documentation and/or APIs, through technical review and/or advice and/or through other benefits in kind, (i) make, upon application of a Participant, grants in furtherance or support of such Participant’s project (its “Applicant Project”), if Dacoco, within its sole discretion, deems such Applicant Project to be beneficial to the development and promotion of the Alien WorldsTM metaverse and/or community and/or the underlying technologies and provided the Applicant Project complies with all requirements hereof, in particular, without limitation, the Disclosure Obligations under section 3.3 (any such grant a “Grant”) or (ii) always subject to their prior accession to these Program Terms and compliance of the recipients with the Disclosure Obligations under section 4.2, award certain projects (“Candidate Projects”), whether through bilateral transactions or in the context of specific events and ceremonies, with certain rewards for the beneficial effects which Dacoco deems, within its sole discretion, that such Candidate Projects have had or will have on the development and promotion of the Alien Worlds metaverse and/or community and/or the underlying technologies (any such award an “Award”).
2.2 Participation: Dacoco will, from time to time, within its sole discretion, (i) advise prospective Participants, whether individually or by notice to the public, of opportunities to apply for Grants in line with these Program Terms (in particular, without limitation, section 3 “Grant Applications” below), and/or (ii) advise potential Participants it deems eligible for an Award of its intention to nominate such party for, or to directly extend an Award in line with and subject to these Project Terms (in particular, without limitation, section 4 “Award Process” below).
2.3 Review Board: Without limitation to the foregoing, any and all Grants and Awards hereunder are subject to the discretionary approval of a specific body within Dacoco, constituted for such purpose by Dacoco’s board or managers (the “Review Board”), always provided that no Participant shall have any right or otherwise protected expectation with regard to whether, when and/or how the Review Board is constituted and/or which rules govern its composition, determinations and decisions. In addition to its powers with regard to Grants and Awards, the Review Board has the right, within its sole discretion, to ban and exclude a Participant from any form of participation in the Program, whether temporarily or permanently.
2.4 Discretionary Nature: You acknowledge and agree that any and all Grants, Awards and other benefits contemplated herein, whether expressed as financial amounts or benefits in kind, as well as the decision whether, when and/or under which conditions to make, extend or otherwise remit any such Grants, Awards and other benefits, are at any time prior to the issuance and remittance to You of a duly executed Notice of Grant (as defined below) or Award Notice, within the sole discretion of Dacoco.
UNLESS YOU RECEIVE A DULY EXECUTED NOTICE OF GRANT OR AWARD NOTICE WHICH IS ISSUED IN YOUR NAME, NEITHER DACOCO, NOR ANY OF ITS RELATED PARTIES, DIRECTORS, OFFICERS, EMPLOYEES AND/OR ADVISORS HAVE ANY OBLIGATION TOWARDS YOU OR YOUR APPLICANT OR CANDIDATE PROJECT UNDER THESE PROGRAM TERMS.
Any Grant, Award and other benefit made, extended, fulfilled or otherwise remitted to a Participant does not give such Participant any right and/or otherwise protected expectation to (i) receive or otherwise benefit from any other Grants, Awards and other benefits hereunder and (ii) to participate in the Program on any other occasion and/or to attend or otherwise take part in any events organized as part thereof.
2.5 Gross Amounts: Any and all Grants, Awards and other benefits contemplated herein, whether expressed as financial amounts or benefits in kind, are expressed as gross amounts. We will have the right, at any time and within our sole discretion, to deduct, withhold from such amounts or, as the case may be, reclaim (i) any applicable statutory, regulatory and/or contractual Taxes and Duties as well as (ii) any Individual Application/Registration Costs (in each case, as defined below).
2.6 Further Conditions: Dacoco may, and has the sole discretion to, subject individual Grants or Awards to further terms and conditions, such as, without limitation, the participation in certain events or communications, the provision of certain creative materials and/or the grant of licenses to Dacoco in respect of certain underlying Technologies or other Intellectual Property, whether against consideration or free of charge.
3.1 Grant Preconditions & Application Process: Parties who wish to become eligible for a Grant must, among the other conditions set out in these Program Terms, fulfill, upon registration and thereafter, for the entire duration of the evaluation and Grant process, the following preconditions (the “Grant Preconditions”): (i) they must become a Participant by virtue of accepting these Program Terms and registering on ghubs.alienworlds.io (the “Galactic Hubs Website”), (ii) they may not be or become subject to any temporary or permanent ban excluding them from the capacity of Participant, (iii) they must submit a written application in line with section 3.2 (Form of Application) (an “Application”), (iv) they they must submit and keep current the information and documentation required under section 3.3 (Disclosure Obligations) and promptly and truthfully respond to any additional query of Dacoco in good faith, and (v) they must confirm their entry into the covenants under section 3.4 (Covenants).
3.2 Form of Application: All Applications must be submitted through the application form on the Galactic Hubs Website. Information submitted in or in support of an Application, also including any information provided in connection with the disclosure obligations under section 3.3, must at all times during the evaluation and Grant process be complete, truthful and non misleading. Any changes to information submitted in or in support of an Application and/or any circumstances which would make any of the information submitted untrue, incomplete or misleading must promptly be notified to Dacoco through the “Update Application” function on the Galactic Hubs Website. In addition to the information pursuant to the Disclosure Obligations under section 3.3 “Disclosure Obligations” below, Applications must at least set out or, as the case may be, contain: (i) the name of the Participant’s Applicant Project, (ii) its Notification Address, (iii) the purpose of the Applicant Project and how it intends to benefit or promote the Alien WorldsTM metaverse or community or the underlying technologies, (iv) a description of the target audience and/or beneficiaries of the Applicant Project and, if such target audience and/or beneficiaries consist, directly or indirectly, of a predetermined group of individuals selected by the Participant, the information required under the Disclosure Obligations set out in section 3.3 for Beneficial Owners (as applied by analogy) for each such individual, (v) a description of the project team and its organization, (vi) the information and documentation required under the Disclosure Obligations set out in section 3.3 (vii) the technical foundations on which the Applicant Project shall be implemented, maintained and operated, (viii) an overview over the timeline of the Applicant Project, including without limitation, substantiated date estimates, or as the case may be, completion dates, for the Applicant Project’s key milestones, such as e.g.: (a) project setup, (b) final project concept, (c) completion of development and (d) launch, (ix) a description of the Intellectual Property (as defined below) required for the Applicant Project, as well as information with respect to such Intellectual Property’s ownership and sourcing for the Applicant Project, (x) the amount of the Grant solicited, as well as (xi) the WAX wallet(s) onto which the Grant should be made (each such WAX wallet a “Project Account”), and, if multiple Project Accounts are listed, an explanation with regard to the use and number of such accounts. For the purposes of these Project Terms, "Intellectual Property" shall mean any trademarks, service marks, trade names, domain names, logos, patents, inventions, trade secrets and other rights in know-how, design rights, utility models, copyrights, software, rights in databases and all other similar proprietary rights anywhere in the world, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
3.3 Disclosure Obligations (for Applications):
3.3.1 Basic KYB Information: Upon making an Application, Participants must disclose the following “Basic KYB Information” to Dacoco (i) any and all legal entities, partnerships or other forms of organization (if any) through which their Applicant Project is or is projected to be organized, controlled, implemented and/or otherwise realized (“Project Entities”), and (ii) the identities of (a) any and all individuals exercising a controlling or managing function in connection with their Applicant Project (regardless of their formal capacity) and a description of their roles within the Participant’s organization (“Project Team Members”), as well as (b) any and all ultimate beneficial owners of their Applicant Project and/or the Project Entities (including, in particular, any and all individuals holding, whether directly or indirectly, a controlling interest in the Applicant Project and/or a direct or indirect stake of more than 25%, or an otherwise directly or indirectly controlling stake in any Project Entity, as well as any and all individuals on behalf of whom assets are held as part of the Applicant Project or on whose behalf the Applicant Project is otherwise planned, implemented or realized; “Beneficial Owners”), as well as the ownership structure of the Applicant Project and/or the Project Entities.
3.3.1a Project Entities: With regard to Project Entities, Basic KYB Information includes, but is not limited to, for each entity: (i) its name, (ii) the jurisdiction in which it is organized, (iii) its registration number (iv) its place of registration and its registered address, (v) if different, its principal place of business, and (vi) a scan or copy of a registration document evidencing such information (e.g. a certificate of registration or a commercial register extract).
3.3.1b Individuals: With regard to Project Team Members and Beneficial Owners, Basic KYB Information includes, but is not limited to, for each individual: (i) their first and last name, (ii) their residential address and (iii) a scan or copy of their valid passport or ID card. In addition, each Project Team Member who is a part of or reports directly to the highest tier of the Applicant Project’s management, must disclose a complete and non misleading summary of their education and professional track record.
3.3.2 Additional Information for Pioneer Grants: For Grants (whether in one or a series of related transactions) which are equivalent to an amount exceeding TLM 500,000 (“Pioneer Grants”), Project Team Members and Project Entities, or on their behalf, the relevant Participant, must promptly disclose, any and all further background information and documentation Dacoco may reasonably request in good faith regarding any Project Entity, Project Team Member and/or Beneficial Owner, such as, e.g. (i) for Project Entities, formal evidence of (a) their registration (e.g. a legalized register extract or registration certificate) and (b) their good standing (e.g. a legalized certificate of good standing or extract from the competent debt enforcement register), which, in each case of (a) and (b), should be no older than three months, and (ii) for individuals disclosed under 3.3.1b (x) formal evidence with regard to their identity and address (e.g. a notarized copy of their identification document and a utility bill or confirmation of residency), and (y) evidence of their good standing (e.g. a legalized extract from the competent debt enforcement register), which, in each case of (x) and (y) should be no older than three months, and (z) such further information as Dacoco may reasonably request with regard to their background, source of wealth and their track record (e.g. disclosure of prior and other ongoing projects, extracts from records, etc.).
3.3.3 For Grants which are equivalent to an amount not exceeding, and which are not part of a series of related transactions equivalent to an aggregate amount which would exceed, a threshold of TLM 150,000, Basic KYB Information beyond the names and addresses of the Team Members and Beneficial Owners, as well as the names, places of registration and the principal places of business of Project Entities, which shall be provided regardless of the Grant amount, must be provided only upon request of Dacoco, as made by Dacoco in its reasonable discretion.
3.3.4 Account Information: In addition to the Basic and any additional KYB Information, as applicable, Participants must provide, as part of their Application, with regard to each Project Account (“Account Information”), (i) the WAX account name of the Project Account, (ii) the name(s) of the direct owner(s) of the Project Account and, unless already disclosed, the applicable KYB Information (as applied by analogy) with regard to such direct owner(s), (iii) if different from the direct owner(s), the ultimate beneficial owner(s) of the Project Account and, unless already disclosed, the KYB Information (as applied by analogy) with regard to each such beneficial owner, as well as (iv) any further information and documentation Dacoco may reasonably request in good faith with regard to such Project Account.
3.3.5 Information under Applicable Law: Independently of and without limitating the scope of effect of the foregoing, Participants must promptly provide in due form, upon first request of Dacoco, any and all information and documentation required under applicable Know Your Beneficiary-, Know Your Customer-, Anti Money Laundering-, Counter Terrorism Financing- and/or any and all substantially similar laws and regulations (“AL KYB Information”).
3.4.1 Information: In becoming a Participant, You undertake to, and to procure that any and all of your Project Team Members, Project Entities as well as their directors, officers, employees and other related parties (if any), will also promptly provide Dacoco with complete, accurate and non misleading information (i) with regard to any changes the facts and circumstances described or disclosed in the Application, (ii) if a Grant is tied to specific milestones, with regard to each such project milestone which is achieved as part of the Applicant Project, and (ii) upon request, more generally with regard to the status and progress of the Applicant Project.
3.4.2 Compliance: In becoming a Participant, You undertake to, and to procure that any and all of your Project Team Members, Project Entities as well as their directors, officers, employees and other related parties (if any) will also, in planning, implementing or otherwise realizing the Applicant Project, (i) fully comply with any and all laws and regulations applicable to the Applicant Project, (ii) comply in all material respects with the description and outline of the Applicant Project submitted in the Application, and (iii) refrain from any and all acts and declarations which are intended or may reasonably be expected to harm the reputation, business, prospects or operations of Dacoco and/or its directors, officers, employees, advisors and/or other related parties.
3.4.3 Cooperation: In becoming a Participant, You undertake to, and to procure that any and all of your Project Team Members, Project Entities as well as their directors, officers, employees and other related parties (if any) will also, promptly and in good faith, cooperate with Dacoco with regard to any and all (i) features of the Applicant Project which are co-developed, reviewed, implemented, released, co-promoted and /or otherwise supported by or with Dacoco, and/or (ii) announcements, promotions, publications and/or other communications of the Applicant Project, and provide Dacoco with any and all relevant information, in each case as Dacoco may reasonably request in good faith.
3.4.4 Publicity: In becoming a Participant, You undertake to, and to procure that any and all of your Project Team Members, Project Entities as well as their directors, officers, employees and other related parties (if any) will also, refrain from any public disclosure with regard to the Application and/or the Grant without the prior written approval of Dacoco.
3.5 Grant Approval & Notice: Subject always to the Grant Preconditions, Dacoco’s sole discretion, as set out in sections 2.4 and 3.7 and any further conditions under section 2.6 (if any), the Review Board may elect to fully or partially approve a Grant in line with the relevant Participant’s request in their Application or such variation thereof which the Review Board deems appropriate. If the Review Board approves a Grant to You in line with the foregoing, Dacoco shall notify You of such Grant in writing (incl. by email) within 10 business days of such decision, which notification shall set out, in particular, without limitation (i) the amount of the Grant, (ii) if Dacoco, within its discretion, ties certain portions of the grant to specific project milestones, the individual portions of the Grant to be remitted on the achievement of each such project milestone, and (iii) any still applicable additional precondition under section 2.6 of these Program Terms, if any (such notice, a “Grant Notice”).
3.6 Post Grant Rights & Obligations: Following the remittance of a Grant Notice, Dacoco will, in particular, without limitation, have the rights set out in this section 3.6.
3.6.1 Revocation: Dacoco will have the right, but not the obligation, (i) to revoke the Grant and refuse any outstanding payments thereunder, regardless of the achievement of any project milestones, if, within its reasonable discretion, it determines that (a) the facts and circumstances described or disclosed in the Application are no longer accurate in all material respects, or (b) the Participant breaches any of the covenants under section 3.4, (ii) to revoke the Grant as contemplated in (i) above and, without being bound by any cure period, to reclaim any amounts already disbursed or otherwise remitted with regard to the Grant if, within its reasonable discretion, it determines that there are serious indications whereas the Grant may have been obtained by the Participant on the basis of untrue or misleading information, or otherwise in breach of these Program Terms.
3.6.2 Monitoring: Dacoco will have the right, but not the obligation to monitor the status and progress of the Applicant Project, as well as the achievement of any applicable project milestones.
3.7 Applicant Rights:
3.7.1 Data Protection & Confidentiality: If and to the extent it processes Applications, Dacoco will comply with all applicable data protection laws and treat disclosed information which is clearly marked as confidential in good faith.
3.7.2 Application Processing: In line with the discretionary nature of Grants contemplated hereunder (cf. section 2.4), prior to receiving a duly executed Notice of Grant, Participants have no right or otherwise protected expectation, in particular (i) with respect to whether, when or how their Application(s) will be processed, examined, assessed and/or decided on and/or whether Dacoco will institute, commit or otherwise dedicate the means, assets and infrastructure to process, examine, assess and/or decide on Applications and/or make Grants in a timely manner or at all, and (ii) subject to their rights under applicable data protection laws, to be informed by Dacoco and/or any related parties, whether proactively or upon request, about the status of their Application(s) and/or any contemplated Grant and any information provided by Dacoco (if any) is provided on a purely discretionary basis, without any obligation to keep such information current or to provide any further information.
3.7.3 Project Review & Feedback: Neither before, nor at any time after the issuance and remittance of a Grant Notice (if any), will Dacoco have any obligation to, and a Participant has no right or otherwise protected expectation that Dacoco has or will, perform a qualitative review with regard to any aspect of an Applicant Project, in particular, without limitation, its organization, compliance with applicable laws and regulations, its commercial merits, its Project Teams, its timeline, its target audience, its beneficiaries or any of its other features.
NO CONCLUSION OR INFERENCE MAY BE DRAWN FROM AND, WITHOUT LIMITATION OF THE SCOPE AND EFFECT OF SECTION 6.2, NO LIABILITY OF DACOCO SHALL ARISE FROM (I) ANY SILENCE OF DACOCO, ITS DIRECTORS, ITS OFFICERS, ITS EMPLOYEES OR ITS ADVISORS OR FROM THEIR FAILURE TO PROVIDE FEEDBACK OR OTHERWISE REACT, WHETHER IN PART OR AT ALL, TO INFORMATION MADE AVAILABLE TO DACOCO, IN AN APPLICATION, ON ITS REQUEST OR OTHERWISE IN CONNECTION WITH THE APPLICANT PROJECT, AND/OR (II) THE ISSUANCE OR REMITTANCE OF A GRANT NOTICE. A GRANT DOES NOT CONSTITUTE AN ENDORSEMENT BY DACOCO OF ANY ASPECTS OF THE RELEVANT APPLICANT PROJECT, SUCH AS E.G. ITS IMPLEMENTATION, COMPLIANCE, ADEQUACY, SUITABILITY, NON INFRINGE- MENT OR OTHER FEATURES OR PARTICULARS. A PARTICIPANT DOES AT ANY TIME REMAIN SOLELY RESPONSIBLE FOR ANY AND ALL ASPECTS OF ITS APPLICANT PROJECT.
Any comment, note or other feedback provided by Dacoco, its directors, its officers, its employees or its advisors (if any) on the basis of information made available to such parties (“Feedback”) exclusively constitute and may not be interpreted in any other way than as a personal, informal and nonbinding view of the relevant party.
FEEDBACK, IF ANY, MAY IN NO EVENT BE RELIED OR OTHERWISE ACTED ON BY THE PARTICIPANT OR ANY OTHER PARTY. FEEDBACK SHALL NOT GIVE RISE TO (X) ANY OBLIGATION OF THE PARTY PROVIDING SUCH FEEDBACK TO KEEP IT CURRENT OR TO PROVIDE ANY FURTHER FEEDBACK, (Y) ANY LIABILITY OF THE PARTY PROVIDING SUCH FEEDBACK WITH REGARD TO ITS ADEQUACY, ACCURACY, APPROPRIATENESS, COMPLETENESS OR OTHERWISE, AND/OR (Z) ANY OTHER OBLIGATION OF THE PARTY PROVIDING SUCH FEEDBACK.
4. AWARD PROCESS
4.1 Invitation & Award Preconditions: Dacoco may, from time to time, within its sole discretion, nominate specific Candidate Projects or generally invite Candidate Projects within certain parameters to become Participants, in view of receiving a potential Award. Parties who, pursuant to such a nomination or general invitation, wish to become eligible for a potential Award must, among the other conditions set out in these Program Terms, fulfill, upon registration and thereafter, for the entire duration of the Award process, the following preconditions (the “Award Preconditions”): (i) they must become a Participant by virtue of accepting these Program Terms and registering on the Galactic Hubs Website or, if already registered, by restating their registration (an “Award Registration”), (ii) they may not be or become subject to any temporary or permanent ban excluding them from the capacity of Participant, (iii) they must submit and keep current the information and documentation required under section 4.2 (Disclosure Obligations) and promptly and truthfully respond to any additional query of Dacoco in good faith, and (iv) they must promptly assist Dacoco in good faith in assessing the Candidate Project and preparing, implementing and presenting the Award they may potentially become eligible for, whether, as Dacoco may determine in its sole discretion, in a bilateral transaction or as part of an event or ceremony, in particular, without limitation, by promptly providing Dacoco with any and all information and documentation on the Candidate Project which Dacoco, within its reasonable discretion, may deem necessary or useful for such purposes.
4.2 Disclosure Obligations (in view of Awards): Parties registering as Participants in view of receiving a potential Award must submit the same Basic KYB Information, Account Information and AL KYB Information as applicants under sections 3.3.1, 3.3.3 and 3.3.4 hereof. In view of potential Awards exceeding the thresholds of sections 3.3.2a and 3.3.2b, Participants must also provide the relevant Additional KYB Information. Section 3.3.3 shall apply mutatis mutandis to de minimis Awards.
4.4 Selection & Award: Subject always to the Award Preconditions, Dacoco’s sole discretion, as set out in sections 2.4 and 4.1 and any further conditions under section 2.6 (if any), the Review Board may elect to fully or partially bestow an Award upon a Candidate Project. If the Review Board approves an Award to You in line with the foregoing, Dacoco shall notify You of such Award in writing (incl. by email or through physically or digitally remitting such notice at an event or ceremony) as reasonably practicable after such decision, which notification shall set out the details of the Award (an “Award Notice”).
4.5 Revocation: Dacoco will have the right, but not the obligation, to revoke an Award, refuse any outstanding payments thereunder and, without being bound by any cure period, to reclaim any amounts already disbursed or otherwise remitted with regard to such Award if, within its reasonable discretion, it determines that there are serious indications whereas the Award may have been obtained by the relevant Participant on the basis of untrue or misleading information, or otherwise in breach of these Program Terms.
4.6 Nominee Rights: Section 3.7 hereof shall apply mutatis mutandis to the legal position of Participants with Candidate Projects invited or nominated in view of a potential Award.
5. REPRESENTATIONS AND WARRANTIES
5.1 NO REPRESENTATIONS OF DACOCO: YOU AGREE AND ACKNOWLEDGE THAT DACOCO DOES NOT MAKE, WHETHER IN THESE PROGRAM TERMS OR OTHERWISE, AND WHETHER EXPRESSLY, BY IMPLICATION OR AS A MATTER OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITH RESPECT TO DACOCO, THE PROGRAM, YOUR PARTICIPATION THEREIN, ANY GRANT, AWARD OR OTHER BENEFIT HEREUNDER, ALIEN WORLDSTM, AND/OR TLM, AND THAT YOU DO NOT RELY AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF DACOCO IN ENGAGING OR PARTICIPATING IN THE PROGRAM, OTHERWISE IN PURSUING A GRANT, AWARD OR ANY OTHER BENEFIT HEREUNDER AND/OR IN DEVELOPING, IMPLEMENTING, RELEASING AND/OR PROMOTING AN APPLICANT PROJECT. IN PARTICULAR, WITHOUT LIMITING THE SCOPE OR EFFECT OF THE FOREGOING, ANY SERVICE, ADVICE OR SOFTWARE FURNISHED BY DACOCO IN THE CONTEXT OF THE PROGRAM IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY, IN PARTICULAR, WITHOUT LIMITATION, WITHOUT ANY WARRANTIES OF QUALITY, PERFORMANCE, UNINTERRUPTED OPERATION, FREEDOM OF ERRORS, NONINFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
5.2 REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANT: BY ENGAGING IN THE PROGRAM AS OR ON BEHALF OF A PARTICIPANT, AND IN PARTICULAR THROUGH YOUR ACCEPTANCE, YOU WARRANT AND REPRESENT, AND YOU AGREE AND ACKNOWLEDGE DACOCO IS AT ALL TIMES RELYING ON THE FACT, THAT THE FOLLOWING REPRESENTATIONS AND WARRANTIES ARE, UPON ENTRY INTO THE PROGRAM, AND WILL REMAIN, UNTIL COMPLETION OF THE RELEVANT APPLICANT- OR CANDIDATE PROJECT, TRUE, COMPLETE AND NON-MISLEADING:
5.2.1 Capacity and Authorizations: You, and, as the case may be, each prospective Participant on whose behalf You are acting, as well as each Project Team Member and Project Entity, (i) have all required consents, permissions, and licenses to (a) subject and become a party to these Project Terms, (b) to become a Participant and partake in the Program, and (c) to engage into, implement and fully bring to completion, the underling Applicant Project or, as the case may be, Candidate Project, (ii) all such consents, permissions or licenses are in full force and effect and none of them is threatened or must otherwise be expected to be withdrawn, expire without immediate renewal or otherwise become ineffective during the effective period of this provision.
5.2.2 Compliance: In connection with the underlying Applicant- or Candidate Project, You, and, as the case may be, each prospective Participant on whose behalf You are acting, as well as each Project Team Member and Project Entity, will at all times act, and have, in the past, at all times acted, in strict compliance with all applicable laws regulations, collective agreements and constitutional documents. No investigation or enquiry is pending or threatened and no order, decree, decision or judgment has been issued by any authority or self regulatory body regarding any matter against You, any Participant(s) on whose behalf you are acting, any Project Team Member and/or any Project Entity in connection with a breach of alleged breach of any laws or regulations. Neither You, nor any Participant Participant(s) on whose behalf you are acting, any Project Team Member and/or any Project Entity are under any obligation to report, address and/or remedy any unlawful situation or regulatory breach in connection with Your and/or their activities.
5.2.2 Submitted Information: The information submitted in support of Your (or as the case may be, each relevant Participant’s) Application or Award Registration, in particular, without limitation, in connection with any and all Disclosure Obligations hereunder, is and will remain, for the entire duration of the Grant or Award process, current, accurate, complete, non misleading.
5.2.3 Intellectual Property: All Intellectual Property used or relied on by or otherwise needed in connection with the Applicant- or Candidate Project is (or, where appropriate in the case of pending applications, will be) (i) legally and beneficially owned by the relevant Participant or lawfully used in accordance with a license agreement (which is in full force and effect without default or breach by any party thereto), (ii) valid and not being infringed or challenged or opposed by any person and there is no reason to anticipate such infringement, challenge or opposition, (iii) not subject to any Encumbrance or any license in favor of another person, (iv) with regard to rights in such Intellectual Property which is registered or the subject of applications for registration, validly registered or applied for in the name of the Participant, has been properly used to maintain its validity, and all registration or renewal fees which are due have been paid and all steps which are required for their registration, maintenance and protection have been taken; and (v) in the case of Intellectual Property related to software developed for use within the Applicant- or Candidate Project, legally and beneficially exclusively owned by the Participant and the Participant has the right to sell or distribute such software without restriction. The Applicant- or Candidate Project does not infringe, and has not in the past infringed, any Intellectual Property of any third party (or would not do so if the same was valid).
5.3 Effects of Disclosure: Information disclosed to Dacoco or any of its directors, officers, employees and other related parties (such as, e.g. the members of the Review Board and any other bodies associated with the Program) by or on behalf of a Participant shall not limit the scope or effect of the representations under section 5.2, unless and if so, only to the extent that, the relevant Participant can provide documentary evidence that Dacoco had positive knowledge of the relevant issue and its implications with regard to accuracy, completeness and/or non misleading character of the representations under section 5.2, it being understood that the availability of any such information to Dacoco or any of its directors, officers, employees and other related parties (such as, e.g. the members of the Review Board and any other bodies associated with the Program) as part of an Application or Award Registration shall not constitute evidence of Dacoco’s positive knowledge thereof.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1 INDEMNIFICATION: YOU UNDERTAKE, ON FIRST REQUEST OF DACOCO, TO INDEMNIFY, DEFEND AND HOLD US HARMLESS DACOCO, ITS DIRECTORS, OFFICERS, EMPLOYEES AND OTHER RELATED PARTIES (SUCH AS, E.G. THE MEMBERS OF THE REVIEW BOARD AND ANY OTHER BODIES ASSOCIATED WITH THE PROGRAM) AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES, DAMAGES AND/OR OTHER LIABILITIES, INCLUDING, WITHOUT LIMITATION, INTEREST AND REASONABLE ATTORNEY'S FEES ARISING OUT OF, RELATING TO, OR RESULTING FROM (I) A BREACH OF THE PARTICIPANT’S OBLIGATIONS HEREUNDER, (II) ANY TAXES AND DUTIES DUE BY AND/OR COLLECTED FROM DACOCO, ITS DIRECTORS, OFFICERS, EMPLOYEES AND OTHER RELATED PARTIES (SUCH AS, E.G. THE MEMBERS OF THE REVIEW BOARD AND ANY OTHER BODIES ASSOCIATED WITH THE PROGRAM), IN CONNECTION WITH A GRANT, AWARD OR OTHER BENEFIT HEREUNDER, (III) A MISREPRESENTATION WITH REGARD TO SECTION 5.2 HEREOF, (IV) ANY EFFECTIVE OR ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT BY OR IN CONNECTION WITH THE APPLICANT- OR CANDIDATE PROJECT (V) ANY REGULATORY ACTION, WHETHER INVESTIGATIVE OR WITH REGARD TO ENFORCEMENT, AGAINST OR IN CONNECTION WITH THE APPLICANT- OR CANDIDATE PROJECT, AND/OR (VI) ANY BREACH OF APPLICABLE LAWS, REGULATIONS, COLLECTIVE AGREEMENTS AND/OR CONSTITUTIONAL DOCUMENTS.
6.2 LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DACOCO’S LIABILITY WHETHER UNDER THESE PROGRAM TERMS, GENERALLY IN CONTRACT, IN TORT, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DAMAGES RESULTING FROM WILFUL MISCONDUCT BY DACOCO. IN NO EVENT SHALL DACOCO BE LIABLE (UNDER CONTRACT, TORT OR ANY OTHER THEORY OF LAW) FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS, AS WELL AS THOSE IN SECTION 5.1 HEREOF, ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE CONDITIONS UPON WHICH DACOCO FORMED ITS WILL TO ACCEPT PARTICIPANTS INTO THE PROGRAM.
7. COSTS, TAXES AND DUTIES
7.1 Costs: You and each Participant on whose behalf you are acting shall bear and be responsible for, any and all costs arising from or otherwise in connection with Your Application or Award Registration (“Individual Application/Registration Costs”), with exception only of the Program’s general operation costs, which will be borne by Us.
7.2 Taxes and Duties: Grants, Awards and other benefits contemplated hereunder, whether expressed as financial amounts or benefits in kind, may be subject to Taxes and Duties. Any and all such Taxes and Duties shall be borne by the Participant. You will (and You procure that any director, officer, employee, advisor or other related party of the Participant shall also), on first request of Dacoco, promptly provide Us with any necessary information and cooperate with Us in good faith in order to ascertain any applicable Taxes and Duties, as well as, in particular, without limitation, to implement any applicable deduction or withholding. For the purposes of these Program Terms, “Taxes and Duties” means any and all applicable all actual or contingent direct or indirect tax, customs, social security or pension liabilities, duties, charges, levies, assessments, contributions or the like in any jurisdiction, including any interest, costs, expenses or penalties related thereto.
8.1 Notifications: In making a Grant Application or Award Registration, but in any event before receiving any Grant or Award, You will provide to Dacoco, inter alia, a valid email address (your “Notification Address”). You acknowledge and accept that Dacoco shall send any notifications to You in connection with the Program (also including any invoice), by way of simple unencrypted email to the Notification Address. Any such notification shall be deemed received when it is sent by Dacoco to the Notification Address. You undertake to keep the Notification Address valid and in effect for the entire duration of your participation in the Program or to promptly notify Dacoco in writing prior to any change of the Notification Address. Notices to Dacoco shall be made by registered mail to Dacoco’s registered address.
8.2 Relationship between the Parties: Under these Program Terms, Dacoco on one side and You on the other will at all times remain independent parties. Nothing contained in these Program Terms shall be construed to (i) give either party the power to direct and/or control the day-to-day activities of the other, (ii) allow a Participant to create or assume obligations on behalf of Dacoco, or (iii) establish, and the parties shall refrain from any representation whereas, or any other act that could induce any third party to believe that, they have established, between the parties and/or between one party and any directors, officers, employees or advisors or other related person of the other party, (a) a partnership within the meaning of art. 530 et seq. of the Swiss Code of Obligations (OR) (b) any other form of partnership or company, (c) an agency within the meaning of art. 418a et seq. CO, (d) an employment relationship within the meaning of art. 319 et seq. CO, and/or (e) any equivalent or similar concept under applicable law.
8.3 Intellectual Property: No intellectual property rights and/or other proprietary rights of Dacoco (including, without limitation, rights in inventions, patents, registered designs, unregistered designs, computer programs, copyright, technical information, methods, documents, know how or similar rights, whether or not protectable or registerable, as well as, where existent, the right to apply for registered protection for any such rights), are transferred, licensed or otherwise made available to You by Dacoco.
8.4 Commercial Opportunity Doctrine: Neither Dacoco, nor any of its directors, officers, employees or other related parties who acquire knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for a Participant and/or an Applicant or Candidate Project, shall have any duty to communicate or offer such opportunity to the relevant Participant and/or Applicant or Candidate Project, and neither Dacoco, nor any of its directors, officers, employees or other related parties shall be liable to any Participant and/or Applicant or Candidate Project for breach of any duty by reason of the fact that they pursue or acquire for themselves, direct such opportunity to another person or do not communicate such opportunity or information to the relevant Participant and/or Applicant or Candidate Project; provided that they do not engage in such business or activity using confidential or proprietary information provided to them by or on behalf of relevant Participant and/or Applicant or Candidate Project.
8.6 Amendments: Dacoco reserves the right to amend these Program Terms from time to time, within its discretion, upon placing any such amendments on the Galactic Hubs Website or by providing you direct notice of any such amendments, provided that Dacoco shall not have an obligation to give You any such direct notice. Your continued participation in the Program and/or use of the Galactic Hubs Website, as well as any Application or Award Registration You make thereafter will be deemed as an acceptance by You of any such changes to these Program Terms.
8.7 Assignment: You may not assign any of your rights or obligations hereunder, whether by operation of the law or otherwise.
8.8 No Waiver: Any failure of Dacoco to exercise or enforce any right under these Program Terms shall neither be deemed to constitute a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
8.9 Severability: If any provision, or portion of a provision, contained in these Program Terms is invalid or unenforceable, the remaining provisions, or the remaining portion of such provision, shall remain in full force and effect. Instead of the invalid provision, a rule shall apply that achieves as closely as possible the intention of the parties in drafting the invalid provision.
8.10 APPLICABLE LAW AND JURISDICTION: TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, (I) THESE PROGRAM TERMS ARE GOVERNED BY THE SUBSTANTIVE LAWS OF SWITZERLAND, TO THE EXCLUSION OF THEIR RULES OF CONFLICT OF LAWS AND TO THE EXCLUSION OF INTERNATIONAL TREATIES, AND (II) ALL DISPUTES UNDER OR IN CONNECTION WITH THESE PROGRAM TERMS SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE ORDINARY COURTS OF ZUG, SWITZERLAND, AND EACH OF THE PARTIES UNDERTAKES TO FULLY SUBJECT ITSELF TO SUCH JURISDICTION, ALWAYS PROVIDED THAT EACH OF THE PARTIES SHALL BE ENTITLED TO SEEK PRELIMINARY MEASURES AND INJUNCTIVE RELIEF BEFORE ANY COMPETENT COURT ACCORDING TO APPLICABLE LAW.