Last updated: February 4, 2025

Please read the following Mina Foundation Grant Program Terms and Conditions as well as Navigators Season 3 ("Program") program details carefully before participating in Season 3 of the Navigators Program. By participating in the Navigators Program Season 3, you ("Participant") acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein. These terms constitute a legally binding agreement between you and Mina Foundation, and your participation in the Program and receiving of the grant are contingent upon your acceptance of and compliance with these terms. Breach of the terms set forth herein may result in the forfeiture of your grant. If you do not agree to these terms, you must refrain from participating in the Program.

In these terms, when we refer to “we”, “us” or “our”, we mean the Foundation, and when we refer to “you” or “your”, we mean the Participants. In these Terms, Mina Foundation and you may be referred to herein individually as a “Party” and collectively as the “Parties.”

1. To the extent that any grant, including cash and tokens, issued to you from Mina Foundation’s Grant Programs (the “Grant”) would involve an issuance of securities, the parties acknowledge that Foundation has relied on Rule 701 adopted pursuant to Section 3(b) of the Securities Act of 1933 as an offer of securities made pursuant to the terms of this written contract relating to compensation.

2. If you are representing an entity to participate in the Program, you certify that such an entity is not a U.S. person as defined under Rule 902 of Regulation S and that any Grant that you may acquire is being acquired for your own account (or a trust account if the undersigned is a trustee) for investment only and not with a view to sale or resale, distribution or fractionalization of the securities under applicable U.S. federal or state securities laws. You are not acquiring the Grant for the account or benefit of any U.S. person and were not organized for the specific purpose of acquiring the Grant. You will not resell or offer to resell the Grant or any portion thereof, except in accordance with Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an available exemption from registration under the Securities Act of 1933 and otherwise in compliance with all applicable securities laws. Furthermore, prior to engaging in any resale of the securities, or any portion thereof, by you, you shall provide Foundation with an opinion of counsel acceptable to Foundation in its sole discretion and in a form acceptable to Foundation in its sole discretion, that any such proposed sale is in compliance with applicable securities act or an exemption therefrom.

3. You have not received an offer to purchase any token Grant inside the United States and will not buy any token Grant inside the United States. You have not received and are not aware of, any advertisement in a publication with a general circulation in the United States (as described in Rule 902 of Regulation S) that refers to the offering and sale of the token Grant.

4. Foundation will distribute any Grant that you may receive to a wallet address and/or bank account controlled by you in such a manner and subject to such requirements as set forth herein. Foundation will have no liability, contingent or otherwise, for any incorrect wallet address information supplied by you. You confirm and certify that you shall:

   a. execute and deliver to the Foundation any and all documents related to the delivery of the Grant, as are reasonably requested by the Foundation;

   b. do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all such other agreements, certificates, instruments, and documents, as the Foundation may reasonably request to comply with the applicable laws and regulations;

   c. complete and deliver any and all forms, documents, processes, and procedures which the Foundation determines, in its reasonable discretion, are reasonably necessary for the Foundation to comply with any applicable “anti-money laundering” and “know your customer” laws;

   d. willing to pass any KYC/AML checks and/or other verification if required under applicable laws; and

   e. you warrant and agree that the wallet or public address to which you request the Grant be transferred is compatible with the relevant token, that it has been created and controlled by you alone, and that you alone hold its associated private keys and/or access is controlled by you alone.

5. You accept and acknowledge that the Foundation does not control the market price or value of any token that will be granted to you, and the price of any token Grant may fluctuate at any time. You accept and acknowledge that any token Grant may not be listed or may be de-listed from any exchange, brokerage, or trading venue, and that Foundation may not be able to prevent this from occurring. You accept and acknowledge that Foundation does not compensate you in any form if any token price fluctuates to the detriment of you or if any token Grant is non-listed or de-listed.

6. You accept and acknowledge that there are risks associated with using any cryptocurrency network, including, but not limited to, the risk of unknown vulnerabilities in or unanticipated changes to the network protocol. You acknowledge and accept the risks of future changes to the open-source, public Mina blockchain (the “Blockchain”) and agree that Foundation is not responsible for such operating changes and is not liable for any loss of value You may experience as a result of such changes in operating rules. You accept and acknowledge that Foundation will not be responsible for any losses, failures, disruptions, errors, distortions, or delays you may experience when using Grant or participating in the Blockchain and activities related to the Blockchain, however caused.

7. Foundation will not be responsible or liable to you for any loss and takes no responsibility for and will not be liable to you for any reason, including but not limited to any losses, damages, or claims arising from (i) user error such as forgotten passwords, lost or missing private keys, incorrectly constructed transactions, or mistyped addresses; (ii) server failure; (iii) corrupted wallet files; (iv) unauthorized access to applications; or (v) any unauthorized third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack.

8. Foundation makes no warranty that the Blockchain or any version or aspect of it including wallets, nodes, or any other software released by Foundation, are free of viruses or errors, will be uninterrupted, or that defects will be corrected. Foundation will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained or made available through the program.

9. All programs, applications, software, documentation, and other materials related to the Blockchain are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied, or statutory. To the maximum extent permitted by applicable law, Foundation specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and/or non-infringement. Foundation does not make any representations or warranties that access to and part of the Blockchain or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. For the avoidance of doubt, the applicability of articles 97 and 197 of the Swiss Code of Obligations et seq. as well as the right of contract rescission provided in articles 23, 24, and 205 of the Swiss Code of Obligations are explicitly excluded. Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your decision to enter into these Terms.

10. You represent and warrant that (i) that neither you nor any underlying beneficial owners or associated persons are listed on any of the following lists (each a “Sanctions List”): the Consolidated United Nations Security Council Sanctions List; the Specially Designated Nationals and Blocked Persons List or the Sectoral Sanctions Identification List maintained by the US Office of Foreign Assets Control (OFAC); the Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions; the Consolidated List of Financial Sanctions Targets or List of persons subject to restrictive measures in view of Russia's actions destabilising the situation in Ukraine, maintained by the UK Treasury; the Overall List of Sanctioned Individuals, Entities and Organizations maintained by the Swiss State Secretariat for Economic Affairs (SECO); Ordinance lists of the Swiss Federal Council; or any similar list maintained by, or public announcement of sanctions made by, any other Sanctions Authority (as defined below); (ii) you are not owned or controlled by, or acting on behalf of or for the benefit of, any person on a Sanctions List; (iii) you are not located in, reside in, or incorporated under the laws of (as applicable) Syria, Iran, Cuba, or any country or territory which, becomes the target of such comprehensive, country-wide, or territory-wide sanctions; (iv) you are not the target of any sanctions laws, regulations, embargoes, or restrictive measures, as amended from time to time, administered, enacted, or enforced by: the United Nations, the United States, the European Union, or any Member State thereof, the United Kingdom, Switzerland or the respective governmental authorities and agencies of any of the foregoing responsible for administering, enacting or enforcing Sanctions, including without limitation, OFAC, the US Department of State, the United Kingdom Treasury or the SECO (“Sanctions Authority”); (v) you will not directly or indirectly transfer any Grant received onwards to any person or entity that fulfill any of the above criteria, and will put adequate technical and organizational measures in place to avoid this from happening; (vi) you shall immediately notify Foundation if or when any of the above changes after you sign up for the Program; (vii) you shall indemnify and hold harmless the Foundation from any third party claims (including reasonable attorney's costs) raised against any of the Foundation based on an alleged infringement of the above representations and warranties.

11. It is your sole responsibility to determine whether, and to what extent, any taxes apply as a result of any transaction contemplated or effected by these Terms, including as a result of acquiring, staking, or delegating tokens, and to withholding, collecting, reporting, and remitting the correct amounts of taxes to the appropriate tax authorities. In no event will the Foundation reimburse you for any taxes or other penalties that may be imposed on you. For the avoidance of doubt, the Foundation does not provide investment, tax, or legal advice. You should consult with a professional tax adviser regarding your specific situation.

12. Each Party represents and warrants to the other Party that: (a) if applicable, it has the full corporate right, power and authority to enter into these Terms and to perform the acts required of it hereunder; (b) the performance of its obligations hereunder, do not and will not violate any agreement that a Party is bound by; (c) when participant sign up for the Program, these Terms will constitute the legal, valid and binding obligation of both Parties, enforceable against it in accordance with its terms; and (d) it will at all times be in compliance with any law, statute, rule or regulation of any court, governmental body or administrative or other agency (collectively, “Laws”) having authority over it, including but not limited to all applicable export control laws and sanctions. You represent and warrant to Foundation that: (i) your participation, any project submission and all elements thereto do not infringe upon the copyrights, trademarks, technology or other rights of any person, firm or corporation and that you has sufficient rights to all your Materials to perform the Apache 2.0 Obligation; (ii) you will be responsible for any third party payments or residuals for your participation to the Program; (iii) any of your submission and elements thereto does not contain any material that is libelous or defamatory or that discloses private or personal matters concerning any person, or is otherwise obscene, indecent, or pornographic; (iv) no portion of of your submission will contain any protection feature designed to prevent its use (including, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other malicious codes or instructions that may be used to access, modify, delete, damage or disable same); (v) you will comply with all Laws related to its activities and to its use, resale or distribution of Blockchain.

13. You hereby agree to indemnify, defend and hold Foundation, its directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees except for the fees for separate counsel chosen pursuant this section) which they or any of them may incur or be obligated to pay in any third party action, investigation, claim or proceeding against them or any of them (collectively, “Indemnification Claims”), to the extent such claim: (i) due to your gross negligence or willful misconduct; or (ii) from your breach of any of the representations or warranties made under these Terms. Your indemnity obligations in this section are expressly conditioned on Foundation seeking indemnity: (i) providing you with prompt notice of any Indemnification Claim; provided that the failure to provide such notice will not relieve you of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure; (ii) permitting you to assume and control the defense of such Indemnification Claim, with counsel chosen by you, provided that you will not settle any Indemnification Claim on behalf of Foundation without Foundation’s prior written approval, which approval will not be unreasonably withheld or delayed; and (iii) reasonably cooperating with you in the defense of the Indemnification Claim. You will allow Foundation to participate in your defense of any Indemnification Claim with counsel of Foundation’s own choosing and at Foundation’s expense.

14. Neither you nor the Foundation will have any liability arising out of or relating to the Program for: the other Party’s loss of revenues or profit; exemplary of punitive damages; or any special, indirect, incidental, or consequential losses (whether or not foreseeable or contemplated by the parties); and each Party’s total aggregate liability arising out of or relating to this Program or these Terms is limited to US $50,000. Nothing in these Terms excludes or limits either Party’s liability for death or personal injury resulting from its negligence or the negligence of its employees, agents, or representatives; any of your indemnification obligations that are set forth in Section 13; or matters for which liability cannot be excluded or limited under applicable law.

15. During your participation in a Program and thereafter you (i) will not use or permit the use of Foundation’s Confidential Information in any manner or for any purpose not expressly set forth in these Terms, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and in the section immediately below. You will protect Foundation’s Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in these Terms or any other agreement between Foundation and you, nothing in these Terms shall limit your right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in these Terms means all information disclosed by Foundation to you, whether during or before the term of the Program, that is not generally known in the Foundation’s trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Foundation or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Foundation or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Foundation or you in the course of Foundation’s business. Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of you, (y) is disclosed to you by a third party without restrictions on disclosure, or (z) was in your lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by you either directly or indirectly from Foundation. In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that you will first have given notice to Foundation and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to you by the Foundation is the sole and exclusive property of the Foundation or its suppliers or customers. Upon request by Foundation, you agree to promptly deliver to Foundation the original and any copies of the Confidential Information. You shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of participating in the Program and who have entered into a binding written agreement that is expressly for the benefit of Foundation and protects Foundation’s rights and interests in and to the Confidential Information to at least the same degree as these Terms. Foundation reserves the right to refuse or limit your use of any employee, consultant, or agent or to require you to remove any employee, consultant, or agent already engaged in your participation in the Program. Foundation’s exercise of such right will in no way limit your obligations under these Terms.