TERMS OF PARTICIPATION

By applying for and being accepted into the BACKDROP BUILD Program (the “Program”), you hereby expressly agree to the provisions of these Terms of Participation (these “Terms”).

Backdrop Labs. The Program is administered and operated by Backdrop Labs, Ltd (“Backdrop”), a Delaware corporation with its registered address located at 1932 Washington Ave., Santa Monica, CA 90403. As a result, through your acceptance of these Terms by participating in the Program, you enter into a written agreement with Backdrop.

Sponsors. The Program and prize pool are sponsored by a number of organizations and entities (collectively, “Sponsors”). These Sponsors are primarily infrastructure companies that have a vested interest in attracting developers (individually and as teams).

General Program Purpose and Parameters. The purpose of the Program is to provide participants an environment and financial incentive to collaborate and develop frontier technology projects and products in areas like Artificial Intelligence, Crypto, Open Source, and more. The Program is a four-week, online-only (virtual) event. Backdrop may, at its sole and absolute discretion, alter the commencement and/or end date of the Program.

Eligibility. Any applicant to the Program must be at least eighteen (18) years of age. Furthermore, while there is no general restriction on applicant citizenship or residency, no applicant may be a citizen or resident of a country subject to any sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control. In the event a member of an applicant team fails to meet the aforementioned eligibility requirements stated in this section, the applicant (or the applicant’s full team in the event the applicant is a team) will be disqualified from the Program.

Program Applications. Applications for the Program will be accepted until one (1) week before the start date of the program. Applicants must utilize the BACKDROP BUILD website (the “Website”) to submit an application. Backdrop may, at its sole and exclusive discretion, modify the application deadline or accept late applications. Following the close of the application deadline, Backdrop will select projects to participate in the Program. Application decisions are within the sole and exclusive discretion of Backdrop. Please note that there will not be a “free agent draft”-style system where individuals would be paired up into teams by Backdrop.

Program Acceptance. Backdrop will notify accepted applicants via the contact email submitted by each applicant as part of their application. Accepted applicants will be required to complete certain additional documentation provided by Backdrop (including submitting an acknowledgment and acceptance of these Terms) by the start date of the Program.

Program Costs. The Program (including application and participation) is completely free for participants. Costs associated with the Program are paid for through a percentage of the funds dedicated by Sponsors assessed by Backdrop. These cover program operations, marketing, and product development.

Program Prizes. At the end of the Program, some participants will be awarded prizes from Backdrop and/or the Sponsors. Prizes may take the form of cash, credits, or other consideration. Judgment of, and criteria concerning, each prize is within the sole discretion of the Sponsor issuing the prize. Please note that prize winners are solely responsible for any and all federal, state, provincial, and local taxes, if any, that apply to their prizes, including taxes imposed on their income. Prize winners will be notified by Backdrop via email following the conclusion of the Program. Winning notifications may take up to four (4) calendar months to be issued.

Backdrop neither guarantees nor promises that any or all prizes will be issued at the Program. Backdrop does not own, possess, or control any prize, and all prizes may be awarded at the discretion of the applicable sponsor. No participant has a right to any prize or a right to claim any prize that has not been awarded. Backdrop cannot be held liable for the awarding, non-awarding, or distribution of prizes.

You are required to comply with your local jurisdiction’s laws concerning prizes and sweepstakes. As such, please consult local counsel to ensure compliance with such laws.

Program Disqualification. While Backdrop will undertake to utilize objective standards throughout its administering of the Program, it may nonetheless disqualify any applicant (whether individual or team) from the Program for any, or no, reason.

Intellectual Property. New applications, code, software, or similar digital products may be developed as a result of your participation within the Program (collectively, “Work Product”). Neither Backdrop, nor any of its agents, officers, employees, or contractors will gain or assert ownership over any Work Product throughout or following the Program period. However, each participant is liable for ensuring they do not infringe upon, or otherwise violate, third-party intellectual property rights. Furthermore, Backdrop does not warrant that it will support any participant in pursuit of intellectual property rights over Work Product. Finally, though Backdrop will not gain or assert any intellectual property rights over Work Product, it cannot, and does not, warrant to you that other parties participating in the Program would not do so.

Advertisements. The Program may host third-party advertisements in accordance with the provisions of this section.

All third-party advertisements on the Program website are independent from Backdrop and/or its employees, contractors, officers, or agents. Backdrop does not endorse any product or service marked as an advertisement or promoted by a Sponsor. Backdrop is not compromised by third-party commercial or financial interests, or by any specific arrangement(s) with any advertising client(s) or Sponsor(s) other than for the provision of prizes to Program participants.

In general, Backdrop may decline any type of advertising for any, or no, reason. Furthermore, Backdrop may decline any type of advertising that is damaging to its brand or is inappropriate to the interests of the Program.

Publicity. Except where prohibited, by participating in the Program, you understand that the Program may be photographed, videotaped, recorded, or otherwise memorialized. You hereby irrevocably grant Backdrop the right to use or refrain from using your name and/or likeness, including any and all video recordings, in a manner reasonably related to your participation in the Program (as determined in Backdrop’s sole and absolute discretion) without your prior or subsequent review, approval, or compensation. By participating in the Program, you agree that your personal data provided as part of the Program or the application may be used for the purposes of the Program’s (or other undertakings of a similar nature) publicity and/or marketing.

Electronic Communications. When you participate in the Program, you communicate with Backdrop electronically. In doing so, you expressly or implicitly consent to receiving electronic communications from Backdrop, including, without limitation, electronic mail. You agree that all such communications satisfy any local, state, federal, foreign, or international legal requirement that such communications be in writing. Backdrop will retain records of electronic communications between you and Backdrop for one (1) calendar month from the date of the applicable communication.

Privacy. Please note that, by applying to, and/or participating in the Program, you may be providing Backdrop and/or other third parties with personally identifiable information, including, without limitation, your:

• Full name;
• Address;
• Mobile telephone number; and
• Email address.

By applying to, and/or participating in, the Program, you consent to such collection and use of your personally identifiable information. For further information regarding our information collection practices, please review the BACKDROP BUILD Program Privacy Policy.

Limitation on Damages. THE PROGRAM AND THE ASSOCIATED WEBSITE AND RELATED INFORMATION ARE PROVIDED BY BACKDROP ON AN “AS IS” AND “AS AVAILABLE” BASIS. BACKDROP MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND, OR AS TO THE OPERATION OF THE PROGRAM, WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE PROGRAM OR ON THE WEBSITE. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM AND/OR USE OF THE WEBSITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BACKDROP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BACKDROP DOES NOT WARRANT THAT THE PROGRAM, WEBSITE, ITS SERVERS, OR EMAIL SENT THEREFROM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BACKDROP SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM PARTICIPATION IN THE PROGRAM OR USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES.

BACKDROP MAKES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THE WEBSITE AND IN OTHER PROGRAM-RELATED DOCUMENTS. NOTWITHSTANDING THE FOREGOING, BACKDROP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY TYPOGRAPHICAL OR OTHER ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN THE EVENT THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification. By participating in the Program and acknowledging these Terms, you expressly agree to indemnify and hold Backdrop and its officers, directors, employees, successors, and assigns harmless against any claims, losses, damages, liabilities, and expenses (including reasonable attorney and other professionals’ fees) incurred by Backdrop in connection with, arising out of or relating in any way to your acts and/or omissions, including the third-party intellectual property covenant stated above.

Governing Law and Disputes. These Terms and all related, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, statute, or otherwise, are governed by, and construed in accordance with the laws of the State of California (including its statutes of limitations and choice of law statutes), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

Unless you and Backdrop agree otherwise in writing, in the event a dispute arises from, or related to, the terms or performance of these Terms, you and Backdrop agree to proceed to binding arbitration before one (1) arbitrator of the American Arbitration Association (“AAA”). In the event you and Backdrop fail to agree on the identity of the arbitrator, the arbitrator will be assigned to the dispute by the AAA. Any arbitration will be conducted in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures. Unless otherwise agreed to by you and Backdrop in writing, the seat of arbitration will be Santa Monica, California.

You and Backdrop shall each bear your own dispute-related expenses. Attorneys’ fees will not be awarded unless a tribunal determines that the party to which such fees shall apply raised any claim(s) in bad faith.

TO THE FULL EXTENT PERMITTED BY LAW, PURSUANT TO THESE TERMS, BY PARTICIPATING IN THE PROGRAM, YOU AND BACKDROP HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY ON THE ISSUE TO ENFORCE ANY TERM OR CONDITION OF THE TERMS.

Any proceedings to resolve any dispute arising from the provisions of these Terms will be conducted solely on an individual basis. By participating in the Program, you will not seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which you act or propose to act in a representative capacity.

Notices. Please send all legal communications to Backdrop at hello@backdrop.so. Backdrop will issue all legal notices to you via email sent to the email address you provided in your application. You expressly agree that receipt of such emailed notices satisfy all legal requirements for legal notices in your jurisdiction, and you will not raise any form of “lack of notice” defense in any dispute once having received such an email.

Force Majeure. In no event shall Backdrop be responsible or liable for any failure or delay in the performance of its obligations arising out of these Terms caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics and related health disasters, and interruptions, loss, local, state, or national government act (including mandates or actions concerning a matter of public health, weather, or natural hazard), delays or conflicts with shippers, or malfunctions of utilities, communications, or computer (software and hardware) services.

Severability. In the event any term or provision of these Terms is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Terms Effective. These Terms become effective when you access the Website or apply to the Program (whichever occurs first) and remain effective as long as you participate in, or communicate with, the Program or Backdrop.

Third-Party Links. Linked third-party websites or addresses are not under the control of Backdrop, and Backdrop will not be responsible for the contents of any linked website or address or any link contained in a linked website. The Website may provide links to you only as a convenience, and the inclusion of any link does not imply or constitute an endorsement by Backdrop of such a linked website or address.

International Use. Given the global nature of the Internet, you agree to comply (or seek counsel regarding compliance) with all local laws and rules, including, without limitation, rules about the Internet, data, email, privacy, copyright, and trademark infringement.

Amendment of Terms. Backdrop may, at its sole and absolute discretion, periodically or sporadically update these Terms. In the event such an update is issued, Backdrop may (but is not required to) communicate such update to you via email sent to your most recent email address on file with Backdrop.

Effective Date. These Terms of Participation shall be effective as of February 2, 2024. This date may be updated as these Terms are amended.

BACKDROP LABS, LTD