Caffeine Labs AG, including its subsidiaries and affiliates (collectively, the "Company") offers the Caffeine Creator Program (the "Creator Program") inviting Participants to catalyze the growth of the Caffeine.ai ecosystem by inspiring, engaging, and accelerating people to build complete apps and websites by chatting with AI. These Terms and Conditions (the "Terms") apply to your participation in the Creator Program, and in addition to any other Creator Program terms, describes the Creator Program's requirements as well as the benefits that you may receive as a participant in the Creator Program.
While all Project Proposals (defined below) submitted by you (as an applicant or after acceptance into the Creator Program by the Company) will be reviewed by the Company, your creation or release of a Project (defined below) or your engagement in any other Creator Program related activities, do not obligate the Company to provide you with Rewards (defined below) or any other Creator Program benefits.
YOUR PARTICIPATION IN THE CREATOR PROGRAM IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE PROGRAM, YOU MUST STRICTLY ADHERE TO THESE TERMS. IF, AS PART OF YOUR VOLUNTARY PARTICIPATION, YOU MEET THE CRITERIA LISTED BELOW AND ARE SELECTED AS A COMMUNITY CREATOR, YOU MAY RECEIVE CERTAIN AMOUNTS OF CASH AND/OR TOKENS ("INCENTIVES") (WHERE PERMITTED BY LAW). INCENTIVES ARE AWARDED AT THE SOLE DISCRETION OF THE COMPANY AND ARE NOT GUARANTEED. YOU ACCEPT ANY INCENTIVES KNOWING THAT YOU AGREE THAT ANY INCENTIVES RECEIVED BY YOU WILL BE FOR YOUR CONTRIBUTIONS FOR GROWING THE ADOPTION OF THE CAFFEINE ECOSYSTEM AS DEFINED BELOW AND AS PART OF THIS CREATOR PROGRAM.
"Participant" means all individuals and/or teams that submit an entry and participate in the Caffeine Creator Program.
"Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, work, and any other intangible property rights recognized in any country or jurisdiction in the world.
"Participant Marks" means the trademarks, service marks, trade names and logos for your entity's products and services.
"Participant Materials" means any materials, content or information provided by you (including your team members if applicable) to the Company in connection with the Caffeine Creator Program.
"Project" means the application materials and content that you submit (or desire to submit) to the Company for review and/or consideration by the Company for the Creator Program under these Terms.
"Project Proposal" means a general description of each proposed Project, which among other details, specifies the features of the applicable Project.
"Program Milestone" has the meaning given in Section 3.1.
"Company Materials" means all information and materials that may be provided to Participant by the Company in the course of the Creator Program and all Intellectual Property Rights thereto.
"Token" means the Internet Computer Protocol ("ICP") utility token, the native unit of value used to enable participation on the Internet Computer blockchain.
"Token Reward" means the eligible amount and type of Token which may be granted to Participants for participation in the Creator Program and/or completion of a Program Milestone in accordance with Section 3.
You may only participate in the Caffeine Creator Program if:
The Caffeine Creator Program is open to individuals and entities that have submitted a completed Creator Program application describing the Project Proposal, and have received a written notice from the Company indicating its acceptance of the application.
If accepted, you must confirm your agreed upon deliverables, as set forth in the Creator Program Site and in further instructions that may be provided to you by the Company.
To participate in the Creator Program, you must do the following in accordance with any timelines communicated to you in writing by the Company:
(a) execute any additional terms or forms (e.g., W9 or W8-BEN) as may required by the Company; and
(b) comply with all Creator Program requirements as set forth in Sections 2.1, 2.2 and 2.3 above and all instructions and requirements as set forth in the Creator Program Site.
Entries may NOT contain, as determined by the Company, in its sole and absolute discretion, any content that:
The Company reserves the right to investigate and verify, conditionally reject, or reject outright any Project, in our sole and absolute discretion, that we in good faith determine may not, or does not, meet the above criteria or any terms and conditions for this Creator Program.
All Participants grant the Company a royalty-free worldwide license and right in perpetuity to use their name, image, and likeness for the purposes of producing, promoting, and advertising the Creator Program, Caffeine.ai and the Caffeine ecosystem.
To be eligible to receive any Incentives paid in U.S. Dollars (collectively with the Token Rewards, the "Rewards"), you must satisfy and complete the corresponding program milestone requirements (each a "Program Milestone"), which will be set following your acceptance to the program. Any completion of a Program Milestone requires review and approval by the Company, such approval to be determined by the Company in its sole discretion. No Program Milestone will be deemed completed and eligible for the applicable Rewards until you have received a written approval notice of your Program Milestone from the Company. THE GRANTING OF REWARDS AS PART OF THE CREATOR PROGRAM IS WITHIN THE COMPANY'S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE PROGRAM ARE FINAL AND NON-APPEALABLE.
The Company may request additional information from you as may be necessary to review and/or consider your Project Proposal, and you must respond to any requests for additional information within three (3) business days from the time the request is made. You may forfeit any benefits, Rewards, and/or opportunities to proceed in the Creator Program if (i) the Company is unable to contact you or your designated representative within three (3) business days of first attempted notification, or (ii) you fail to respond within three (3) business days of notification. Rewards are granted without warranty of any kind from the Company, express or implied, without limitation. All applicable federal, state and local laws and regulations apply. You agree to be bound by the decisions of the Company, which are final and binding on all matters pertaining to the Creator Program.
Subject to these Terms, the Company shall pay Participant the Rewards specified for the completion of Project Milestones. Participants must perform the work in connection with the Creator Program at his or her own expense, and using his or her own resources and equipment. Participant acknowledges that the Rewards, milestones and schedule set forth in the Statement of Work (which is finalised between the Participant and the Company based on the original Project Proposal submitted in the application form, hereinafter referred to as "SOW") approved by the Company, represents Participant's entire reward with respect to these Terms and the Company will have no other obligation for any other compensation or expenses or costs incurred by Participant in connection with the performance of his/her obligations under these Terms unless otherwise agreed-upon in writing by the parties.
The Rewards are granted without warranty of any kind from the Company, express or implied, without limitation.
THE GRANT OF ANY TOKENS TO PARTICIPANTS IS SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS.
The completion of a Project Milestone requires review and approval by the Company, such approval to be determined by the Company in its sole discretion. The Company, at its option, may provide Participant with its written quality standards for the Project and/or applicable Milestones. Participant agrees to use these standards, as well as additional guidance and suggestions which may be provided from time to time by the Company. Any or all Milestones must be satisfactory in the reasonable opinion of the Company, who retains the right to approve all such Milestones prior to completion and delivery. Without limiting the foregoing, Participant acknowledges and agrees that the Company's payment obligation will be expressly subject to Participant's delivery of each applicable Project Milestone as set forth in the applicable SOW. The approved SOW shall be made a part of and incorporated into these Terms. THE GRANTING OF REWARDS AS PART OF THE PROGRAM IS WITHIN THE COMPANY'S SOLE DISCRETION AND ALL DECISIONS RELATED TO THE PROGRAM ARE FINAL AND NON-APPEALABLE.
You will not issue any press releases or similar public announcements in connection with these Terms (including statements regarding the terms and conditions of these Terms and the details of the Creator Program), without the prior written approval of the Company.
You agree that the Company may, but is not required, to include the Projects in published lists and similar compilations and on its online properties during and after the term of the Terms, including on webpages and other promotional materials regarding third party products. You agree to provide the Company with Project descriptions, images, logos, website links and other content regarding your Project as may be reasonably requested by the Company for inclusion in such lists and compilations, and for use in its related marketing activities.
You will:
(a) conduct your business and activities in connection with these Terms in such a manner so as to promote a good image and public relations for the Company and the the Company's Products;
(b) not engage in any unfair or deceptive trade practice involving the Company or the the Company's Products; and
(c) not make any false, misleading or disparaging representations or statements with regard to the Company or the Company's products and services.
You agree to follow all applicable laws and social media platform guidelines that require the conspicuous disclosure of your receipt of compensation for your promotion of Caffeine.ai and the Caffeine ecosystem according to these Terms.
You represent and warrant that:
(a) you have the authority to enter into these Terms;
(b) the information submitted to the Company in connection with your application, including in any Project Proposal, is accurate and complete; and
(c) none of your Participant Materials or Participant Marks infringe upon, violate or misappropriate a third party's Intellectual Property Rights or contain any illegal or defamatory materials, or violate any law or regulation.
THE COMPANY WEBSITES, INCLUDING THE CREATOR PROGRAM WEBSITE, AND ANY COMPANY MATERIALS YOU MAY HAVE ACCESS TO IN CONNECTION WITH THE CREATOR PROGRAM ARE PROVIDED "AS-IS" AND "AS AVAILABLE," WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, ARISING BY LAW OR OTHERWISE) IN CONNECTION WITH THESE TERMS, INCLUDING ANY REPRESENTATIONS OR WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE CREATOR PROGRAM, COMPANY WEBSITES OR COMPANY MATERIALS WILL MEET YOUR REQUIREMENTS, THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) YOUR PROJECTS WILL BE COMPATIBLE WITH CURRENT OR FUTURE VERSIONS OF THE Company'S PRODUCTS OR SERVICES; OR (III) YOU WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM YOUR PARTICIPATION IN THE CREATOR PROGRAM.
By participating in the Creator Program, you hereby grant to the Company, the Company's licensees and assigns, and its affiliates and their licensees and assigns, a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, create derivative works from, transmit and access your Participant Materials, in whole or in part, for advertising and/or marketing purposes worldwide in connection with the Creator Program and for promotion of Caffeine.ai and the Caffeine ecosystem, in any media formats, through any media channels or otherwise. For example, you grant the Company the right to promote the content you created in connection with the promotion of Caffeine.ai and the Caffeine ecosystem. You agree not to instigate, support, maintain or authorize any action, claim or lawsuit against the Company on the grounds that any use of the Participant Materials as provided herein, infringes any of your rights as creator of the Participant Materials, including, without limitation, trademark rights, copyrights and moral rights. You acknowledge that the Company may currently or in the future be developing information internally, or receiving information from other parties, that is similar to your Participant Materials. Nothing in these Terms will be construed as a representation or agreement that the Company will not develop or have developed products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in any Participant Materials. You also agree that any creative ideas, suggestions or other materials you submit in connection with the Creator Program, in any form, are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and the Company in any way, and that you have no expectation of review, compensation, or consideration of any type either now or in the future.
You grant to the Company a non-exclusive, irrevocable, worldwide, royalty-free, non-sublicensable, royalty-free license to use your Participant Marks solely in connection with the Creator Program and the activities contemplated in Section 2, in any and all media formats, including, but not limited to advertising, marketing and promoting the Company and the Company's products and services and identification of and discussion about your participation in the Creator Program. All goodwill arising from use of the Participant Marks will inure solely to the benefit of the Participant.
In connection with your creation of the Participant Materials, the Company hereby grants Participant, during the Term, a limited license to use the Company Materials solely in connection with Participant's participation in the Creator Program. Such a limited license will automatically terminate once you are no longer a Participant in the Creator Program.
As between you and the Company, (a) the Company owns all right, title and interest in and to the Company Materials and the Company's products and services (including, the Company website and its trademarks, including all associated Intellectual Property Rights thereto), and (b) you own all right, title and interest in and to your Participant Marks, including all associated Intellectual Property Rights. There are no implied licenses granted by either party, whether by implication, estoppel or otherwise. Subject to Section 7.1, you have and retain ownership of all right, title and interest in and to your Participant Materials, including all associated Intellectual Property Rights, and any modifications, improvements or derivatives of the foregoing made by you thereto.
At all times, during the term of these Terms and thereafter, and to the fullest extent permitted by law, you agree to hold all Confidential Information (as defined below) in strict confidence, not to use it in any way, commercially or otherwise, except for purposes contemplated under the Creator Program, and not to disclose it to others. You also agree to take all actions reasonably necessary to protect the confidentiality of all Confidential Information.
As used herein, "Confidential Information" means: (i) any information, materials or knowledge regarding the Company and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with participating in the Creator Program and (ii) these Terms. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Notwithstanding the foregoing, Confidential Information includes any information that, due to its nature or the circumstances of its disclosure, a reasonable person would know, or would have reason to know, should be treated as confidential.
You agree to fully and finally release, indemnify, defend and hold the Company and its parent, affiliates, subsidiaries, directors, officers, employees and agents, including advertising and promotion agencies, and assigns, and any other organizations related to the Creator Program, harmless from any and all claims, injuries, damages, expenses or losses to person or property and/or liabilities of any nature that in any way arise from participation in the Creator Program, your Projects or acceptance or use of a Reward, including without limitation (i) any condition caused by events beyond the Company's control that may cause the Creator Program to be disrupted; (ii) any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of any benefit you may receive in connection with the Creator Program, or acceptance, possession, or use of a Reward, or from participation in the Creator Program; and (iii) any printing or typographical errors in any materials associated with the Creator Program.
NEITHER THE Company NOR ANY OTHER PARTY INVOLVED IN THE ADMINISTRATION OF THE CREATOR PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE Company.
The term of these Terms commences from the Effective Date and continues until (i) the completion of Participant's participation in the Creator Program or (ii) these Terms or Creator Program is terminated by the Company, whichever is earlier (the "Term"). For example, if for any reason the Creator Program is not capable of running as planned due to unforeseen changes in business conditions, the Company's inability to create websites and applications for management of or participation in the Creator Program, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Company's products and services or this Creator Program, the Company reserves the right at its sole discretion to amend these Terms or cancel, terminate, modify or suspend the Creator Program and terminate these Terms. The Company may also terminate these Terms for convenience upon ten (10) days' written notice. Upon any termination, discontinuation or cancellation of the Creator Program or these Terms, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
The personal information and materials submitted by you in connection with your application to join the Creator Program and what you provide to us in connection with your participation in the Creator Program will be used for the purposes described in these Terms and will otherwise be handled in accordance with the Company's Privacy Policy, which may include processing or use by third parties solely within the scope of these Terms, located at https://caffeine.ai/privacy-policy, and you acknowledge and agree to such use.
You may not assign or transfer these Terms (by operation of law or otherwise) without the prior written consent of the Company and any prohibited assignment will be null and void. The Company may assign these Terms or any rights hereunder without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties' permitted successors and assigns.
During the Term of these Terms and for a period of one (1) year thereafter, you agree that you will not, directly or indirectly, solicit the services of any employee or consultant of the Company for your own benefit or for the benefit of any other person or entity.
Participant's relationship with the Company is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, joint venture, or employment relationship. Participant will not be entitled to any of the benefits that the Company may make available to its employees. Participant is not authorized to make any representation, contract, or commitment on behalf of the Company, unless specifically requested or authorized in writing to do so by an authorized officer of the Company. Participant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the participation in the Creator Program and receipt of any Rewards under these Terms. Participant is aware that applicable taxes are inclusive of the rewards amount, including, but not limited to, Value Added Tax (VAT).
The Company is not responsible for transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of Participant Materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by the Company on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. The Company is also not responsible for injury or damage to your computer or any other damage resulting from downloading any materials in connection with the Creator Program. In the event that any provision in these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. You agree that these Terms and the rules, restrictions and policies contained herein, and the Company's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and the Company. These Terms, any exhibits, and any other policies of the Company incorporated herein by reference constitute the entire agreement between the Company and you with respect to the subject matter of these Terms.
These Terms will be governed by and interpreted in accordance with the laws of Switzerland excluding that body of law pertaining to conflict of laws. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Swiss law. The seat of arbitration shall be Zug, Switzerland. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
If you have any questions about the Creator Program or these Terms and Conditions, please contact [email protected].
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE CAFFEINE CREATOR PROGRAM.