Sponsorship Agreement

BEFORE YOU CLICK ON THE “NEXT” BUTTON RELATED TO THIS SPONSOR AGREEMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “NEXT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “NEXT” BUTTON.

 

SPONSORSHIP AGREEMENT

This SPONSORSHIP AGREEMENT (the “Agreement”), by and between COLLIDERX BLOCKCHAIN RESEARCH HUB (“ColliderX”) and you (the “Sponsor”) (each a “Party” and together, the “Parties”) is effective as of today’s date (the “Effective Date”).

RECITALS:

A. ColliderX is an open-source, crowdsourced, and crowdfunded blockchain research and development hub; and, 

B. The Sponsor desires to sponsor ColliderX in exchange for receiving the sponsorship benefits and entitlements set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

  1. Definitions:

(a) “Applicable Laws” means any law, rule, statute, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the Term of this Agreement which applies to or is otherwise intended to govern or regulate either or both Parties or the subject matter of this Agreement.

(b) “Business Day” means any day, other than a Saturday or Sunday or statutory holiday.

(c) “Marks” mean ColliderX Marks or the Sponsor Marks or both, as applicable.

(d) “Personnel” means the employees, representatives, independent contract personnel, agents and subcontractors of a Party.

(e) “ColliderX Marks” mean the various trade-marks, service marks and trade names of ColliderX whether registered or unregistered, including the designs, artwork, logos and other symbols and devices which identify and/or are owned or licensed by ColliderX.

(f) “Sponsor Marks” mean the various trade-marks, service marks and trade names of the Sponsor whether registered or unregistered, including the designs, artwork, logos and other symbols and devices which identify and/or are owned or licensed by the Sponsor.

(g) “Sponsorship Tiers” mean the four levels of sponsorship as described in Schedule A. 

2. Term: This Agreement will commence on the Effective Date and will continue until it is terminated in accordance with this Agreement or at the end of one research cycle, one year of research cycles or two years of research cycles, according to the applicable Sponsorship Tier (the “Term”).  

3. Sponsor Rights and Benefits: The Sponsor will have the rights and receive the benefits described in Schedule A.

4. Sponsorship Funding: The Sponsor will pay ColliderX a sponsorship funding amount (the “Sponsorship Funding”) immediately upon the execution of this Agreement.  There are no other amounts or costs to be paid by the Sponsor to ColliderX.  

5. Non-Exclusivity: ColliderX expressly represents that the Sponsor will not be, at any given time, the exclusive sponsor of ColliderX. 

6. Licenses: 

(i) Use of Marks:

(a) ColliderX grants to the Sponsor, for the duration of the Term of this Agreement, a non-transferable, non-exclusive, royalty-free license to use, reproduce and publicly display ColliderX Marks, in any form of media, solely for the purpose of promoting ColliderX or showing the Sponsor’s sponsorship relationship with ColliderX.

(b) Unless the Sponsor expressly elects to be or remain anonymous, the Sponsor grants to ColliderX, for the duration of the Term of this Agreement, a non-transferable, non-exclusive, royalty-free license to use, reproduce and publicly display the Sponsor Marks, in any form of media, solely for the purpose of promoting ColliderX or showing the Sponsor’s sponsorship relationship with ColliderX.

(c) Other than as set out in this Agreement, neither Party will obtain any right, title or interest in or to the Marks or any other intellectual property of the other Party.

(d) Neither Party will use the Marks of the other Party in any promotional or advertising materials (the “Marketing Materials”) without the prior written approval of the other Party of the final draft or copy thereof.

(e) Each Party will comply with any brand usage standards or guidelines that govern the display, colour, typography, size, background, etc. of the use of the other Party’s Marks that are provided in writing to such Party by the other Party.

(ii) Use of Research and Technology:

(a) No licence to use any research or technology is provided under this Agreement.  

(b) To the extent that a Sponsor uses any research or technology, the Sponsor does so solely at its own risk.  

7. Warranties: 

(i) ColliderX warrants, represents and covenants that:

(a) it has the full power, authority and right to execute and deliver this Agreement and to perform its obligations hereunder, doing so does not conflict with any other agreements or obligations by which it is bound, and there is no proceeding in progress or pending or threatened against, relating to or affecting it which might be expected to have a materially adverse effect on the performance of the obligations under this Agreement;

(b) it is a validly constated organization existing under the laws of its jurisdiction of incorporation, and has all requisite corporate power to own its properties and to carry on research and development;

(c) it has the full power and authority to grant the rights, licenses and permissions contemplated in this Agreement and ColliderX’s grant and the Sponsor’s acceptance, exercise and enjoyment of such rights, licenses and permissions does not and will not violate, infringe or misappropriate the intellectual property or other rights of any person or entity;

(d) it will and will cause each of its Personnel to comply with all Applicable Laws in all respects when promoting ColliderX and its obligations under this Agreement; and, 

(e) it will ensure that it has and will maintain in good standing, and will cause each of its Personnel who perform any part of the obligations hereunder to have and maintain in good standing, all required licences, consents, and approvals from any person necessary for the proposed and contemplated research and development and as otherwise necessary to perform any obligations under this Agreement.

8. Relationship of the Parties: Nothing in the Agreement will be deemed to create a joint venture, partnership, principal-agent or similar relationship between Sponsor and ColliderX.  Any references to the term “partner” in any of ColliderX’s material do not in any way mean that ColliderX and the Sponsor are entering into a partnership with each other, and neither Party will refer to the other Party as a partner in any promotional materials of any kind whatsoever.

9. Termination: 

(i) Either Party may terminate this Agreement at any time, upon written notice to the other Party, if:

(a) one Party is in material default or material breach of any of the terms or conditions of this Agreement and fails to remedy such breach or default within fourteen (14) days of receiving written notice of such breach or default from the other Party.

(ii) ColliderX may terminate this Agreement at any time, upon written notice to the other Party, if:

(a) any event occurs which ColliderX reasonably deems to render the Sponsor inappropriate to continue the sponsorship and which the Sponsor cannot remedy or refuses to remedy to ColliderX’s reasonable satisfaction within thirty (30) days of receiving notice of same from ColliderX; or

(b) the Sponsor breaches its obligations under Section 14.

Each party’s obligations under this Agreement cease upon termination of this Agreement. Further, each party will cease using the other’s Marks upon the termination of this Agreement.  

IN NO CIRCUMSTANCE IS THE SPONSOR ENTITLED TO ANY REFUND OF THE SPONSORSHIP FUNDING.

10. Indemnity: Each party agrees to indemnify, defend and hold harmless the other party and its subsidiaries and affiliates and their respective directors, officers and Personnel (collectively, the “Indemnitees”) from and against any and all claims, losses, costs, damages, expenses, reasonable legal fees and costs (including reasonable legal fees and costs incurred by the party to successfully enforce the terms of this indemnity, if necessary), interest, awards, judgments, fines, fees, penalties and any and all other liabilities whatsoever that may be suffered by the Indemnitees arising out of, or as a result of, or relating in any manner whatsoever to a claim relating to trademark or other intellectual property infringement or violation. 

11. Limitation of Liability:

(i) The liability of one Party to the other Party of any breach of this Agreement or otherwise from any acts or omissions of its respective directors, officers and Personnel, will in all circumstances be limited to the direct damages and in no event will the Sponsor or ColliderX have any liability to the other, whatsoever, for any special, consequential, indirect, incidental, exemplary or punitive damages, whether arising in contract, tort (including negligence) or otherwise, in relation to this Agreement. This Section 11(i) will apply regardless of whether or not such Party, its affiliates or their respective directors, officers or Personnel has or have been informed of the possibility of any such losses or damages.

(ii) In no event will the aggregate liability of either Party, its affiliates or its or their respective directors, officers or Personnel in relation to this Agreement, whether arising in contract, tort (including negligence) or otherwise, exceed the funding paid or payable under this Agreement.  This Section 11(ii) will apply regardless of whether or not such Party, its affiliates or its or their respective directors, officers or Personnel has or have been informed of the possibility of any such losses or damages.

12. Confidentiality: The existence and terms of this Agreement are confidential. Each Party agrees not to disclose or otherwise make available any press release, public announcement or public disclosure concerning the existence, subject matter, terms or performance of this Agreement without the other Party’s prior written approval. In addition, if a Party and their Personnel have access to or receive disclosure or certain confidential or proprietary information about the business and management of the other Party or any of the other Party's subsidiaries or affiliates (“Informationˮ), the Parties and their Personnel agree that they will not disclose or provide access to the disclosing Party's Information without the express written consent of the disclosing Party or as may be required by law. The Parties agree that upon termination of this Agreement or upon either Party's request, the receiving Party and its Personnel, except as required for any continuing obligations under this Agreement, will return the Information to the disclosing Party.

13. Notice: Any notice to be given pursuant to or concerning this Agreement will be in writing and may be sent electronically to the respective Parties at the addresses below.  

For ColliderX: info@collider-x.org .

For Sponsor: ColliderX will contact you using the email address provided at registration.

14. Assignment:  Neither Party will assign all or any portion of this Agreement.

15. Governing Law:  This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.  The Parties agree to submit to the jurisdiction of the courts of the Province of Ontario.

16. Entire Agreement:  This Agreement constitutes the entire agreement between ColliderX and the Sponsor pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of any of the Parties in respect of the subject matter hereof. There are no conditions, representations, warranties or other agreements between the Parties in connection with the subject matter of this Agreement, whether oral or written, express or implied, statutory or otherwise, except as specifically set out in this Agreement.

17. Waiver:  Any waiver by either Party of any provisions of this Agreement will not constitute a waiver of any other provision (whether similar or not), nor will such waiver constitute a continuing waiver of that particular provision unless expressly provided in writing.

19. Counterparts:  This Agreement may be executed in counterparts, each of which is deemed to be an original and all of which together are deemed to be one and the same instrument.

19. Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue in full force and effect.

20. Survival: Sections 10, 11, 12, 13, 15, and this Section 20, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement.

21. Contra Proferentum: The Parties acknowledge and agree that this Agreement has been drafted by both Parties and that, in the event of a dispute, no ambiguity or other uncertainty will be construed against a Party by reason of that Party being the drafter of the provisions in question.

 

 By clicking on the NEXT button, the Sponsor hereby agrees to the terms and conditions of this Agreement.

 

Schedule A


Sponsorship Rights and Benefits

  1. The following framework specifies the rights and benefits a Sponsor receives based upon the amount of its Sponsorship Funding: 
Sponsorship Tiers

 

2. Perks defined: 

a. “Employee In-Residence” means that a Level 4 sponsor can assign one of its agents to work closely with ColliderX for one research topic during one research cycle.  This perk will be mutually agreed upon by the Level 4 sponsor and ColliderX, each acting reasonably;  

b. “Prioritized topic submission” means that the research topic will receive higher priority when ColliderX creates and approves research proposals out of all the research topics submitted. 

c. “Recognition” means that ColliderX will recognize and designate the sponsor as a contributor or backer on its website and social media unless the sponsor expressly elects to be or remain anonymous; 

d. “Recruitment opportunities” means that Level 4 sponsors will have the ability to meet with ColliderX researchers for recruitment purposes. ColliderX will further facilitate and promote employment opportunities on behalf of the sponsors;

e. “Research cycle” means an undefined and unrestricted time period whereupon ColliderX will conduct research on a specific topic; 

f. “Research topic” means issues relating to blockchain and similar technologies; 

 g. “Special recognition”  means that ColliderX will recognize the Level 4 sponsor as a collaborator on a) a research paper that relates to the research topic that the sponsor submitted, or b) a research paper of the sponsor’s choosing, subject to ColliderX and the researcher(s)’s approval. Additionally, Level 4 sponsors will have the opportunity to write the foreword for the chosen research paper.

h. “Voting right” means the right to a two-stage voting procedure, as follows:

i. When a research cycle opens, as announced by ColliderX on its website, a sponsor has the right to vote electronically on the ColliderX website for one or more categories (“category vote”).  For example, categories may include scalability, security and hardware.  ColliderX will set the start and end dates for the category voting stage and expressly reserves the right to amend without notice these dates as it sees fit and in its sole discretion.  A sponsor will receive confirmation on the website that its category vote has been successfully submitted. If a sponsor does not vote during the category voting stage, then ColliderX will vote on the sponsor’s behalf.  

ii. A sponsor will also receive the right to vote on specific proposals (“proposal vote”).  ColliderX will notify sponsors in advance of the start and end dates of the proposal voting stage by email and as announced on its website.  ColliderX expressly reserves the right to amend these dates without notice as it sees fit and in its sole discretion.  A sponsor will receive confirmation on the website that its proposal vote has been successfully submitted. 

During the proposal voting stage, sponsors will vote for the allocation of the total funding amount received during one research cycle.  Each approved research proposal will have an estimated budget. The proposal votes will be tallied and the research proposals with the most votes will receive funding.  

Example

ColliderX raises $100,000 during a research cycle and announces the following five research proposals: 

Screen Shot 2018-04-23 at 1.26.21 PM.png

 

The sponsor may vote to allocate the $100,000 to research proposal A ($50,000), B ($10,000), C ($20,000) and E ($20,000). 

Alternatively, the sponsor may vote to allocate the $100,000 to research proposal C ($20,000), D ($60,000) and E ($20,000). 

The sponsor, however, may not vote to allocate the $100,000 to research proposal A ($50,000) and D ($60,000).  

If a sponsor does not vote during the proposal voting stage, ColliderX will use the sponsor’s category vote to allocate the sponsor’s proposal vote. For example, if a sponsor votes for “scalability” during the category voting stage and fails to vote during the proposal voting stage, then ColliderX will allocate its vote entirely to the research proposal that falls under the scalability category.  For greater clarity, if ColliderX raises $100,000 and the scalability research proposal has an estimated budget of $20,000, then the sponsor will be deemed to have voted to allocate $20,000 to the scalability research proposal. ColliderX has the right to determine the allocation of the remaining $80,000. 

ColliderX has the right to determine the allocation of proposed funding amounts if there are multiple research proposals within the same category.

h. “Year” means 365 calendar days following the date of an executed Sponsorship Agreement between ColliderX and a sponsor.