Terms and Conditions

These XRP Ledger Developer Program Terms and Conditions (“Terms”) apply to your participation in the XRP Ledger Developer Program (the “Developer Program”) offered by Ripple Labs Inc. and its subsidiaries and affiliated companies (“Ripple”, “we” or “us”, and together with you, the “Parties”; each, a “Party”), and describes the Developer Program requirements as well as benefits you may receive as a participant in the Developer Program. These Terms do not alter the terms or conditions of any other agreement you may have with Ripple for products, services or otherwise (collectively, “Agreement”). To the extent there is a conflict between any Agreement and these Terms, the terms of the Agreement shall govern.

Ripple reserves the right to change or modify these Terms at any time in its sole discretion and without prior specific notice to you. Your continued participation in the Developer Program will indicate your acceptance of such changed or modified Terms.

While all Project Proposals (defined below) submitted by you (as an applicant or after acceptance into the Developer Program by Ripple) may be reviewed by a panel of judges chosen by Ripple in its sole discretion (the “Program Committee”), your creation or release of Software (defined below) or your engagement in any other Developer Program related activities, do not obligate Ripple to provide you with Developer Fee (defined below) or any other Developer Program benefits. YOUR PARTICIPATION IN THE DEVELOPER 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, YOU MAY RECEIVE CERTAIN AMOUNTS OF XRP OR FIAT CURRENCY (“DEVELOPER FEES”).

Ripple reserves the right, in its sole discretion, to modify, suspend, or cancel the Grants Program without prior notice to you.

1. DEFINED TERMS

   “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secret rights, 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 products and services.

   “Participant Materials” means any Project Proposal, Software, and any other materials or information provided by you (including your team members if applicable) to Ripple or the Program Committee in connection with the DeveloperProgram.

   “Project Proposal” means a general description of each proposed Software, which among other details, specifies the features of the applicable Software, summarizes the anticipated benefits and improvements to the XRP Ledger and the XRP ecosystem, details on your team, and information on the budget.

   “Project Milestone” means the project milestones agreed between you and Ripple

   “Ripple Materials” means all information and materials that may be made available to you by Ripple in the course of the Grants Program and all Intellectual Property Rights thereto.

   “Developer Fee” means the eligible amount of XRP or fiat currency which may be paid to you in connection with the Developer Program for completion of a Program Milestone.

   “Software” means the software, code, or other materials and content that you submit (or desire to submit) to Ripple for review and/or consideration by Ripple for the Grants Program under these Terms.

   “XRP” means the digital asset native to the XRP Ledger.

   “XRP Ledger” means the distributed ledger on which XRP is the native digital asset.

2. AWARDEE PARTICIPATION AND CONDUCT
   1. Code of conduct. You agree to follow the Contributor Covenant Code of Conduct set forth on https://xrpl.org/code-of-conduct
   2. As an XRPL Grants recipient you are expected to contribute to the XRPL Community and to maintain a professional, collegial, and constructive environment with other builders.
   3. Ripple reserves the right to withhold or rescind any given awards, including the dissolution of any agreement between Ripple and the awardee for any violations of the Code of Conduct, or any other behavior deemed by Ripple to be harmful to the community.
3. PROGRAM REQUIREMENTS
   1. Eligibility. By submitting an application, you represent and warrant that each of the following statements is true and accurate, and all of the information you provided was and shall remain true and complete;
      1. If you are registering on behalf of a legal entity, such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization and you are duly authorized by such 2. legal entity to act on its behalf;
      2. You are of legal age to form a binding contract in the jurisdiction in which you are located, and you are over 18 years old;
      3. You have the right, full power, and authority to enter into these Terms, to exercise your rights and perform your obligations under these Terms, and in so doing, will not violate any other agreement to which you are a party nor any laws applicable to you;
      4. These Terms constitute legal, valid, and binding obligations on you which are enforceable against you in accordance with their terms;
      5. You, in good faith, have legal right or are otherwise authorized to any submission you make to the Developer Program.
      6. No consent, authorization, license, or approval of, or notice to, any governmental authority, nor your shareholders, partners, members, other record or beneficial owners, or other any relevant person (as applicable) is required to authorize the execution, delivery, validity, enforceability, or admissibility in evidence of the performance by you of your obligations under these Terms; “ ”
      7. You are not:
         1. an individual or entity (“Person”) that is, or is owned 50% or more, or controlled, by, directly or indirectly, individually or in the aggregate, one or more persons that are, the subject of any sanctions administered or enforced by the United States, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, the United Nations Security Council, the European Union, and the relevant sanctions authorities of each of its member states, the United Kingdom, including the United Kingdom’s HM Treasury, Switzerland, including the Overall List of Sanctioned Individuals, Entities and Organizations maintained by the Swiss State Secretariat for Economic Affairs or the Ordinance lists of the Swiss Federal Council, or any other relevant sanctions authority (all such persons that are the subject of such sanctions referred to herein as a “Sanctioned Person,” or, collectively, as “Sanctioned Persons,” all sanctions referenced above referred to herein as “Sanctions,” and each such authority administering such Sanctions, a “Sanctions Authority”), including by virtue of appearing on any list of Sanctioned Persons maintained by a Sanctions Authority or any agency thereof, or by virtue of being located, organized, or resident in any jurisdiction that is the subject of Sanctions administered by a Sanctions Authority (each such jurisdiction, a “Sanctioned Jurisdiction”) (including, currently, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk People’s Republic, or Luhansk People’s Republic regions of Ukraine); or
         2. the target of any sanctions laws, regulations, embargoes or restrictive measures (“Sanctions”), as amended from time to time, administered, enacted or enforced by a Sanctions Authority.
   2. Additional Requirements. You acknowledge and agree that to participate in the Developer Program, you must execute any additional terms or forms (e.g., IRS Form W-9, IRS Form series W-8, other applicable tax resident certification, or sanctions screening questionnaire), as may be requested of you, and must comply with all Developer Program requirements communicated to you, in each case by Ripple and/or the Program Committee. Developer Fees are granted without warranty of any kind from Ripple, express or implied, without limitation. All applicable federal, state and local laws and regulations apply. You agree to be bound by the decisions of Ripple, which are final and binding on all matters pertaining to the Developer Program.
4. Project Milestones. Ripple shall condition providing any Developer Fee or portion of a Developer Fee on your completion of the applicable Project Milestones to Ripple’s satisfaction (in Ripple sole discretion).
5. TERMS OF GRANT GIVING.

   Ripple may pay you a Developer Fee as communicated to you by Ripple during the Developer Program process. You agree that no additional compensation is due for the actual development costs incurred. The Developer Fee shall be paid as milestone payments for the accomplishment of one or more Project Milestones, as may be indicated to you by the Program Committee.

   You shall not be entitled to an increase in compensation, even if you have had more work or greater expenses than anticipated. An increase in compensation is also excluded if extraordinary circumstances which could not have been foreseen prevent the completion of the Software or make it excessively difficult.

   DEVELOPER FEE: You may not use the Developer Fee for any purpose other than indicated during the Development Program process or as otherwise agreed by the Program Committee and/or Ripple. The Developer Fee in its entirety must be used for software development on the XRP Ledger. At Ripple’s request, you will repay any unused portion of the Developer Fee or any portion of the Developer Fee used or committed for use while you are in material breach of this Agreement, as determined by Ripple in its sole discretion.

   THE PAYMENT OF ANY DEVELOPER FEE TO YOU IS SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS, AS DETERMINED BY RIPPLE IN ITS SOLE DISCRETION. In receiving and using the Developer Fee, you agree to comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party. You also agree to use the Developer Fee in compliance with all international trade laws, i.e., any law, statute, code, or order relating to international trade, including, but not limited to: (i) all import laws and regulations, including but not limited to those administered by U.S. Customs and Border Protection, (ii) export control regulations, including but not limited to laws and regulations issued by the U.S. Department of State pursuant to the International Traffic in Arms Regulations (22 C.F.R. 120 et seq.) and/or the U.S. Department of Commerce pursuant to the Export Administration Regulations (15 C.F.R. 730 et seq.); (iii) sanctions laws and regulations as administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (31 C.F.R. Part 500 et seq.); (iv) U.S. anti-boycott laws and requirements (Section 999 of the US Internal Revenue Code of 1986, as amended, or related provisions, or under the Export Administration Act, as amended, 50 U.S.C. App. Section 2407 et. seq.); (v) any other similar law, directive, or regulation (including those of the European Union or any of its Member States) related to similar subject matter; (vi) applicable anti-money laundering laws, regulations, rules, or guidelines in United States and in your jurisdiction of incorporation; and (vii) anti-bribery and corruption laws including but not limited to the Foreign Corrupt Practices Act. Further, you will not take any action that could cause Ripple to violate its obligations under any such international trade laws.

6. Taxes and other duties. You shall bear all applicable taxes, duties, deductions, imposts, or governmental levies, including withholding taxes, digital services taxes, transfer taxes, sales or use taxes, value-added taxes, consumption taxes, stamp taxes, excise taxes, or other similar taxes (collectively “Taxes”) arising under the Developer Fee. Ripple shall have no obligation to indemnify, gross-up, or otherwise reimburse you for applicable Taxes. If and to the extent applicable law obligates Ripple to deduct Taxes from any Developer Fee paid to you including from the transfer of XRP, Ripple shall timely deduct and remit such Taxes to the applicable tax authority and shall furnish you with an official receipt or other appropriate evidence of such remittance. If requested by Ripple, you shall promptly provide Ripple with a valid IRS W-9 form, valid IRS series W-8 form, or other similar tax residency certification as necessary and appropriate. Without limiting the foregoing, Ripple and you acknowledge and agree that net income taxes, franchise taxes, branch profit taxes, or similar income taxes imposed on a Party as a result of such Party being organized under the laws of, having its principal office, management and control, or employees located in, conducting business within, or by reason of another connection between Party and the jurisdiction imposing such tax, shall be the sole responsibility of such Party.
7. Marketing and Promotion.
   1. Publicity. You will not issue any press releases, social media post, or similar public announcements in connection with these Terms (including statements regarding the terms and conditions of these Terms and the details of the Developer Program), without the prior written approval of Ripple.
   2. Publication in List. You agree that Ripple may, but is not required, to include the Software in published lists and similar compilations and on its online properties during the term of the Terms, including on webpages and other promotional materials regarding third party products. You agree to provide Ripple with content regarding the Software as may be reasonably requested by Ripple for inclusion in such lists and compilations, and for use in its related marketing activities.
   3. Code of conduct. You agree to follow the Contributor Covenant Code of Conduct set forth on https://xrpl.org/code-of-conduct
8. Required Disclosures. To the extent that any Developer Fee is denominated in XRP:
   1. You acknowledge and agree that you cannot cancel, reverse, or change any XRP transaction that has been completed, as recorded on the XRP Ledger.
   2. You acknowledge and agree that you are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), secret keys or any other codes that you use to access the Developer Fee. Any loss or compromise of your credentials may result in unauthorized access to the Developer Fee by third-parties and the loss or theft of such XRP. Ripple assumes no responsibility for any loss that you may sustain due to compromise of your credentials.
   3. Ripple makes no representations or warranties with respect to the regulatory classification of XRP in any jurisdiction, including the United States and you agree that you are not relying on any such representations or warranties in entering into these terms or participating in the Developer Program. In addition, you acknowledge the following material risks associated with virtual currency, including XRP:
      1. Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
      2. Legislative and regulatory changes or litigation or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency, including XRP.
      3. Transactions in virtual currency may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
      4. Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated.
      5. The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
      6. There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.
      7. The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time.
      8. The nature of virtual currency may lead to an increased risk of fraud or cyber attack.
      9. The nature of virtual currency means that any technological difficulties experienced by Ripple may prevent the access or use of your virtual currency.
      10. Any bond or trust account maintained by Ripple for the benefit of XRP holders may not be sufficient to cover all losses incurred by you.
9. Intellectual Property.
   1. Participant Materials. You hereby grant to Ripple a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right and license to use, reproduce, modify, distribute, display, publish, perform, transmit and access your Participant Materials in connection with the Developer Program, in any media formats, through any media channels or otherwise. You acknowledge that Ripple may currently be developing or in the future develop information internally, or may have received or in the future receive information from other parties that is similar to your Participant Materials. Nothing in these Terms will be construed as a representation or agreement that Ripple 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.
   2. Participant Marks. You grant to Ripple a non-exclusive, irrevocable, worldwide, non-sublicensable, royalty-free license to use your Participant Marks solely in connection with the Developer Program, in any media formats, including, but not limited to advertising, marketing, and promoting Ripple and Ripple’s products and services and identification of and discussion about your participation in the Developer Program. All goodwill arising from use of the Participant Marks will inure solely to the benefit of you.
   3. Ownership. As between you and Ripple, (a) Ripple owns all right, title and interest in and to the Ripple Materials and Ripple’s products and services, including all associated Intellectual Property Rights, and (b) you own all right, title and interest in and to your Participant Marks, including all associated Intellectual Property Rights.
10. Indemnification. You agree to defend, indemnify and hold harmless Ripple, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) your use of the Developer Program Site; (b) your participation in the Developer Program; (c) your violation of these Terms; (d) your violation of any rights of another; or (e) your conduct in connection with the Developer Program. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions above may not apply to you. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.
11. Limitation of Liability. IN NO EVENT WILL RIPPLE, ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE GRANT PROGRAM, THE RIPPLE MATERIALS, OR THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE GRANT PROGRAM SITE OR IN CONNECTION WITH THE DEVELOPER PROGRAM, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM RIPPLE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RIPPLE’S RECORDS, PROGRAMS OR SITE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF RIPPLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, THE GRANT PROGRAM, THE RIPPLE MATERIALS, OR THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE GRANT PROGRAM SITE OR IN CONNECTION WITH THE GRANT PROGRAM, EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU
12. Termination. The term of these Terms commences from the Effective Date and continues until (i) the completion of Participant’s participation in the Developer Program or (ii) these Terms or Developer Program are terminated by Ripple, in its sole discretion, whichever is earlier (the “Term”). For the avoidance of doubt, Ripple may terminate these Terms for convenience at any time. Upon any termination, discontinuation, or cancellation of the Developer Program or these Terms, all provisions of these Terms which by their nature should survive will survive, including, without limitation, provisions regarding ownership, warranty disclaimers, limitations of liability, indemnification obligations, and dispute resolution.
13. Personal Information. The personal information submitted by you in connection with your application to join the Developer Program and what you provide to us in connection with your participation in the Grants Program will be used for the purposes described in these Terms and will otherwise be handled in accordance with Ripple’s Privacy Policy, located at https://ripple.com/privacy-policy/, and you acknowledge and agree to such use.
14. Assignment. You may not assign or transfer these Terms (by operation of law or otherwise) without the prior written consent of Ripple and any prohibited assignment will be null and void. Ripple 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.
15. Miscellaneous. Ripple 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 Ripple on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. Ripple is also not responsible for injury or damage to your computer or any other damage resulting from downloading any materials in connection with the Grants 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 Ripple’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Ripple. These Terms, any exhibits, and any other policies of Ripple incorporated herein by reference constitute the entire agreement between Ripple and you with respect to the subject matter of these Terms.
16. APPLICABLE LAW AND VENUE. These Terms and your participation in the Developer Program will be governed by and construed in accordance with the laws of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms not subject to arbitration (as set forth below), will be filed only in the state and federal courts located in San Francisco County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
17. LEGAL RELATIONSHIP: Nothing contained in this Terms or any other related documents, agreements, or conditions shall create any partnership, joint venture, employment or agency between you and Ripple for any purpose. You will not hold yourself out as having authority to bind Ripple in any way, and you will not make any agreements or representations on Ripple’s behalf.
18. ARBITRATION. PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH RIPPLE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

    You and Ripple agree to arbitrate any dispute arising from these Terms or relating to the Site, except that you and Ripple are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Ripple agree that you will notify each other of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in San Francisco, California and that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS. You and Ripple also agree that the state or federal courts in San Francisco County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. In any arbitration, the parties will not seek discovery from each other, and the arbitrator shall not allow parties to engage in discovery; rather, each party shall disclose the evidence supporting their positions at some mutually agreeable time and date prior to the final hearing. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in an private attorney general or representative capacity, or consolidated claims involving another person, if Ripple is a party to the proceeding. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from the Terms and the remaining obligations relating to arbitration shall continue in full force and effect.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER OR OTHERWISE PARTICIPATE IN THE DEVELOPER PROGRAM.