These Terms and Conditions (“Terms”) govern your participation in The Graph Foundation’s Sunrise Upgrade Program (“Program”).  By participating in the Program, you agree to be legally bound by these Terms. Please read these Terms carefully before participating in the Program.  For purposes of these Terms: “Foundation,” "us," "our," or "we" refers to The Graph Foundation and/or our affiliates; and “Participant” and “you” shall refer to you, the participant in the Program.

1. The Program.
   1. Registration. To participate in the Program, you must first timely submit a complete registration form to the Foundation through an online form provided by the Foundation. Please see the official Program website at http://thegraph.com/sunrise-upgrade-program for the registration form.
   2. Eligibility. To be eligible to participate in the Program, you must not be a core contributor or an employee of The Graph Foundation or any core developers of The Graph.
   3. Missions. Throughout the course of the Program, the Foundation will invite participants to complete various tasks called missions (“Missions”) in order to earn GRT tokens (“Rewards”). Prior to a Mission beginning, the Foundation will announce the requirements for each Mission and any deadlines for completing the Mission. To earn Rewards for a Mission, you must timely fulfill that Mission’s requirements and submit satisfactory proof of completion in an online form provided by the Foundation. The Foundation may at any time, in its sole discretion, change the requirements or the completion deadline for a Mission, stop accepting new submissions for a Mission, end a Mission early, or cancel a Mission altogether. Late submissions will not be eligible for Rewards. Unless otherwise stated in a Mission’s criteria, each participant may only complete a Mission once.
   4. Rewards Pool. The Foundation is making four million GRT tokens available as the total Rewards available to distribute to participants in the Program (”Rewards Pool”). The Rewards Pool is subject to decrease in the Foundation’s sole discretion and the Foundation has no obligation to utilize the entire Rewards Pool.
   5. Amount of Rewards. The Foundation will publish an estimated range of Rewards available for completing each Mission. However, the actual Rewards you earn for completing a Mission may vary significantly from this estimate and will be determined by the Foundation in its sole and final discretion based on factors including but not limited to the quality of your submissions, how early in the Program you begin participating, and the number of total participants in the Mission. Rewards are only available while supplies last and the Foundation has no obligation to issue Rewards in excess of the Rewards Pool. You acknowledge and agree that the Foundation’s determination of your Rewards for a Mission shall be final and you agree not to contest the Foundation’s determination.
   6. Disqualification of Submissions. The Foundation may disqualify your submission for a Mission if it finds, in its sole discretion, that the submission: is deceitful, fraudulent, low-effort, plagiarized, or made in bad faith; fails to comport with the stated requirements for the Mission; was completed using bots; is part of a Sybil attack; or violates these Terms. If your submission for a Mission is disqualified then you will not be eligible to earn Rewards for that Mission.
   7. Payment of Rewards. After the Program has concluded, the Foundation will send your total Rewards to you at an Arbitrum wallet address provided by you through an online form to be provided by the Foundation. Rewards will be sent within a reasonable time following conclusion of the Program, which the Foundation presently anticipates to be within 60 days following the Program’s conclusion. You acknowledge and agree that the Foundation’s determination of your Rewards shall be final and you agree not to contest the Foundation’s determination. You acknowledge and agree that the Foundation has no obligation to provide you with any information explaining how it calculated your total Rewards or your Rewards for any specific Mission.
   8. Official Communications. The Foundation will communicate with Program participants primarily via email at the email addresses they provided in the registration process. The Foundation may also, at times, communicate Program information through The Graph’s official Discord server and Twitter account. It is your responsibility to frequently check for updates on the Program. You are encouraged to check your spam inbox frequently in case your email provider marks Program messages as spam.
2. Removal of Participant. The Foundation may remove you from the Program if it determines, in its sole discretion, that: you fail to meet eligibility requirements of the Program; you have breached any term, covenant, representation, or warranty in these Terms; or you have otherwise acted in bad faith to the detriment of The Graph Network, users of The Graph Network, the Program, or other Program participants. In the event the Foundation removes you from the Program pursuant to the foregoing sentence, you shall not be entitled to receive any Rewards.
3. Independent Contractor. Your relationship with the Foundation is one of an independent contractor. Neither these Terms nor your participation in the Program will be construed as establishing a partnership, franchise, joint venture, agency, fiduciary or employment relationship. You are solely responsible for determining and satisfying your own tax liability, if any, resulting from your participation in the Program. You are responsible for any costs you incur in connection with your participation in the Program, including, without limitation, any infrastructure costs or gas fees.
4. Intellectual Property.
   1. Definition. As used herein, “Intellectual Property” means any inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection.
   2. Participant Work Product. You agree that any Intellectual Property developed by you, whether alone or with others, in connection with or related to the Program (“Participant Work Product”) shall be open-sourced pursuant to the terms and conditions of the Apache 2.0 open source license (“Open Source License”). You shall, and hereby do, irrevocably and perpetually grant to the general public all rights and licenses in and to the Participant Work Product pursuant to the terms and conditions of the Open Source License. You irrevocably waive and agree never to assert any moral rights you may have in or with respect to any Participant Work Product. You will assist and cooperate with the Foundation in all respects, and will execute documents, and will take such further acts reasonably requested by the Foundation to make the Participant Work Product available to the general public pursuant to the Open Source License grant.
   3. Use of Participant Trademarks. You grant the Foundation and its affiliates permission to use your name, logos, service marks, trade names and trademarks for the purpose of identifying you as a participant in the Program.
   4. Foundation’s IP Rights. The Foundation and its licensors exclusively own all right, title and interest in and to “The Graph” logos and all other Intellectual Property pertaining to The Graph and the Program. Such Intellectual Property is protected by copyright, trademark, and other laws throughout the world. You are permitted to utilize the word mark “The Graph” in order to truthfully state that you are participating in The Graph’s official Program. No other uses of the Foundation’s Intellectual Property are permitted.
5. Representations and Warranties. You represent and warrant:
   1. You have the full right, power, and authority to enter into these Terms and to perform the obligations hereunder.
   2. All information you provided in your registration form to the Program is true, accurate and complete, and any information you subsequently provide to the Foundation or its affiliates in connection with the Program shall be true, accurate and complete.
   3. You, and party that owns or controls you, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will provide to the Foundation any information that the Foundation determines to be necessary or appropriate to comply with money laundering laws, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction.
   4. The Foundation has not provided you with any tax advice. You are fully responsible for any taxes resulting from your participation in the Program.
   5. The Participant Work Product will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity. The Participant Work Product will be your original creation.
   6. Your conduct in connection with in the Program shall not violate, and shall be in compliance with, any applicable laws.
   7. You have only registered for the Program once, using your real identity. You will not engage in any Sybil attacks in connection with your participation in the Program.
6. No Harm to the Network or Users. You will not participate in: (i) any attacks on The Graph Network or its users, including but not limited to technical attacks, hacking, theft of The Graph Network’s users’ funds, or fraud, (ii) conduct reasonably anticipated to cause harm to The Graph Network or its users, or (iii) any other activity that the Foundation considers to be malicious activity, in its sole discretion.
7. LIMITATION OF THE FOUNDATION’S LIABILITY. THE FOUNDATION SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST RECORDS OR DATA, LOST SAVINGS, LOSS OF USE OF FACILITY OR EQUIPMENT, LOSS BY REASON OF FACILITY SHUT-DOWN OR NON-OPERATIONS OF INCREASED EXPENSE OF OPERATIONS, OR OTHER COSTS, CHARGES, PENALTIES, OR LIQUIDATED DAMAGES, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS COULD HAVE BEEN REASONABLY FORESEEN. THE FOUNDATION’S LIABILITY FOR DAMAGES HEREUNDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL REWARDS WHICH THE FOUNDATION DETERMINES, IN ITS SOLE DISCRETION, ARE PAYABLE TO YOU UNDER THESE TERMS.
8. INDEMNITY. YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR VIOLATION OF THESE TERMS.
9. DISCLAIMERS. THE FOUNDATION MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, ACCURACY OR COMPLETENESS OF DATA. ACCORDINGLY, THE FOUNDATION SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES RELATED TO THE AMOUNT OF ANY REWARD(S) YOU MAY BE ELIGIBLE TO RECEIVE UNDER THESE TERMS.
10. WAIVER. YOU UNDERSTAND AND ASSUME ANY AND ALL RISKS ASSOCIATED WITH PARTICIPATION IN THE PROGRAM, WHICH ARE BEYOND THE CONTROL OF THE FOUNDATION AND INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: THE POTENTIAL FOR DAMAGE OR LOSS TO THE COMPUTER AND/OR OTHER HARDWARE YOU USE AS A NODE OR DATA STORED ON THAT NODE; PARTICIPATION MAY NOT BE PROFITABLE; AND RUNNING A NODE MAY NOT BE PROFITABLE. YOU HEREBY WAIVE ANY LEGAL CLAIMS, INCLUDING IN LAW OR IN EQUITY, ARISING FROM PARTICIPATION IN THE PROGRAM AGAINST THE FOUNDATION, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND AFFILIATES.
11. ARBITRATION. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF OR THE USE OF THE SERVICES (COLLECTIVELY, "DISPUTES") WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION AND NOT IN A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION OR PROCEEDING . YOU AND WE AGREE THAT THE JAMS INTERNATIONAL ARBITRATION RULES GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS, AND THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS. NOTWITHSTANDING THE FOREGOING, THE FOUNDATION MAY BRING A COURT PROCEEDING SEEKING EQUITABLE OR INJUNCTIVE RELIEF TO PREVENT THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, THE DISCLOSURE OF CONFIDENTIAL INFORMATION OR THE UNLAWFUL PROCESSING OR TRANSMISSION OF DATA.
12. Choice of Law. These Terms and all related documents, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Cayman Islands, excluding its body of law controlling conflict of laws.
13. Changes to Terms. We may update or supplement the Terms at any time, in our sole discretion. If we do so, we will notify Program participants by email. If you continue to participate in the Program after we have updated these Terms, you are agreeing to be bound by the updated Terms.
14. Miscellaneous. You may not assign, transfer, or delegate any of its rights or obligations under these Terms. We may freely assign or transfer these Terms without restriction. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. These Terms, together with any additional requirements pertaining to the Program which appear on the Program website or which the Foundation may release from time to time during the Program, constitute the sole and entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. These Terms benefit solely the parties hereto and their respective permitted successors and permitted assigns.