Zcash Foundation Grant Agreement Terms and Conditions

The Zcash Foundation is a Delaware not-for-profit corporation, recognized as exempt from income tax as a publicly supported charitable organization described under Section 501(c)(3) of the Internal Revenue Code. The Zcash Foundation provides both direct grants and grants (Grants) through the Zcash Community Grants (ZCG) committee. If you (You or Grantee) receive a Grant from the Zcash Foundation, you agree to these terms and conditions. IF YOU DO NOT AGREE TO ACCEPT THE TERMS AND CONDITIONS OF THIS GRANT AGREEMENT, YOU SHALL NOT ACCEPT THE GRANT AND RETURN ALL FUNDS RECEIVED FROM THE ZCASH FOUNDATION.

The Zcash Community Grants (ZCG) committee is a committee formed under the administration of the Zcash Foundation as per ZIP 1014. ZCG makes funding decisions with its allocation of the Dev Fund to further the Zcash cryptocurrency and its ecosystem.

1. You agree that your approved grant proposal (the Project) is intended to further an exempt charitable, educational, or scientific purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code (the Code). To ensure your work related to the Project furthers an exempt purpose within the meaning of Section 501(c)(3) of the Code, the Grant funds provided must be used solely for the Project to further such exempt purposes and the Project must be conducted in accordance with this Agreement.
 
2. No payments under this Grant Agreement may be used (i) to participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office or (ii) to carry on any lobbying activities within the meaning of Section 501(c)(3) of the Code and the regulations thereunder and/or as defined under the federal Lobbying Disclosure Act (“LDA”). Grantee represents that it is not established, financed, maintained, or controlled by a “covered official” under the LDA.
 
3. You represent and warrant that the Grantee and those individuals associated with the Grantee are not “disqualified persons” under the Code with respect to the Zcash Foundation. In general, a disqualified person is any person who is in a position to exercise substantial influence over the affairs of the Zcash Foundation at any time during the previous five year period.
 
4. To ensure your work furthers exempt purposes within the meaning of the Code, any intellectual property resulting from the proceeds of this grant (including, but not limited to, educational materials, research results, or software) must be made available for free to the public through any reasonable method.
 
5. In publications supported by this grant (including papers, web pages and software), You shall acknowledge at an appropriate place that the work was “supported by a Zcash Community Grant” or, if funded by a Zcash Foundation grant, “supported by a Zcash Foundation Grant.” (This can be omitted where impractical, e.g., when contributing a small software patch to an external project.)
 
6. We request that you keep the community informed of your Project’s ongoing progress by using your grant thread on the Zcash Community Forum. Please be attentive to community feedback by responding to comments on the thread in a timely fashion.
 
7. For every milestone listed on your grant page, including once your grant is complete, provide a publicly accessible update on the Zcash Community Forum.
 
8. Work product consists of the deliverables and other materials, including drafts thereof, prepared by Grantee to carry out the Project funded under this Agreement (Work Product). Grantee represents and warrants to the Zcash Foundation that the Work Product is the original Work Product of Grantee or of subcontractors or subgrantees, if any, and that it does not infringe any third party’s intellectual property rights. Grantee hereby grants to the Zcash Foundation, and agrees to obtain from any subcontractors or subgrantees, a nonexclusive, irrevocable, perpetual, worldwide, royalty-free, transferable, and sublicensable license for noncommercial purposes to use, display, perform, reproduce, publish, copy, archive, excerpt, distribute, create derivative works from, and otherwise disseminate, in whole or in part, any or all of the Work Product. This Section shall survive the termination of this Agreement.
 
9. The Grant funds will be disbursed in shielded ZEC, via a blockchain transaction to a z-address. The Foundation will use this third-party service and market for converting ZEC to other currencies based on the price at the time of payment withdrawal.
 
10. To execute the transfer of Grant funds, the Zcash Foundation is legally required to obtain the following information from you:
 
• A photocopy of the fiduciary’s state-issued identification (passport, driver’s license, etc.). The Fiduciary is the person who has a fiduciary responsibility for acting in the best interest of the funds, CEO or Director in the case of a company, or a sole individual in the case of a sole proprietorship or similar individual entity.
 
• A filled-out form W-9 (if US taxpayer) or W-8BEN (if nonresident alien individual), or a W-8BEN-E (if foreign corporation).
 
11. The Zcash Foundation understands the regulatory and compliance risks associated with transacting in cryptocurrencies, and will run a sanctions screening on each Grantee. As a condition of receiving the Grant you represent to us, now and until the latter of the submission of a report on the status of the work covered by the proposal or the use of all of the Grant funds, (i) that you are not in violation of any law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001(Title III of P.L. No. 107-56) (known as the “PATRIOT Act”). (ii) neither you or any affiliated person or entity is a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order or a person that is named as a “specially designated national and blocked person” on the most current list published by the US Department of the Treasury, Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list; (iii) neither you or any affiliated person or entity is subject to blocking provisions or otherwise a target of sanctions imposed under any sanctions program administered by OFAC; and (iv) neither you or any affiliate person or entity deals in, or otherwise engages in any transaction relating to any property or interests in property blocked pursuant to the Executive Order.
 
12. Grantee is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations hereunder are contingent upon compliance with applicable United States export laws and regulations. Furthermore, the transfer of certain technical data and commodities may require a license from one or more agencies of the United States Government. You shall comply with applicable U.S. export control laws including without limitation the Export Administration Regulations and the International Traffic in Arms Regulations as currently codified or later amended. This section survives any termination of this Agreement.
 
13. You may not assign, or otherwise transfer, your rights or delegate any of your obligations under this grant without prior written approval from the Zcash Foundation.
 
14. Grantee agrees that it and any agents shall comply with all applicable federal, state, and local laws, regulations, and rules.
 
15. Your Project must comply with the Zcash Foundation’s trademark policy, including requesting a Trademark Use Agreement if required for the Project’s specific usage of Zcash word marks and logos.
 
16. Tax Implications: Please be aware that in some countries, taxes will be due on the Grant (for the receipt of ZEC, when you sell/exchange it, or both). It is your responsibility to determine your specific tax liability based on your country of residence and any other contributed factors. United States-based grantees that receive funds in excess of $600.00 (USD) will receive a 1099-NEC form from the Zcash Foundation annually (value is determined at time of payment).
 
17. You will indemnify, defend and hold harmless the Zcash Foundation and its directors, officers, employees, volunteers, independent contractors, agents and representatives, including ZCG, from and against any claims, rights, liabilities, damages or expenses resulting from or arising out of or relating to (i) the Project, your activities, or your use of any of the Grant funds; (ii) Your performance of this Agreement or breach thereof; or (iii) the intentional misconduct or negligent acts of omissions of Grantee, its employees, agents, contractors, or consultants in connection with the performance of its obligations under this Agreement. This provision shall survive the termination of this Agreement.
 
18. This Agreement does not create any agency, employment, joint employer, joint venture or partnership between you and the Zcash Foundation.
 
19. You may not assign this Agreement without the prior written consent of the Zcash Foundation.
 
20. This Agreement sets forth all terms of the grant and replaces all prior understandings and agreements. Any modification or amendment will be made only in writing signed by the Zcash Foundation. You will notify the Zcash Foundation immediately if the Project is canceled or delayed or if a request for changes to milestones are required. You shall promptly repay any unused Grant funds or any portion of the Grant funds which for any reason is not used exclusively for the charitable purposes of the Grant consistent with the terms and conditions of this Agreement.
 
21. Note that for all grant awards above $5,000 (aggregate calendar year) made to United States-based organizations, the organization’s name and mailing address, as provided on your organization’s W-9 form, will be listed on Schedule I, Part II, 1(a) of the Zcash Foundation’s 990, available to the public via various online resources. Mailing addresses for US individuals will not be reported on the Zcash Foundation’s 990.
 
22. The Zcash Foundation may modify, suspend, or discontinue any payment of Grant funds or terminate this Agreement if:
     
    • the Zcash Foundation is not reasonably satisfied with your progress on the Project;
     
    • there are significant changes to your leadership or other factors that the Foundation reasonably believes may threaten the project’s success;
     
    • any member of your team fails to comply with Community Guidelines; or
     
    • you fail to comply with this Agreement.
     
23. The provisions of this Agreement are for the sole benefit of the parties hereto and confer no rights, benefits, or claims upon any person or entity not a party hereto.
 
24. This Agreement, including the approved Project (which is incorporated by reference herein), is the parties’ final and binding expression of their agreement and the complete and exclusive statement of its terms. This Agreement cancels, supersedes, and revokes all prior negotiations, representations, and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement. No change to this Agreement will be effective unless signed by both parties.
 
25. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
 
26. Grantee represents and warrants that (a) Grantee has the corporate, statutory, or other power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the person who accepts the Grant funds and agrees to these terms and conditions on behalf of the Grantee has the necessary authority to bind Grantee; and (c) neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will constitute a violation of, a default under, or conflict with any term of any governance documents or other agreements to which Grantee is bound.
 
27. This Agreement is governed by the laws of the State of Delaware.