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Certified Contributor Terms and Conditions

CODE4RENA CERTIFIED CONTRIBUTOR TERMS AND CONDITIONS

The following terms and conditions (the "CC Terms" or "Agreement") contain the terms and conditions applicable to any Open Opportunity, Role, or Selective Opportunity, as defined below and provided by Code4rena, a Wyoming Unincorporated Nonprofit Association ("C4"). By clicking "Accept", you ("YOU" or "CERTIFIED CONTRIBUTOR") are agreeing that you have read, understand, and agree to be legally bound by these CC Terms. Each of C4 and Certified Contributor is a "Party" and together, the "Parties."

These CC Terms may be prospectively changed, modified, or altered by us in our sole discretion at any time without prior notice. Accordingly, when you agree to provide certain services with respect to a Contest, you should check the effective date of the CC Terms and be aware of any changes since the last version.

1. Definitions

  • C4 DAO The decentralized autonomous organization that provides certain services to Sponsors, such as Contests, and for which C4 provides certain services.

  • C4Discord A discord server managed by C4's Agent on behalf of C4.

  • Contest A sponsored security audit competition facilitated by the C4 DAO and C4 on behalf of a Sponsor.

  • Finding A purported vulnerability or gas optimization identified in the Sponsor's Code by a participant during the Contest.

  • Governmental Authority Any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

  • Issues Discussions of Findings, taking place on GitHub's Issue Tracker.

  • Participants Judges, Wardens, or other members of the C4 DAO who participate in Contests, or assist with the provision of other services offered by C4.

  • Repo A code repository hosted using the git protocol on a service such as GitHub or similar.

  • Roles One or more of the following positions that a Certified Contributor can fill in a Contest:; Judge; Scout; Mason, Ambassador, or Warden, each as defined in C4 documentation, available at docs.code4rena.com.

  • Sponsor The person or entity contracting with C4 to organize a Contest.

  • Sponsor's Code Software made available to C4 by the Sponsor that shall be the subject of the Contest.

2. C4's Agent

Any action required of C4 under these CC Terms may be taken by an agent appointed by C4 ("C4's Agent"). C4 will identify C4's Agent on its website, and shall ensure that such notice is kept up to date.

3. Opportunities for Certified Contributors

C4 intends to make available certain opportunities for a group of persons (each a Certified Contributor) who have made a strong contribution to the Code4rena community and have successfully completed identity and other legal reviews by our partners. Those opportunities include without limitation:

  • a. immediate access to Repos after Contests conclude, post-Contest triage and mitigation review;
  • b. serving in one or more different Roles in a given Contest;
  • c. participation in private, invitation-only Contests;
  • d. providing individualized services to third parties as a subcontractor of C4 or C4's Agent;
  • e. participating in C4 referral system to refer Participants to Sponsors for certain individualized services.

4. Participation in Opportunities

  • a. Certain Opportunities are open to all Certified Contributors ("Open Opportunities"). Any Certified Contributor may participate in the Open Opportunities for a given Contest by accessing the relevant Findings at github.com/code-423N4. By participating in an Open Opportunity, a Certified Contributor agrees to any terms applicable to that Open Opportunity.

  • b. Certain Opportunities are open only to a limited number of Certified Contributors ("Selected Opportunities"). There will be a selection process administered by C4's Agent regarding the assignment of Roles and with respect to any Selected Opportunity. Selection criteria and process will vary based on the nature of the Opportunity.

5. Vetting and Required Disclosure

  • a. Certified Contributor hereby agrees that they will provide their full legal name and other identifying information to C4's service providers, who are under obligations of confidentiality, for the specific purpose of verifying Certified Contributor's true identity and running certain legal and compliance checks. C4 agrees that, except as specified below in Section 5(b), it shall not receive from its service providers or disclose to C4's Agent, any affiliate, any client, or any other person the identifying information referenced herein.

  • b. C4 reserves the right to receive and disclose the full legal name of a Certified Contributor, and any related information: (i) as may be required by law; (ii) as may be necessary for C4 to protect its interests, or to pursue legal action to enforce these Terms or other agreements with Certified Contributor; (iii) to law enforcement authorities in the case that C4 has a good faith basis to believe that Participant has engaged in unlawful activity.

6. Obligations of the Certified Contributor

  • a. Conduct of Activities: Certified Contributor agrees that they will conduct any and all participation in C4-related activities in a timely and professional manner.

  • b. Data Protection: Certified Contributor will ensure that they will treat data accessed and received with reasonable safeguards designed to protect private and confidential information, and that they will promptly inform C4 of any breaches of their administrative, technical or operational security. Certified Contributor shall be liable for disclosure of Confidential Information resulting from a breach of Certified Contributor's administrative, technical or operational security.

  • c. Code of Conduct: Certified Contributor agrees to abide by the Code of Professional Conduct.

7. C4 Warranties

  • a. Authority: C4 has full power and authority to enter into these CC Terms.

  • b. Limitations: THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THESE CC TERMS. C4 DOES NOT OFFER ANY GUARANTEES THAT (A) A CERTIFIED CONTRIBUTOR WILL BE SELECTED TO PROVIDE THE SERVICES THAT THEY HAVE INDICATED AN INTEREST IN PROVIDING, OR (B) THAT THERE WILL BE ANY OPPORTUNITIES TO PROVIDE SERVICES AS A CERTIFIED CONTRIBUTOR.

8. Certified Contributor Representations and Warranties

The Certified Contributor hereby makes the following representations and warranties:

  • a. Authority: Certified Contributor represents and warrants that (i) the Certified Contributor has full power and authority to agree to these CC Terms, (ii) Certified Contributor's full legal name has been provided to C4, and (iii) the person agreeing to these CC Terms is, in fact, the Certified Contributor.

  • b. Compliance with Sanctions Laws: Neither the Certified Contributor nor, if applicable, any of its affiliates or direct or indirect beneficial owners; (i) appears on the Specially Designated Nationals and Blocked Persons List ("SDN List") of the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC"), nor are they otherwise a party with which C4 is prohibited to deal under the laws of the United States; (ii) is located in, or organized under the laws of a country or region subject to sanctions by OFAC, which, as of the date of these CC Terms include Crimea, Cuba, North Korea, Iran, Syria and Russia; (iii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; or (iv) unless otherwise disclosed in writing to C4 prior to the date of a relevant Contest, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure (collectively "Prohibited Persons"). The Certified Contributor further represents and warrants that, if a legal entity, the Certified Contributor: (x) has conducted thorough due diligence with respect to all of their beneficial owners; (y) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners' funds; and (z) will retain evidence of those identities, any source of funds and any due diligence. Finally, the Certified Contributor is not acting on behalf of any Prohibited Person.

  • c. Sub-Contracting: Certified Contributor will not subcontract or delegate any services subject to these CC Terms to any other person or entity; including without limitation any individual or entity under contract with the Certified Contributor as an independent contractor or similar.

9. Intellectual Property

Unless otherwise specified in the Contest's Repo, Certified Contributor hereby grants a Creative Commons 0 1.0 license (details here: https://creativecommons.org/publicdomain/zero/1.0/legalcode) to any Background IP included in any Findings, work product, or other deliverable provided to C4. “Background IP” includes any intellectual property that (i) was developed prior to relevant Opportunity; (ii) was developed after the start of the relevant Opportunity but is outside the scope of the services; (iii) was developed after the conclusion of the relevant Opportunity but has generic applicability; or (iv) derived from or relating to the Background IP. Notwithstanding the forgoing, with the exception of source code that is provided for the purposes of demonstrating a Finding, Background IP does not include source code.

10. Media and Publicity

The Parties agree that C4 and C4's Agent shall be permitted to identify the Certified Contributor by their avatars and/or handles and generally describe the Certified Contributor services to third parties and in marketing materials to the extent that these materials do not disclose any Confidential Information. Certified Contributor may publicly identify their role in the C4DAO as Warden, Judge, Sponsor, or Mason, but shall not identify or make any statement or representation regarding Sponsor, C4 DAO, C4, C4's Agent, or any affiliate thereof, without prior written approval from C4's Agent or voted approval of the C4DAO, as applicable.

11. Termination

  • a. Termination Without Cause: Either Party shall have the right to terminate this Agreement in writing with 30 days advance notice, with or without cause.

  • b. Termination for Breach: In the event that either Party believes that the other materially has breached any obligations under these CC Terms, such Party shall so notify the other Party in writing. If the material breach is not capable of cure, the notice of breach shall state the same and, (i) if notice was provided by C4 then this Agreement shall be terminated upon such notice, or (ii) if such notice was provided by Certified Contributor then this Agreement shall be terminated when C4 confirms, in its sole discretion, that the breach is not susceptible to cure. If the notice of breach does not state that the breach is not susceptible to cure, the breaching Party shall have 15 days from the receipt of notice to cure the alleged breach and to notify the non-breaching Party in writing that cure has been effected. If the breach is not cured within 15 days, the non-breaching Party shall have the right to terminate this Agreement on written notice. Material breach not susceptible to cure shall include, but not be limited to, any violation of applicable law, breach of Section 8 (Certified Contributor Representations and Warranties), and breach of Section 12 (Confidentiality).

  • c. Effect of Notice/Termination: Regardless of the effective date of any termination, Certified Contributors shall not be eligible to participate in any new Opportunities as of the date that termination notice is received by the non-terminating Party. Upon the effective date of any termination, a Certified Contributor's status shall be deemed rescinded. In the case that this Agreement is terminated by C4 pursuant to Section 10.b above, or by Certified Contributor pursuant to Section 10.a above, Certified Contributor shall not be eligible for compensation for any participation in incomplete Opportunities. In the case that this Agreement is terminated by Certified Contributor under Section 10.b above, or by C4 pursuant to Section 10.a above, the Parties shall negotiate in good faith any compensation due to Certified Contributor for participation in incomplete Opportunities.

12. Confidentiality

C4, Certified Contributor, or a Sponsor (in this context, the "Discloser") may provide the other ("Recipient") with Confidential Information as defined below.

  • a. Definition: The term "Confidential Information" means, to the extent previously, presently or subsequently disclosed by or for Discloser to Recipient, all financial, business, legal and technical information of Discloser or any of its affiliates, suppliers, customers and employees, that is marked or otherwise identified as proprietary, confidential or non-public at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to Recipient without restriction before receipt from Discloser, (b) is rightfully disclosed to Recipient without restriction by a third Party, (c) is or becomes generally known to the public without violation of this Agreement by Recipient or (d) is independently developed by Recipient or its employees without access to or reliance on such information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Confidential Information, including but not limited to any proprietary information, made available to Recipient.

  • b. Obligations: Each Party agrees (a) to use Confidential Information solely for the purposes of its obligations and activities related to Contests, (b) to maintain the Confidential Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure, and (c) not to disclose the Confidential Information to any third Party other than employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Confidential Information and all of the restrictions in writing. Each Party shall be responsible for any breach of its confidentiality obligations by its respective employees and agents.

13. Indemnification

The Certified Contributor shall defend indemnify and hold harmless C4 and C4's Agent, including each of their affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, the C4 DAO and its members, Participants, and all successors and assigns ("C4 Indemnitees") from and against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against one or more C4 Indemnitee by a third party to the extent arising out of (a) the Certified Contributor's negligence or willful misconduct; (b) a breach by the Certified Contributor of this Agreement, or (c) Certified Contributor's use of intellectual property owned by a third party or licensed by Certified Contributor from a third party.

14. Limitation of Liability

THE CUMULATIVE LIABILITY OF C4 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS (INCLUDING BUT NOT LIMITED TO C4'S AGENT), PARTNERS AND LICENSORS TO THE CERTIFIED CONTRIBUTOR FOR ACTIVITIES UNDERTAKEN AS A CERTIFIED CONTRIBUTOR IS LIMITED TO THE AMOUNTS PAID TO CERTIFIED CONTRIBUTOR IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. IN NO EVENT SHALL C4 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND HOWEVER ARISING. THIS LIMITATION SHALL APPLY BUT NOT BE LIMITED TO LOST INCOME, REVENUE, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES. IT WILL ALSO APPLY IRRESPECTIVE OF WHETHER THE LIABILITY ARISES UNDER CONTRACT, TORT, OR ANY OTHER THEORY.

15. Miscellaneous

  • a. Relationship: C4 and Certified Contributor shall be and act independently. A Certified Contributor Agreement shall not be construed to create a partnership, joint venture, agent, employee, or employer relationship between the Parties. Certified Contributor does not have authority to assume or create obligations on behalf of C4, and any attempt by Certified Contributor to do so shall be null and void and without any force or effect. 

  • b. Assignment: The status of Certified Contributor and any rights, agreements or obligations thereunder may not be assigned by Certified Contributor by operation of law, merger or otherwise, and any purported assignment by Certified Contributor will be null and void.

  • c. .Severability: In the case that any provision of these CC Terms is held to be invalid or unenforceable, it will be enforced to the extent permitted by applicable law, and the remaining provisions of the CC Terms shall remain in full force and effect. 

  • d. Interpretation: No presumption against C4 shall be applied to the construction or interpretation of these CC Terms. Any rights not expressly granted herein by a Party are reserved.

  • e. Waiver: The failure of a Party to exercise or delay in exercising any right, power or privilege under these CC Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof. 

  • f. Choice of Law; Submission to Jurisdiction: These CC Terms, and all claims or causes of action (whether in contract, tort or statute), shall be governed by and enforced in accordance with the internal laws of the Cayman Islands without regard to its conflict of law provisions. C4 and Certified Contributor each submit to the personal jurisdiction of the appropriate courts sitting in the Cayman Islands. Each Party waives, the fullest extent permitted by law, any objection that it may now or in the future have to venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum. 

  • g. Notices: Any notice, payment, demand or communication required or permitted to be delivered or given by hereunder shall be deemed to have been effectively delivered or given and received on the date personally delivered to the respective Party to whom it is directed, or when sent via electronic mail to the Parties at the respective electronic mail addresses provided by each.

  • h. [Intentionally Omitted.]

  • i. Survival: Sections 7, 8, 9, 10, 11, 12, 13, 14, and 15(f) shall survive the termination of a CC Services Agreement.

  • j. Entire Agreement: These CC Terms shall constitute the entire agreement between C4 and the Certified Contributor regarding the subject matter hereof and supersedes all prior agreements, proposals and prior discussions and writings between the Parties with respect thereto.

[End of CC Terms and Conditions.]