RULES OF ALGORAND FOUNDATION LTD. 2020 AMBASSADOR REWARDS PLAN
ALGORAND FOUNDATION LTD. (UEN: 201907381G)
RULES OF THE ALGORAND FOUNDATION LTD. (the “Foundation”) 2020 AMBASSADOR REWARDS PLAN
1.1 The objective of the Plan is to strengthen and grow the Algorand ecosystem and provide Ambassadors of the Foundation (as defined below) with an opportunity to be awarded “Algo” cryptographic tokens if certain achievements and conditions are fulfilled. As part of its vision for a global and vibrant community, the Foundation has adopted this Plan to support its Ambassadors as they take an active part in spreading the word on Algorand’s platform and protocol.
1.2 The Plan aims to reward the creation of content around the Algorand platform and protocol, as well as the facilitation of events where new partnerships and connections are made and new Algo wallets are created and adopted. Algo rewards will be allocated in the Foundation’s sole discretion to individual Ambassadors based on the fulfilment of achievements under the prevailing Ambassador Rewards Structure and in accordance with the terms of this Plan.
1.3 This Plan is effective as of the Adoption Date and shall terminate on 31 December 2020. This Plan is subject to annual renewal by the Board of Directors of the Foundation. The manner in which the Plan is to operate is set out in these Rules.
1.4 The Plan and these Rules shall be deemed to be adopted by the Foundation on the Adoption Date.
2.1 In these Rules, the following terms have these meanings unless the contrary intention appears:
"Adoption Date" means 1st January 2020.
"Award" means the grant of Algo Tokens from the Foundation to an Ambassador, subject to the provisions of an Award Letter and this Plan.
"Award Letter" means the letter addressed to the individual Ambassador setting out the details of the Award and any conditions thereto, in the form set out in Schedule 1.
"Ambassador" means an individual person who is confirmed in writing to be appointed as an Ambassador of the Foundation and who has duly executed a Letter of Appointment with the Foundation.
“Ambassador Rewards Structure” means the Algo Token reward structure for achievements fulfilled by an Ambassador under the terms of this Plan as outlined in Rule 6, as modified or amended in the Foundations sole discretion.
"Board" means the Board of Directors of the Foundation for the time being.
"Companies Act" means the Companies Act, Chapter 50 of Singapore, as amended, modified or supplemented from time to time.
"Foundation" means ALGORAND FOUNDATION LTD. (Registration No. 201907381G).
"Director" means a director of the Foundation for the time being.
"Rules" means the rules contained in this Plan, as amended from time to time in the Foundation’s discretion.
"Plan" means this 2020 Ambassador Rewards Plan, as amended from time to time in the Foundation’s discretion.
“Token” means the “Algo” native cryptographic token of the Algorand Blockchain.
“US Tax Payer” means citizens of the United States of America, Green Card holders, persons who are tax resident in the United States of America or otherwise subject to the tax laws of the United States of America.
2.2 In the Rules, unless the contrary intention appears:
(a) a reference to a rule, statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(b) the singular includes the plural and vice versa;
(c) a reference to any gender includes all genders;
(d) a reference to a person includes a reference to the person's legal personal representatives, executors, administrators and successors, a firm or a body corporate;
(e) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(f) a reference to USD is a reference to United States Dollar.
(g) a reference to "amendment" includes addition, alteration, deletion, extension, modification and variation;
(h) references to the exercise of a power or discretion include a decision not to exercise the power or discretion;
(i) "including" when introducing a list of items does not exclude a reference to other items whether of the same class or genus or not;
(j) the terms "subsidiary" and "related corporation" shall have the meanings ascribed to them by Sections 5 and 6 respectively of the Companies Act; and
(k) headings are for convenience only and do not affect the interpretation of these Rules.
2.3 The Board's decision as to the interpretation, effect or application of these Rules or any restrictions or other conditions relating to any Award issued under this Plan is final and conclusive and shall be in its absolute and unfettered discretion.
3. Administration of the Plan
3.1 The Plan must be operated in accordance with these Rules which bind the Foundation and each Ambassador.
3.2 The Plan shall be administered by the Managing Director and such authorised persons on behalf of the Board of the Foundation.
4.1 The eligibility of an Ambassador to participate in the Plan, the size and conditions for an Award and the Ambassador Rewards Structure shall be determined at the absolute discretion of the Foundation. In the event Tokens may not be awarded to the Ambassador for any reason, the Foundation may, in its sole and absolute discretion, choose to award USD fiat currency in substitution of Tokens.
4.2 The Foundation reserves the right to change the nature of any Award and/or require the return of any Awards if an Ambassador does not comply with these Terms, in the event of any illegality or if compliance with any applicable law is required.
4.3 An Award Letter issued to an Ambassador represents a grant of Tokens by the Foundation in accordance with the Rules of this Plan. Awards will be made in a single lump sum distribution to the Algo wallet address provided by the Ambassador to the Foundation in writing. The Foundation shall not be liable for any loss, damage, theft, mishap or price fluctuations in the market price for any Tokens issued pursuant to an Award.
4.4 US Tax Payers who are Ambassadors are not eligible to receive an Award in Tokens from the Foundation and shall receive a substituted USD cash Award under the Plan.
4.5 An Award to each Ambassador shall be in writing and may include (or be accompanied by) the following details:
(a) the Token or cash Award for which the Ambassador is entitled to under the Plan;
(b) an acknowledgement section in which the Ambassador shall agree to the terms of this Plan in consideration of the Award; and
(c) any other restrictions or information as required by any applicable law,
and shall be substantially in the form set out in Schedule 1, subject to such modification as the Board may from time to time determine.
4.6 This Plan’s eligibility period will end on 31st December 2020 and all activities under this Plan shall be conducted by this date. Ambassadors have up to February 28th 2021 to provide Submissions (defined below) to the Foundation to claim an Award under this Plan.
4.7 An Award shall be personal to the Ambassador and may be transferred to the Ambassador's duly appointed personal representative in the event of the death or permanent incapacity of the Ambassador.
5. Grant of Award Letter
5.1 The Foundation may grant an Award to an Ambassador at any time during the period when this Plan is in force and impose such other conditions as contained in an Award Letter.
5.2 Ambassadors will be required to sign and return to the Foundation an acknowledgement section to agree to the terms of this Plan and indicate his/her Algo Wallet Address in order to claim the Award. If an Ambassador cannot be contacted or fails to sign and return the acknowledgement section within the required time period, the Ambassador shall forfeit the Award.
6. Ambassador Rewards Structure
6.1 The Ambassador Rewards Structure and corresponding Algo Token Rewards that an Ambassador may be entitled to shall be as follows:
6.2 To claim an Award, Ambassadors shall submit supporting documentation, photos, videos as required by the Foundation for approval and assessment of each activity (“Submission”) before the Award will be granted. The Foundation has the right to substantiate/audit/verify the Ambassador’s information as provided in the final Submission. The Foundation may seek any further document or information, as may be reasonably required to verify the Ambassador’s Submission. All Awards and determination of Awards shall be at the Foundation’s sole and absolute discretion. Every Submission will be reviewed by the Foundation in its discretion. The Algorand Foundation reserves the right to approve or reject any Submission. Upon approval of any Submission, Ambassadors can expect to receive an Award Letter within two (2) months.
6.3 The Foundation will not provide any pre-approval or consent for any listed activity, nor is it required of the Ambassador to receive pre-approval from the Foundation for the conducting of any specific activity.
6.4 The Foundation reserves the right to request for further personal details from an Ambassador, including copies of passports / identification cards and proof of residence in the event an Ambassador is awarded more than 2500 Algo Tokens in a calendar year.
7. Acceptance of Award Letter and this Plan
7.1 Each Ambassador may accept an Award Letter and this Plan within thirty (30) days from the issuance of an Award Letter by countersigning and returning to the Foundation the acceptance portion of the Award Letter.
7.2 The Ambassador shall comply with the terms and conditions as stated in the Award Letter and provide further information and execute such further documents and waivers in favour of the Foundation as may be required by the Foundation or applicable law to issue the Award to the Ambassador.
8. Acceptable Use Policy
8.1 Ambassadors shall not take any action to interfere with the Plan or manipulate the Plan in any way. As an Ambassador, you are required to comply with all applicable statutes, orders, regulations, rules applicable to you in your jurisdiction. In addition, we expect Ambassadors to respect the rights and dignity of others.
8.2 In pursuing the activities under this Plan, Ambassadors shall not nor cause or encourage others to participate in any illegal, harmful, fraudulent, infringing, or objectionable activities. Here is a non-exhaustive list of prohibited activities:
· Applications that would infringe any applicable laws and regulations, including AML/CFT laws and regulations
· Information or content that is illegal or criminal, false, fraudulent, deceptive, misleading, defamatory, threatening, libelous, slanderous, disparaging, unlawfully harassing, profane, obscene, pornographic, hateful, indecent, inappropriate or injurious to any individual or any third party
· Disrupting, manipulating, or degrading the operation of the Plan
· Phishing, spamming, or pharming
· Unsolicited contacting of users or other abusive behavior
· Misleading and manipulative advertising or marketing activities
· Infringing or misappropriating the rights of others
· Creating a security risk for the Algorand Blockchain or the Plan
8.3 In the event that the Foundation discovers that an Ambassador, in participating in this Plan has engaged in unfair, excessive or abusive usage or conduct, the Foundation reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Foundation from losses, damages, harm or degradation of any form and manner, including publishing the Ambassador’s disqualification from the Plan and requiring the return of any Awards awarded under the Plan.
8.4 Activities conducted under this Plan shall not shall not discriminate on the basis of race, color, religion, creed, gender, gender identity and expression, age, national or ethnic origin, disability, marital status, sexual orientation, familial status, genetic predisposition, criminal conviction, domestic violence victim status, veteran status and/or military status and all other protected classes, in any of its activities or operations.
9. Termination of Award
9.1 In the event that the Ambassador's appointment as Ambassador with the Foundation is terminated for any reason whatsoever including termination for cause (defined below) the Participant's entitlement to any undistributed Award shall lapse and be null and void with no effect, and the Ambassador shall have no claim against the Foundation for damages, losses, compensation or otherwise.
9.2 For the avoidance of doubt, "cause" shall, for the purposes of these Rules, mean any of the following situations:
(a) if the Ambassador's appointment is terminated by reason of misconduct or a finding of fraud on the part of the Ambassador;
(b) if the Ambassador is convicted of any criminal offence (except traffic offences, minor offences and offences which in the reasonable opinion of the Board does not affect the Ambassador's position as an employee or consultant); or
(c) if the Ambassador commits any material and persistent breach of his obligations under his Letter of Appointment.
10. Amendment of Rules
10.1 Any or all of the Rules of the Plan may be modified and/or altered at any time and from time to time by a written resolution of the Board of Directors of the Foundation.
10.2 Notice of any modification or alteration made in accordance with this Rule shall be given to all Ambassadors but accidental omission to give notice to any Ambassador shall not invalidate any such modifications or alterations.
11. Suspension or Termination of the Plan or Awards
11.1 The Plan shall continue to be in force at the discretion of the Board. The Board may suspend or terminate the Plan at any time by giving notice to the Ambassadors.
11.2 Awards may be withheld or terminated by the Foundation due to changes in applicable law and local regulation.
11.3 The Foundation may terminate an Ambassador’s Award upon the occurrence of any of the following events:
(i) any breach of this Plan by an Ambassador;
(ii) work carried out by an Ambassador diverges materially from the approved Submission;
(iii) abusive conduct, illegality, corruption and/or fraud;
(iv) entry into any voluntary arrangement by any participant with its creditors, liquidation or bankruptcy of any Ambassador; or
(v) the Foundation is of the opinion that the continued development of the Submission or the Plan is not or no longer viable.
12. Relationship of Parties
12.1 The Foundation acts as principal in the operation of the Plan and not as trustees or agents of an Ambassador. This Plan shall not create (or be construed to create) a trust or separate fund. The Plan shall not establish any fiduciary relationship between the Foundation and any Ambassador. To the extent that any Ambassador holds any rights by virtue of a binding Award Letter under the Plan, such rights shall be no greater than the right of an unsecured general creditor of the Foundation.
12.2 This Plan and the award of an Award Letter:
(a) does not confer on any Ambassador the right to continue being appointed or engaged in any capacity by the Foundation;
(b) does not affect any rights which the Foundation may have to terminate the appointment of, or dismiss, an Ambassador;
(c) shall not confer on any person any legal or equitable rights against the Foundation directly or indirectly or give rise to any cause of action at law or in equity against any such company, its directors or employees; and
(d) may not be used in any wrongful termination proceedings or to increase damages in any action brought against the Foundation in respect of such termination.
13. Ownership and Intellectual Property
13.1 By accepting these terms, you hereby represent and warrant that that all information submitted to the Foundation for an Award under this Plan (including any Submissions) do not infringe the intellectual property rights of any third party and that publication of press releases and relevant information by the Foundation via various media including web posting and social media, will not infringe on the rights of any third party. By accepting these terms, you agree to hold harmless and indemnify the Foundation against any such third party claims.
13.2 These Terms shall not entitle an Ambassador to any intellectual property rights, including the rights in relation to the use, except for authorised purposes in connection with this Plan, of any information, image, user interface, logos, trademarks, trade names such as the use of the word “Algo” and “Algorand”, Internet domain names or copyright in connection with the Plan, the Foundation, the Algo Tokens and the Algorand Blockchain. The Foundation’s trademarks shall only be incorporated after the Foundation’s consent is obtained.
13.3 There are no implied licences granted to an Ambassador under this Plan.
14. Privacy Policies / Intellectual Property
14.3 The Foundation shall be granted the right and permission to reproduce, encode, store, copy, transmit, publish, broadcast, display, publicly perform, exhibit and/or otherwise use or reuse (without limitation as to when or to the number of times used), an Ambassador’s name, address, image, voice, likeness, statements, biographical material and idea/s (in each case, as submitted or as edited by Foundation, in the Foundation’s sole discretion), as well as any additional photographic images, video images, portraits, interviews or other materials relating to the Ambassador’s participation in this Plan (with or without using the Ambassador’s name) (collectively, the "additional materials") in any media (including social media) throughout the world for advertising and publicity purposes without additional review, compensation, or approval.
14.4 The Ambassador hereby waives any rights of publicity, rights of privacy, intellectual property rights, and any other legal or moral rights that might preclude the Foundation' use of the Submission or the additional materials for promotional purposes, and hereby waives any claim against the Foundation relating to the Foundation’s promotional use of those materials.
14.5 The Foundation shall not be held responsible for any illegality or loss or damage that any person or organization may suffer as a result of activities conducted by an Ambassador under this Plan, the Plan being withdrawn or its terms amended, or as a result of receiving an Award. An Ambassador agrees to comply with all applicable laws in the conducting of any activities under or pursuant to this Plan.
14.6 All decisions of the Foundation on all matters relating to the administration of the Plan is final and binding on all Ambassadors.
15. Representations and Warranties
15.1 By accepting this Plan and an Award Letter, each Ambassador (or “you”) represents, warrants and undertakes to the Foundation as follows:
(a) you have read and understood all of Rules in this Plan;
(b) you have full power and capacity to accept this Plan and perform all obligations hereunder and that your participation in this Plan does not contravene any relevant laws, statutes, regulations, by-laws, rules, guidelines and requirements;
(c) this Plan constitutes legally, valid and binding obligations, enforceable in accordance with its terms;
(d) the Tokens under the Plan do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of capital markets product or investment
(e) you are not a citizen or resident of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect the receipt of cryptographic tokens or USD cash as an Award (each as applicable) for participation in the Plan;
(f) you agree and acknowledge that no regulatory authority has examined or approved of this Plan and no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction;
(g) you are legally permitted to participate in the Plan and undertake all actions contemplated or associated with such participation;
(h) you are participating as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;
(i) you shall not use any Awards given under the Plan for any illegal purpose;
(j) you are not an individual or representing an entity that is, or is owned or controlled by an individual or entity that:
a. is listed by the Monetary Authority of Singapore (“MAS”) as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;
b. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the "Sanctions");
c. is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or
d. has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;
(k) you have an understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms and blockchain technology;
(l) you bear the sole responsibility to determine what tax implications your participation in the Plan and receipt of Tokens may have for you, and agree not to hold the Foundation or any other person involved in the Plan liable for any tax liability associated with or arising therefrom;
(m) you agree and acknowledge that the Foundation is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data or cryptographic tokens), arising out of or in connection with the acceptance of or reliance on this Plan, an Award Letter or receipt of Tokens by you; and
(n) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your acceptance of this Plan and shall continue to be true, complete, accurate and not misleading thereafter.
15.2 The Foundation does not make or purports to make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:
(a) the Plan;
(b) the Award Letter;
(c) the grant of Tokens; and
(d) your participation in the Plan.
15.3 To the maximum extent permitted by the applicable laws, an Ambassador shall indemnify, defend, and hold each of the Foundation, its affiliates and/or (as the case may be) their respective subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach by an Ambassador of any warranty, representation, or obligation hereunder or in connection with his/her participation or activities under this Plan or the receipt of any Awards under the Plan.
16. Taxes and Other Expenses
16.1 Each party shall bear their own legal costs and taxes, including personal income tax in connection with this Agreement and the Award of any Tokens.
16.2 The Foundation is authorised to withhold from any Award due to an Ambassador, such amounts of withholding and other taxes due in connection with any Award, and to take such other action as the Board may deem necessary or advisable to enable the Foundation and the Ambassador to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.
An Ambassador’s rights and interests under this Plan or an Award Letter may not be assigned or transferred.
Any notice in connection with this Plan may be given by personal delivery or by sending the same by post at the Ambassador's last known address, or in such other manner as the Board determines. Any notice to be given to the Foundation in connection with the Plan shall be given by (a) personal delivery; (b) sending the same by post to its registered office or such other address as shall from time to time be notified to the Ambassador.
19. Disclaimer of Liability
19.1 Notwithstanding any provisions contained in this Plan, the Board and the Foundation shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection with the Plan or the receipt of an Award by an Ambassador.
19.2 The Foundation cannot and shall not be accountable / liable for any disruptions / stoppages / interruptions or cancellation of the Plan. The Foundation shall not be held responsible for matters out of its control and for force majeure reasons.
19.3 Tokens are digital cryptocurrencies which are subject to a high degree of risk, volatility and illiquidity. Ambassadors should make their own investigations and evaluations of digital currencies that will be delivered pursuant to an Award. Ambassadors should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding, trading, gifting, marketing and disposition of the digital currencies upon delivery, and as to the income and other tax consequences to them of such acquisition, holding, trading, gifting and disposition. The Foundation is in no way responsible for any change in the underlying value or existence of digital currencies for any reason. Failure to provide correct information required for the delivery of an Award may result in delayed delivery or permanent loss/ forfeiture of an Award.
20. Collection, Use and Disclosure of Personal Data
For the purposes of implementing and administering the Plan, and in order to comply with any applicable laws, regulations and/or Anti Money Laundering laws and guidelines, the Foundation will collect, use and disclose the personal data of the Ambassadors, as contained in any Award, Award Letter notice or communication given or received pursuant to the Plan, and/or which is otherwise collected from the Ambassadors. By participating in the Plan, each Ambassador consents to the collection, use and disclosure of his personal data for all such purposes, including disclosure of data to related corporations of the Foundation and/or third parties who provide services to the Foundation (whether within or outside Singapore), and to the collection, use and further disclosure by such parties for such purposes.
21. Governing Laws and Dispute Resolution
The Plan is governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Plan, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.