These rules are intended to govern and support the Cudos Network Foundation (“Foundation”) grant programme which supports projects which have successfully applied by awarding them with Cudos tokens (“Tokens”).
“Adoption date” means 1 August 2022
“Affiliates” means any respective past, present and future employees, officers, contractors, consultants, suppliers, vendors, service providers, subsidiaries, affiliates, agents and representatives of the Foundation, including the Company and/or any Affiliates thereof.
“Award Documents” means the award letter and statement of work addressed to the Grantee and duly executed by the Grantee and the Foundation which sets out the details of the Grant and any conditions.
“Company” means Cudos.Foundation
“Deliverables” has the meaning given to it in the Award Documents.
“Grant” means the grant as described in the Award Documents.
“Grant Term” means the Term (period of time) as described in the Award Documents.
“Grantee” means any successful applicant for a grant from the Foundation.
“Grant Program” means the Foundation Grant Program, containing the Statement of Work and Letter of Award.
“Grant Scheme Rules” means the Foundation Grant Scheme Rules in force from time to time as varied or supplemented by the terms and conditions in the Award Documents.
“Platform” means the blockchain network that hosts the Foundation’s Tokens and Foundations applications
“Project” means the project engaged by the Awardee as described in the Award Documents.
The purpose of these Grant Scheme Rules is to outline the terms and conditions under which the Foundation shall offer, award, make, promise, pay out or otherwise commit to any financial support towards a Project. Consequently, the Grantee shall be bound by these Grant Scheme Rules, unless otherwise specifically deviated from in the Award Documents (the “Project Specific Terms”). In case of any conflict between these Grant Scheme Rules and the Project Specific Terms, the latter shall prevail.
The Foundation reserves the right to amend the Grant Scheme Rules, any terms and conditions in the Award Documents and any general policies or guidance relating to Grants. The Foundation will publish any updated documents on their website [cudos.foundation] publicly or the documents shall be accessible to Grant applicants during the Grant application process and once published, any changes will apply to all new Grants while existing Grantees will be notified of the changes in a timely manner by the Foundation. The Grantee is held responsible for the Grant and for ensuring compliance with the Grant Scheme Rules. Any material changes to the Grant Scheme Rules that may affect the framework of a specific Grant Program that is already active and live may have to be discussed further with the Grantee and mutually agreed upon in writing if it materially affects any part of that Grantee’s Grant Program.
2. Use of Grant
The Grantee undertakes that the Grant shall be used strictly and solely in accordance with the purpose(s)/objectives approved by the Foundation in the Award Documents.
3. Grant Term
The Grant shall be used within the grant term specified in the Grant letter (the “Grant Term”). The Grant Term may be subject to adjustments after mutual review and agreement by both the Foundation and Grantee.
4. Adjustment of the Foundation Grant Program
In the event that the Grantee wishes to propose any material adjustment to the Foundation Grant Program, the Deliverables, and/or the services and products associated with the Foundation, the Grantee shall apply for and obtain the prior written approval of the Foundation.
5. Delay of Project
The Grantee agrees to immediately notify the Foundation in case a material delay of the Project or Project milestones (as defined in the beginning of the engagement) is likely to occur, or in the event that any of the assumptions associated with the Project change or assumptions that are anticipated to change significantly. Together with such notification, the Grantee shall provide written notification on how best to overcome the delay or changed assumptions and mutually review with the Foundation. Such proposal shall be subject to the Foundation’s approval and support.
6. Progress of Project
The Grantee shall use its best endeavours to ensure the continuous progress of the Project. In the event that a Grant has been awarded in support of a Project which is based on one or more specific milestones being achieved, the Foundation shall not be obligated to make the next milestone payment unless and until the specific milestone as outlined in the related Award Document has been reached.
7. Payment of Grant
The Grant shall be paid out to the Grantee as directed by terms and conditions outlined in the Award Document. The Grant is awarded and shall be paid out in Tokens. Any taxes and charges that may become due as a result of payment and receipt of the Grant shall be the responsibility of the Grantee, as applicable, and shall be of no concern to the Foundation.
8. Unused Grant
Any part of the Grant which has not been spent on the Project within the Grant Term shall be retained by the Foundation (if not paid to the Grantee yet) or returned to the Foundation by the Grantee no later than  month after expiry of the Grant Term.
9. Reporting of Project
The Foundation and the Grantee shall develop an adequate communication cadence that includes required reporting from the Grantee with the intention of moving the Project through the statement of work outlined in the Award Document through the end of the Grant Term. Unless otherwise mutually agreed upon in writing by the Foundation and the Grantee, the Grantee shall provide the Foundation with a status report on a monthly basis. All relevant output and outcomes of the Project and the Deliverables shall be reported to the Foundation prior to the end of each calendar quarter (March 31, June 30, September 30, and December 31). Unless otherwise noted in the Grantee’s Award Document or agreed upon in writing, the Grantee shall continue to report relevant output and outcomes relating to the Project up to 3 months after expiration of the Grant Term and any extensions to the Grant Term. If a lack of submission is found without previous communication with the Foundation along with an acknowledgement of reason(s) why the submission was not completed, the Grantee subjects themselves to potential rejection of future grant applications until the reporting status has been rectified to the satisfaction of the Foundation.
10. Maintenance of Information
The Grantee shall ensure that all data, results and other information generated during the Project shall be registered and maintained for a period of at least 5 (five) years after finalisation of the Project. During the same period of time, the Foundation shall be entitled, upon request, to receive information about any reports made and/or any patent applications submitted containing elements of or otherwise being based on such data, results, etc.
11. Financial Reporting
No later than quarterly (every 3 months) from the commencement of the Grant Term, the Grantee shall provide the Foundation with a report on how the funds received under the Grant have been applied during each active Grant year, unless otherwise agreed upon in writing in the Award Document. This will be based on the realised use of such funds. Moreover, no later than [2 (two) months] after completion of the entire Project, a final report pertaining to the use of all Grant funds shall be provided by the Grantee to the Foundation. All of the reports shall be presented in a structure and at a level of detail so as to make them easily comparable to the Project’s budget (where applicable) most recently approved by the Foundation in relation to the grant funding. The reports shall be signed and approved by the Grantee.
12. Adjustment of Project budget
Depending on the Grant Program in play, the operating budget for the Project is subject to be assessed by the Foundation alongside the Grantee on a running basis with potential recommended adjustments by the Foundation in case the preliminary findings or outcome of the Project requires such revisions to be made to the benefit of the Project’s success prospects in the scope of Grant Program and beyond. Where applicable and mutually agreed upon by both parties in writing, the Grantee shall be entitled to re-allocate Grant funds between the various Project budget items within a specific budget margin. In case the Grantee should desire to make a re-allocation of Grant funds which would affect any Project budget item materially (by more 10% or more), the Foundation shall be notified in advance and have to approve the re-allocation by written consent.
13. Duty to Provide Documentation
Upon written request by the Foundation, the Grantee shall, as soon as practicably possible and no more than once a month, provide electronic copies of files, records, journals and other documentation relating to the Project status, the use of the Grant funds and the adherence by the Grantee to these Terms.
14. Inspection Rights
The Foundation shall have access, during regular working hours and subject to giving reasonable prior written notice to the Grantee, to conduct an inspection of any physical and electronic files, records, journals and documentation relating the Project status, the use of the Grant funds and the adherence by the Grantee to these Terms.
15. Acceptance of Terms
The Grantee must ensure that any persons working on the Project, whether employed by the Grantee or a third party, have been made familiar with and have accepted, in writing, to comply with relevant parts of these Terms as it pertains to them or their line of work in relation to the success of the Project.
16. IPR Protection and Publication Rights
The Grantee shall use their best efforts to pursue the desired Project results. It is acknowledged that the Grantee shall ensure proper recognition of the Foundation by mentioning under “acknowledgements” that the relevant Project has been funded through the Grant.
17. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with receiving tokens, holding tokens, and using tokens for providing or receiving services. You should carefully consider the risks and uncertainties disclosed and explained hereafter before receiving the tokens. If you have any questions regarding these risks, please contact us at [email protected]. By accepting and receiving tokens, you expressly acknowledge, accept and assume these risks.
18. Risks Relating to Receipt, Sale and Use of Tokens
Important Note: As set out in these Grant Scheme Rules, the Tokens are not being structured, sold, transferred or issued as securities or any other form of investment product. Accordingly, none of the information presented in this section is intended to form the basis for any investment decision, and no specific recommendations are
made or intended. The Foundation expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this section, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By accepting, accepting the Grant and receiving, holding and using Tokens, you expressly acknowledge and assume the following risks:
18.1. Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. The Foundation is not responsible for any such losses.
18.2. Risks Associated with the COSOMS Protocol
Because Tokens and the Platform are based on the COSMOS protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. Upgrades to the Platform, a hard fork in the Platform or a change in how transactions are confirmed on the Platform may have unintended adverse effects on Tokens.
18.3. Risk of Hacking and Security Weaknesses
Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the Platform or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Foundation team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and the Tokens or result in the loss of your Tokens or the loss of your ability to access or control your Tokens.
18.4. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
18.5. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Tokens. Regulatory actions could negatively impact the Platform and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. The Foundation may cease operations in a jurisdiction
in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
18.6. Legal and Regulatory Factors Relating to the Platform Might Present Barriers to Success.
The Platform operates in a new and developing legal environment. There is no established body of law or court decisions concerning blockchain and smart contracts, and the law regarding token sales and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Platform, thus undermining the functionality of the Platform and Tokens. To the extent licenses or other authorisations are required in one or more jurisdictions in which the Foundation and/or its Affiliates operate or will operate, there is no guarantee that the Foundation and/or its Affiliates will be granted such licenses or authorisations. The Foundation and/or its Affiliates may need to change its business model to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the Foundation and/or its Affiliates.
18.7. Risks of Government and Private Actions.
The cryptocurrency market is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Foundation and/or its Affiliates, or enact regulations or pursue enforcement actions against the Foundation and/or its Affiliates, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Foundation and/or its Affiliates. In addition, non-governmental parties may bring private legal actions against the Foundation and/or its Affiliates, either individually or as a class, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Foundation and/or its Affiliates.
18.8. Risks Arising from Taxation
The tax characterisation of Tokens is uncertain. You must seek your own tax advice in connection with receiving, holding and utilising Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements. It is also possible that the income of the Foundation would be subject to significant amounts of income and/or withholding taxes. The uncertainty in the tax treatment of Tokens and transactions in Tokens may expose subscribers, Token holders and the Foundation alike to unforeseen future tax consequences associated with the receipt, ownership, sale or other use of Tokens.
18.9. Risk of Price Volatility
The prices of cryptocurrencies have historically been subject to dramatic fluctuations and are highly volatile, and the market price of Tokens may also be highly volatile. Several factors may influence the market price of Tokens, including, but not limited to:
▪ Global supply of cryptocurrencies, both with respect to the number of different cryptocurrencies and the supply of each individual cryptocurrency;
▪ Global demand for cryptocurrencies, which can be influenced by the growth of acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges
and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
▪ Changes in software, software requirements or hardware requirements underlying blockchain technologies;
▪ Fiat currency withdrawal and deposit policies of cryptocurrency exchanges on which cryptocurrencies may be traded and liquidity on such exchanges;
▪ Interruptions in service from or failures of major cryptocurrency exchanges;
▪ Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
▪ Monetary policies of governments, trade restrictions, currency devaluations and revaluations; and ▪ Regulatory measures, if any, that affect the use of cryptocurrencies.
A decrease in the price of a single cryptocurrency may cause volatility in the entire cryptocurrency industry and may affect other cryptocurrencies, including Tokens. For example, security breach that affects investor or user confidence in Bitcoin or Ethereum may affect the industry as a whole and may also cause the price of Tokens and other cryptocurrencies to fluctuate. A decrease in the price of the Tokens could affect your ability to deliver the Deliverables in accordance with the Award Documents.
You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens that you receive from the Foundation, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Foundation shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of Tokens nor is the Foundation under any obligation to recover any Tokens and the Foundation hereby excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Tokens.
19. Representations and Warranties
By accepting the Grant and receiving Tokens, you represent, warrant and irrevocably undertake to the Foundation that:
(i) You have taken independent legal advice prior to accepting these Terms;
(ii) You have read and understood these Terms;
(iii) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of receiving the Tokens;
(iv) You have obtained sufficient information about the Foundation, the Foundation’s officers and agents and representatives and about the Tokens to make an informed decision to accept the Grant and receive the Tokens;
(v) You understand that the Tokens confer only the potential right to receive Services and confer no other rights of any form with respect to the Platform, the Foundation, or any affiliate thereof including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(vi) Your acceptance of the Grant and receipt of Tokens complies with applicable law and regulation in your jurisdiction or in any jurisdiction the laws of which you may be subject to.
(vii) You are not a citizen or resident of any jurisdiction the laws of which prohibit, restrict or otherwise adversely affect the receipt of cryptographic tokens as a Grant for participation in the Foundation Grant Program;
(viii) If you are accepting the Grant and receiving Tokens on behalf of any entity, you are authorised to accept these Terms and enter into a binding agreement with the Foundation on such entity’s behalf (references to “you” in these Terms refer to the entity on whose behalf you are authorised to receive the Tokens);
(ix) You are not a resident or domiciliary of the United States of America, China, South Korea or any jurisdiction which prohibits token sales and/or any participation therein (a “Restricted Jurisdiction”) or accepting the Grant and receiving Tokens from a location in a Restricted Jurisdiction, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Jurisdiction, nor are you receiving Tokens on behalf of any such person or entity;
(x) You are not: (i) a citizen or resident of a geographic area in which access to or use of the Tokens and/or the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List.
(xi) You acknowledge and accept that the Foundation may refuse to issue Tokens to you if you are a citizen, resident or domiciliary referred to in (xi) or (xii) above.
(xii) You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Tokens and/or the Services.
(xiii) If you are registering to use the Tokens or the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation, and (ii) you are duly authorised by such legal entity to act on its behalf;
(xiv) If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us;
(xv) The acceptance by you of these Terms and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organisational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
(xvi) Any Tokens you acquire will be acquired in your name, and any cryptocurrency assets you use will come from a digital wallet not located in a country or territory that has been designated as a “non cooperative country or territory” by the Financial Action Task Force or any similar legislation;
(xvii) You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority;
(xviii) You acknowledge and accept that any of the risks outlined in section 18 above might hinder or impede your ability to deliver the Deliverables as set out in the Award Documents; and (xix) You acknowledge and accept that any Foundation Program and any incentives to be distributed by the Foundation may be modified, curtailed, discontinued or terminated at any time at the sole discretion of the Foundation for any reason, including but not limited to the Foundation’s inability
to finance or otherwise operate any Foundation Program and incentives due to a major devaluation of the Tokens or an order of any court, regulatory agency or other governmental authority.
20. No Representation and Warranties
Notwithstanding any other provision of these Terms or any statement made expressly or impliedly, the Foundation does not make or purport to make, and hereby disclaims, any representation, warranty, undertaking or covenant, in any form whatsoever to any entity or person, including any representation, warranty, undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Foundation Grant Rules, Award Documents or otherwise made available by the Foundation.
21. Limitation of Liability
As a condition precedent to your participation in any of the Foundation Programs, you fully understand, acknowledge and agree that except for any liability that cannot be excluded by law, the Foundation, its subsidiary, affiliates and related companies, together with their officers, directors, employees, agents and representatives exclude all liability, for any personal injury or for any loss or any damage. This includes loss of profit opportunities whether direct, indirect, special or consequential, arising in any way out of or in connection with any of the Foundation’s services and any Token incentives received thereunder, including without limitation:
(i) failure, malfunction or breakdown of, or disruption to, the operations of the Foundation including hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
(ii) any error, omission, interruption, deletion, delay, defect, theft, unauthorised access or third-party interference or any virus, error, bug, flaw, defect or otherwise adversely affecting the Foundation;
(iii) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction relating to receiving or holding Tokens;
(iv) any variation in the market value or market liquidity of the Tokens;
(v) any failure by the Foundation to deliver or realise any or all of part of the features or benefits of the Tokens as described in the documentation or any material relating to the Foundation; and
(vi) any failure by the holder of the Tokens to use the products and services associated or introduced by the Foundation.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
You agree to indemnify the Foundation, its subsidiary, affiliates, and related companies, together with their officers, directors, employees, agents and representatives from all losses, expenses and other liabilities, notwithstanding any costs that may arise from proceedings or investigations, whether actual or threatened, relating to breach of any terms and conditions of herein.
24. Repayment on Default
You acknowledge and accept that the Foundation may, in its sole discretion, demand at any time all or any part of the Grant to be repaid by you forthwith, in circumstances including but not limited to the following:
(a) if the Foundation has sufficient grounds to suspect that you have made any material misrepresentation to the Foundation;
(b) where there has been any breach to these Grant Scheme Rules, or any of the accompanying terms and conditions of the Award Documents; and
(c) where the Deliverables have not been met, whether wholly or partially, unless an amendment to the Deliverables has previously been agreed in writing with the Foundation.
25. Cancellation Procedures
You acknowledge that the Foundation, Tokens, and any services distributed by the Foundation may be modified, curtailed, discontinued or terminated at any time at its sole discretion for any reason the Foundation sees necessary. This includes, nut is not limited to, the Foundation’s inability to finance or otherwise operate the Foundation, the devaluation of Tokens or an order by any court, regulatory body or other government authority.
26. Grants to Similar/Conflicting Projects
You acknowledge and accept that the Foundation may support, by way of an Award, or otherwise, projects which are similar to or compete with your Project unless mutually agreed upon in writing some kind of exclusivity between the Foundation and the Grantee.
27. Personal Data
You hereby acknowledge that we will process your personal data when the law allows us to do so. In particular, your personal data will be collected in order to comply with legal or regulatory obligations relating to participating in any of the Foundations services and deliverables, where we need to perform a contract, where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data).
28. Intellectual Property
You specifically understand, acknowledge, and agree that Grants awarded by the Foundation are subject to the Grant Scheme Rules. The ownership of all intellectual property relating to the business activities, products and services associated with the Foundation, belong exclusively and unequivocally to the Foundation. Intellectual property created and owned by the Grantee should be retained by the Grantee during and post the Grant Term, unless otherwise mutually agreed upon in writing.
29. Governing Law and Jurisdiction
These Terms will be governed by and construed and enforced in accordance with the laws of Gibraltar, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non–contractual Disputes or claims) that is not subject to arbitration will be resolved exclusively in the courts of Gibraltar.