├── README.md ├── ops ├── KaliCo, LLC - Investor Questionnaire.docx ├── fundraise │ ├── AccreditationLetter.md │ └── AccreditationQuestionnaire.md ├── VoteDelegateDisclosure.md ├── CodeOfConduct.md ├── AMLPolicy.md ├── ServicesAgreement.md ├── PrivacyPolicy.md ├── RepresentationAgreement.md ├── ContributorAgreement.md ├── ServicesAgreement.js ├── EUMA.md └── GrantAgreement.md ├── legal liability ├── Certificate of Independent Legal Advice.md ├── Limitation of Liability.md └── General Liability.md ├── formation ├── FounderAccord.md ├── verein │ └── SwissVerein.md ├── una │ └── TUNAA.md └── llc │ └── DelawareOA.md ├── ip ├── Digital Image License Agreement ├── Software Licensing Agreement └── Digital Collectible License Agreement └── fundraise └── LLCjoinder.md /README.md: -------------------------------------------------------------------------------- 1 | # kali-legal 2 | -------------------------------------------------------------------------------- /ops/KaliCo, LLC - Investor Questionnaire.docx: -------------------------------------------------------------------------------- https://raw.githubusercontent.com/kalidao/kali-legal/HEAD/ops/KaliCo, LLC - Investor Questionnaire.docx -------------------------------------------------------------------------------- /legal liability/Certificate of Independent Legal Advice.md: -------------------------------------------------------------------------------- 1 | # Certificate of Independent Legal Advice or Waiver of Legal Advice 2 | 3 | By utilizing the KaliDAO Protocol (the "Protocol") and signing a transaction to summon a DAO using the Protocol (the "Summoning"), the Summoner, with Ethereum address 0x[[address]] (the "Summoner"), and Founders, with Ethereum addresses [[address 1, address 2, ...]] (together, the "Founders"), acknowledge: 4 | 5 | 1. The Summoner has duly informed the Founders of the Summoning and advised them of this Certificate; 6 | 7 | 2. KaliDAO and LexDAO have instructed the Summoner and the Founders obtain independent legal advice from a qualified attorney in their applicable jurisdiction(s) to advise the Summoner and the Founders of the effects of the Summoner and Founder's legal rights and obligations in relation to the Summoning of the DAO and the use of the Protocol as well as all ancillary or related documents and agreements which may be required by the applicable local jurisdiction(s) of the Summoner and Founders; 8 | 9 | 3. The Summoner and the Founder(s) have been provided with sufficient time and opportunity to retain independent legal counsel with respect to the Summoning and the tax, liability, securities, and any other applicable legal consequences which may arise as a result of the Summoning; and 10 | 11 | 4. The Summoner and Founders have received such independent legal advice or, alternatively, has considered all matters relating to the Summoning and hereby waives the retention of such independent legal advice or has determined on their own accord that such independent legal advice is not required in connection with the Summoning and all matters ancillary or related thereto. 12 | 13 | IN WITNESS WHEREOF this Certificate of Independent Legal Advice or Waiver of Legal Advice is executed effective as of the signing of a transaction by the Summoner establishing a DAO through the Protocol. 14 | 15 | DATED as of [[Network]] Block #[[Block #]]. 16 | 17 | [[Summoner Transaction Signature]] 18 | 19 | 20 | 21 | 22 | 23 | 24 | -------------------------------------------------------------------------------- /legal liability/Limitation of Liability.md: -------------------------------------------------------------------------------- 1 | 2 | Limitation of Liability 3 | 4 | BY UTILIZING THE KALI PROTOCOL (THE “PROTOCOL) TO SUMMON A DECENTRALIZED AUTONOMOUS ORGANIZATION AND, IF APPLICABLE, A RELATED CORPORATION, LEGAL STRUCTURE, OR OTHER RELATED DOCUMENTATION THE USER OF THE PROTOCOL (THE “USER”) AGREES AS FOLLOWS: 5 | 6 | 1 No Consequential or Indirect Damages. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED THROUGH DOCUMENTATION LOCATED AT https://github.com/lexDAO/Kali/tree/main/legal, IN NO EVENT SHALL THE PROTOCOL, KALIDAO, LEXDAO, THE DEVELOPERS OR CONTRIBUTORS TO THE PROTOCOL, THE DEVELOPERS OR CONTRIBUTORS TO LEXDAO OR ANY LEXDAO PROJECTS BE LIABLE THROUGH THE USE OF THE PROTOCOL TO THE USER OF THE PROTOCOL OR ANY RELATED PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA BREACH, REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, FEDERAL AND STATE REGULATORY LIABILITY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY, EXISTING, NOVEL, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PROTOCOL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7 | 8 | 2 Maximum Liability. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED THROUGH DOCUMENTATION LOCATED AT https://github.com/lexDAO/Kali/tree/main/legal, IN NO EVENT SHALL ANY PARTY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO THE PROTOCOL PURSUANT TO THE ON CHAIN CONTRACT LOCATED AT ADDRESS [KALI CONTRACT ADDRESS] (THE “PROTOCOL ADDRESS”) AND ANY CONTRACTS REQUIRED TO BE CALLED BY THE PROTOCOL ADDRESS IN ORDER TO FACILITATE THE PROPER EXECUTION OF THE PROTOCOL. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE USER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 9 | 10 | 3 Exceptions. BY INTERACTING WITH AND UTILIZING THE PROTOCOL, THE USER ACKNOWLEDGES THAT THE PROTOCOL IS HIGHLY EXPERIMENTAL AND IS OFFERED ON AN AS IS WHERE IS BASIS. 11 | 12 | 4 Sole Remedy. THIS AGREEMENT SETS FORTH THE PROTOCOL, KALIDAO, LEXDAO, THE DEVELOPERS OR CONTRIBUTORS TO THE PROTOCOL, THE DEVELOPERS OR CONTRIBUTORS TO LEXDAO OR ANY LEXDAO PROJECTS’ SOLE LIABILITY AND ENTIRE OBLIGATION AND USER’S EXCLUSIVE REMEDY FOR ANY ACTION THAT IS BROUGHT AGAINST THE PROTOCOL, KALIDAO, LEXDAO, THE DEVELOPERS OR CONTRIBUTORS TO THE PROTOCOL, THE DEVELOPERS OR CONTRIBUTORS TO LEXDAO OR ANY LEXDAO PROJECTS’. 13 | -------------------------------------------------------------------------------- /formation/FounderAccord.md: -------------------------------------------------------------------------------- 1 | # FOUNDER ACCORD 2 | 3 | This agreement (this "***Founder Accord***") effective as of [[Effective Date]] among the undersigned (the "***Founders***") of *[[DAO Name]]* (the "***Company***"), memorializes the respective rights and obligations of the Founders prior to the creation and execution of customary corporate actions and long-form agreements pertaining to these matters (the "***Formal Setup***"). The terms and conditions specified in this Founder Accord shall control any future disagreements among the Founders with respect to the matters covered herein until such time as the Company completes the Formal Setup consistent with the terms of this Founder Accord to supersede it. The Founders anticipate completing the Formal Setup in connection either with the Company’s initial financing or at such time that the Company’s revenues are sufficient to permit such expenditures, but desire to enter into this Founder Accord to confirm their collective understanding, and for this Founder Accord to be legally binding, as to the matters sufficiently described herein. 4 | 5 | | Issue | Agreement | 6 | | --------- | --------- | 7 | | Business Idea | [[Business Idea]] | 8 | | Company Structure | To be determined at Formal Setup | 9 | | Equity | Co-equal Portions | 10 | | Titles | To be determined at Formal Setup | 11 | | Board | To be determined at Formal Setup | 12 | | Vesting | To be determined at Formal Setup | 13 | | Commitment/Outside activities | Part-Time Commitment; No participation in directly competitive ventures | 14 | | Salary or other cash compensation | To be determined at Formal Setup | 15 | | Confidentiality | Founders acknowledge that the existence and the terms of this Founder Accord and any oral or written information exchanged between Founders in connection with the preparation and performance of this Founder Accord and Business Idea are regarded as confidential information | 16 | | Modifications | Consent in writing of all Founders | 17 | | Disputes | Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by online arbitration by [[Arbitrator]] in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All costs of the arbitration and the fees of the arbitrators shall be allocated between the parties as determined therein, it being the intention of the parties that the prevailing party in such a proceeding be made whole with respect to its expenses. | 18 | 19 | 20 | **SO AGREED**, 21 | 22 | By and among the key-signers identified by the transaction hash adhering this document to a public blockchain and their related conduct thereby. 23 | -------------------------------------------------------------------------------- /ops/fundraise/AccreditationLetter.md: -------------------------------------------------------------------------------- 1 | This document is a written confirmation that [[Attorney Name]], a licensed attorney in good standing under the laws of the jurisdiction in which they are admitted to practice law, has taken reasonable steps in the prior three (3) months to confirm, and does so confirm and certify hereby, that [[Investor Name]], a(n) individual located at [[Investor Address]] ("***Investor***"), meets the qualifications for an "*Accredited investor*" as defined in 17 § CFR 230.501 (the "***Regulation***"), and further certifies that they have reviewed and determined that Investor satisfies one or more of the following criteria (this "***Certification***"): 2 | 3 | —a natural person whose individual "net worth," or joint net worth with Investor’s spouse, exceeds $1,000,000 (USD); 4 | 5 | —a natural person who had an individual income in excess of $200,000 in each of the two most-recent years or joint income with Investor’s spouse in excess of $300,000 in each of those years. 6 | 7 | In connection with this Certification, the undersigned has reviewed the original or photocopies of the following documents as supplied by Investor: 8 | 9 | —Form 1040 filed with the Internal Revenue Service by Investor and/or their spouse for the two most recent years; 10 | 11 | —Form 1099 filed with the Internal Revenue Service by Investor and/or their spouse for the two most recent years; 12 | 13 | —Schedule K-1 of Form 1065 filed with the Internal Revenue Service by Investor and/or their spouse for the two most recent-years; 14 | 15 | —Form W-2 issued by the Internal Revenue Service to Investor and/or their spouse for the two most recent-years; 16 | 17 | and/or similar Investor references sufficient for purposes of the Regulation. 18 | 19 | Once this document is signed electronically by [[Attorney Name]], [[Investor Name]] shall be registered on the LexDAO Accredited Investor Registry (0x365c0F05CCfAE37899b55D79459eB7C0fCB20e3a) ("***AIR***"): 20 | 21 | *0x[[Investor ETH Address]]* 22 | 23 | AIR serves to "whitelist" Ethereum accounts so that such accounts may participate in sales of securities that are only available to accredited investors. AIR shall at all times be revocable upon the determination by LexDAO MYSTIC members (0x057e820D740D5AAaFfa3c6De08C5c98d990dB00d) and their authorized operatives that this certification is in violation of, or an associated Ethereum account shall no longer qualify for, accredited investor treatment under the Regulation or other applicable rules. 24 | 25 | [[Investor Name]] has made previous representation regarding the above Ethereum account, including representing that [[Investor Name]] is the sole owner of that account and all of the assets associated thereby. 26 | 27 | Confirming that the above is true and correct, 28 | 29 | _____________________ 30 | **[[Attorney Name]]** 31 | 32 | [[Attorney Address]] 33 | 34 | Bar Number: __[[Attorney Bar Number]]__ 35 | 36 | 0x[[Attorney ETH Address]] 37 | -------------------------------------------------------------------------------- /legal liability/General Liability.md: -------------------------------------------------------------------------------- 1 | Limitation of Liability 2 | 3 | 1.1 No Consequential or Indirect Damages. EXCEPT [[AS OTHERWISE PROVIDED IN SECTION 1.3] ]/[FOR [OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT,] [LIABILITY FOR INDEMNIFICATION,] LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS]], IN NO EVENT SHALL [THE SELLER/THE CUSTOMER/EITHER PARTY] [OR ANY OF ITS REPRESENTATIVES] BE LIABLE [UNDER THIS AGREEMENT TO THE [CUSTOMER/SELLER/OTHER PARTY] OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, [DATA,] REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE [SELLER/CUSTOMER/BREACHING PARTY] WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4 | 5 | 1.2 Maximum Liability. EXCEPT [AS OTHERWISE PROVIDED IN SECTION 1.3/FOR [OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT,] [LIABILITY FOR INDEMNIFICATION,] LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS], IN NO EVENT SHALL [THE SELLER’S/THE CUSTOMER’S/EITHER PARTY’S] AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED [[NUMBER] TIMES] THE TOTAL AMOUNT PAID [OR PAYABLE] TO THE SELLER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM [OR $[AMOUNT]], WHICHEVER IS LESS]. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE [SELLER’S/CUSTOMER’S/NON-BREACHING PARTY’S] REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 6 | 7 | 8 | 1.3 Exceptions. THE LIMITATIONS [AND EXCLUSIONS] SET FORTH IN THIS SECTION [1] SHALL NOT APPLY TO: 9 | 10 | 11 | (a) DAMAGES OR LIABILITIES ARISING FROM: 12 | 13 | 14 | (i) A [MATERIAL] BREACH OF SECTION [NUMBER], [NUMBER] OR [NUMBER]; 15 | 16 | 17 | (ii) [THIRD-PARTY CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION [NUMBER]]; 18 | 19 | 20 | (iii) [[PERSONAL INJURY OR DEATH] [OR] [DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY] CAUSED BY [THE SELLER’S/THE CUSTOMER’S/EITHER PARTY’S] [[GROSSLY] NEGLIGENT ACTS OR OMISSIONS] [,OR] [WILLFUL MISCONDUCT]]; OR 21 | 22 | 23 | (iv) [THE [GROSSLY] NEGLIGENT ACTS OR OMISSIONS] [, OR] [WILLFUL MISCONDUCT] OF [THE SELLER/THE CUSTOMER/EITHER PARTY] IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT;] [OR] 24 | 25 | 26 | (b) DAMAGES OR LIABILITIES TO THE EXTENT COVERED BY THE [SELLER’S/CUSTOMER’S/BREACHING PARTY’S] INSURANCE [; OR] 27 | 28 | 29 | (c) [A PARTY’S OBLIGATION TO PAY LEGAL FEES AND COURT COSTS IN ACCORDANCE WITH SECTION [NUMBER]]. 30 | 31 | 32 | 1.4 Sole Remedy. THIS SECTION [1] SETS FORTH [THE SELLER’S/THE CUSTOMER’S/EACH PARTY’S] SOLE LIABILITY AND ENTIRE OBLIGATION AND [THE CUSTOMER’S/THE SELLER’S/EACH PARTY’S] EXCLUSIVE REMEDY FOR ANY ACTION [ARISING IN THE PROVINCE OR TERRITORY OR CITY] THAT IS BROUGHT AGAINST THE [SELLER/CUSTOMER/BREACHING PARTY]. 33 | -------------------------------------------------------------------------------- /ops/VoteDelegateDisclosure.md: -------------------------------------------------------------------------------- 1 | //for a potential delegate of DAO governance token voting power; adapted from [this precedent](https://github.com/ErichDylus/Open-Source-Law/blob/main/forms/legal/Vote%20Delegate%20Disclosure.md) 2 | 3 | **Vote Delegate Disclosure** 4 | 5 | ***Last updated: [DATE]*** 6 | 7 | Please be advised: 8 | 9 | I control the private key for the externally owned account[s]: 10 | 11 | [PUBLIC KEY ADDRESS[ES]] ([collectively,] the “Delegated Address[es]”), 12 | 13 | [The Delegated Address has/Each of the Delegated Addresses have] [staked] a certain amount of [DAO GOV TOKENS] tokens [in the governance contract for [DAO]] and I intend to participate in the governance of [DAO], whether by proposing, voting, abstaining, or engaging in related discourse or otherwise, in accordance with its applicable parameters and guidelines. I understand that other externally owned accounts and addresses may delegate their voting power to [the Delegated Address[es]/me] from time to time and intend that this disclosure will generally govern my actions as a delegate. 14 | 15 | [I/the Delegators] have instituted policies and procedures with respect to delegations in the interest of transparency, which may be subject to update from time to time and are available here [LINK] || Though [I/the Delegator(s)] do not have a formal policy, in participating in the governance of [DAO], I intend to act on the following principles: 16 | 17 | - I will seek to remain informed about governance proposals and vote on matters from time to time using my independent judgment unless otherwise disclosed; 18 | 19 | - I will act in good faith and use reasonable care in participating in governance, including in making proposals and in voting; 20 | 21 | - I will endeavor to provide transparent, good faith, and honest information as to my motivations and reasoning in carrying out my role as a delegate, or when soliciting the delegation of voting power [or votes]; 22 | 23 | - I am not a party to any voting bloc, trust, or other group and will not engage in vote-buying, vote-selling, bribery, manipulation, or other undisclosed vote solicitation or coordination; and 24 | 25 | - [To the extent I am aware of a material non-public conflict of interest that exists for a Delegator with respect to a proposal, I will refrain from voting in my capacity as a delegate for such Delegator with respect to such proposal] 26 | 27 | **Conflict Disclosure** 28 | 29 | I currently have [economic interests in][contractual obligations with][other relationships with] [EMPLOYER/CONTRACTOR/ASSOCIATION/DAO/GOVERNMENT], and may engage in the [OTHER DAO(S) OR PROJECT(S)] community(ies) from time to time. I may have direct or indirect economic interests in the various projects, entities, networks, and protocols related to the foregoing, and I also use and hold various other cryptocurrencies, tokens, stablecoins and other digital assets from time to time, including but not limited to [____________]. 30 | 31 | Except as disclosed herein, in participating in the governance of [DAO], I am not acting on behalf of [EMPLOYER/CONTRACTOR/AFFILIATED ENTITY, nor][on behalf of any client, nor] any voting power delegator, whether or not such delegation was solicited. If my views expressed in governance contexts are interpreted or used in a manner that leads to some injury or detriment, there will be no legal recourse against me as a vote delegate or otherwise, nor will there be any coverage or indemnity from any applicable insurance or similar mechanism. 32 | 33 | **Disclaimer of Duty to Update** 34 | 35 | I assume no duty and provide no guarantee of keeping these disclosures up to date, nor of adjusting these disclosures for each applicable governance process, but will endeavor to act in good faith when soliciting the delegation of voting power and when acting in my capacity as a delegate. 36 | 37 | You may contact me at [EMAIL ADDRESS/COMMS HANDLES], though I assume no duty for, and cannot guarantee my responsiveness to, or any action upon, any individual question, feedback, or request from a vote delegator or otherwise. 38 | -------------------------------------------------------------------------------- /ops/CodeOfConduct.md: -------------------------------------------------------------------------------- 1 | # Code of Conduct 2 | 3 | Welcome to {{ Community Name }}, an organization composing its membership and related authorities on a programmable ledger, including, but not limited to, Ethereum at the address(es): {{ Insert DAO Address(es) with chainId following in parens }} (“***Community***”). We’re excited you’re here and grateful for your participation! 4 | 5 | We do have some rules that you must follow to be part of this Community. 6 | 7 | By joining, participating in, or contributing to this Community, you agree to adhere to this Code of Conduct (“***Code***”). 8 | 9 | If you do not follow this Code, then you may be removed from this Community and lose your related Community assets. 10 | 11 | ## Our Mission 12 | 13 | {{ Insert DAO Mission }} 14 | 15 | ## Community DOs and DON’Ts 16 | 17 | To keep this Community productive, healthy, and welcoming, and to make it more likely we achieve our mission, we follow these Community *DOs* and *DON’Ts*. 18 | 19 | **DO:** 20 | * Participate and contribute actively to this community. 21 | * Behave as if you’re speaking face-to-face with someone who you trust, like, and respect. 22 | * Treat everyone with respect, like you’d want to be treated. 23 | * Be a good, kind, fair person. 24 | * Disagree, debate, and discuss, but in a friendly, open-minded manner. 25 | * Represent your point of view, but also be open to being wrong, be ready to change your mind, and be comfortable not getting your way. 26 | * Take responsibility for your actions and admit your mistakes. 27 | * Disclose any potential conflicts of interest. 28 | * Prioritize the interests of this Community when participating in or contributing to this Community. 29 | * Follow any of this Community’s rules related to confidentiality of information. 30 | 31 | **DON’T:** 32 | * Harass, bully, threaten, troll, abuse, or spam any person or any group. 33 | * Let debates get personal. 34 | * Misrepresent who you are, what you’re doing here, or your intentions. 35 | * Post information you know is false, misleading, or inaccurate. 36 | * Take credit for work that isn’t yours. 37 | * Post or share personal or private information about another person. 38 | * Try to damage or get unauthorized access to any system, data, password, or other information. 39 | * Share information that you don’t have the right to share. 40 | * Take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone or any institution. 41 | 42 | ## Enforcement 43 | 44 | All members of this Community are responsible for ensuring that every other member follows this Code. If you witness a violation of this Code, please report it to an administrator or similar authority designated by this Community, which may include a registry or other protocol for automating disclosures and dispute resolution ("Administrators"). 45 | 46 | If you do not follow this Code, the Administrators can edit your Community posts and remove you from the Community, including reclaiming or slashing your Community assets. 47 | 48 | * For the first minor offense, Administrators will issue a warning to the person. 49 | * For the second minor offense, Administrators will issue a warning to the person and temporarily remove the person from the Community. 50 | * For one serious offense or a third minor offense, Administrators will remove the person from the group permanently. 51 | 52 | In enforcing these rules, Administrators will give the benefit of the doubt to the person accused of violating the rules and will err on the side of less enforcement. Whether to take any enforcement action is in the complete discretion of the Administrators. 53 | 54 | ## Waiver of Claims and Limitation of Liability 55 | 56 | Administrators have no liability whatsoever for any enforcement action or lack of enforcement action. 57 | 58 | If you are removed from this Community for any reason, no other member of this Community will be liable under contract, tort, strict liability, negligence, other legal or equitable theory, or otherwise for any indirect, incidental, punitive, consequential, special, or exemplary damages of any kind. 59 | 60 | ## Ratification 61 | 62 | This Code may be ratified by this Community through a vote or similar form of consensus. In such case, bracketed terms shall be filled by reasonable inferences, including this Community's ledger, social media, and related records. 63 | -------------------------------------------------------------------------------- /ops/AMLPolicy.md: -------------------------------------------------------------------------------- 1 | [Company Name] 2 | 3 | Internal Anti-Money Laundering (AML) Program/Policy 4 | 5 | Effective Date: [Date] 6 | 7 | 1. Introduction 8 | 9 | [Company Name] is dedicated to combating money laundering and any activities that facilitate money laundering or the financing of terrorist or criminal enterprises. The purpose of this Anti-Money Laundering (AML) Program/Policy is to establish a comprehensive, risk-based approach for the detection, prevention, and reporting of such activities in accordance with relevant laws and regulations, including the Bank Secrecy Act (BSA), the USA PATRIOT Act, and the Financial Action Task Force (FATF) Recommendations. 10 | 11 | 2. AML Compliance Officer 12 | 13 | [Company Name] shall designate an AML Compliance Officer (ACO) responsible for overseeing the implementation, monitoring, and enforcement of the AML Program/Policy. The ACO will ensure all employees receive appropriate training and understand their responsibilities under this policy. Additionally, the ACO will be accountable for reporting any suspicious activities to the relevant authorities. 14 | 15 | 3. Employee Training 16 | 17 | All employees of [Company Name] must complete AML training that covers the following topics: 18 | 19 | a. Comprehending money laundering and terrorist financing risks; 20 | b. Legal obligations under applicable AML laws and regulations; 21 | c. Recognizing and reporting suspicious activities; 22 | d. Customer identification and verification procedures; 23 | e. Recordkeeping requirements; 24 | f. Privacy and data protection obligations; and 25 | g. Internal controls and procedures to prevent money laundering and terrorist financing. 26 | 27 | Training will be provided upon employment and updated periodically to ensure employees remain current on the latest developments in AML regulations and industry best practices. 28 | 29 | 4. Customer Due Diligence (CDD) 30 | 31 | [Company Name] will implement risk-based customer identification and verification procedures, which may include: 32 | 33 | a. Collecting and verifying customer identification information, such as name, address, date of birth, identification number, and other pertinent data; 34 | b. Gathering additional information regarding the purpose and intended nature of the business relationship; 35 | c. Monitoring customer transactions to identify unusual patterns of activity; 36 | d. Conducting enhanced due diligence for high-risk customers or transactions; and 37 | e. Regularly reviewing and updating customer information. 38 | 39 | 5. Recordkeeping 40 | 41 | [Company Name] will maintain records of all customer identification and transaction information for a minimum period of five (5) years or as required by applicable laws and regulations. This includes, but is not limited to: 42 | 43 | a. Customer identification documents and verification data; 44 | b. Account files and business correspondence; 45 | c. Records of transactions, including amounts, dates, and relevant details; and 46 | d. Internal and external suspicious activity reports. 47 | 48 | 6. Reporting of Suspicious Activities 49 | 50 | Employees of [Company Name] are required to report any suspicious activities to the ACO. The ACO will evaluate the information and, if warranted, file a Suspicious Activity Report (SAR) with the appropriate authorities. Employees must refrain from disclosing to the customer or any third party that a SAR has been filed or that an investigation is in progress. 51 | 52 | 7. Internal Controls 53 | 54 | [Company Name] will implement robust internal controls to ensure ongoing compliance with this AML Program/Policy, including: 55 | 56 | a. Regular risk assessments to identify and mitigate money laundering and terrorist financing risks; 57 | b. Independent audits to gauge the effectiveness of the AML Program/Policy and pinpoint areas for improvement; 58 | c. Continuous monitoring of transactions and customer relationships to detect suspicious activities; and 59 | d. Effective communication of AML policies and procedures to all employees. 60 | 61 | 8. Penalties for Non-Compliance 62 | 63 | Non-compliance with this AML Program/Policy may result in disciplinary action, up to and including termination of employment. Moreover, non-compliance may expose [Company Name] and its employees to substantial civil and criminal penalties under applicable laws and regulations. 64 | 65 | 9. Policy Review and Updates 66 | 67 | This AML Program/Policy will be reviewed periodically to ensure its continued effectiveness and to incorporate any changes in legal requirements or industry best practices. Updates will be communicated to all employees as needed. 68 | 69 | By implementing this AML Program/Policy, [Company Name] demonstrates its commitment to fighting money laundering and terrorist financing, as well as upholding its legal and regulatory obligations. All employees are expected to adhere to this policy and contribute to the prevention of these illicit activities. 70 | -------------------------------------------------------------------------------- /ip/Digital Image License Agreement: -------------------------------------------------------------------------------- 1 | DIGITAL CONTENT LICENSE AGREEMENT 2 | 3 | Read these terms and conditions carefully before using or purchasing the Digital Content from the Licensor. By using or purchasing the Digital Content from the Licensor, you agree to be bound by the terms and conditions of this Agreement. If you do not accept the terms and conditions in this Agreement, do not use or purchase the Digital Content from the Licensor. 4 | 5 | THIS DIGITAL CONTENT LICENSE (the 'Agreement') dated this {date} (the “Effective Date”) by and between: 6 | 1. {daoName, daoAddress} (the 'Licensor'); and 7 | 2. {msg.sender} (the 'Licensee') 8 | (individually the 'Party' and collectively the 'Parties') 9 | 10 | IN CONSIDERATION OF the Licensor providing the Digital Content to the Licensee and the Licensee paying the Licensor the Purchase Price, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows: 11 | 12 | Digital Content 13 | 1. The Licensor owns and is providing to the Licensee the digital content described below (the 'Digital Content): {token contract and id} 14 | 15 | License 16 | 2. The Digital Content is the property of the Licensor and is copyrighted by law. The Digital Content shall not be copied, published, or used in any way except as provided for in this Agreement. The Licensor reserves the right to use the Digital Content on the Licensor’s website and for the Licensor’s own marketing or advertising purposes. 17 | 3. The Licensor will provide the Digital Content to the Licensee from {contract timestamp} to {Trade.expiry} (such period, the 'License Term'). Licensor reserves the right to modify the duration of the License Term. 18 | 19 | Permitted Use 20 | 4. The Licensee shall only use the Digital Content in accordance with this Agreement. 21 | 5. The Licensee shall use the Digital Content for personal, non-commercial use only, and subject to the restrictions on use set out in this Agreement (the 'Permitted Use') for the duration of the License Term. 22 | 6. Personal, non-commercial use means the Licensee may display the Digital Content on their personal computers and may print the Digital Content for personal use. The Licensee may also display the Digital Content on their personal websites, social media, and any other Internet presence. . 23 | 24 | Restrictions on Use 25 | 8. The Licensee shall not resell, sub-licence or redistribute the Digital Content except as provided for in this Agreement. 26 | 9. The Licensee shall not use the Digital Content in a commercial manner to earn money, for marketing or advertising purposes, or in a trade mark, except as provided for in this Agreement. 27 | 10. The Licensee shall not use the Digital Content in an obscene, defamatory or immoral way. 28 | 11. The Licensee shall not use, and shall not allow to be used, the Digital Content for any purposes prohibited by the laws of {jurisdiction}. 29 | 12. The Licensee shall not alter the Digital Content in any way. 30 | 13. The Licensee shall not allow others to use the Digital Content and shall not use the Digital Content in a way that allows others to download or redistribute the Digital Content except in accordance with this Agreement. 31 | 32 | Price 33 | 14. The Licensee will pay {Trade.payment in units of Trade.currency} (the 'Purchase Price'), for the Permitted Use of the Digital Content. 34 | Warranties 35 | 16. The Licensor warrants that the Licensor is entitled to grant the use of the Digital Content described in this Agreement, and that this Agreement does not infringe the rights of third parties. 36 | 17. 37 | 38 | Liability & Indemnity 39 | 18. The Licensor will not be liable for any third party claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees or costs of any kind or amount whatsoever resulting from the Licensee’s use of the Digital Content. 40 | 19. The Licensee agrees to defend, indemnify and hold harmless the Licensor and its officers, employees, agents and suppliers against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever resulting from or arising out of the unauthorized use of the Digital Content by the Licensee, or its officers, employees, agents or suppliers, or the Licensee's breach of this Agreement. 41 | 42 | Expiry or Termination 43 | 20. This Agreement will expire on {Trade.expiry} , or unless otherwise terminated for any of the reasons set out below. 44 | 21. This Agreement shall terminate immediately upon the failure of the Licensee to comply with the terms and conditions herein. 45 | 46 | 47 | 24. Upon expiry or termination of this Agreement, the Licensee shall discontinue the use of the Digital Content. 48 | 49 | Intellectual Property Rights 50 | 25. The Licensor retains all intellectual property rights in the Digital Content, including the sole copyright to the Digital Content. Nothing in this Agreement shall operate to transfer, assign or otherwise grant any party any right or interest in the Licensor's intellectual property rights or affect ownership by the Licensor of intellectual property rights with regard to the Digital Content. 51 | 26. Any use, under any conditions not specifically allowed for in this Agreement, may constitute a violation of the copyright laws of {jurisdiction}or international copyright agreements. 52 | 27. The Licensee shall not falsely represent that they are the original creator of the Digital Content. 53 | 54 | Export Laws 55 | 28. In order to purchase a license for the Digital Content, the Licensee must be in compliance with applicable export laws. 56 | 29. The Licensee shall not ship, transfer or export the Digital Content to any country in a manner prohibited by the laws of {jurisdiction} or use it in any manner prohibited by the laws of {jurisdiction}. 57 | 58 | Severability 59 | 31. If any terms or provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected and each unaffected term and provision will remain in full force and effect. 60 | 61 | Governing Law 62 | 32. This Agreement will be governed by and construed in accordance with the laws of {jurisdiction}, without regard to the jurisdiction in which any action may be instituted. The Licensee agrees to submit to the {jurisdiction} to bring any action or for the enforcement of this Agreement. Notwithstanding, the Licensor reserves the right to commence legal action to obtain injunctive relief in any court of competent jurisdiction. 63 | 64 | Assignment 65 | 33. The Licensee may not assign or transfer the Agreement or any rights granted without the prior written consent of the Licensor, and any attempted assignment or delegation without such consent will be void. 66 | 34. The Agreement will inure to the benefit and be binding upon the Licensor and the Licensee and their respective successors and assigns. 67 | 68 | Agreement of Parties 69 | 35. This Agreement constitutes the entire agreement between the Licensor and the Licensee with respect to the subject matter hereof and there are no further items or provisions, either oral or otherwise. 70 | -------------------------------------------------------------------------------- /fundraise/LLCjoinder.md: -------------------------------------------------------------------------------- 1 | # LLC MEMBERSHIP JOINDER AGREEMENT 2 | 3 | THIS LLC MEMBERSHIP JOINDER AGREEMENT (this “Agreement”) is entered into by and among [[DAO Name]] at the public key address [[DAO Contract Address]] (“Company”) and the accounts conducting transactions through its approved smart contract extensions (“Buyer”, and such smart contracts, “Joinder Contracts”). 4 | 5 | ## RECITALS 6 | 7 | WHEREAS, Buyer, desires to purchase from Company (also referred to herein as “Seller”), and Seller desires to sell to Buyer, tokenized membership units in the Company, subject to the terms set forth herein (such units, “Membership Interests”). 8 | 9 | NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 10 | 11 | ## AGREEMENT 12 | 13 | 1. Purchase and Sale of Membership Interest. 14 | 15 | (a) Buyer shall purchase from Seller, and Seller shall sell to Buyer, Membership Interests in exchange for capital contributions in cryptographic value according to the terms of the sale program recorded at the time of purchase in the Joinder Contracts. Such sale shall conclude and be effective upon the recording of the transfer in the Joinder Contracts. 16 | 17 | (b) Seller agrees and acknowledges that no certificate or certificates are necessary to evidence the Membership Interests that are being sold by Seller to Buyer hereunder; such transfer shall be deemed effective automatically, without further notice or instruction from Seller, and shall be further deemed an acceptance and joinder to the membership agreement of Seller (such agreement, the "Operating Agreement") effective at the time of purchase. 18 | 19 | 2. Representation and Warranties of Seller. 20 | 21 | Seller hereby represents and warrants to Buyer that: 22 | 23 | (a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of [[LLC Formation State]] with full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery, and performance by Seller of this Agreement have been duly authorized by all necessary corporate action on the part of Seller, and, this Agreement is legally binding upon Seller in accordance with its terms; 24 | 25 | (b) The execution, delivery, and performance by Seller of this Agreement and the transactions contemplated thereby will not (i) violate the provisions of any order, judgment, or decree of any court or other governmental agency or any arbitrator applicable to Seller or the organizational documents of Seller; or (ii) result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any contract or agreement to which Seller is a party or by which Seller is bound; 26 | 27 | (c) Seller is the sole beneficial and record holder of the Membership Interests, and upon consummation of the transactions contemplated by this Agreement, Seller shall have transferred to Buyer and Buyer shall have obtained from Seller all right, title and interest in the Membership Interests, free and clear of any and all liens, mortgages, hypothecations, collateral assignments, charges, encumbrances, title defects, security interests or claims (whether recorded or unrecorded) of any kind; 28 | 29 | (d) Seller has not retained any investment banker, broker, or finder in connection with the transactions contemplated by this Agreement; and 30 | 31 | (e) Seller has provided a copy of the Operating Agreement to Buyer for review, with such copy being deemed provided by notice of the public key address of the Company and a form of this Agreement that can be reasonably appended thereto. 32 | 33 | 3. Representations and Acknowledgments of Buyer. 34 | 35 | Buyer hereby represents and warrants to Seller that: 36 | 37 | (a) Buyer has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery, and performance by Buyer of this Agreement have been duly authorized by all necessary corporate actions on the part of Buyer, and, this Agreement is legally binding upon Buyer in accordance with its terms; 38 | 39 | (b) The execution, delivery, and performance by Buyer of this Agreement and the transactions contemplated thereby will not (i) violate the provisions of any order, judgment, or decree of any court or other governmental agency or any arbitrator applicable to Buyer or the organizational documents of Buyer; or (ii) result in a material breach of or constitute (with due notice or lapse of time or both) a material default under any contract or agreement to which Buyer is a party or by which Buyer is bound; 40 | 41 | (c) Buyer has not retained any investment banker, broker, or finder in connection with the transactions contemplated by this Agreement; and 42 | 43 | (d) Buyer has been provided a copy of the Operating Agreement and an opportunity to review, with such copy being deemed provided by notice of the public key address of the Company and a form of this Agreement that can be reasonably appended thereto. 44 | 45 | 4. Revised Membership Interests and Capital Accounts. The Membership Interests in the Company, adjusted to reflect the transfers hereunder shall be as set and recorded by the Joinder Contracts and the organizational code of the Seller (the "DAO") on the public key addresses associated with the Joinder Contracts and the DAO. 46 | 47 | 5. Binding Effect. This Agreement shall be binding upon the legal representatives and successors of Seller and Buyer. 48 | 49 | 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [[Choice of Law]], without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of [[Choice of Law]] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of [[Choice of Law]]. 50 | 51 | 7. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively in online arbitration by arbitrator(s) selected by the parties, or in the absence of such selection, by the parties, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All costs of the arbitration and the fees of the arbitrators shall be allocated between the parties as determined therein, it being the intention of the parties that the prevailing party in such a proceeding be made whole with respect to its expenses. 52 | 53 | 8. Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the sale of the Membership Interest by Seller and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties with respect to such sale. 54 | 55 | 9. Counterparts. This Agreement may be signed in counterparts with the same effect as if the signature on each such counterpart were on the same instrument. Facsimiles of signatures shall be deemed to be originals. 56 | -------------------------------------------------------------------------------- /formation/verein/SwissVerein.md: -------------------------------------------------------------------------------- 1 | ## Article 1 - Name and Registered Office 2 | 3 | Under the name of xxxxx an association (Verein) according to art. 60. et seq of the Swiss Civil Code (Schweizerisches Zivilgesetzbuch) the following provisions of the articles of association are established. 4 | 5 | The Association has its seat in xxxx, Switzerland. 6 | 7 | ## Article 2 - Purpose 8 | 9 | The purpose of the Association is to develop the xxxx project which aims to xxxx 10 | The Association may purchase, encumber, sell and manage real estate in Switzerland and abroad. The Association is not subject to the authorization requirement of the acquisition of real estate pursuant to the Federal Law on the Acquisition of Real Estate by Persons Abroad of December 1983. 11 | 12 | ## Article 3 - Membership 13 | 14 | Natural persons and/or legal entities shall be admitted as members of the Association. 15 | The membership is established by submitting a written declaration of accession to the Committee’s attention, paying the member subscription and the Committee resolution. 16 | The Committee informs the General Meeting about the admission of the new members. 17 | The Committee’s resolution on the admission of a new member shall be made at its own discretion. The Committee may, among other things, make special demands on the admission of a new member. The Committee may refuse the membership without reason. 18 | 19 | ## Article 4 - Resignation and Exclusion 20 | 21 | Membership is terminated by: 22 | Resignation. A member may resign from the Association by submitting a written notice. The termination may take effect at any time; and 23 | Exclusion. The Committee may expel a member in case of a serious breach of the articles of association by written notice. The Committee decides on such exclusion with a majority of the votes cast in the Committee Meeting. The expelled member may appeal against the Committee's expulsion resolution within 30 days of its written notice to the General Meeting. The appeal must be submitted to the Committee. The General Meeting's resolution regarding the objection is passed by the majority of all votes represented 24 | 25 | ## Article 5 - Organisation 26 | 27 | The Association shall be composed of: 28 | The General Meeting 29 | The Committee 30 | The Auditors 31 | 32 | ## Article 6 - General Meeting 33 | 34 | The General Meeting of members is the supreme governing body of the Association, In particular, it has the following powers; 35 | to elect and dismiss the members of the Committee; 36 | to elect the President of the Committee; 37 | to elect the Auditors; 38 | to approve the annual accounts of the Association; 39 | to discharge the members of the Committee; 40 | to determine the subscriptions to be paid by the members; 41 | to determine and amend the articles of association 42 | to approve or disapprove appeals regarding the Committee’s exclusion resolutions 43 | to resolve the dissolution of the Association; 44 | to resolve on matters reserved for it by law or the articles of association or submitted by the Committee. 45 | 46 | ## Article 7 - Convocation of the General Meeting 47 | 48 | The General Meeting is convened by the President of the Committee. Moreover, it must be convened if one-fifth of the members of the Association so request. 49 | The ordinary General Meeting takes place every year within six months after the end of the financial year. 50 | Notice convening the General Meeting must be given no later than 30 days, in case of an extraordinary General Meeting at least 10 days, before the date for which it is scheduled. It must include the agenda items. 51 | 52 | ## Article 8 - Voting Rights and Adoption of Resolutions 53 | 54 | At the General Meeting, each member of the Association shall have one vote. Unless provided otherwise by mandatory provisions of law resolutions and elections are passed by the majority of all votes represented. 55 | 56 | ## Article 9 - Committee 57 | 58 | The Committee consists of one or more members. The Committee constitutes itself, with the exception of the president of the Committee who is elected by the General Meeting. 59 | In particular the Committee has the following powers: 60 | To prepare the General Meeting 61 | To execute the General Meeting resolutions 62 | To resolve the admission and the exclusion of the Association’s memes 63 | To deal with suggestions, petitions and complaints of the members of the Association 64 | To prepare the budget and the annual accounts 65 | To manage the association’s assets 66 | To carry out activities with regard to fulfil the purpose of the Association 67 | Moreover, the Committee is entitled to all further powers, which are not reserved expressly by law or the articles of association to another power of the Association. 68 | 69 | ## Article 10 - Representation and Signatory Power 70 | 71 | The Association is represented by the Committee in relation to third parties. The Committee determines who is authorized to sign and to what extent. 72 | 73 | ## Article 11 - Auditors 74 | 75 | The General Meeting elects one or two natural persons or a legal entity (e.g. fiduciary company, etc.) as Auditors for one year. 76 | The financial statements shall be prepared annually. The Auditors examine and verify the annual financial statements and present its findings to the General Meeting. 77 | The General Meeting may waive election of statutory auditors if the Association does not exceed two of the following thresholds in two successive financial years. 78 | A balance sheet total of 10 Million francs 79 | Sales revenue of 20 Million francs 80 | 50 full-time positions on annual average 81 | This waiver also applies to the subsequent years. However, each member who is personally liable to make additional contributions has the right to request that a limited audit be implemented and the corresponding statutory auditors be elected. 82 | 83 | ## Article 12 - Resources 84 | 85 | The financial resources to pursue the purpose of the Association consists of: 86 | Member subscriptions which are determined by the General Meeting on proposal of the Committee; 87 | Resources from events and the Association’s assets; 88 | Voluntary contributions (sponsorship, donations, bequests); 89 | Loans. 90 | 91 | ## Article 13 - Member Subscriptions 92 | 93 | The General Meeting may determine the member subscriptions. 94 | Resigning or excluded members of the Association shall pay the subscriptions until the end of the year. 95 | 96 | ## Article 14 - Liability 97 | 98 | The Association is liable for its obligations with its assets. Any personal liability of its members is expressly excluded. 99 | 100 | ## Article 15 - Commercial Register 101 | 102 | The Association may file for registry in the Commercial Register even if not required by law. 103 | 104 | ## Article 16 - Dissolution and liquidation 105 | 106 | The General Meeting resolves to dissolve Association with an at least two thirds majority of all votes represented. In case the dissolution is resolved, the Committee shall execute the liquidation if the General Meeting does not appoint any liquidator. 107 | In case of dissolution of the Association debts, levies and other obligations must be paid. The remaining assets shall be allocated in accordance with the purpose of the Association by resolution of the General Meeting. 108 | -------------------------------------------------------------------------------- /ops/fundraise/AccreditationQuestionnaire.md: -------------------------------------------------------------------------------- 1 | # INVESTOR SUITABILITY QUESTIONNAIRE 2 | 3 | [Company Name] 4 | 5 | This Questionnaire is being distributed to certain individuals and entities which may be offered the opportunity to purchase securities (the “Securities”) by [Company Name], a [Company Formation] (the “Company”). The purpose of this Questionnaire is to assure the Company that all such offers and purchases will meet the standards imposed by the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws. 6 | 7 | All answers will be kept confidential. However, by signing this Questionnaire, the undersigned agrees that this information may be provided by the Company to its legal and financial advisors, and the Company and such advisors may rely on the information set forth in this Questionnaire for purposes of complying with all applicable securities laws and may present this Questionnaire to such parties as it reasonably deems appropriate if called upon to establish its compliance with such securities laws. The undersigned represents that the information contained herein is complete and accurate and will notify the Company of any material change in any of such information prior to the undersigned’s investment in the Company. 8 | 9 | 10 | ## FOR INDIVIDUAL INVESTORS 11 | Accredited Investor Certification. 12 | 13 | The undersigned makes one of the following representations regarding its income, net worth, status as a “family client” of a “family office,” and/or certain professional certifications or designations and certain related matters and has checked the applicable representation: 14 | 15 | [__] The undersigned’s income during each of the last two years exceeded $200,000 or, if the undersigned is married or has a spousal equivalent , the joint income of the undersigned and the undersigned’s spouse or spousal equivalent, as applicable, during each of the last two years exceed $300,000, and the undersigned reasonably expects the undersigned’s income, from all sources during this year, will exceed $200,000 or, if the undersigned is married or has a spousal equivalent, the joint income of undersigned and the undersigned’s spouse or spousal equivalent, as applicable, from all sources during this year will exceed $300,000. 16 | 17 | [__] The undersigned’s net worth, including the net worth of the undersigned’s spouse or spousal equivalent, as applicable, is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence). 18 | 19 | [__] The undersigned is a holder in good standing of one or more of the following certifications or designations administered by the Financial Industry Regulatory Authority, Inc. (FINRA): the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82). 20 | 21 | [__] The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), of a family office as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment, and whose prospective investment is directed by such family office pursuant to clause (iii) of this sentence. 22 | 23 | [__] The undersigned cannot make any of the representations set forth above. 24 | 25 | ## FOR ENTITY INVESTORS 26 | Accredited Investor Certification. 27 | 28 | The undersigned makes one of the following representations regarding its net worth and certain related matters and has checked the applicable representation: 29 | 30 | [__] The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. 31 | 32 | [__] The undersigned is a bank, an investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state, any investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act, an insurance company, an investment company registered under the United States Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act, as amended, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the Advisers Act. 33 | 34 | [__] The undersigned is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the undersigned has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors. 35 | 36 | [__] The undersigned is a corporation, limited liability company, partnership, business trust, not formed for the purpose of acquiring the Securities, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case with total assets in excess of $5,000,000. 37 | 38 | [__] The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify under any of the above subparagraphs, or, if an individual, each such individual has a net worth,2 either individually or upon a joint basis with such individual’s spouse or spousal equivalent, as applicable, in excess of $1,000,000 (within the meaning of such terms as used in the definition of “accredited investor” contained in Rule 501 under the Act), or has had an individual income1 in excess of $200,000 for each of the two most recent years, or a joint income with such individual’s spouse or spousal equivalent, as applicable, in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. 39 | 40 | [__] The undersigned is an entity, of a type not listed in any of the paragraphs above, which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000. 41 | 42 | [__] The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment. 43 | 44 | [__] The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above paragraph and whose prospective investment is directed by such family office pursuant to clause (iii) of the above paragraph. 45 | 46 | [__] The undersigned cannot make any of the representations set forth above. 47 | 48 | IN WITNESS WHEREOF, the undersigned has executed this Investor Suitability Questionnaire as of the date written below. 49 | 50 | Name of Investor 51 | 52 | 53 | (Signature or /s/) 54 | 55 | 56 | Name of Signing Party (Please Print if Applicable) 57 | 58 | 59 | Title of Signing Party (Please Print if Applicable) 60 | 61 | 62 | ETH Address 63 | 64 | 65 | 66 | Date Signed 67 | -------------------------------------------------------------------------------- /ops/ServicesAgreement.md: -------------------------------------------------------------------------------- 1 | **GENERAL SERVICE AGREEMENT (the “Agreement”) dated this {{DATE}}** 2 | 3 | **BETWEEN** 4 | 5 | **{{CUSTOMER}}** 6 | **(the “Customer”)** 7 | 8 | **- AND -** 9 | 10 | **{{SERVICE PROVIDER}}** 11 | **(the “Service Provider”).** 12 | 13 | **BACKGROUND:** 14 | 15 | The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer. 16 | The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. 17 | 18 | **IN CONSIDERATION OF** the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the “***Party***” and collectively the “***Parties***” to this Agreement) agree as follows: 19 | 20 | **Services Provided** 21 | 22 | 1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the “***Services***”) consisting of: 23 | 24 | • Providing the following services by demand: [consultation, web3 development, advertising, graphic design, web design, audiovisual and photography.] 25 | 26 | 2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Customer. 27 | 28 | **Term of Agreement** 29 | 30 | 3. The term of this Agreement (the “***Term***”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. 31 | 32 | 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days notice to the other Party. 33 | 34 | 5. Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement. 35 | 36 | **Performance** 37 | 38 | 6. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 39 | 40 | **Currency** 41 | 42 | 7. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Dai Stablecoin. 43 | 44 | **Compensation** 45 | 46 | 8. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the “***Compensation***”) to the Service Provider as follows: 47 | 48 | • The Customer will pay the Service Provider per project agreed. Each project has its own costs and the Service Provider agrees to inform the Customer what are the costs involved when setting the quotation and the Customer agrees to pay the total amount when the project is delivered. 49 | 50 | 9. The Compensation will be payable upon completion of the Services. 51 | 52 | 10. The above Compensation includes all applicable sales tax, and duties as required by law. 53 | 54 | **Reimbursement of Expenses** 55 | 56 | 11. The Service Provider will not be reimbursed for expenses incurred by the Service Provider in connection with providing the Services of this Agreement. 57 | 58 | **Confidentiality** 59 | 60 | 12. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer. 61 | 62 | 13. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Customer. This obligation will survive indefinitely upon termination of this Agreement. 63 | 64 | 14. All written and oral information and material disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider. 65 | 66 | **Return of Property** 67 | 68 | 15. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer. 69 | 70 | **Capacity/Independent Contractor** 71 | 72 | 16. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 73 | 74 | **Notice** 75 | 76 | 17. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: 77 | 78 | a. CUSTOMER Email: [receiver@email.com] 79 | 80 | b. SERVICE PROVIDER EMAIL: [sender@email.com] 81 | 82 | or to such other address as any Party may from time to time notify the other. 83 | 84 | **Dispute Resolution** 85 | 86 | 18. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. 87 | 88 | 19. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of New South Wales. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of New South Wales. 89 | 90 | **Modification of Agreement** 91 | 92 | 20. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. 93 | 94 | **Time of the Essence** 95 | 96 | 21. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 97 | 98 | **Assignment** 99 | 100 | 22. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. 101 | 102 | **Entire Agreement** 103 | 104 | 23. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 105 | 106 | **Enurement** 107 | 108 | 24. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. 109 | 110 | **Titles/Headings** 111 | 112 | 25. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 113 | 114 | **Governing Law** 115 | 116 | 26. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of New South Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted. 117 | 118 | **Severability** 119 | 120 | 27. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 121 | 122 | **Waiver** 123 | 124 | 28. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 125 | 126 | **IN WITNESS WHEREOF** the Parties have duly affixed their signatures under hand and seal on this {{DATE}}. 127 | 128 | **SIGNED, SEALED, AND DELIVERED** 129 | 130 | in the presence of: 131 | 132 | CUSTOMER: 133 | 134 | {{Company Signatory}} 135 | 136 | SERVICE PROVIDER: 137 | 138 | {{Service Provider Signatory}} 139 | -------------------------------------------------------------------------------- /ops/PrivacyPolicy.md: -------------------------------------------------------------------------------- 1 | # {{Company Name}} Privacy Policy 2 | 3 | Last modified: {{Effective Date}} 4 | 5 | This privacy policy ("***Privacy Policy***") governs data collection and usage of the services, software, platform, and websites provided by {{Company Name}} ("{{Company Name}}," "we," "us," or "our") and any of its affiliates (collectively, the "***Services***"). This Privacy Policy is intended to meet requirements globally, including those in North America, Europe, APAC, and other jurisdictions. By using the Services, you consent to the data practices described in this Privacy Policy. Please read this document carefully and ensure that you understand it. If you do not agree to any part of this Privacy Policy, then you should stop accessing the Services immediately. Please read this carefully as this Privacy Policy is legally binding when you use the Services. 6 | 7 | If you use the Services, {{Company Name}} may request certain personally-identifiable information ("***PII***"). This may include contact information such as your email address. In addition, {{Company Name}} may collect personal information regarding other accounts you choose to link with {{Company Name}} or the Services (*e.g.*, Metamask, Google, *etc.*). 8 | 9 | If you contact {{Company Name}} in person, by phone, email, instant messaging, live chat, or by some other means (either through the Services or through a third-party service), {{Company Name}} may keep a record of your contact information and correspondence for later reference. 10 | 11 | {{Company Name}} retains the personal information it receives as described in this Privacy Policy for as long as you use the Services or as necessary to fulfill the purpose(s) for which it was collected, provide the Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce {{Company Name}} agreements, and comply with applicable laws. 12 | 13 | ## Your rights 14 | 15 | ### Right to access 16 | 17 | As a data subject you have the right to obtain from us free information about your personal data processed at any time and a copy of this information. Furthermore, you will have access to the following information: the purposes of the processing; the categories of personal data concerned; where possible, the envisaged period for which the personal data will be processed, or, if not possible, the criteria used to determine that period; the existence of the right to request from us rectification or erasure of personal data, or restriction of processing of personal data concerning you, or to object to such processing; the existence of the right to lodge a complaint with a supervisory authority; where the personal data are not collected directly from you, any available information as to their source; and the existence of automated decision-making, including profiling, and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for you. 18 | 19 | ### Right to rectification 20 | 21 | You have the right to obtain from us, without undue delay, the rectification of inaccurate personal data concerning you. Taking into account the purposes of the processing, you shall have the right to have incomplete personal data completed, including by means of providing a supplementary statement. 22 | 23 | ### Right to be forgotten 24 | 25 | You have the right to obtain from us the erasure of personal data concerning you as soon as possible, and we shall have the obligation to erase personal data without undue delay where required by the law, including when: 26 | 27 | - the personal data is no longer necessary in relation to the purposes for which they were collected or otherwise processed; 28 | 29 | - there is no longer a legal ground for the processing; 30 | 31 | - you object to the processing and there are no overriding legitimate grounds for the processing; 32 | 33 | - the personal data has been unlawfully processed; 34 | 35 | - the personal data must be erased for compliance with a legal obligation in accordance with the applicable law to which we are subject. 36 | 37 | ### Right to restriction of processing 38 | 39 | You have the right to obtain from {{Company Name}} restriction of processing where one of the following applies: 40 | 41 | - the accuracy of the personal data is contested by you, for a period enabling us to verify the accuracy of the personal data; 42 | 43 | - the processing is unlawful and you oppose the erasure of the personal data and requests instead the restriction of their use instead; 44 | 45 | - we no longer needs the personal data for the purposes of the processing, but they are required by you for the establishment, exercise or defense of legal claims; and/or 46 | you have objected to processing pursuant to applicable laws. 47 | 48 | ### Right to object 49 | 50 | You have the right to object, on grounds relating to your particular situation, at any time, to the processing of personal data concerning you. We shall no longer process the personal data in the event of the objection, unless we can demonstrate reasonable grounds for the processing, which override the interests, rights and freedoms of you, or for the establishment, exercise or defense of legal claims. 51 | 52 | ### Right to withdraw data protection consent 53 | 54 | You have the right to withdraw your consent to the processing of your personal data at any time. 55 | 56 | ## International transfers 57 | 58 | We are entitled to transfer your personal data to third parties abroad for the purposes of data processing. 59 | 60 | As personal data processors, they are obliged to protect data privacy to the same extent as we ourselves. We choose the processors carefully to ensure compliance with applicable laws. 61 | 62 | ## Data security 63 | 64 | We use appropriate technical and organizational security measures to protect your personal data. Our security measures are continuously improved in line with technical developments. 65 | 66 | ## Duration of data processing 67 | 68 | We will process your personal data only for the period necessary to achieve the purpose of the processing, or as required by applicable laws. After the period the personal data will be deleted. 69 | 70 | ## Other Notices 71 | 72 | ### California Online Privacy Protection Act 73 | 74 | CalOPPA is the first state law in the nation to require commercial websites and online services to post a privacy policy. The law’s reach stretches well beyond California to require a person or company in the United States (and conceivably the world) that operates websites collecting personally identifiable information from California consumers to post a conspicuous privacy policy on its website stating exactly the information being collected and those individuals with whom it is being shared, and to comply with this Privacy Policy. See more at: http://consumercal.org/california-online-privacy-protection-act-caloppa/#sthash.0FdRbT51.dpuf 75 | 76 | According to CalOPPA, {{Company Name}} agrees to the following: 77 | 78 | — Users can explore the Services anonymously; 79 | — Once this Privacy Policy is created, {{Company Name}} will add a link to it on its home page, or at a minimum, on the first significant page after entering the {{Company Name}} website central to the Services; 80 | — The {{Company Name}} Privacy Policy link includes the word ‘Privacy’, and can be easily be found on the page(s) specified above; and 81 | — Users will be notified of any privacy policy changes on the {{Company Name}} Privacy Policy page. 82 | 83 | Users are able to change their personal information: 84 | 85 | — By emailing {{Company Name}}. 86 | — By calling {{Company Name}}. 87 | — By chatting with or sending {{Company Name}} representatives a ticket. 88 | 89 | **Children** 90 | 91 | This site and the Services are not targeted towards children, and {{Company Name}} does not knowingly collect PII from children under the age of thirteen (13). If you become aware that a child has provided [[Company Name]] or its affiliates with PII, please contact [[Company Name]] as set forth in this Privacy Policy. If you are a parent or legal guardian of a minor child, [[Company Name]] will treat any information that you provide [[Company Name]] while using the Services on behalf of your minor child as PII as otherwise provided in this Privacy Policy. 92 | 93 | If you have questions concerning {{Company Name}} information practices with respect to children, or if you learn that a child under the age of thirteen (13) has used the Services or provided [[Company Name]] with personal information, please email the Company at its public contact address. 94 | 95 | **We Reserve the Right to Update and Revise This Privacy Policy at Any Time** 96 | 97 | We occasionally review this Privacy Policy to make sure it complies with applicable laws and conforms to changes in the Services. We may need to update this Privacy Policy, and we reserve the right to do so at any time. If we make a change to this Privacy Policy that, in our sole discretion, is material, we will provide you with additional notice. By continuing to use the Services after Privacy Policy changes go into effect, you agree to be bound by the revised policy. We strongly encourage you to review the Privacy Policy whenever you access or use the Services or otherwise interact with us to stay informed about our information practices and your privacy rights and choices. 98 | -------------------------------------------------------------------------------- /ops/RepresentationAgreement.md: -------------------------------------------------------------------------------- 1 | # DAO REPRESENTATION AGREEMENT 2 | 3 | This DAO REPRESENTATION AGREEMENT (this “Agreement”) is made as of [[Effective Date]], by and between [[DAO Name]] (the “DAO”)[, a [[DAO Legal Structure]]] rooted on the [[Blockchain Name]], chainId:[[chainId]] at the public key [[DAO Public Key]] (the “Public Key”), and [[Representative Name]], a [[Representative Legal Structure]] (the “Representative”). 4 | 5 | ## RECITALS 6 | 7 | WHEREAS, the DAO desires to engage the Representative to manage its legal operational concerns, and the Representative desires to offer such services on the terms set forth herein; 8 | 9 | AND WHEREAS, the Representative is the sole controller of the public key [[Representative Public Key]] at the [[Blockchain Name]], chainId:[[chainId]]; 10 | 11 | NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 12 | 13 | **1. Appointment of Representative; Relationship of DAO and the Representative.** 14 | Representative shall provide legal operational support services to the DAO, as hereinafter provided. The Representative, at all times, shall be independent of the DAO. Nothing contained herein shall be deemed to make or render the DAO a partner, co-venturer or other participant in the business or operations of the Representative, or in any manner to render DAO liable, as principal, surety, guarantor, agent or otherwise for any of the debts, obligations or liabilities of Representative. Similarly, nothing contained herein shall be deemed to make or render the Representative a partner, co-venturer or other participant in the business or operations of the DAO, or in any manner to render Representative liable, as principal, surety, guarantor, agent or otherwise for any of the debts, obligations or liabilities of DAO. 15 | 16 | **2. Representation Services.** 17 | Commencing on the date of this Agreement, Representative will provide, supply and render such legal operational support services as are necessary to provide service to the DAO and as authorized by the Public Key, and, as more specifically described below, shall: 18 | 19 | (a) Enter into business agreements on behalf of the DAO. 20 | 21 | (b) Enforce the rights of the DAO under its business agreements as a beneficiary, including, but not limited to, service and asset purchase agreements. 22 | 23 | (c) Commence, defend and control all legal actions, arbitrations, investigations and proceedings that arise due to events occurring in connection with the business of the DAO during the term of this Agreement. 24 | 25 | (d) Receive and collect legal notices and provide information to the DAO concerning such notices. 26 | 27 | (e) Pay all amounts necessary to maintain the DAO in good standing with its state incorporation or related business ventures, as well as any fees for licenses or permits necessary to carry on such business as it is currently being conducted. 28 | 29 | Notwithstanding the foregoing, the Representative shall not have the authority, without the express written consent of the DAO in messages signed by the Public Key, to purchase in the name of the DAO, or for use by the DAO in its business, any assets outside the ordinary course of business, or incur any indebtedness outside the ordinary course of business. 30 | 31 | **3. Obligations of the DAO.** 32 | Prior to the expiration of this Agreement, the DAO shall provide the Representative with true and correct information relating to all functions for which the Representative has responsibility hereunder. 33 | 34 | **4. Additional Agreements of the Representative.** 35 | The Representative agrees that at all times during the term of this Agreement it shall, to the extent the DAO has adequate funds thereto: 36 | 37 | (a) Do nothing, and permit nothing to be done (which is within the control of the Representative), which will or might cause the DAO to operate in an improper or illegal manner. 38 | 39 | (b) Not cause a default in any of the terms, conditions and obligations of any of the contracts and other agreements of the DAO. 40 | 41 | (c) To the extent permissible by law, maintain in full force the licenses and permits of the DAO and comply fully with all laws respecting its formation, existence, activities and operations. 42 | 43 | (d) Allow the DAO and the employees, attorneys, accountants and other representatives of the DAO, full and free access to its books and records, and all of the facilities of the DAO relating to its business. 44 | 45 | **5. Multiple Representatives 46 | 47 | Should the DAO engage with multiple Representatives in either this Agreement or alternative contemporaneous Representative Agreements, no Representatives shall take any action that would negate, counter, hinder, or contradict the actions of another Representative. In the event of conflict between Representatives, any Representative involved in such a conflict shall cease ongoing actions that may be creating such a conflict and not take any further steps that may negate, counter, hinder, or contradict the actions of another Representative. As soon as the DAO or any Representative becomes aware of the existence of such a conflict, a proposal shall be submitted to the DAO to resolve the conflict and any Representative involved in such a conflict shall take no action until such a proposal has been completed. 48 | 49 | **6. Compensation.** 50 | 51 | (a) While Representative is engaged by the DAO hereunder and as otherwise provided in this Agreement, the DAO shall pay to Representative a quarterly fee in the amount of $[[Quarterly Compensation]], payable in advance, with the first payment being due and payable on [[First Compensation Date]], and each succeeding payment being due and payable on the first day of each succeeding calendar quarter during the term of this Agreement. 52 | 53 | (b) While Representative is engaged by the DAO hereunder, the DAO shall reimburse Representative for all reasonable and necessary out-of-pocket business, travel and legal operational expenses incurred by it in the performance of its duties and responsibilities hereunder, subject to the DAO’s normal policies and procedures for expense verification and documentation. 54 | 55 | **7. Term of Agreement; Termination of Rights.** 56 | 57 | (a) The term of this Agreement shall commence on its execution, and expire, unless terminated or extended in writing, on [[Termination Date]]. Upon termination of this Agreement, all books and records relating to the operation of the business of the DAO shall be immediately returned to the DAO. Notwithstanding the foregoing, the DAO may terminate this Agreement prior to the expiration of its term upon thirty (30) days advance notice and the payment to the Representative of a termination fee equal to [[Termination Fee]]. 58 | 59 | (b) The DAO may, at its option, upon ten (10) days’ written notice terminate this Agreement (if such default is not cured within such ten (10) day period or such longer period as required to effect a cure if a cure is commenced within 10 days and diligently prosecuted) if Representative shall violate or be in material breach of any provision, representation, warranty, covenant or undertaking herein. 60 | 61 | **8. Additional Provisions.** 62 | 63 | (a) This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto. 64 | 65 | (b) This Agreement shall be governed by, and construed in accordance with, the laws of [[Choice of Law]], without giving effect to its conflict of laws principles to the extent those principles or rules would require or permit the application of the laws of another jurisdiction. 66 | 67 | (c) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by online arbitration by [[Arbitrator]] in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 68 | 69 | (d) This Agreement may not be assigned without the express written consent of the parties hereto. 70 | 71 | (e) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 72 | 73 | (f) If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 74 | 75 | (g) The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 76 | 77 | (h) This Agreement can be unilaterally terminated by either party through a proposal to the DAO that clearly states the intention to terminate this Agreement. While such a proposal is pending, whether proposed by the Representative or the DAO, the Representative shall immediately cease any action on behalf of the DAO until such proposal has either passed or failed. 78 | 79 | (i) The DAO shall post, in a public a place as is possible, given the capacity of the DAO, the names of the Representatives while this Agreement is in place. 80 | 81 | IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 82 | 83 | **THE DAO** 84 | [[Public Key]] 85 | 86 | **THE REPRESENTATIVE** 87 | __________________ 88 | -------------------------------------------------------------------------------- /ops/ContributorAgreement.md: -------------------------------------------------------------------------------- 1 | > Adapted from Larry Florio DCA, [source](https://github.com/LarryFlorio/LegalForms/blob/main/DAO-Contributor-Agmt/DAO%20Contributor%20Agreement.md), License: MIT 2 | 3 | **DAO CONTRIBUTOR AGREEMENT** 4 | 5 | This DAO Contributor Agreement (the “**_Agreement_**”) is entered into between the organization known as [[Name of DAO]] (the “**_DAO_**”) and the contributor named on the signature page hereto (the “**_Contributor_**”) as of [[Date of Agreement]] (“**_Effective Date_**”). The DAO and the Contributor agree as follows: 6 | 7 | 8 | 1. **Services**. The Contributor agrees to consult with and provide such services to the DAO from time to time as are mutually agreed by the parties (the “**_Services_**”). 9 | 10 | 11 | 2. **Consideration**. As the sole consideration due to the Contributor for the Services, the DAO will provide such stablecoins or other cryptocurrency or assets as the DAO and Contributor shall separately agree (the “**_Payment_**”), provided, however, that Contributor acknowledges and agrees that the amount, form and timing of the Payment is subject at all times to modification pursuant to the DAO’s governance framework. In no event shall the DAO be responsible for any fees or other payments to the Contributor except as expressly set forth in this Agreement. The Contributor shall also be entitled to reimbursement for reasonable, documented expenses for which the Contributor receives prior written approval from the DAO. 12 | 13 | 14 | 3. **Ownership**. The Contributor shall own all intellectual property and related rights throughout the world that arise in whole or part out of, or in connection with, the Services or any Proprietary Information (“**_Inventions_**”). Notwithstanding the foregoing, the Contributor shall grant the DAO a free, nonexclusive license to use the Inventions. 15 | 16 | 17 | 4. **Proprietary Information**. The Contributor agrees that all Inventions and other business, technical and financial information (including, without limitation, the identity of and information relating to DAO’s members, contributors or grant applicants) the Contributor obtains from or assigns to the DAO, or learns in connection with the Services, constitute “**_Proprietary Information_**.” The Contributor will hold in confidence and not disclose or, except in performing the Services or as otherwise permitted by the DAO, use any Proprietary Information. However, the Contributor shall not be so obligated with respect to information that (i) the Contributor can document is or becomes readily publicly available without restriction through no fault of the Contributor, or (ii) that the Contributor knew without restriction prior to its disclosure by the DAO. Upon termination or as otherwise requested by the DAO, the Contributor will promptly return to the DAO all items and copies containing or embodying Proprietary Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), the Contributor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. 18 | 19 | 20 | 5. **Termination**. Either party may terminate this Agreement at any time, for any reason, by giving the other written notice (including email). Notwithstanding any such termination, Sections 2 through 8 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. 21 | 22 | 23 | 6. **Relationship of the Parties; Promotional Rights**. Notwithstanding any provision hereof, for all purposes of this Agreement, each party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. The Contributor shall not be eligible to participate in any of the DAO’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. The DAO may use and authorize the use of the Contributor’s name (as represented to the DAO by the Contributor) in promotional materials, websites and the like. The DAO will confirm in writing with the Contributor should the Contributor’s name be shared “publicly”, publicly defined as available to anybody via the world wide web without any direct sharing or password protections on pages. The Contributor will also follow protocol for online social media posting and sharing that the DAO shares and may update from time to time. 24 | 25 | 26 | 7. **No Conflicts; Enforcement of Policies.** The Contributor represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of the Contributor or right of any third party. The Contributor acknowledges and agrees that all members of and contributors to this DAO are responsible for ensuring that every other member and contributor follows the DAO’s Code of Conduct (the “**_Code_**”), as available on the DAO’s noticed publications and previously made available to the Contributor. The Contributor agrees that if they witness a violation of the Code, they will report it to an administrator or similar authority designated by the DAO, which may include a registry or other protocol for automating disclosures and dispute resolution ("**_Administrators_**"). The Contributor further acknowledges that if they do not follow the Code, the Administrators may edit the Contributor’s posts and remove them from the DAO and/or the DAO’s online coordination systems. Whether to take any enforcement action is in the complete discretion of the Administrators. The Contributor also represents and warrants that neither they nor (if an entity), to the best of its knowledge and belief after due inquiry, any of its beneficial owners, nor any person or entity controlled by, controlling or under common control with the Contributor or its beneficial owners or related persons is included in any list described on Appendix A to this Agreement. 27 | 28 | 29 | 8. **Waiver of Claims; Limitation of Liability**. Notwithstanding anything to the contrary in this Agreement, each party (the “**_Indemnifying Party_**”) shall indemnify the other party and such other party’s affiliates (each such person an “**_Indemnified Party_**”), against, and hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred by any such Indemnified Party arising from or relating to any failure by the Indemnifying Party to comply with any applicable agreement or obligation under this Agreement or the breach of any representation or warranty given herein. In addition, the Contributor acknowledges and agrees that it shall not directly or indirectly take any action against a DAO member or contributor under a general partnership theory of liability. 30 | 31 | 32 | 9. **Miscellaneous**. This Agreement and the Services performed hereunder are personal to the Contributor and the Contributor shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of the DAO. Any attempt to do so shall make the Agreement void. The DAO shall be free to transfer any of its rights under this Agreement to a third party. Any breach of Sections 3 or 4 will cause irreparable harm to the DAO for which damages would not be an adequate remedy, and therefore, the DAO shall be entitled to injunctive relief with respect thereto in addition to any other remedies. This is the entire agreement between the parties with respect to the subject matter hereof and no changes or modifications or waivers to this Agreement shall be effective unless in writing and signed by both parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by electronic mail or posting to the DAO’s online coordination systems (including, but not limited to, Discord or Telegram) and addressed to the party to be notified at the e-mail address or username as the party may designate by 10 days’ advance written notice to the other party. Any consents, approvals or acknowledgements provided by the DAO, including, without limitation, any approval provided pursuant to Section 1 of this Agreement, may be provided through the DAO's governance framework. 33 | 34 | **_[Remainder of page intentionally left blank]_** 35 | 36 | The undersigned have executed this DAO Contributor Agreement as of the Effective Date. 37 | 38 | **DAO**: 39 | 40 | **[[NAME OF DAO]]** 41 | 42 | ** By:** __________________________________ 43 | 44 | ** Name:** __________________________________ 45 | 46 | ** Title:** __________________________________ 47 | 48 | ** Email:** __________________________________ 49 | 50 | ** Discord Username:** _____________________ 51 | 52 | 53 | **CONTRIBUTOR**: 54 | 55 | ** By:** __________________________________ 56 | 57 | ** Name:** __________________________________ 58 | 59 | ** Title:** __________________________________ 60 | 61 | ** Email:** __________________________________ 62 | 63 | ** Discord Username:** _____________________ 64 | 65 | ** [[Chain Used for Payments]] Wallet Address:** __________________________________ 66 | 67 | 68 | **APPENDIX A** 69 | 70 | 1. A person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith; 71 | 2. A Senior Foreign Political Figure **(a)**, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure **(b)**, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction **(c)**; 72 | 3. A person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or 73 | 4. A person or entity who gives the Contributor reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank **(d)**, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. 74 | 75 | 76 | **(a)** ***"Senior Political Figure"*** means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure. 77 | 78 | **(b)** ***"Close Associate of a Senior Foreign Political Figure"*** means a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure. 79 | 80 | **(c)** ***“Non-Cooperative Jurisdiction”*** means any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur. 81 | 82 | **(d)** ***“Foreign Shell Bank”*** means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. 83 | 84 | A ***“Foreign Bank”*** means an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. 85 | 86 | ***“Physical Presence”*** means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. 87 | 88 | ***“Regulated Affiliate”*** means a Foreign Shell Bank that is an affiliate of a depository institution, credit union or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country regulating such affiliated depository institution, credit union or Foreign Bank. 89 | -------------------------------------------------------------------------------- /ip/Software Licensing Agreement: -------------------------------------------------------------------------------- 1 | 2 | SOFTWARE LICENSING AGREEMENT 3 | This Licensing Agreement (“Agreement”) is entered into on this [__] day of [__], 2022 (the “Effective Date”) between [__] (“Licensor”) located at [__], and [__], located at [__] (“Licensee”). 4 | 5 | 6 | The Licensee wishes to license a limited feature version of the proprietary software tool owned and developed by the Licensor called “[__]” (“Software”); and 7 | 8 | The Licensor wishes to provide this limited License (as defined below) in accordance with the terms and conditions set out in this Agreement. 9 | 10 | The term ‘Affiliate’ means any entity controlling or controlled by or under common control with a party, at the time of execution of the Agreement and any time thereafter, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. 11 | 12 | 1. Licenses and Rights 13 | The Licensor agrees to, during the Term, subject to the Licensee’s compliance with the terms of this Agreement and payment of the Fee (as detailed under Exhibit B), grant to the Licensee, a limited, renewable, revocable, non-exclusive license to access and use a limited feature set of the Software (as detailed under Exhibit A) (the “License”). 14 | 15 | 2. Fee 16 | During the Term, the Licensee agrees to pay the Licensor the applicable Fee provided under Exhibit B. 17 | 18 | 3. Copyright 19 | The Licensee acknowledges that the Software is a proprietary product of the Licensor. The Licensee further acknowledges that all right, title and interest in and to the Software, including any associated intellectual property rights, is and shall remain solely with the Licensor. This Agreement does not convey to the Licensee an interest in or to the Software and merely grants to the Licensee a limited License to use the features of the Software set out in Exhibit A, subject to payment of applicable Fee and in accordance with the terms of this Agreement for the duration of the Term. No right, title or interest in or to any trademark, service mark, logo or trade name or any other intellectual property of the Licensor is granted under this Agreement. 20 | 21 | 4. Safety and Security 22 | 23 | The access to the Software is limited to a maximum of 10 users that shall be identified by the Licensee. The users shall be provided a confidential “username” and “password” that will enable access to the Software. The Licensee shall ensure that the username and password remain strictly confidential to the specific user it is assigned to. The users shall at all times access and use the features made available in the Software in compliance with the terms and conditions as provided under this Agreement or as updated from time to time by the Licensor. 24 | The Licensee shall not and shall ensure that its Affiliates or employees or contractors do not (i) Use the Software or the features set out in Exhibit A for any purpose other than as provided for in this Agreement, (ii) interfere with the security of, or otherwise abuse, the Software or the features set out in Exhibit A or system resources or networks connected to or accessible through the same, (iii) upload, post or otherwise transmit any computer viruses, or other harmful files or computer programs on the Software or the features set out in Exhibit A, (iv) both parties agree to comply with all relevant laws in performing their respective responsibilities (iv) the Licensee agrees and agrees to ensure that its Affiliates, employees, contractors do not attempt to reverse engineer the Software or any of the features set out in Exhibit A in any way. 25 | 26 | 5. Maintenance 27 | The Licensee understands that the Software or the features set out in Exhibit A may sometimes be unavailable due to maintenance work (routine or otherwise). Such unavailability shall not constitute a breach of this Agreement on the side of the Licensor. The Licensor shall employ commercially viable resources to reduce any such downtime. 28 | 29 | 6. Non-Disclosure 30 | Both parties agree to respect mutual non-disclosure of proprietary and confidential information provided to each other. In particular, the terms of this Agreement, including financial terms, or any other information uploaded to the Software shall not be divulged to any third party without explicit written approval from the Licensee and/or the Licensor. 31 | 32 | 7. Disclaimer of Warranties 33 | THE SOFTWARE/ FEATURES ARE PROVIDED “AS IS” AND THE LICENSOR MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING WITH OR IN THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS OR WILL BE ERROR-FREE, WILL MEET ANY REQUIREMENTS, OR BE TIMELY OR SECURE. THE LICENSEE WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE LICENSOR TO ANY THIRD PARTY. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE LICENSOR IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT ATTRIBUTABLE TO THE LICENSOR. 34 | 35 | 8. Term and Termination 36 | This Agreement shall be in effect for a period of 12 (twelve) months from the Effective Date and shall automatically renewal for consecutive periods of 12 (twelve) months period each. On each renewal, both parties agree to renegotiate the Fee, in good faith during each such renewal. 37 | 38 | Either party may terminate this Agreement by giving the other party a written notice (email allowed) of sixty (60) days. The parties may also terminate this Agreement immediately by notice in writing (email allowed) if any of the following events occur: 39 | (a) Either party merges or consolidates with or into any other unaffiliated corporation, or directly or indirectly sells or otherwise transfers, sells or disposes of all or a substantial portion of its business or assets; and 40 | (b) Either party is declared bankrupt or is dissolved either compulsorily or voluntarily, or a petition is presented or an order is made or an effective resolution is passed or analogous proceedings are taken for bankruptcy, dissolution, composition, concordance, reorganization or winding-up of that party, or if that party proposes or enters into any arrangement or composition for the benefit of its creditors for the whole or any part of the assets or undertakings of that party, or if that party tops payment to its creditors generally, or ceases or threatens to cease to carry on its business or any substantial part thereof, or becomes insolvent or unable to pay or discharge its liabilities in the ordinary course of business, or if that party assigns the whole or any substantial part of its assets or undertakings for the benefit of creditors. 41 | 42 | Either party shall have a right to terminate this Agreement if one party is in material breach of this Agreement and fails to remedy the same within a period of 15 (fifteen) days from the date of receipt of written notice by the non-defaulting party. If the material breach is of such a nature that it cannot be remedied, then immediately on receiving the written notice from either party. 43 | 44 | 9. User Information and Data Security 45 | “User Information” is a type of confidential information that relates to the Licensee’s users, which includes identifying information that is collected by or accessible to the Licensor through the Licensee’s use of the Software. 46 | 47 | The Licensor shall only use the User Information in connection to the operation of the License to the Software and in accordance with applicable laws (including but not limited to laws governing privacy and security of personal information). On receiving a notice of termination or on request, the Licensor hereby agrees to return or destroy any User Information that it may have collected due to the operation of the License within 30 days from receiving such notice. 48 | 49 | 10. Limitation of Liability 50 | In no event shall the Licensor or its Affiliates be liable for any damages whatsoever (including, without limitation, incidental, direct, indirect, special or consequential damages, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss), arising out of the use or inability to use the Software or the features set out in Exhibit A, even if advised of the possibility of such damages and notwithstanding fault, negligence and the failure of the essential purpose. Regardless of the cause or form of the action, the Licensor's aggregate liability to the Licensee for actual damages arising out of or related to this Agreement shall be limited to the total amount of the Fee, if any, paid by the Licensee to the Licensor for the use of the features set out in Exhibit A. 51 | 52 | 11. Force Majeure 53 | Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failures or delays are caused by factors beyond that party's reasonable control and occurring without its fault or negligence, provided that, as a condition to the claim of non-liability, the party experiencing the force majeure shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. In the event force majeure situation persists for more than 15 (fifteen) days, either party shall have a right to terminate this Agreement immediately after giving written notice to the other party and without the necessity of going to the court. 54 | 55 | 12. Governing Law and Jurisdiction 56 | This Agreement shall be governed by the laws of India, without regard to its conflict of law provisions. The parties hereto agree that any action or proceeding to enforce or arising out of this Agreement shall be brought exclusively in the courts of [__]. 57 | 58 | 13. General Declarations 59 | Each of the parties represent and warrant that (i) it has the full power and authority to enter into this Agreement and perform the obligations under this Agreement; and (ii) it will perform its obligations hereunder in accordance with applicable law and regulations. 60 | 61 | A party may not rely on any representation which allegedly induced that party to enter into this Agreement, unless the representation is recorded in this Agreement. This Agreement and any rights and obligations under it may not be assigned to a third party without the consent of the other party, which consent shall not be unreasonably withheld. No indulgence granted by any party to another party shall constitute a waiver of any of that party's rights under this Agreement; accordingly, that party shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights against the other party which may have arisen in the past or which may arise in the future. 62 | 63 | Any provision in this Agreement, which is or may become illegal, invalid or unenforceable shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall be treated as if it were not written and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement. 64 | 65 | This Agreement, together with the Exhibits hereto, contains the entire agreement between the parties as to the subject hereof and supersedes all prior oral and written agreements between the parties as to the subject hereof. This Agreement may not be modified or amended except by writing signed by an authorized representative of each of Licensor and Licensee. This Agreement may not be assigned or transferred by the Licensee without the prior written consent of the Licensor and provided that the proposed assignee or transferee agrees in writing to assume all obligations and liabilities hereunder of the assignor or transferor. This Agreement and written amendments hereto, may be executed electronically. Both parties are independent contractors with respect to each other, and this Agreement does not create any partnership or agency relationship between the parties. 66 | 67 | 68 | In witness whereof, the parties hereto have executed this agreement as of the effective date written above. 69 | 70 | 71 | LICENSOR (__________________) LICENSEE () 72 | 73 | Signature _______________________ Signature _______________________ 74 | Name (Print) _______________________ Name (Print) _______________________ 75 | Title _______________________ Title _______________________ 76 | Date _______________________ Date _______________________ 77 | 78 | 79 | 80 | 81 | EXHIBIT A – SOFTWARE FEATURES 82 | Features of the Software: 83 | 84 | 1. The Licensee will be able to provide access to a maximum of [__] users to the Software; 85 | 86 | 2. Each user will be able to add and modify information about companies such as name, investment stage, VC connections or sub-connections, key contact, as well as notes and/or references; 87 | 88 | 3. The Software enables the users to add a user rating to the company; and 89 | 90 | 4. The Software shall send notifications (through email or the Software itself) whenever there is an update/add of users, stage, inactivity with the company or connects. 91 | 92 | 93 | EXHIBIT B 94 | 95 | LICENSEE 96 | Licensor Name: Effective Date: 97 | Primary Contact: Go-live Date: 98 | Email: Term 99 | 100 | 101 | 102 | FEE STRUCTURE 103 | Monthly Fee INR.____________ 104 | Onboarding Fee (if any) 105 | 106 | 107 | Terms & Conditions 108 | 1. All prices are in INR excluding taxes. 109 | 2. The Fee for usage of the Software will be applicable from the Go-Live Date. 110 | 3. All other payment terms will be as detailed in the Agreement. 111 | 4. The billing for the services would start from the Go-live Date 112 | 5. Licensor will raise an invoice each month in accordance with the Fee at the close of every month. 113 | 6. The Licensee shall make all payments within 30 (thirty) days from the date of invoice. 114 | 7. In the event of dispute, the Licensee will notify the Licensor promptly (but no later than 7 days after receipt). The parties will work together in good faith to resolve the dispute promptly. This is subject to the Licensee paying the undisputed invoice amount. 115 | 116 | -------------------------------------------------------------------------------- /ip/Digital Collectible License Agreement: -------------------------------------------------------------------------------- 1 | Digital Collectible License Agreement 2 | 1.0 - PARTIES 3 | This Digital Collectible License Agreement ("Agreement") dated [__], 2022 ("Effective Date”) is a legally binding agreement between XXXXX, residing at [__] ("Artist") and [__], a [__] corporation (“Company”) setting forth the terms of license and use of the Work (as defined below). 4 | The Artist and Buyer agree and acknowledge that the sale of the Digital Collectible will conducted on the Platform (as defined below) as developed, hosted and offered by the Company on the [__] blockchain and is subject to its terms of service, including definitions, provided in the [applicable weblink] on the Platform (as amended from time to time, the “Terms”). 5 | By using or accessing the Platform, the Artist and the Company acknowledge reading and agreeing to the Terms, including any content, functionality, and services offered on or through the Platform. By using the Platform, the Buyer and Artist accept and agree to be bound and abide by the Terms and all of the terms incorporated herein by reference. By agreeing to the Terms, the Artist and Buyer certify that they are each of contractually acceptable age-groups (18+) and if the Artist and Buyer do not agree to the Terms, they will each avoid accessing or using the Platform. 6 | 2.0 - CONVEYANCE OF RIGHTS 7 | 2.1 For the purpose of this Agreement, the "Test Song 1" ("Digital Collectible") means the Collectible (including its applicable metadata) created by Artist embodying his/her Work on [__] (www.[__]), Collectible marketplace, website and platform for sale of digital assets developed by the Company ("Platform"). For clarity and the avoidance of doubt, in the event of a conflict between the terms of this Agreement and Terms of the Platform, the Terms of the Platform shall control to the extent applicable. 8 | 2.2 This Digital Collectible embodies or represents a song consisting of a musical composition (i.e. notes and lyrics) titled “Test composition no.1” (the "Composition") which Composition is embodied in a master recording (i.e. a recorded performance of the Composition) (the "Master") as combined with certain artwork created, owned, licensed and/or controlled by Artist (the "Artwork"). As used herein, the Master, Composition, and Artwork embodied in the Digital Collectible (i.e. as opposed to the Digital Collectible itself) are sometimes collectively referred to herein as the "Work". 9 | 2.3 Additionally, the Digital Collectible may, but is not guaranteed to, include or entitle its current owner to benefits such as off-chain assets, exclusive access to certain events or websites, or "air-drop" benefits, as determined from time to time by Artist in partnership with the Company ("Added Digital Collectible Benefits"). The Digital Collectible may be acquired by end-users through primary sale on the Platform, or by subsequent sale or transfer from legitimate sources, subject to the Terms. 10 | 2.4 Subject to and conditional upon your compliance with these Terms, Artist grants to the end-user purchaser/owner/recipient of the Digital Collectible on the Platform (“Collector(s)”), the following limited rights with respect to the Digital Collectible (together the " Digital Collectible Rights"): 11 | 2.5 Artist hereby grants to Collector a non-exclusive, worldwide license to access and/or display the Digital Collectible, solely for personal, non-commercial purposes. For clarity, when Collector acquires the Digital Collectible, Collector owns all personal property rights to the Digital Collectible (e.g., the right to freely sell or transfer the Digital Collectible), however such rights do NOT include the ownership of, or any other rights to use or exploit, the Work, the intellectual property rights contained in the Work, or Artist's name or likeness. For clarity, The Digital Collectible is separate and distinct from the Work, and Collector's purchase of the Digital Collectible shall not grant Collector any specific rights to the Work itself (including, without limitation, copyrights, or exploitation rights) as more fully set forth in section 2 below. Artist hereby grants a perpetual, irrevocable, world-wide, exclusive license to the Platform to create and/or display the Digital Collectible, to conduct its marketplace activities on the Platform (including any marketing/promotional activities, such as ‘airdrops’) (“Platform License”). 12 | 2.4 Please read carefully before proceeding. This is a binding legal contract and affects each parties’ rights. 13 | 2.4.1 EACH PARTY UNDERSTAND AND AGREE THAT BY ACQUIRING THE LICENSE TO THE WORK AND DIGITAL COLLECTIBLE, EACH PARTY IS AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS, WHICH INCLUDE LIMITATIONS ON USE, DISCLAIMERS OF WARRANTY, AND LIMITATIONS OF LIABILITY. 14 | 2.4.2 Artist represents and warrants that the Work does not infringe any proprietary rights or copyrights of third-parties. 15 | 2.4.3 Artist does not represent and warrant that third parties have not created or downloaded their own copies of the Work, or that third parties will not attempt to sell their own Digital Collectibles s featuring such Work. Artist has no obligation to take down any other Digital Collectibles s featuring such Work. 16 | 2.4.3 Except for the license granted in this section, Artist retains all right, title, and interest in and to the Work (i.e. all rights in and to the Work not expressly provided for in this Agreement are hereby reserved by Artist.) The Company acknowledges and agrees that (a) this Agreement does not convey any rights in the Master, Composition, or Artwork, or any other rights, interests, revenues or royalties earned from their commercial exploitation (specifically including, but not limited to, publishing royalties, licensing fees, or streaming revenues), and (b) this Agreement does not convey to the Company any right to use the name, image or likeness of Artist; provided that the Company may use Artist's name as necessary to accurately describe the Digital Collectibles. 17 | 2.4.4 Only limited personal non-commercial use and resale rights in the Digital Collectible are granted to the Collector, and the Collector have no right to license, commercially exploit, reproduce, distribute, prepare derivative works, publicly perform, or publicly display the Digital Collectible or the Work contained therein. All copyright and other rights contained in the Digital Collectible or Work are reserved by the Artist and not granted to any third party, including the Collector and the Company. 18 | 2.4.5 For clarity, a "non-commercial license" means that Collector may sell the Digital Collectible on a secondary market, but shall not have the right to engage in any of the other following commercial activities: (i) make money by charging tickets or licensing fees to third parties for the right to view, listen to, or use the Digital Collectible; (ii) publicly perform or broadcast the Digital Collectible at an event for profit or a place of business; (iii) incorporate the Digital Collectible into any other product or service that generates a profit; (iv) use the Digital Collectible to promote any other person, product, or business. For further avoidance of doubt, Collector may only profit from the Digital Collectible by reselling the Digital Collectible in its entirety on a secondary market. 19 | 2.4.6 For clarity, not modifying the Digital Collectible or preparing "derivative works" means that the Collector shall not have the right to engage in any of the following activities: (i) use the Work (i.e. Master, Composition, and Artwork) from the Digital Collectible in any manner separate and apart from the Digital Collectible as a whole; (ii) distort, recolor, reformat, or otherwise change the "look and feel" of the Digital Collectible or (iii) create "remixes", "alternate versions", "prequels/sequels" or other ancillary content that references the Digital Collectible (including any specific themes or characters contained therein). 20 | 2.4.7 To the extent applicable and provided for under existing law, Artist will be entitled to all public performance income generated in connection with the public performances and/or digital transmissions of the Work, if any. 21 | 2.5 In consideration of the Platform Licensed offered to the Company by the Artist, the Company hereby agrees to pay the Artist an all-inclusive sum of $[__] (USD [__]) (“License Fee”). The mode of payment shall be in form of [wire transfer/cryptocurrency transfer]. 22 | 3.0 - REPRESENTATIONS AND WARRANTIES 23 | 3.1 Artist hereby represents and warrants that they are the sole and exclusive owner or authorized licensee of all right, title and interest (including, without limitation, the copyright) in the Work embodied in the Digital Collectible and that the Collector's use of the Digital Collectible in accordance with this Agreement will not violate the rights of any third party or entity. 24 | 3.2 The Company represents and warrants that the code in the actual Digital Collectible, commonly known as the "smart contract," will, to the extent applicable, be consistent with what the parties have agreed to in this Agreement or otherwise as provided in the Terms. 25 | 3.3 The Company represents and warrants that they will not use the Digital Collectible outside of the rights granted herein. 26 | 3.4 Each party represents and warrants that they will not use the Digital Collectible or Artist's name, image, or likeness in any manner that is disparaging, misleading, or likely to cause Artist public embarrassment, humiliation, or ridicule, or in any manner that would reasonably be viewed to constitute an endorsement by Artist of any third party product or service. 27 | 3.5 This Agreement constitutes the entire and only agreement and understanding between the parties concerning the subject matter hereof and all other prior negotiations, agreements, representations and understandings, whether oral or written (other than the terms and conditions of any applicable Platform where the Digital Collectible is exchanged), are superseded hereby. 28 | 3.6 This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto. 29 | The terms of this Agreement don’t just apply to Artist and the Company, they also carry forward to whoever owns the Digital Collectible in the future, including the Collector, assuming it is not in conflict with the terms and conditions of subsequent marketplaces and platforms. 30 | 4.0 - JURISDICTION 31 | This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, irrespective of the choice of law principles. 32 | 5.0 - TAXES 33 | Each party is solely responsible for its own applicable federal, state, provincial, and local taxes arising from the License Fee. 34 | 6.0 - ARBITRATION 35 | If there is a disagreement between Artist and Collector concerning the interpretation of this Agreement, the parties shall use reasonable efforts to resolve their dispute directly prior to resorting to alternative legal remedies. In the event the parties are unable to resolve their dispute directly, any controversy or claim arising out of, or relating to, this Agreement shall be settled by arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or such substitute provisions therefore then in effect). Any such arbitration shall be conducted in the State of Delaware. The arbitration of such issues, including the determination of the amount of any damages suffered by any party hereof by reason of the acts or omissions of another shall be to the exclusion of any court of law except as set forth below. The decision of the arbitrator shall be final and binding on all parties and their respective heirs, executors, administrators, successors, and assigns. Any action to secure a judicial confirmation of the arbitration award may be brought in any state or federal court of competent jurisdiction. 36 | 7.0 - BREACH 37 | In the event of breach or alleged breach of this Agreement by Artist, either party’s rights will be limited to those at law for money damages. In no event will either party have the right to seek or obtain injunctive or other equitable relief. 38 | Before either party can be deemed to be in breach of this Agreement the other party must give written notice and the party receiving that notice has 10 business days to "cure" the breach identified in that notice. All notices for the Company, shall be sent to [__] and in respect of the Artist, shall be sent to [__]. 39 | 8.0 - INDEMNIFICATION 40 | Each party will indemnify, defend and hold harmless one another from and against any and all claims, causes of action, liabilities, damages, losses, costs and expenses arising out of or related to any material breach of any provision in this Agreement. 41 | 9.0 - MISCELLANEOUS 42 | 9.1 By creating the Digital Collectible, the Artist agrees to pay all applicable fees and, if applicable, the Artist authorizes the Platform to automatically deduct fees (including any transaction fees, or so-called "Gas Fees", as applicable) directly from Artist's payments for the transaction or subsequent transactions. 43 | 9.2 EACH PARTY UNDERSTANDS AND ASSUMES THE RISKS INHERENT IN ANY BLOCKCHAIN TRANSACTION AND AGREES THAT ARTIST WILL NOT BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR, ANY IMPROPER USE OF THE DIGITAL COLLECTIBLE INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, LOST PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV)OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE BLOCKCHAIN NETWORK UNDERLYING THE DIGITAL COLLECTIBLE. 44 | 9.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. 45 | 9.4 Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other party. 46 | 9.5 In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, only such provision(s) will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby. 47 | 9.6 In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Company shall use reasonable efforts which are consistent with accepted practices in the digital asset industry to resume performance as soon as practicable under the circumstances. 48 | 9.7 This agreement shall be legally binding and all signatures including electronic signatures are permitted. 49 | [Signature Page Follows] 50 |   51 | IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as on the Effective Date. 52 | 53 | For and on behalf of 54 | [__] 55 | 56 | 57 | 58 | By: 59 | 60 | Name: 61 | 62 | Title: 63 | 64 | Address: 65 | 66 | Email: 67 | 68 | 69 | For and on behalf of 70 | ARTIST 71 | 72 | 73 | By: 74 | 75 | Name: 76 | 77 | Title: 78 | 79 | Address: 80 | 81 | Email: 82 | 83 | -------------------------------------------------------------------------------- /ops/ServicesAgreement.js: -------------------------------------------------------------------------------- 1 | import React from "react" 2 | import { Page, Text, Document, StyleSheet, Font } from "@react-pdf/renderer" 3 | 4 | const styles = StyleSheet.create({ 5 | body: { 6 | paddingTop: 35, 7 | paddingBottom: 65, 8 | paddingHorizontal: 60, 9 | }, 10 | heading1: { 11 | fontSize: 12, 12 | marginTop: 12, 13 | textAlign: "center", 14 | textDecoration: "underline", 15 | textTransform: "capitalize", 16 | fontWeight: 700, 17 | fontFamily: "Times-Roman", 18 | }, 19 | heading2: { 20 | fontSize: 12, 21 | marginHorizontal: 12, 22 | textAlign: "center", 23 | textTransform: "capitalize", 24 | fontFamily: "Times-Roman", 25 | }, 26 | heading3: { 27 | fontSize: 12, 28 | marginHorizontal: 12, 29 | textAlign: "center", 30 | fontFamily: "Times-Roman", 31 | }, 32 | text: { 33 | marginTop: 12, 34 | marginHorizontal: 12, 35 | fontSize: 12, 36 | textAlign: "justify", 37 | fontFamily: "Times-Roman", 38 | }, 39 | numbered_list: { 40 | marginTop: 12, 41 | marginHorizontal: 12, 42 | fontSize: 12, 43 | textIndent: 30, 44 | textAlign: "justify", 45 | fontFamily: "Times-Roman", 46 | }, 47 | bulleted_list: { 48 | fontSize: 12, 49 | marginBottom: 12, 50 | textIndent: 30, 51 | textAlign: "justify", 52 | fontFamily: "Times-Roman", 53 | }, 54 | pageNumber: { 55 | position: "absolute", 56 | fontSize: 10, 57 | bottom: 30, 58 | left: 0, 59 | right: 0, 60 | textAlign: "center", 61 | fontFamily: "Times-Roman", 62 | }, 63 | }) 64 | 65 | const Br = () => "\n" 66 | const Tab = () => " " 67 | 68 | const DelawareOAtemplate = ({ customerName, customerEmail, customerEthAddress, serviceProviderName, serviceProviderEmail, serviceProviderEthAddress, date, serviceToken }) => { 69 | return ( 70 | 71 | 72 | GENERAL SERVICE AGREEMENT (the “Agreement”) dated this {date} 73 | 74 | BETWEEN 75 | 76 | {customerName} 77 | (the “Customer”) 78 | 79 | - AND - 80 | 81 | {serviceProviderName} 82 | (the “Service Provider”). 83 | 84 | BACKGROUND: 85 | 86 | 87 | The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer. 88 | The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. 89 |
90 | IN CONSIDERATION OF 91 | the matters described above and of the mutual benefits and obligations set forth in this Agreement, 92 | the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider 93 | (individually the 94 | “Party” and collectively the 95 | “Parties” to this Agreement) agree as follows: 96 | 97 | 98 | 99 | Services Provided 100 | 101 | 102 | 1. 103 | 104 | The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the “***Services***”) consisting of: 105 |
106 | 107 | 108 | • Providing the following services by demand: [consultation, web3 development, advertising, graphic design, web design, audiovisual and photography.] 109 |
110 | 2. 111 | 112 | The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Customer. 113 |
114 | 115 | 116 | Term of Agreement 117 | 118 | 119 | 3. 120 | 121 | The term of this Agreement 122 | (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. 123 |
124 | 4. 125 | 126 | In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days notice to the other Party. 127 |
128 | 5. 129 | 130 | Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement. 131 |
132 | 133 | 134 | Performance 135 | 136 | 137 | 6. 138 | 139 | The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 140 |
141 | 142 | 143 | Currency 144 | 145 | 146 | 7. 147 | 148 | Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in {serviceToken}. 149 |
150 | 151 | 152 | 153 | Compensation 154 | 155 | 156 | 8. 157 | 158 | For the services rendered by the Service Provider as required by this Agreement, 159 | the Customer will provide compensation 160 | (the “Compensation”) to the Service Provider as follows: 161 |
162 | 163 | 164 | • The Customer will pay the Service Provider per project agreed. Each project has its own costs and the Service Provider agrees to inform the Customer what are the costs involved when setting the quotation and the Customer agrees to pay the total amount when the project is delivered. 165 |
166 | 9. 167 | 168 | The Compensation will be payable upon completion of the Services. 169 |
170 | 10. 171 | 172 | The above Compensation includes all applicable sales tax, and duties as required by law. 173 |
174 | 175 | 176 | Reimbursement of Expenses 177 | 178 | 179 | 11. 180 | 181 | The Service Provider will not be reimbursed for expenses incurred by the Service Provider in connection with providing the Services of this Agreement. 182 |
183 | 184 | 185 | Confidentiality 186 | 187 | 188 | 12. 189 | 190 | Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer. 191 |
192 | 13. 193 | 194 | The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Customer. This obligation will survive indefinitely upon termination of this Agreement. 195 |
196 | 14. 197 | 198 | All written and oral information and material disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider. 199 |
200 | 201 | 202 | 203 | Return of Property 204 | 205 | 206 | 15. 207 | 208 | Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer. 209 |
210 | 211 | 212 | Capacity/Independent Contractor 213 | 214 | 215 | 16. 216 | 217 | In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 218 |
219 | 220 | 221 | Notice 222 | 223 | 224 | 17. 225 | 226 | All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: 227 |
228 | 229 | 230 | a. CUSTOMER Email: {customerEmail} 231 |
232 | 233 | 234 | b. SERVICE PROVIDER EMAIL: {serviceProviderEmail} 235 |
236 | 237 | 238 | or to such other address as any Party may from time to time notify the other. 239 |
240 | 241 | 242 | Dispute Resolution 243 | 244 | 245 | 18. 246 | 247 | In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. 248 |
249 | 19. 250 | 251 | If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Delaware. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Delaware. 252 |
253 | 254 | 255 | Modification of Agreement 256 | 257 | 258 | 20. 259 | 260 | Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. 261 |
262 | 263 | 264 | Time of the Essence 265 | 266 | 267 | 21. 268 | 269 | Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 270 |
271 | 272 | 273 | Assignment 274 | 275 | 276 | 22. 277 | 278 | The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. 279 |
280 | 281 | 282 | Entire Agreement 283 | 284 | 285 | 23. 286 | 287 | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 288 |
289 | 290 | 291 | Enurement 292 | 293 | 294 | 24. 295 | 296 | This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. 297 |
298 | 299 | 300 | Titles/Headings 301 | 302 | 303 | 25. 304 | 305 | Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 306 |
307 | 308 | 309 | Governing Law 310 | 311 | 312 | 26. 313 | 314 | It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Delaware, without regard to the jurisdiction in which any action or special proceeding may be instituted. 315 |
316 | 317 | 318 | Severability 319 | 320 | 321 | 27. 322 | 323 | In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 324 |
325 | 326 | 327 | Waiver 328 | 329 | 330 | 28. 331 | 332 | The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 333 |
334 | 335 | 336 |
337 |
338 | 339 | 340 | IN WITNESS WHEREOF 341 | the Parties have duly affixed their signatures under hand and seal on this {date}. 342 | 343 | 344 | SIGNED, SEALED, AND DELIVERED 345 | 346 | 347 | in the presence of: 348 |
349 | CUSTOMER: 350 |
351 | {customerEthAddress} 352 |
353 | SERVICE PROVIDER: 354 |
355 | {serviceProviderEthAddress} 356 |
357 | 358 | 359 | 360 | 361 | ) 362 | } 363 | 364 | export default DelawareOAtemplate 365 | -------------------------------------------------------------------------------- /formation/una/TUNAA.md: -------------------------------------------------------------------------------- 1 | # Trustless Unincorporated Nonprofit Association Agreement ("TUNAA") 2 | 3 | # Article I - Organization 4 | 5 | **Section 1.1 - Status.** [[DAO Name]] (the "DAO") is a "nonprofit association" under the Delaware Uniform Unincorporated Nonprofit Association Act, Del. Code Ann. Tit. 6, §§ 1901-1916. 6 | 7 | The DAO is not intended to be, and shall not be deemed to be, a partnership. 8 | 9 | **Section 1.2 - Purposes.** The DAO is organized to carry out the missions stated in its [[membership portal]] (available at [[hyperlink]]), related websites or otherwise memorialized in a writing by the DAO. The DAO is not intended to be or become an entity required to register as an "investment company" as defined in Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended. 10 | 11 | **Section 1.3 - Nondiscrimination.** The DAO shall not arbitrarily discriminate on the basis of race, nationality, religion, age, gender, sexual orientation, disability, political affiliation, or otherwise. 12 | 13 | **Section 1.4 - Decentralized Autonomous Organization (DAO).** The DAO is an unincorporated association of individuals, corporations, statutory trusts, business trusts, estates, trusts, partnerships, limited liability companies, associations, joint ventures, or any other legal or commercial entity, many, if not all, of whom agree to join together for a common, nonprofit purpose. For the DAO, that purpose is encapsulated in its mission statement. 14 | 15 | # Article II - Membership 16 | 17 | **Section 2.1 - Eligibility** Membership in , as defined in Del. Code Ann. Tit. 6, § 1901, shall be voluntary and application open to any individual of at least 18 years of age whose purpose or presumed intent is to contribute, to build, and to use the services of the DAO and is willing to accept the responsibilities and terms of membership. 18 | 19 | **Section 2.2 - Admission.** Membership shall be granted or denied [[to DAO applicants by vote upon the submission of required information on a prescribed application form, paying any required application fee, and contributing to the DAO, if any, all as determined by the membership. The contribution requirement may be waived in whole or in part for persons of low income.]] [[automatically to persons (as defined in Del. Code Ann. Tit. 6, § 1901) upon their lawful receipt of [[NFT MEMBERSHIP INTEREST]].]] The DAO is a decentralized network of members and may admit or deny for any arbitrary purpose or lack of purpose. 20 | 21 | All of the DAO governing members shall have their membership determined [[automatically]] upon [[lawful]] receipt of [[voting tokens]] secured on a public blockchain (“Cryptographic Units”, and such holders, “Members”). Cryptographic Units are used for participating in and improving the governance of the DAO through affirmative majority votes effectuted via the Designated Smart Contract (defined herein) (such process, “Cryptographic Consensus”). Once the admission requirements are met a prospective Member may be put up to a vote of the full membership or similar process enabled by the Designated Smart Contract. The DAO will consistently review, and if necessary, Members may make adjustments to the admission requirements based on their evolving needs and as registered in a successful vote through the Designated Smart Contract. 22 | 23 | **Section 2.3 - Rights.** The DAO's Members shall utilize the “Designated Smart Contract” (a smart contract deployed to the Designated Blockchain at the Designated Blockchain Address) as the exclusive method of holding, allocating rights and obligations among the Members, and spending, or otherwise distributing any Tokens that are DAO Property, of minting and issuing Cryptographic Units and holding and recording votes among the Members. The DAO may also utilize the Designated Smart Contract to administer and facilitate certain other arrangements and transactions involving the DAO, the Members and/or third parties. 24 | 25 | Members’ rights and responsibilities are controlled by the use of the Designated Smart Contact used to conduct its governance and activities of the DAO. Members will cast votes and carry out the decisions made on the Designated Smart Contract. Cryptographic Units are held in Account Addresses, key paired wallets controlled by Members in a designated hexadecimal address (“Member Web3 Account”). 26 | 27 | **Section 2.4 - Responsibilities.** Each Member shall keep reasonably current in payment of any dues or membership fees and other financial obligations of membership, if applicable. Each Member shall notify the DAO of an e-mail address or other acceptable communication channel by which such Member may receive written or electronic materials required or permitted by this document or shall notify the DAO that such Member has no e-mail address and designate the mutually acceptable form of communication. 28 | 29 | If you have received any Cryptographic Units or are otherwise a Member, you consent and agree to become legally bound by this Agreement as both a participant in the DAO and more specifically a "DAO Member". 30 | 31 | **Section 2.5 - Limitations.** Status as a DAO Member does not (and shall not be deemed to) create, and the DAO does not (and shall not be deemed to) include, any authority, right or power on the part of a DAo Member to act as the agent, representative or attorney of or otherwise act on behalf of the DAO or any other Member, to bind the DAO or any other Member to any Contract or Liability or to convey any DAO Property or any asset, right or property owned or held by or on behalf of the DAO or any Member. Without limiting the generality of the foregoing, no Member shall be deemed the partner of the DAO or any other Member solely in virute of being a Member. No Member shall state, purport, imply, hold out or represent to any person that such Member or any other Member has any such authority, right or power. 32 | 33 | To the maximum extent permitted by applicable law, no Member shall be (or shall be deemed to be) liable for any liability of the DAO or any other Member. This shall not (and shall not be deemed to) create or imply any obligation of the DAO or any Member to indemnify or compensate any Member from, or hold any Member harmless against, any Liabilities incurred by such DAO Member under any applicable law, in connection with the Member's participation in the DAO or otherwise. 34 | 35 | **Section 2.6 - Inactive status.** A Member who falls from good standing may have their membership revoked or suspended through a Guild Kick. References herein to the rights and entitlements of Members shall be understood to refer only to Members in good standing. 36 | 37 | **Section 2.7 - Access to information.** Members shall have access to information concerning operational and financial affairs via the DAO's preferred treasury application of the organization. Currently the DAO treasury can be viewed via Designated Smart Contract. 38 | 39 | **Section 2.8 - Settlement of disputes.** In any dispute between the DAO and any of its Members or former Members which cannot be resolved through informal negotiation, it shall be the policy of the DAO to prefer the use of mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. Neither party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith. All Members agree that there is a preference to settle disputes amongst Members or between Members and the DAO via decentralized dispute mechanisms in smart contract protocols. 40 | 41 | **Section 2.9 - Transferability of Membership.** Membership rights and interests may not be transferred except by an affirmative majority vote of Members. Any attempted transfer contrary to this section shall be wholly void and shall confer no rights on the intended transferee and shall be cause (though none is needed) to burn the Cryptographic Units through a Guild Kick member removal procedure. 42 | 43 | **Section 2.10 - Withdrawal and Expulsion.** A member may withdraw at any time upon notice to the DAO by electronic writing to an appointed representative of the DAO or by public display to the DAO’s online coordination systems (including, but not limited to, Discord or Telegram). Withdrawal shall be effectuated through a vote to burn such withdrawaing DAO Member's Cryptographic Units or mechanisms otherwise authorized in the Designated Smart Contract. Any such withdrawal request will not be unreasonably denied and shall be deemed conclusively as the DAO Member’s intent to withdraw from the DAO. A Member may be expelled by the DAO through the Guild Kick procedure established in paragraph 2.6 of this document and adopted by the membership. Upon termination of membership, all rights and interests in the DAO shall cease except for rights to redemption of capital pursuant to Article V below (if any). 44 | 45 | # Article III - Meetings of Members 46 | 47 | **Section 3.1 - Meetings.** Meetings of members shall be described on a basis at the discretion of the Members. Typically, governance meetings are set on weekly cadence through online chats where parties agree to conduct such other business as may properly come before the meeting. 48 | 49 | **Section 3.2 - Special meetings.** Special meetings of members may be called by a group (the "DAO Advisory Group") designated by an affirmative vote of DAO Members in accordance with the governance procedures of the Designated Smart Contract. The DAO Advisory Group is not required and may never be formed. Creation and designation of the DAO Advisory Group will be approved via the Designated Smart Contract. 50 | 51 | **Section 3.3 -Time and place.** The date, time and place of all meetings of the DAO Advisory Group shall be determined by the DAO Advisory Group or, in the event that the DAO Advisory Group fails to act, by a call for vote by the Members to be approved by the native governance processes to the Designated Smart Contract. 52 | 53 | **Section 3.4 - Notice.** Each Member is responsible for monitoring votes of concern on the Designated Smart Contract. Notice of votes can be set up by DAO Members via the Designated Smart Contract. Notices of meetings shall also be posted on the DAO’s official media outlets, including the DAO Member information roster, but the inadvertent failure to do so shall not affect the validity of the meeting. Any business conducted at a meeting of DAO Members other than that specified in the notice of the meeting shall be of an advisory nature only. 54 | 55 | # Article IV - Decentralized Governance 56 | 57 | **Section 4.1 - Powers and duties.** Except as to matters reserved to members by law or by this constitution, all powers to be exercised on behalf of the DAO shall be exercised by or under the authority of Members or such agents or designees approved by Members through Designated Smart Contract voting. 58 | 59 | # Article V - Fiscal and Miscellaneous Matters 60 | 61 | **Section 5.1 - Fiscal year.** The fiscal year of the DAO shall be the calendar year beginning January 1st and ending December 31st. 62 | 63 | **Section 5.2 - Indemnification.** The DAO shall indemnify its directors, officers, employees, or agents as required under Delaware law, and may indemnify such persons as permitted under Delaware law, including its Members for acts that do not involve bad faith or intentional misconduct, including fraud. Indemnification payments shall be made on a priority basis but only in such increments and at such times as will not jeopardize the ability of the DAO to pay its other obligations as they become due. 64 | 65 | **Section 5.3 - Communication by electronic means.** Unless otherwise required by law or by agreement, any notice, vote, consent, petition, or other oral or written communication required or permitted can be delivered by electronic means, provided that, in the case where such communication expressly or impliedly requires the signature of the person submitting the communication, means are in place to reasonably assure the authenticity of the signature. 66 | 67 | # Article VI - Interpretation and Amendment of TUNAA 68 | 69 | **Section 6.1 - Interpretation.** The DAO Advisory Group (if formed via vote of Members) shall have the power to interpret this TUNAA, apply them to particular circumstances, and adopt policies in furtherance of them, provided that all such actions are reasonable and consistent. 70 | 71 | **Section 6.2 - Severability.** In the event that any provision of this TUNAA is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of this TUNAA. 72 | 73 | **Section 6.3 - Amendment.** This TUNAA may be amended by presenting the redlined version of the amendments at a meeting of members, and adopted by a vote or merge request as recorded by Cryptographic Consensus. As an alternative to achieving Cryptographic Consensus, any Member may timely protest a merge request made to the TUNAA that has not been adopted as an approved version by Members via the Designated Smart Contract. 74 | 75 | # Article VII - Definitions 76 | 77 | (a) **“Account Address”** means a public key address on the Designated Blockchain Network that is uniquely associated with a single private key, and at which no smart contract has been deployed. 78 | 79 | (b) **“Consensus Rules”** means the rules for transaction validity, block validity and determination of the canonical blockchain that are embodied in the Designated Client. 80 | 81 | (c) **“Contract”** means any: (i) written, oral, implied by course of performance or otherwise or other agreement, contract, understanding, arrangement, settlement, instrument, warranty, license, insurance policy, benefit plan or legally binding commitment or undertaking; or (ii) any representation, statement, promise, commitment, undertaking, right or obligation that may be enforceable, or become subject to an Order directing performance thereof, based on equitable principles or doctrines such as estoppel, reliance, or quasi-contract. 82 | 83 | (d) **“DAO Property"** means any Token or other asset, right or property licensed to or on deposit with or owned, held, custodied, controlled or possessed by or on behalf of teh DAO, including any Token on deposit with or held, controlled, possessed by or on deposit with the Designated Smart Contract. 84 | 85 | (e) **“Designated Blockchain”** means at any given time, the version of the digital blockchain ledger that at least a majority of nodes running the Designated Blockchain Client on the Designated Blockchain Network recognize as canonical as of such time in accordance with the Consensus Rules. The initial Designated Blockchain shall be the [[Designated Blockchain]] blockchain as recognized by the Designated Blockchain Client on the Designated Blockchain Network. 86 | 87 | (f) **“Designated Blockchain Client”** means the blockchain software client designated as the “Designated Blockchain Client” by the Members. The initial Designated Blockchain Client shall be [[Designated Blockchain Client]], as it may be updated from time to time. 88 | 89 | (g) “Designated Blockchain Network” means the blockchain network designated as the “Designated Blockchain Network” by the Members. The initial Designated Blockchain Network shall be [[Designated Blockchain Network]] as recognized by the Designated Blockchain Client. 90 | 91 | (h) **“Designated Smart Contract”** means the smart contract deployed at address [[Designated Smart Contract Address]] on the Designated Blockchain associated with the Members and Cryptographic Units. 92 | 93 | (i) **“Liability”** means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, inchoate derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable. To be “Liable” means to have, suffer, incur, be obligated for or be subject to a Liability. 94 | 95 | (j) **"Guild Kick"** means removal from the membership via vote by Members upon their Cryptographic Units to destroy another Member’s Cryptographic Units through a burn function or other similar process. Unless specifically provided otherwise, or in the Designated Smart Contract, a member subject to a Guild Kick shall not be entitled to any distribution or return of capital, funds, retains, etc. 96 | -------------------------------------------------------------------------------- /ops/EUMA.md: -------------------------------------------------------------------------------- 1 | # END USER MEMBERSHIP AGREEMENT 2 | 3 | THIS END USER MEMBERSHIP AGREEMENT (the “Agreement”) IS A LEGAL AGREEMENT. YOU SHOULD CAREFULLY READ THE FOLLOWING BEFORE JOINING THE SMART CO. DESCRIBED HEREIN (“Smart Co.”). RISKS INHERENT TO SMART CO. MEMBERSHIP INCLUDE, BUT ARE NOT LIMITED TO, ALL BUSINESS RISKS ASSOCIATED WITH ANY BUSINESS, WITH THE ADDITIONAL RISKS ASSOCIATED WITH THE BLOCKCHAIN INDUSTRY AND RELATED TECHNOLOGIES AND MARKETS. 4 | 5 | IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT JOIN SMART CO. 6 | 7 | BY CLICKING “I ACCEPT” OR ACCESSING OR USING SMART CO. AS A MEMBER, YOU INDICATE THAT YOU ACCEPT AND AGREE TO THESE TERMS. 8 | 9 | All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to in the Smart Co. Operating Agreement made publicly available at: https://github.com/lexDAO/SmartCo/blob/master/contracts/SmartCoOperatingAgreement.md. 10 | 11 | ## CONTRACTUAL RELATIONSHIP 12 | 13 | This Agreement and the Operating Agreement constitute legal, valid, and binding obligations, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor’s rights generally and by general equitable principles. 14 | 15 | By entering into this Agreement, you acknowledge and agree that you have sought and obtained all relevant and useful information from Smart Co. related to its operations and wish to join the Smart Co. as a Member on account of your own determinations and counsel and accept the sufficiency of the terms and exchange of mutual consideration outlined herein. 16 | 17 | ## MEMBERSHIP APPLICATION AND SUBSCRIPTION TO SMART CO. MEMBER TOKENS 18 | 19 | Your application to join Smart Co. as a Member and receive Member Tokens shall be subject to the Operating Agreement, available at https://github.com/lexDAO/SmartCo/blob/master/contracts/SmartCoOperatingAgreement.md (the “Operating Agreement”), and the membership process defined by Smart Co. in its Dapp (defined below). 20 | 21 | In the event that your application to join Smart Co. as a Member is rejected by the Smart Co., you shall be entitled to receive proposed contributions to Smart Co. back in full. 22 | 23 | If you are accepted to join Smart Co., and you contribute ether, dai, or any other digital asset to Smart Co., you hereby subscribe for and agree to purchase the membership units (“Member Tokens”) in Smart Co. for the aggregate subscription price set forth in the Smart Co. website or other internet connected application (the “Dapp”). These Member Tokens represent an interest in Smart Co., including the right to vote on internal governance matters and determine distributions of Smart Co. assets. 24 | 25 | The rights and obligations that you receive, in your capacity as a Member of Smart Co., are set forth in the Operating Agreement. The closing of the sale and purchase of the Member Tokens pursuant to this Agreement shall take place upon the acceptance of digital assets by Smart Co. through its Dapp from your Ethereum account. 26 | 27 | You acknowledge and agree that Smart Co. may, in its sole discretion and for any reason, elect not to permit you to be a Member of Smart Co. and that Smart Co. shall have no liability to you for such outcomes by Member Token Votes or otherwise. 28 | 29 | You further agree to execute other documents and instruments as are deemed by Smart Co. to be appropriate, advisable or necessary to consummate the transactions contemplated in this Agreement or Operating Agreement. 30 | 31 | ## OPERATING AGREEMENT 32 | 33 | The existing Smart Co. Members have set out fully in the Operating Agreement their respective rights, obligations and duties with respect to Smart Co. and related legal interests represented by Member Tokens. 34 | 35 | You acknowledge and agree that your participation in Smart Co. as a Member shall be further governed by the Operating Agreement and that your entry into this Agreement marks your effective assent to such additional terms and conditions upon the successful processing of your Smart Co. membership application and the minting of Member Tokens for your account by the Members. 36 | 37 | ## MEMBER REPRESENTATIONS & WARRANTIES 38 | 39 | You hereby represent and warrant to Smart Co. as follows: 40 | 41 | (i) You have the capacity to enter into this Agreement and are of sufficient legal age in your jurisdiction or residence to use or access Smart Co. 42 | 43 | (ii) You have all requisite power, authority, and capacity to acquire and hold the Member Tokens and to execute, deliver, and comply with the terms of each of the instruments required to be executed and delivered in connection with your subscription for the Member Tokens, including this Agreement and the Operating Agreement, and such execution, delivery, and compliance does not conflict with, or constitute a default under, any instruments governing you, or violate any law, regulation, or order, or any agreement or policy to which you are a party or by which you may be bound. 44 | 45 | (iii) If a corporation or other entity, you: (a) are duly organized, validly existing, and in good standing under the laws of the jurisdiction of your formation; (b) certify that the person executing and delivering each of such instruments on your behalf has all requisite power, authority, and capacity to execute and deliver such instruments, and, upon request by Smart Co. or its authorized agent(s), you will furnish to Smart Co. true and correct copies of your governance instruments, including all amendments to any such instruments; and (c) have authorized by all necessary corporate or other actions, the execution and delivery of this Agreement and the Operating Agreement, and your performance of the obligations thereunder. 46 | 47 | (iv) You are acquiring the Member Tokens for your own account and not with a view towards the distribution or resale. 48 | 49 | (v) You have substantial experience in evaluating and contributing to projects similar to Smart Co. and/or in digital assets and cryptocurrency-related transactions, as well as transactions similar to those contemplated with regards to the projects supported by Smart Co., such that you are capable of evaluating the merits and risks of a contribution in Smart Co. and the Member Tokens and have the capacity to protect your own interests. 50 | 51 | (vi) You understand and acknowledge that you bear the economic risk of this contribution indefinitely and that you have the ability to do so. 52 | 53 | (vii) You further understand and acknowledge that Smart Co. has no present intention of registering the Member Tokens and is under no obligation to register the Member Tokens. You understand and acknowledge that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow you to transfer all or any portion of the Member Tokens under the circumstances, in the amounts or at the times that you might propose. 54 | 55 | (viii) You represent that by reason of your, or your affiliates, business, or financial experience, you have the capacity to protect your own interest in connection with the transactions contemplated in this Agreement. 56 | 57 | (ix) You understand that there are substantial risks involved in a contribution to Smart Co. not associated with other investments. Such risks include, without limitation, that: (a) the Member Tokens are denominated in cryptocurrency, which are inherently volatile; (b) contributions and grants are made via blockchain and smart contracts, and that blockchains, smart contracts, or the Dapp may contain bugs, errors, or other technical issues that impede the operation of Smart Co.; (c) the receipt of Member Tokens or grants made via Smart Co. may result in taxable events; (d) Members reserve the right to take the position that Member Tokens are not securities for purposes of any or all securities laws, and; (e) that Smart Co. involves a high degree of technical risk that can result in a complete loss of your contribution to Smart Co. 58 | 59 | (x) You have no contract, undertaking, understanding, agreement or arrangement, formal or informal with any person or entity to sell, transfer or pledge to any person or entity all or any part of your Member Tokens, any interest therein or any rights thereto, and you have no present plans to enter into any such contract, undertaking, agreement or arrangement. 60 | The foregoing representations and warranties shall survive your entry into Smart Co. You further represent and warrant that the representations, warranties and acknowledgements set forth above are true and accurate as of the date hereof and as of your entry into Smart Co. as a Member. If in any respect such representations and warranties shall not be true prior to such entry, the undersigned will give prompt written notice of such fact to Smart Co. 61 | 62 | ## RESTRICTIONS ON TRANSFER 63 | 64 | You acknowledge that you shall not sell, assign, donate, encumber, or otherwise dispose of any interest in the Member Tokens except in compliance with the provisions set forth in the Operating Agreement and, if applicable, securities laws. 65 | 66 | ## NO RELIANCE 67 | 68 | You are entering into this Agreement relying solely on the facts and terms set forth in this Agreement and the Operating Agreement, all of which were received and reviewed by you prior to executing this Agreement, and Smart Co. and its individual Members have not made any representation of any kind or nature to induce you to enter into this Agreement or Operating Agreement, except as specifically set forth in this Agreement or Operating Agreement. 69 | 70 | You have not relied on any representations other than those in this Agreement and the Operating Agreement. You are not relying on Smart Co. or its Members with respect to the tax consequences, if any, associated with an investment in Smart Co. 71 | 72 | ## SMART CO. OPERATIONS 73 | 74 | In order to use Smart Co. and engage in membership and other material Smart Co. operations, you may need to meet certain technical requirements outlined in the Dapp, which may change from time to time, but shall be indicated on resources provided to Members. 75 | 76 | For the avoidance of doubt, you bear all costs and fees necessary to subscribe to or participate in Smart Co. 77 | 78 | From time to time, Smart Co. may provide updates, upgrades, patches, bug fixes, and other modifications to improve Smart Co., Dapp, or related services (“Updates”). You acknowledge that you may be required to install any Updates to continue to access and use Smart Co. You agree and consent to Updates being automatically installed without receiving any additional notice or providing any additional consent. 79 | 80 | ## ACCURACY OF INFORMATION 81 | 82 | You hereby represent that the information contained in this Agreement is true, accurate, and complete and may be relied upon by Smart Co. You also represent that you will notify in writing immediately of any change to the information provided in this Agreement and/or if any of the representations or warranties contained in this Agreement become untrue, inaccurate, or incomplete. 83 | 84 | ## ADDITIONAL INFORMATION 85 | 86 | Smart Co. and/or its agents may request such further information as they consider necessary to verify your identity. In the event of delay or failure by you to produce any information required for verification purposes, Smart Co. may refuse to permit you to subscribe to Smart Co. Member Tokens until proper information has been provided. Neither Smart Co., the Members, or their respective agents or Affiliates shall have any liability if there are losses due to a delay in or refusal to admit you as a Member and/or with respect to a withdrawal, as a result of inadequate information from you. 87 | 88 | ## GOVERNING LAW; VENUE 89 | 90 | This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to such jurisdiction’s conflict of laws principles. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby submit to the jurisdiction and venue of the appropriate state or federal court for the district encompassing Smart Co.’s principal place of business. 91 | 92 | ## SUCCESSORS AND ASSIGNS 93 | 94 | This Agreement shall inure to the benefit of the successors and assigns of Smart Co. and, subject to the restrictions on transfer described herein, be binding upon you and your successors and permitted assigns. 95 | 96 | ## ENTIRE AGREEMENT; AMENDMENT; WAIVER 97 | 98 | This Agreement together with the Operating Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, or any provisions hereof waived, except by an agreement in writing signed by each of the parties hereto. 99 | 100 | ## SEVERABILITY 101 | 102 | If one or more of the provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties can reach a mutually agreeable and enforceable replacement for such provision, then (1) such provision shall be excluded from this Agreement, (2) the balance of the Agreement shall be interpreted as if such provision were so excluded and (3) the balance of the Agreement shall be enforceable in accordance with its terms. 103 | 104 | ## REPRESENTATION 105 | 106 | You acknowledge that this Agreement has been prepared by counsel to Smart Co. and (a) its individual interests may be different than the interests of the Smart Co.; and (b) it would be in your best interest to retain your own counsel for the purpose of advising as to this Agreement’s effect on your personal interests. 107 | 108 | ## FURTHER ASSURANCES 109 | 110 | You agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement. 111 | 112 | ## TITLES AND SUBTITLES 113 | 114 | The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 115 | 116 | ## INDEMNIFICATION 117 | 118 | You hereby agree to indemnify, defend, and hold harmless the Smart Co., Members, and each of their respective Affiliates and associates, advisors, partners, members, managers, employees, and agents from and against any loss, liability, damage, cost, or expense (including legal fees and expenses in the defense or settlement of any demands, claims, or lawsuits) arising from (a) your misrepresentation or breach of any representation, warranty, covenant, or agreement in this Agreement, and/or (b) the assertion of your lack of proper authorization to enter into this Agreement or perform the obligations hereunder. 119 | 120 | ## RULES OF CONSTRUCTION 121 | 122 | You agree that you have been represented by counsel of your own choosing during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or any other document will be construed against the party drafting such agreement or document. 123 | 124 | ## CONFLICT WITH THE OPERATING AGREEMENT 125 | 126 | The extent, if any, that any term or condition of this Agreement shall be in conflict with, or deemed to be in conflict with any term or condition of the Operating Agreement, the Operating Agreement shall control. 127 | 128 | YOU ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT AS LEGAL OR TAX ADVICE. YOU MUST RELY UPON YOUR OWN REPRESENTATIVES, INCLUDING YOUR OWN LEGAL COUNSEL AND ACCOUNTANT, AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING SMART CO. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE TAX CONSEQUENCES FROM AN INVESTMENT IN SMART CO. NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY TO SMART CO. OR THE MEMBERS. 129 | THE MEMBER TOKENS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. 130 | TO THE EXTENT THE MEMBER TOKENS ARE DEEMED OR QUALIFY AS SECURITIES, THE MEMBER TOKENS CANNOT BE SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED IN COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM. IN ADDITION, TRANSFER OF THE MEMBER TOKENS IS RESTRICTED UNDER THE OPERATING AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF SMART CO. 131 | THE MEMBER TOKENS ACQUIRED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, STATE SECURITIES LAWS OR THE LAWS OF ANY COUNTRY OUTSIDE THE UNITED STATES. 132 | -------------------------------------------------------------------------------- /ops/GrantAgreement.md: -------------------------------------------------------------------------------- 1 | // simple agreement contemplating DAO treasury grants (by DAO legal wrapper) for independent contractor services, adaptable for individuals or entities 2 | 3 | // effective date should correspond to commencement of applicable DAO grant cycle 4 | 5 | // provided without warranty of any kind, do not use without consulting an attorney 6 | 7 | ## Grant Agreement 8 | 9 | This Grant Agreement (this “Agreement”) is entered into as of [DATE] (the “Effective Date”) by and between [PARTY A] (“Party A”) and [DAO LEGAL WRAPPER], a [ENTITY TYPE] (“[ENTITY]”), governed by or otherwise associated with the [NAME] Decentralized Autonomous Organization with [DESIGNATED BLOCKCHAIN] contract address(es) [DAO CONTRACT ADDRESS(ES)] (“[NAME] DAO”) ([NAME] DAO and the [ENTITY], together with any and all subsidiaries and affiliates, “[DAO NAME]”) (Party A and [DAO NAME] are each a “Party” and both, the “Parties”). 10 | 11 | [DAO NAME] has deemed that Party A has the necessary qualifications, experience, and abilities to provide Services (as such term is defined in Section 1 below) to and for the benefit of [DAO NAME], and Party A has agreed to provide such Services to and for the benefit of [DAO NAME] pursuant to the terms and conditions set forth in this Agreement, with Party A to be deemed an independent contractor for [DAO NAME] (as more particularly set forth in Section 4 below, the “Relationship”). 12 | 13 | In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, Party A and [DAO NAME] agree as follows: 14 | 15 | 1. **Services**. [DAO NAME] hereby engages Party A to provide [DAO NAME] or its written designee with the following services: [SERVICES] (including any other services reasonably related thereto and/or as mutually agreed in writing between the Parties, the “Services”). 16 | 17 | 2. **Term**. 18 | 19 | a. The term of this Agreement (the "Term") commences on the Effective Date and remains in full force and effect (except for the terms of this Agreement which expressly survive the expiry or termination of this Agreement) until [DATE] /// [milestone completion (as confirmed in writing by [DAO NAME]) of ____________] or until terminated pursuant to the terms of this Agreement. 20 | 21 | b. This Agreement may be terminated in writing upon [thirty (30) calendar days’] prior written notice by either Party, or by mutual written agreement of the Parties. However, notwithstanding the foregoing sentence, if Party A has been provided written notice from [DAO NAME] as to any material issue with the quality or provision of the Services which remains uncured for ten days in [DAO NAME]’s sole reasonable discretion, this Agreement may be terminated immediately by written notice from [DAO NAME]. 22 | 23 | c. For avoidance of doubt, this Agreement may be terminated in accordance with this section at any point in a calendar month or compensation cycle, and Party A’s compensation for such calendar month or compensation cycle shall be reduced or prorated accordingly to match the actual number of days providing Services for such calendar month or compensation cycle, as applicable. 24 | 25 | 3. **Compensation**. 26 | 27 | a. [DAO NAME] or its written designee will pay Party A [an equivalent amount to USD$[______] by [STABLECOIN]][the compensation set forth in the applicable [NAME] DAO resolution applicable hereto] or other mutually agreed payment method and calculation[ within the first calendar week of each applicable month during the Term, or as otherwise mutually agreed in writing]. 28 | 29 | b. [DAO NAME] will reimburse Party A for all reasonable and necessary expenses incurred by Party A directly attributable to the Services, subject to [DAO NAME]’s express prior written approval of such expenses. 30 | 31 | 4. **Independent Contractor Relationship**. 32 | 33 | a. In providing the Services under this Agreement, the Parties expressly agree that Party A is acting as an independent contractor and not as an employee or agent of [ENTITY], [DAO NAME] or any other related entity. Party A and [DAO NAME] acknowledge and agree that this Agreement does not create a partnership of any kind, nor any joint venture or similar relationship, and is exclusively a contract for service. Party A is not required to pay or make any contributions of any monetary value towards any governmental entity for tax purposes, unemployment compensation, worker’s compensation, insurance premium, pension or any other employee benefit with respect to [DAO NAME] during the Term. 34 | 35 | b. Party A acknowledges and agrees that Party A is solely responsible for complying with all laws, regulations, and other governmental requirements applicable to Party A including but not limited to paying all taxes, expenses, and other amounts due from Party A of any kind related to this Agreement. 36 | 37 | // consider inclusion (if applicable) to strengthen independent contractor fact pattern, mitigating employment-related risks to Entity 38 | [c. Party A represents that their provision of Services and compensation received under this Agreement is reasonably likely to comprise approximately 30% or less of their aggregate workload and income received from all counterparties, employers, customers, and other third parties as of the Effective Date.] 39 | 40 | // applicable for where grantee will be privy to confidential information, such as information subject to a third party's NDA, or perhaps where a grantee wishes to preserve their own anonymity, etc. 41 | 42 | 5. **Confidential Information**. 43 | 44 | a. Each Party, their respective affiliates and their respective directors, officers, employers, employees, agents, members, or advisors (collectively, “Representatives”) may be alerted of, become privy to, provide or gain access to certain confidential and/or proprietary information of the other Party. A Party or its Representative disclosing its Confidential Information (as such term is defined in Section 5(b) below) to the other Party is hereafter referred to as a “Disclosing Party.” A Party or its Representative receiving the Confidential Information of the Disclosing Party is hereafter referred to as a “Receiving Party.” 45 | 46 | b. The term “Confidential Information” as used in this Agreement shall mean any data or information that is reasonably sensitive material and not generally known to the public or any third parties, including, but not limited to, information relating to any of the following: the Relationship, product development and plans, proprietary concepts, documentation, operations, systems, computer software, source code, trade secrets, customer lists, customer relationships, negotiations, present or future business activities, design, verbal conversations or representations, writings, technical information and details which the Disclosing Party reasonably considers confidential, and anything [DAO NAME] sets forth in writing as being confidential or sensitive material. [Unless expressly set forth in writing otherwise, any and all data, information, correspondence, materials, activities, operations, or relationships in any way related to “[______]” or any reference thereof shall be deemed included in the definition of “Confidential Information.”] 47 | 48 | c. The obligation of confidentiality with respect to Confidential Information will not apply to any information publicly known or accessible due to prior authorized or lawful disclosure, or if the information is disclosed by the Receiving Party with the Disclosing Party’s prior written consent and approval. 49 | 50 | d. With respect to Confidential Information: 51 | 52 | i. Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement; 53 | 54 | ii. Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material; 55 | 56 | iii. Upon termination the termination of this Agreement, Receiving Party will ensure that all documents, writings, and other electronic records that include or reflect any Confidential Information are returned to Disclosing Party or are destroyed as directed by Disclosing Party; 57 | 58 | iv. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and 59 | 60 | v. The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Section 5(c) above. 61 | 62 | 6. **[Open Source /// Ownership of Intellectual Property]**. [The Parties acknowledge and agree that all work product and materials from the Services, unless expressly agreed in writing to the contrary, are and will be made and distributed under the MIT license. /// All intellectual property, work product, and related material including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, non-open source software, method, trade name and communications (the “Intellectual Property”) that is developed, progressed, or produced under this Agreement is a “work made for hire” and will be the sole property of [DAO NAME]. Party A may not use the Intellectual Property for any purpose other than as agreed herein except with the prior written consent of [DAO NAME]. The use of the Intellectual Property by [DAO NAME] will not be restricted in any manner. Party A will be responsible for any and all damages resulting from Party A’s or its Representatives’ or a third party’s (to the extent such third party received or became aware of Intellectual Property from Party A) unauthorized use of the Intellectual Property.] 63 | 64 | 7. **Remedies and Indemnity**. 65 | 66 | a. Each Party agrees that use or disclosure of any Confidential Information [or Intellectual Property] in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (i) money damages may not be a sufficient remedy for any breach of this Agreement by such Party; (ii) the other Party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (iii) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (iv) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one Party or any of its Representatives has breached this Agreement, such Party will be liable for reasonable legal fees and expenses incurred by the other Party in connection with such litigation. 67 | 68 | b. Each Party agrees to defend, indemnify and hold harmless the other Party against any and all liabilities, claims, suits, losses, damages and expenses, including reasonable attorney's fees, incurred by or asserted against the indemnified Party to the extent caused by the acts or omissions of the indemnifying Party in connection with the performance of Services under this Agreement. 69 | 70 | c. [ENTITY] hereby acknowledges and agrees that Party A has made no express warranties concerning the Services. It is solely [ENTITY]’s responsibility to determine whether the Services will suit [DAO NAME]’s needs or goals. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. [ENTITY], TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND [ENTITY] HEREBY WAIVES ALL WARRANTIES BY PARTY A, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE SERVICES. PARTY A DOES NOT WARRANT, AND [ENTITY] HEREBY WAIVES ANY WARRANTY, THAT THE SERVICES WILL YIELD ANY PARTICULAR RESULTS OR SUCCESSFUL OUTCOMES. PARTY A DOES NOT MAKE ANY WARRANTY AND [ENTITY] HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM THE SERVICES. 71 | 72 | d. LIMITATION OF LIABILITY: PARTY A SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. 73 | 74 | 8. **Assignment**. Neither Party will voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party. 75 | 76 | 9. **Notices**. All notices given under this Agreement shall be in writing and provided in the same manner and to the same addresses and addressees as the Agreement itself or as otherwise designated in writing by the Parties. 77 | 78 | 10. **Amendment**. This Agreement may be amended or modified only by a written agreement signed by both Parties. 79 | 80 | 11. **Jurisdiction and Governing Law**. This Agreement will be governed by and construed in accordance with the laws of [JURISDICTION], without regard to the principles of conflict of laws. [Any controversy, dispute or claim among the parties arising out of or relating to this agreement, or the breach, termination or validity thereof, shall be finally settled by LexDAO Arbitration in accordance with the rules and procedures recorded on https://github.com/lexDAO/Arbitration.] [Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in [ARBITRATION LOCATION] before [one] arbitrator. The arbitration shall be administered by [JAMS pursuant to its Comprehensive Arbitration Rules and Procedures ][and in accordance with the Expedited Procedures in those Rules] [or pursuant to JAMS' Streamlined Arbitration Rules and Procedures]]. 81 | 82 | 12. **Miscellaneous**. 83 | 84 | a. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the Parties. 85 | 86 | b. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or any other provision. 87 | 88 | c. Neither Party shall be in default or otherwise liable for any delay in, or failure of its performance under this Agreement, where such delay or failure arises by reason of any Act of God, or of any government or any governmental body, any material bug, defect or error in any of the [DAO NAME] code, framework or interface or any smart contract or third party oracle or storage program, network or layer or other infrastructure on which the [DAO NAME] code is reliant, or the unauthorized triggering, use or exploitation (whether intentional or unintentional) of any of the foregoing which renders Party A reasonably unable to provide the Services, or other cause beyond the control of the Parties (any of the foregoing, a “force majeure”); provided, however, that the delay or failure in performance could not have reasonably been foreseen or provided against; and provided further that each Party exercises such diligence in resolving the force majeure as the circumstances may require. 89 | 90 | d. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts were severed from this Agreement. 91 | 92 | e. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement may be executed by commercially acceptable electronic means, and any electronic signatures to this Agreement are the same as handwritten signatures for purposes of validity, enforceability, and admissibility. 93 | 94 | f. Any consents, approvals or acknowledgements provided by [DAO NAME] may be provided through [DAO NAME]'s governance framework pursuant to its applicable requirements. 95 | 96 | 97 | ***************************************************** 98 | 99 | 100 | 101 | The Parties hereto have executed this Agreement as of the Effective Date. 102 | 103 | 104 | 105 | [PARTY A SIGNATURE] 106 | By: 107 | **[Party A]** 108 | 109 | 110 | 111 | [ENTITY SIGNATURE] 112 | By: 113 | **[ENTITY]** 114 | -------------------------------------------------------------------------------- /formation/llc/DelawareOA.md: -------------------------------------------------------------------------------- 1 | # **DAO LLC OPERATING AGREEMENT** 2 | 3 | ## **[[DAO LLC Name]] LLC** 4 | 5 | ## *A Member-Managed DAO LLC* 6 | 7 | ## **DELAWARE LLC OPERATING AGREEMENT** 8 | 9 | ### *Designated Blockchain: [[Designated Blockchain]]* 10 | 11 | **THIS OPERATING AGREEMENT** is made and entered into effective [[DAO LLC Formation Date]], by and among the parties assigned cryptographic interests in the decentralized autonomous organization described on *Schedule 1* (collectively referred to in this agreement as the "***Members***"). 12 | 13 | **SECTION 1** 14 | 15 | **THE DAO LLC** 16 | 17 | **1.1 Formation**. Effective [[DAO LLC Formation Date]], the Members form a limited liability company ("***LLC***") under the name [[DAO LLC Name]] LLC (the "***DAO LLC***") on the terms and conditions in this Operating Agreement (this "***Agreement***") and pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 *et seq.*) (the "***Act***"). The Members agree to file with the appropriate agencies within the State of Delaware charged with processing and maintaining such records all documentation required for the formation and maintenance of the DAO LLC. The rights and obligations of the Members are as provided in the Act except as otherwise expressly provided in this Agreement. 18 | 19 | **1.2 Name**. The business of the DAO LLC will be conducted under the name [[DAO LLC Name]] LLC, or under such other names which the Members may agree upon as provided in this Agreement and from time to time. 20 | 21 | **1.3 Purpose**. The purpose of the DAO LLC is to engage in any lawful act or activity for which an LLC may be formed within the State of Delaware. 22 | 23 | **1.4 Office**. The DAO LLC shall continuously maintain an office and registered agent in the State of Delaware as required by the Act. The DAO LLC will maintain its principal business office at such places of business as the Members may deem advisable for the conduct of the DAO LLC's business. 24 | 25 | **1.5 Term**. The term of the DAO LLC commences on [[DAO LLC Formation Date]] and shall continue perpetually unless sooner terminated as provided in this Agreement. 26 | 27 | **1.6 Admission of Additional Members**. Except as otherwise expressly provided herein, no additional Members may be admitted to the DAO LLC without the consent of the Members as provided in this Agreement. 28 | 29 | **1.7 Admission of Series of Members**. The DAO LLC may form separate series with respect to the Members pursuant to the Act, § 18-215, and if so formed and listed on *Schedule 2*, as amended from time to time, the Members intend that the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series of the DAO LLC will be enforceable against the assets of such series only, and not against the assets of the DAO LLC generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the DAO LLC generally or any other series thereof shall be enforceable against the assets of such series ("***Series***"). For admission as a Series, each Series and its members and managers must agree to indemnify and hold harmless the DAO LLC and the Members (the "***Series Indemnified Parties***") against any claims, liabilities, legal fees, judgements, or other losses incurred by the Series Indemnified Parties that reasonably arise from (i) a Series’ non-compliance with the provisions of this Agreement or (ii) any action undertaken by the Series, its members or managers. 30 | 31 | **SECTION 2** 32 | 33 | **CAPITAL CONTRIBUTIONS** 34 | 35 | **2.1 Initial Contributions**. The initial and other contributions of the Members and those subsequently admitted as Members shall be set forth in *Schedule 1* as amended from time to time. Contributions shall be made in cash, cryptographic assets and/or equivalent work as determined by the Members. Contributions by members among Series shall be set forth in *Schedule 2*, as amended from time to time. 36 | 37 | **2.2 Additional Contributions**. No Member shall be obligated to make any additional contribution to the DAO LLC's capital without the consent of the Members as provided in this Agreement. 38 | 39 | **2.3 No Interest on Capital Contributions**. Members are not entitled to interest or other compensation for or on account of their capital contributions to the DAO LLC except to the extent, if any, expressly provided in this Agreement. 40 | 41 | **SECTION 3** 42 | 43 | **ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS** 44 | 45 | **3.1 Distributions**. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit and determine as provided in this Agreement. Available funds, as referred to herein, shall mean the net cash and/or cryptographic equivalents of the DAO LLC available after appropriate provision for expenses and liabilities, as determined by the Members. Distributions in liquidation of the DAO LLC or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to *U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2)*. To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in *U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d)*. 46 | 47 | **3.2 No Right to Demand Return of Capital**. No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the DAO LLC. 48 | 49 | **SECTION 4** 50 | 51 | **LIMITATION OF LIABILITIES** 52 | 53 | **4.1 Indemnification**. The DAO LLC shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the DAO LLC) by reason of the fact that they are or were a Member of the DAO LLC, manager, employee, or agent of the DAO LLC, or are or were serving at the request of the DAO LLC, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the DAO LLC, and with respect to any criminal action proceeding, have no reasonable cause to believe their conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which they reasonably believed to be in the best interest of the DAO LLC, and, with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was lawful. 54 | 55 | **SECTION 5** 56 | 57 | **POWERS AND DUTIES OF MANAGING MEMBERS** 58 | 59 | **5.1 Management of DAO LLC**. 60 | 61 | **5.1.1** The Members, within the authority granted by the Act and the terms of this Agreement and as signified through Cryptographic Consensus (*defined below*), shall have the complete power and authority to manage and operate the DAO LLC and make all decisions affecting its business and affairs. Similarly, the business and affairs of a Series shall be vested in the members of that Series in accordance with this Agreement and as detailed in *Schedule 2*. 62 | 63 | **5.1.2** Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the DAO LLC shall be made and determined by recorded votes of the Members' interests in the DAO LLC secured and denominated on a public blockchain ("***Cryptographic Units***") under the then-existing consensus rules of such Cryptographic Units as detailed on *Schedule 1* (such determination, "***Cryptographic Consensus***"). 64 | 65 | **5.1.3** Third parties dealing with the DAO LLC shall be entitled to rely conclusively upon the power and authority of the Members to manage and operate the business and affairs of the DAO LLC as signified through Cryptographic Consensus. 66 | 67 | **5.1.4** In the event that Cryptographic Consensus cannot be determined, due to, among other causes, exigent circumstances related to the operation of the DAO LLC operating code, Designated Blockchain, or otherwise, the Members shall promptly select an alternative operating mechanism in writing to record votes of Cryptographic Units and determine Cryptographic Consensus for the DAO LLC. In the event an alternative blockchain is selected by the Members in accordance with this section, such blockchain will be deemed the Designated Blockchain for all purposes of this Agreement. 68 | 69 | **5.2 Decisions by Members**. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean the consent of Members determined by recorded votes of Cryptographic Units and as signified through Cryptographic Consensus. 70 | 71 | **SECTION 6** 72 | 73 | **PAYMENT OF EXPENSES, SALARIES, AND COUNSEL** 74 | 75 | **6.1 Organization Expenses**. All expenses incurred in connection with the organization of the DAO LLC will be paid by the DAO LLC as approved by Cryptographic Consensus. 76 | 77 | **6.2 Salary**. No salary will be paid to a Member for the performance of their duties under this Agreement unless the salary has been approved by Cryptographic Consensus. 78 | 79 | **6.3 Legal and Accounting Services**. The DAO LLC may obtain legal and accounting services to the extent reasonably necessary for the conduct of the DAO LLC's business. 80 | 81 | **SECTION 7** 82 | 83 | **BOOKS OF ACCOUNT, RECORDS, ACCOUNTING REPORTS, FISCAL YEAR, TAX MATTERS** 84 | 85 | **7.1 Method of Accounting**. The DAO LLC will use the method of accounting previously determined by the Members for financial reporting and tax purposes. 86 | 87 | **7.2 Books of Record**. The books and records of the DAO LLC may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Members. 88 | 89 | **7.3 Fiscal Year; Taxable Year**. The fiscal year and the taxable year of the DAO LLC is the calendar year. 90 | 91 | **7.4 Capital Accounts**. Capital Accounts among the Members and any Series formed hereafter shall be maintained on the Designated Blockchain and evidenced by Cryptographic Consensus and equivalent determinations by Series under their respective agreements. 92 | 93 | **7.5 Tax Representative**. The Members shall select a "Tax Representative," who shall be the "partnership representative" of the DAO LLC within the meaning of Section 6223(a) of the Internal Revenue Code of 1986. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations (including as a "tax matters partner"), the Tax Representative shall also serve in such capacity. The Tax Representative may resign at any time. If a Tax Representative ceases to serve as such for any reason, the DAO LLC itself will automatically and immediately become the new (acting) Tax Representative until a new Tax Representative is selected by the Members as provided in this Agreement. 94 | 95 | **SECTION 8** 96 | 97 | **REPRESENTATIONS & WARRANTIES** 98 | 99 | By entering into this Agreement, Members represent and warrant to the DAO LLC that they acknowledge and agree to the following: 100 | 101 | (i) [[DAO LLC Name]] LLC has no present intention of registering the Cryptographic Units and is under no obligation to register the Cryptographic Units. There is no assurance that any exemption from registration under the Securities Act will be available, and that, even if available, such exemption may not allow Members to transfer all or any portion of the Cryptographic Units under the circumstances, in the amounts, or at the times that they might propose; 102 | 103 | (ii) This Agreement has been reviewed and authorized by the existing Members; and 104 | 105 | (iii) This Agreement constitutes legal, valid, and binding obligations, enforceable in accordance with their terms among the Members, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor’s rights generally and by general equitable principles. 106 | 107 | **SECTION 9** 108 | 109 | **TRANSFER OF MEMBERSHIP INTERESTS** 110 | 111 | **9.1 Sale or Encumbrance Prohibited**. Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "***Transfer***") an interest in the DAO LLC, including, but not limited to, assigning control over Cryptographic Units, without the prior authorization of the Members under Cryptographic Consensus or formal assignment mechanisms otherwise authorized for the DAO LLC or Series formed hereafter. 112 | 113 | **9.2.1 Death, Incompetency, or Bankruptcy of Member**. On the death, adjudicated incompetence, or bankruptcy of a Member, unless the DAO LLC exercises its rights under *Section 9.3*, the successor-in-interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the DAO LLC and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "***Economic Rights***") unless and until the transferee is admitted as a fully substituted Member by Cryptographic Consensus. 114 | 115 | **9.2.2** Any Transfer of Economic Rights pursuant to *Section 9.2* will not include any right to participate in the management of the DAO LLC, including any right to vote, consent to, and will not include any right to information on the DAO LLC or its operations or financial condition. Following any Transfer of only the Economic Rights of a Member's interest in the DAO LLC, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the interests of the remaining Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member. 116 | 117 | **9.3 Death Redemption**. Notwithstanding the foregoing provisions of *Section 9*, the Members covenant and agree that on the death of any Member, the DAO LLC, at its option, by providing written notice to the estate of the deceased Member within one-hundred eighty (180) days of the death of the Member, may purchase, acquire, and redeem the interest of the deceased Member in the DAO LLC pursuant to the provisions of *Section 9.2*. 118 | 119 | **9.3.1** The value of each Member's interest in the DAO LLC as represented by Cryptographic Units will be determined and signified through Cryptographic Consensus. 120 | 121 | **9.3.2** On completion of the redemption of the deceased Member's interest in the DAO LLC, the interests of the remaining Members will increase proportionately to their existing interests recorded by Cryptographic Consensus. 122 | 123 | **9.4 Withdrawal**. For the avoidance of doubt, a Member may at all times redeem their interests in the DAO LLC through mechanisms approved through Cryptographic Consensus, and may be similarly subject to removal from the DAO LLC for violation of this Agreement or associated Member obligations and face liquidation of their interests in the DAO LLC through formal exit mechanisms approved through Cryptographic Consensus. 124 | 125 | **SECTION 10** 126 | 127 | **DISSOLUTION AND WINDING UP OF THE DAO LLC** 128 | 129 | **10.1 Dissolution**. The DAO LLC will be dissolved on the happening of any of the following events: 130 | 131 | **10.1.1** Sale, transfer, or other disposition of all or substantially all of the property of the DAO LLC; 132 | 133 | **10.1.2** The agreement of all of the Members; 134 | 135 | **10.1.3** By operation of law; or 136 | 137 | **10.1.4** The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the DAO LLC, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within one-hundred twenty (120) days after the date of the event, elect to continue the business of the DAO LLC. 138 | 139 | **10.2 Winding Up**. On the dissolution of the DAO LLC (if the DAO LLC is not continued), the Members must take full account of the DAO LLC's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value, and the proceeds, to the extent sufficient to pay the DAO LLC's obligations with respect to the liquidation, will be applied and distributed, after any gain or loss realized in connection with the liquidation has been allocated in accordance with *Section 3* of this Agreement, and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order: 140 | 141 | **10.2.1** To payment and discharge of the expenses of liquidation and of all the DAO LLCs debts and liabilities to persons or organizations other than Members; 142 | 143 | **10.2.2** To the payment and discharge of any DAO LLC debts and liabilities owed to Members; and 144 | 145 | **10.2.3** To Members in the amount of their respective adjusted Capital Account balances on the date of distribution and as authorized by the designated Tax Representative as provided in *Section 7.5*. 146 | 147 | **SECTION 11** 148 | 149 | **GENERAL PROVISIONS** 150 | 151 | **11.1 Amendments**. Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment upon the consent of the Members as signified through Cryptographic Consensus. 152 | 153 | **11.2 Governing Law**. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Delaware (without regard to principles of conflicts of law). 154 | 155 | **11.3 Entire Agreement; Modification**. This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the Members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed in accordance with *Section 11.1*. 156 | 157 | **11.4 Further Effect**. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement. 158 | 159 | **11.5 Severability**. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement. 160 | 161 | **11.6 Captions**. The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement. 162 | 163 | **11.7 Notices**. All notices required to be given by this Agreement will be in writing and will be effective when actually delivered to the owners of the addresses documented in *Schedule 1* for each Member or to such other addresses as a Member may specify by notice given in conformance with these provisions to the other Members. 164 | 165 | **11.8 Arbitration**. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by online arbitration by [[Arbitrator]] in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All costs of the arbitration and the fees of the arbitrators shall be allocated between the parties as determined therein, it being the intention of the parties that the prevailing party in such a proceeding be made whole with respect to its expenses. 166 | 167 | **IN WITNESS WHEREOF**, the parties to this Agreement execute this Operating Agreement as of the date and year first above written. 168 | 169 | **DAO LLC Organizer** 170 | 171 | 0x[[DAO LLC Organizer EthAddress]] 172 | 173 | ## **Membership - Schedule 1** 174 | 175 | **DAO LLC. OPERATING AGREEMENT** 176 | 177 | **FOR [[DAO LLC Name]] LLC** 178 | 179 | **LISTING OF MEMBERS & CAPITAL CONTRIBUTIONS** 180 | 181 | The DAO LLC operating code ratifying this Agreement through Cryptographic Consensus, or otherwise deployed and stamped by this Agreement and related transaction data, provides a running account of DAO LLC capital contributions, Cryptographic Units, and Designated Blockchain addresses identified among the Members. 182 | 183 | ## **Series - Schedule 2** 184 | 185 | **DAO LLC. OPERATING AGREEMENT** 186 | 187 | **FOR [[DAO LLC Name]] LLC** 188 | 189 | **LISTING OF LLC SERIES** 190 | 191 | The following Series have been established under the DAO LLC pursuant to the Act, § 18-215: 192 | 193 | *Those Series duly authorized under Cryptographic Consensus and the DAO LLC operating code established under *Schedule 1* of this Agreement.* 194 | --------------------------------------------------------------------------------