[A Decentralized Autonomous Organization]
1.1 The EffectDAO (“DAO”) shall aim to be a fully decentralized autonomous organization governed by this Constitution and administered through the medium of Blockchain technology. This Constitution is recorded permanently on the Blockchain and can be amended only with the methods and requirements stated herein.
1.2 The EffectDAO is founded on the following core principles:
1.2.1 Growth of The Effect Network: The primary objective of the DAO is to grow the products and services, community, and awareness of The Effect Network. To encourage and create a frictionless entry of skilled participants who can add value to DAO and The Effect Network. And to support the research and development projects in the area of Artificial Intelligence and Blockchain.
1.2.2 Social Responsibility: As a limitless distributed project we believe we should act in the best interest of the global society as a whole. Building a community that will contribute to the welfare of the global society and environment. Adopting key social responsibility principles, such as accountability and transparency.
1.2.3 Inclusivity: We believe that social, economic, and political inclusion is essential to sustainable global progress.
1.2.4 Openness and Transparency: All decisions made by the DAO Governance structures and all operations of the DAO will be open and transparent.
1.2.5 Fairness: The DAO shall treat all Members fairly, reward contributions appropriately, and not seek unmerited profits. No one Member should have less information about a decision than others.
1.3 To the furthest extent permissible, the provisions mentioned within this Constitution shall be interpreted in a manner consistent with the core principles.
2.1 Membership is the result of the digital signing of the EffectDAO Constitution as specified as permanently registered on the Blockchain. Any Person having the legal capacity to do so is welcome to join the EffectDAO as a Member as long as minimum requirements are met in accordance with the Constitution.
2.2 Membership is a mandatory prerequisite to be a Member or a Guardian in the EffectDAO.
2.3 Membership entitles a Member to participate in Governance of the DAO by means of the submission of Proposals and or the voting on Proposals.
2.4 A Member can unregister voluntarily at any time by reducing the Members Stake below the minimum requirements, or by unsigning the Constitution.
3.1 The Guardians of the EffectDAO comprises all the Members that meet the minimum requirements to become a Guardian, as is prescribed by the Staking Directive. Upon achieving the requirements set out in the Staking Directive a Member is immediately appointed as a Guardian and can function as one in accordance with the provisions of the Constitution.
3.2 When a Guardian no longer meets the requirements set out in the Staking Directive, which event can be caused by a change in the Stake of the Guardian, by an amendment of the Staking Directive by means of Special Resolution or otherwise, or a change in the Membership of the Guardian, the Rank of said Guardian is immediately revoked.
3.3 A Guardian is entitled to participate in Governance of the DAO by means of the submission of Proposals and/or Voting.
3.4 A Guardian that participates in voting may qualify for Fee Distribution.
3.5 A Guardian may resign from the EffectDAO at any time by unregistering as a Member as per section 2.4.
4.1 Until such time as the first High Guard is constituted, The Effect Network Foundation shall be deemed and shall have the powers and duties of the High Guard for the purposes of the Constitution.
4.2 A High Guard Member is one (1) of at least seven (7) persons appointed in accordance with the provisions of the Constitution.
4.3 Each candidate for the position of a High Guard Member must be a Guardian and must be an individual or a legal entity.
4.4 High Guard Members shall be nominated, elected, and appointed in accordance with the procedure, qualifications, and mechanism prescribed by the Nomination Directive.
5.1 The Effect Staking Protocol is used to Stake EFX and NFX Tokens in order to gain more privileges within the EffectDAO as subject to the Staking Directive.
5.2 The Effect Staking Protocol includes a feature called Stake AGE, which tracks how long your Stake has been active. The Stake AGE of your Stake functions as a multiplier on the rewards you will receive.
5.3 The functioning of the Staking Protocol can change over time by means of a Governance Proposal and is always reflected in Staking Directive and the Foundational Code.
6.1 Any Member shall be entitled to submit Proposals for the consideration and determination of the Guardians.
6.2 The usage of any EFX or NFX Tokens for the purposes of submission of Proposals and Voting of Members, or for any other purpose prescribed by the Constitution, shall be deemed the usage by the holder thereof, whether or not such usage was affected by such holder, any servant or agent thereof or any other person whether authorized or unauthorized.
6.3 Each Guardian shall be permitted to vote on the Proposals put forth by Members, and on any other matters prescribed by or pursuant to the Constitution, in proportion to the number of votes as is prescribed by the Rank held by such Guardian, in accordance to the Voting Directive.
6.4 Subject to the provisions of any accepted Governance Proposal, a quorum for the purposes of any Vote of Guardians prescribed by the Constitution shall be 20% of the total available votes.
6.5 Guardians may be permitted to Vote by proxy in the manner prescribed, and subject to, any Voting Directive.
6.6 The Effect Network Foundation alway has veto rights until phase 2 of the EffectDAO is fully launched in accordance to the Phases road map.
7.1 The distribution of EFX and other Tokens or assets from fees generated by various events in The Effect Network including but not limited to fees collected by Proposals, dApps, DAO funds, and Token fees are distributed to the EffectDAO Guardians who meet the requirements set out in the Distribution Directive and in a manner as subject to the Distribution Directive.
7.2 Notwithstanding any other provision of the Constitution, the entitlement of any Guardian to Fee Distribution, as affected by the DAO, shall be conditional on such Guardian electing to receive Fee Distribution, in accordance with the procedure and mechanism prescribed by the Distribution Directive.
8.1 Any amendments to this Constitution require a successful decision by the High Guard. The amended Constitution will be recorded on the Blockchain. Upon decision on any updated version, amendment, supplement, restate, or other modification of any profusion of this Constitution shall thereupon be effective and binding upon each Member of the EffectDAO resigning or agreeing on the amendments.
9.1 All decisions, transactions, and/or accounting for the EffectDAO shall be viewable by all DAO Members on The Effect Dashboard and/or on the Blockchain hosting the EffectDAO.
10.1 Informal Dispute Resolution: Members and Guardians and/or High Guard shall cooperate in good faith to resolve any Dispute, controversy, or claim arising out of, relating to or in connection with the Constitution or the DAO, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (“Dispute”). All resolutions are subject to final approval by the High Guard.
11.1 The Terms and Conditions shall be incorporated herein and form a part of this Constitution. The High Guard may, by Special Resolution make, amend, restate, supplement, or otherwise modify any provision of the Terms and Conditions and same shall thereupon and without more be effective and binding on or against each Member of the EffectDAO.
1.1 In this Constitution, if not inconsistent with the context, the words and expressions shall bear the meanings set opposite them respectively.
| Expression: | Meaning: | |
|---|---|---|
| 1.1.1 | Agreement | Means the Terms and Conditions as specified in the Constitution and agreement between any person or entity accepting the Agreement and/or participating in any capacity in the EffectDAO. |
| 1.1.2 | Blockchain | Also known as "Distributed Ledger Technology", means a consensus of replicated, shared and synchronized digital data geographically spread across multiple sites, countries, and institutions |
| 1.1.3 | Constitution | Means this Constitution as originally framed or as from time to time amended, restated, supplemented, or otherwise modified in accordance with the Constitution. |
| 1.1.4 | DAO | Means the Decentralized Autonomous Organization of Members governed by and administered in accordance with the Terms and Conditions of the Constitution, which the community of Members shall be bound to. Collectively referred to as the "EffectDAO" or "DAO". |
| 1.1.5 | dApp | Means a decentralized application running on a Blockchain. |
| 1.1.6 | Digital Signature | Means a transaction on the Blockchain The Effect Network operates, which confirms that a person controls a respective Wallet address and which includes the hash to this Agreement. |
| 1.1.7 | Digitally Signed | Means executing a transaction on the Blockchain that The Effect Network Operates on that includes a hash to this Agreement. |
| 1.1.8 | Distribution Directive | Means rules and regulations, approved by Special Resolution, as amended, restated, supplemented or otherwise modified from time to time, prescribing the procedure, qualifications (including Staking and Voting) and mechanism for the Fee Distribution to Guardians of the DAO. |
| 1.1.9 | Dispute | Means any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination as well as any tort or other non-contractual claim. |
| 1.1.10 | Effect Dashboard | Means the dApp platform published and maintained by or on behalf of the EffectDAO at the URL prescribed by Resolution. |
| 1.1.11 | Effect Staking Protocol | Means the Triforce of EFX and its Stake AGE and NFX. The Staking Protocol determines the number of Votes a Guardian has and also determines a Guardian's DAO Rank. |
| 1.1.12 | EffectDAO | Means a Decentralized Autonomous Organization of Members Governed by and administered in accordance with the Terms and Conditions of the Constitution, which community of Members shall be collectively referred to as the "EffectDAO" or "DAO". |
| 1.1.13 | EFX | Means the cryptographic Token that fuels The Effect Network. |
| 1.1.14 | Fee Distribution | Means the distribution of value created within The Effect Network and distributed through the EffectDAO in the form of EFX Tokens or other assets. |
| 1.1.15 | Foundational Code | Means the Smart Contracts and the integration between such Smart Contracts and the EffectDAO and The Effect Network. |
| 1.1.16 | Genesis Guard | Means a group of Members who joined the DAO as a Guardian before December 19th, 2020. |
| 1.1.17 | High Guard Arbitration | Means the deliberation and final decision process conducted by members of the High Guard on disputes that arise between Members and/or Guardians regarding matters relating to the EffectDAO. The High Guard Arbitration decision is final and binding on the parties thereto. |
| 1.1.18 | Governance | Means the act or process of governing or overseeing the control and direction of any aspect or function or process of the EffectDAO and its related activities. |
| 1.1.19 | Governance Proposal | Means a proposal that directly affects the governance rules of the DAO. These include smart contract upgrades, Constitution updates, updates to the intrinsic parameters that affect the working of smart contracts, changes of Members of the High Guard, and similar. |
| 1.1.20 | Guardian | Means a Member of the DAO who is within the minimum requirements of staking to receive Fee Distribution and has digitally signed the EffectDAO Constitution. |
| 1.1.21 | High Guard | Means the representative and Governance board of the DAO and shall consist of persons appointed by the Members in accordance with the provisions of the Constitution. |
| 1.1.22 | High Guard Member | Means a member of the High Guard. High Guard Members of the DAO are tasked with making final acceptance on work and Governance Proposals and voting on Special Resolutions. |
| 1.1.23 | Member | Means a Member of the EffectDAO who digitally signed this Constitution and has obtained a Membership. |
| 1.1.24 | Membership | Means a mandatory prerequisite for using and/or participating in any way the Proposal, Voting, and Governance aspects of the EffectDAO. |
| 1.1.25 | NFX | Means the Governance token of The Effect Network. It gives access to the DAO, is part of Governance, and gives the right to vote as well as access to the distribution of value created within The Effect Network. |
| 1.1.26 | Nomination Directive | Means rules and regulations, approved by Special Resolution, as amended, restated, supplemented or otherwise modified from time to time, prescribing the procedure, qualifications (including staking) and mechanism for the nomination, election and appointment of High Guard members. |
| 1.1.27 | Party | Means the EffectDAO, and Members of the EffectDAO who are subject to the Terms and Conditions and the Constitution. Also referred to as “Parties” collectively. |
| 1.1.28 | Person | Means an individual, a corporation, a trust, the estate of a deceased individual, a partnership, or an unincorporated association of persons. |
| 1.1.29 | Priority Proposal | Means a special Proposal submitted by a High Guard member directly to the High Guard for consideration and determination by the High Guard. |
| 1.1.30 | Proposal | Means a proposal submitted by any Member, Guardian, or High Guard member for consideration and determination by Votes and ultimately passed by the High Guard. |
| 1.1.31 | Proposal Directive | Means rules and regulations, approved by Special Resolution, as amended, restated, supplemented or otherwise modified from time to time, prescribing the subject matter of, and the procedure, qualifications, and mechanism for, the submission of Proposals by Members to the Guardians for their consideration and determination |
| 1.1.32 | Rank | Means a position in the hierarchy within the EffectDAO. |
| 1.1.33 | Related Parties | Means the Parties' parents, subsidiaries, affiliates, assigns, transferees as well as any of their representatives, principals, agents, directors, officers, employees, consultants, members, shareholders, or guarantors, past or future. |
| 1.1.34 | Resolution | Means a formal expression of opinion, will, or intention voted by an official body. |
| 1.1.35 | Smart Contract | Means the autonomous software code that is deployed on the Blockchain that The Effect Network and the EffectDAO operate on. |
| 1.1.36 | Special Resolution | Means a resolution, determination or decision consented to by not less than 75% of the High Guard casting Votes on such resolution, determination, or decision. |
| 1.1.37 | Stake | Means a Stake or Staking refers to the proof of holding tokens of a project to show confidence and support by locking tokens rendering them nontransferable. These locked tokens cannot be transferred while they are being staked. When used in reference to EFX and NFX tokens refers to the mechanism by which these tokens are rendered non-transferable by the holder thereof, and upon such terms and for such period, as prescribed by any nomination, Proposal or Voting and/or pursuant to the Constitution. |
| 1.1.38 | Stake AGE | Means a factor that increases the weight of staked tokens linearly over time; the longer the tokens are staked the more EFX Power they will have. |
| 1.1.39 | Staking Directive | Means rules and regulations, approved by Special Resolution, as amended, restated, supplemented or otherwise modified from time to time, prescribing the selection of Guardians and their associated Rank, based on the Effect Staking Protocol. |
| 1.1.40 | Terms and Conditions | Means the terms and conditions relating to the DAO, attached to the Schedule to this Constitution, and incorporated into this Constitution. Also referred to as "T&C". |
| 1.1.41 | The Effect Network | Means an open, democratic & decentralized network for Artificial Intelligence comprised of several platforms that run smart contracts deployed on the Blockchain. |
| 1.1.42 | The Effect Network Foundation | Means the branch of The Effect Network whose mission is to advance the understanding of Artificial Intelligence, Blockchain technology, and crowdsourcing within nations and aims to develop technology that supports transparency, equality, and opportunity for people and organizations around the world. |
| 1.1.43 | Token | Means any cryptographically secured digital representation of a set of rights, including Smart Contracts, provided on a digital platform and includes any fractional part thereof. |
| 1.1.44 | Vote | Means the act of voting. |
| 1.1.45 | Voting Directive | Means rules and regulations, approved by Special Resolution, as amended, restated, supplemented or otherwise modified from time to time, prescribing the subject matter of (where applicable), and the procedure, qualifications and mechanism for, Voting by Guardians and High Guard members, including but not limited to quorums, consensus and Rank. |
| 1.1.46 | Wallet | Means a wallet through which EffectDAO Members have access to and control of their private keys. |
| 1.1.47 | We, Our, Us | Means at all times and refers to the Related Parties and the EffectDAO. |
| 1.1.48 | You, Your, Yourself | Means at all times and refers to each EffectDAO Member subject to this Agreement and Constitution. |
These Terms and Conditions (the “T&C”) apply to each Member of the EffectDAO. PLEASE READ THESE TERMS CAREFULLY BEFORE SIGNING/ACCEPTING AND/OR PARTICIPATING IN THE EFFECT DAO. THE T&C AFFECTS THE LEGAL RIGHTS AND OBLIGATIONS OF MEMBERS AND PARTICIPANTS OF THE EFFECT DAO, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF ANY PERSON OR ENTITY DOES NOT AGREE TO THE TERMS AND CONDITIONS HEREOF, SUCH PERSON OR ENTITY MUST NOT SIGN/AGREE/ACCEPT THE TERMS AND CONDITIONS.
Binding Agreement
-
The following terms and conditions constitute the agreement (“Agreement”) by and between any person or entity accepting this Agreement and/or participating in any capacity in the EffectDAO. By accepting this agreement and participating in any capacity, any person or entity hereof agrees to be, and shall be constituted, without more, as a Member of the Effect Decentralized Autonomous Organization (“EffectDAO”) and shall be bound by the T&C at any time and in any manner, in accordance with the Constitution governing the organization, rights, and liabilities of the EffectDAO and the Members thereof (“Constitution”). Parties to this Agreement are:
- The EffectDAO, a decentralized autonomous organization (“Effect DAO”)
- Each owner of the address with which this Agreement was Digitally Signed (“Member”). Each referred to as “Party”, altogether referred to as “Parties”.
-
By accepting this Agreement, Member of the EffectDAO confirms that they are a Member of the EffectDAO and has read, understands, and agrees to the T&C.
The Effect Dashboard describes the proposed activities of the EffectDAO and the mechanisms through which such activities shall be conducted. By accepting, Member confirms that they have read and understood the website.
The EffectDAO is a semi-decentralized autonomous organization governed by the Constitution of the EffectDAO and administered through the medium of Blockchain technology. The use of Blockchain technology enables the EffectDAO to be decentralized and governed, in accordance with its Constitution, on an automated basis.
Member expressly represents and warrants to each of the other Members:
- You are acting on your own behalf and not for the benefit of any other person.
- You are the owner(s) of the Wallet used to sign this Agreement and have the capacity to control such Wallet.
- The EffectDAO does not have custody of your Wallet.
- You are responsible to implement all appropriate measures for securing your Wallet, including any private keys, seed words, or other credentials necessary to access such storage mechanisms.
- You have reached your legal age of majority in your jurisdiction.
- You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic Tokens, Token storage facilities (including Wallets), Blockchain technology, and Blockchain-based software systems.
- You have obtained sufficient information about the EffectDAO to make an informed decision to become a Party to this Agreement.
- Participating in the EffectDAO under this Agreement is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and shall be in full compliance with applicable laws (including, but not limited to, in compliance with any tax or disclosure obligations to which you may be subject in any applicable jurisdiction).
- You understand and accept that the EffectDAO is an experiment and that you participate at your own risk in the EffectDAO and that these risks may be minimal or substantial.
- You understand that all transactions executed within the scope of participation of the EffectDAO are recorded on the Blockchain The Effect Network operates on and are accordingly immutable and irreversible.
- You understand that such transactions may not be erased and that your Wallet address and transaction are displayed permanently and publicly and that you relinquish any right of rectification or erasure of personal data.
- You are not in or under the control of, or a national or resident of any country subject to United States embargo, United Nations or EU sanctions or any other financial sanctions regime, or designated as such on any other financial sanctions list by any financial sanction regime.
Each Member of EffectDAO shall:
- Support the purpose of the EffectDAO as described in the Constitution and refrain from any action that may conflict with or harm that purpose
- Not engage in any litigation against any of the Parties, the Related Parties or EffectDAO participants for any of the released claims you have waived, released, or discharge in this Agreement or for any other claims
- Inform yourself continuously about the regulatory status of distributed ledger technology (“Blockchain”) and crypto assets (“Tokens”) to ensure compliance with the legal framework applicable to you when taking part in the decision-making process of the EffectDAO.
- Comply with all legislation, regulations, professional standards, and other provisions as may govern the conduct of the EffectDAO
- Comply with any applicable tax obligations in their jurisdiction arising from their interaction with the EffectDAO
- Not use The Effect Network, any subsidiary of, or the EffectDAO to finance, engage in, or otherwise support any unlawful activities.
You hereby irrevocably release and forever discharge all and/or actions, suits, proceedings, claims, rights, demands, however arising, whether for damages, loss or injury sustained, loss of profits, accounting, set-offs, costs or expenses, or for any other remedy, whether in Curaçao or in any other jurisdiction, whether or not presently known to the Parties or to the law, and whether in law or equity, that you ever had, may have or hereafter can, shall or may have against the Parties, any of their Related Parties or any other EffectDAO Member or participant arising out of or connected with this Agreement, The EffectDAO, or any other matter arising out of or connected with the relationship between the Parties.
Each EffectDAO Member agrees to not sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against the Parties, their Related Parties or any other EffectDAO Member or participant any action, suit, arbitrary proceedings, or other proceedings concerning the Released Claims in Curaçao or any other jurisdiction.
THE EFFECT DAO IS AN EXPERIMENT IN THE FIELD OF DECENTRALIZED GOVERNANCE STRUCTURES. ACCORDINGLY, THE FOUNDATIONAL CODE, THE STAKING PROTOCOL, THE EFFECT DASHBOARD, AND THE PROPOSAL SYSTEM AND VOTING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, LEGALITY, VALIDITY, ADEQUACY OR ENFORCEABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE FOUNDATIONAL CODE, THE STAKING PROTOCOL, THE EFFECT DASHBOARD AND COORDINATION OF THE PROPOSAL SYSTEM AND VOTING WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE, WHETHER LATENT OR PATENT.
PARTICIPATION IN OR INTERACTION WITH THE EFFECT DAO IS AT A PERSON’S OWN RISK AND THE PERSON ASSUMES FULL RESPONSIBILITY FOR SUCH PARTICIPATION OR INTERACTION. WE EXCLUDE ALL IMPLIED CONDITIONS, WARRANTIES, REPRESENTATIONS, OR OTHER TERMS THAT MAY APPLY TO THE FOUNDATIONAL CODE, THE STAKING PROTOCOL, THE EFFECT DASHBOARD, AND THE PROPOSAL SYSTEM AND VOTING. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THE FOUNDATIONAL CODE, THE STAKING PROTOCOL, THE EFFECT DASHBOARD, AND THE PROPOSAL SYSTEM AND VOTING. WE WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE, BUSINESS INTERRUPTION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
Nothing in this Constitution is intended to or shall create any partnership, joint venture agency, or trusteeship. Each Party confirms:
- Is acting on its own behalf and not for the benefit of any other person
- Is liable for its own taxes
- The Parties have no fiduciary duties or equivalent obligations towards each other.
The Effect Network Foundation may assign their rights or duties arising out of or in connection with this Agreement to any of their affiliates or in connection with a merger or other disposition of all or substantially all of their assets.