Crypto Unicorns Guiding Principle v.1
(2024-02-06)
These guiding principles (the "Agreement") are entered into by and amongst Members of Crypto Unicorns DAO, an unincorporated nonprofit association organized under the laws of the State of Nevada (“We” or the "DAO"). The following terms apply when you hold, use, or mint sRBW or lsRBW tokens (collectively, “Voting Tokens”). By doing any of the above, you signify your agreement to these terms. If you do not agree to be bound by the Agreement in its entirety, you may not hold, use, or mint Voting Tokens. Capitalized terms used herein have the meanings ascribed to them in Section 22 or otherwise defined in this Agreement.
(a) Formation. The DAO was formed on February 6, 2024. The obligations of Members of the DAO shall be determined pursuant to the Revised Uniform Unincorporated Nonprofit Association Act of 2008 (the "Act"), NRS §§ 81.700 to 81.890 inclusive, and this Agreement.
(b) Purpose. The DAO seeks to foster an environment wherein Members may collaborate, grow, and build together. Its ultimate goal is the development and advancement of the Crypto Unicorns game (the “Game”) and the Crypto Unicorns ecosystem (“Crypto Unicorns”), guided by principles of collective decision-making, shared responsibility, and mutual respect. The purpose of the DAO is not to seek profit for Members, but to create a supportive and engaging community wherein our shared passion for Crypto Unicorns is the foundation for our collective endeavors to build generational intellectual property around the Game. The DAO’s goals include:
Product Enhancement: The DAO is dedicated to collectively making informed decisions that advance the Game, ensuring its continuous growth and adoption.
Community Building: the DAO aspires to cultivate a dynamic and engaged community, united by a shared interest and passion for the Game and Crypto Unicorns IP.
Awareness: The DAO is committed to promoting awareness of the Game, ultimately leading to its greater recognition globally.
(a) Membership. Membership to the DAO is extended to individuals who hold Voting Tokens, and agree to be bound by the terms of this Agreement. These Voting Tokens, gained by staking/locking RBW, represent the voting rights within the DAO.
(b) Membership Rights. Subject to compliance with the terms of this Agreement, including as it may be amended over time:
Right to Influence Organizational and Product Direction: Every Member has the right to contribute to the direction of the DAO and the Game by submitting Proposals.
The Right to Create Proposals: Every Member possesses the right to initiate a Proposal aimed at enhancing the DAO or the Game. The progression of these Proposals to a vote depends on their successful navigation of the Proposal Screening Process.
The Right to Challenge Proposals: Every Member has the right to dispute and challenge any Proposals put forth by others within the DAO. These discourses will be conducted in the Governance Forum.
The Right to Vote: Every Member of the DAO has the right to vote on any Proposals presented to the DAO, provided the Proposals have successfully completed the Proposal Screening Process.
The Right to Voluntary Exit: Every Member has the right to freely exit the DAO through the open market at their discretion.
The Right to Refuse: Every Member of the DAO has the right to refuse any work assigned to them without their explicit consent. Under no circumstances shall another Member volunteer the work of another Member without the said Member’s consent.
(c) Governance Rights and Token Limitations. Each Member (or assignees, as the case may be) that receives or holds Voting Tokens expressly and unequivocally agrees that the Voting Tokens provide no rights to profits and/or losses, that the Voting Tokens do not entitle their holder to distributions or dividends, and that the Voting Tokens do not make their holder an owner, manager, or shareholder of the DAO or of any legal entity related to the Game, including but not limited to the DAO, Laguna Games Inc. Nor do the Voting Tokens confer any contractual rights besides those provided for in this Agreement.
(a) Except as otherwise provided in this Agreement or the Act, and to the fullest extent permitted by applicable law, no Member (or former Member) shall be liable for the obligations of the DAO, including any obligations owed by such Member in connection with any breach of this Agreement. A debt, obligation, or other liability of the DAO is solely the debt, obligation, or other liability of the DAO. Members (or former Members) are not personally liable, directly or indirectly, by way of contribution or otherwise for a debt, obligation, or other liability of the DAO solely by reason of being or acting as a Member. A Person's status as a Member does not prevent or restrict law other than the Act from imposing liability on the Person because of the Person's conduct. The failure of the DAO to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a Member of the DAO for a debt, obligation, or other liability of the DAO.
(b) Member Limitations. No Member shall have the right or power to either: (i) cause the dissolution and winding up of the DAO or (ii) demand or receive property, except as agreed to by the Members or otherwise provided herein.
(a) Subject to the provisions of this Agreement, the Members are authorized to transfer or sell RBWs tokens to another Person and to thereby, should such Person stake the RBW tokens in order to mint the Voting Tokens, admit such other Person to the DAO as additional Members (each such additional Member and such existing Member an "Additional Member").
(b) Accession to Agreement. Each Person who is to be admitted as an Additional Member pursuant to this Agreement shall agree to be bound by this Agreement.
(a) Voting Rights. Voting rights may be exercised on any active Proposal that has completed the Proposal Screening Process. Voting will be conducted on Snapshot or similar platforms providing equivalent functionality and security. As voting is on a per-Wallet basis, Members who use multiple Wallets to store their Voting Tokens will need to connect each wallet separately to exercise their voting rights.
(b) Voting Power. The voting power of each Member is directly proportional to the number of Voting Tokens held by the Member, as recorded on the Polygon blockchain, or such other blockchain the DAO may decide to use. Every DAO Member has the right to vote on all matters subject to DAO vote, including but not limited to Council Elections and Proposals.
(c) All Proposals will exclusively employ a Single Choice Strategy that allows voters to express agreement or disagreement, unless explicitly indicated otherwise in this agreement. On special instances indicated in this agreement, Quadratic Voting Strategy will be used to accurately capture the DAO’s sentiment.
“Single Choice Strategy” is a strategy that allows for a Voting Token conversion of 1 Voting Token: 1 vote.
“Quadratic Voting Strategy” is a strategy that allows for a Voting Token conversion of:n votes:
(d) Voting Results. The voting result for a Proposal is determined by a simple Majority Vote unless explicitly indicated otherwise, or the Proposal requires the approval of a Supermajority under this Agreement.
(e) Quorum. A "Quorum" refers to the minimum threshold of participation required for a Proposal's results to be deemed valid and actionable. For the vote on any Proposal to be considered legitimate, at least 33% of the Voting Tokens must be cast. Should this participation threshold not be achieved, the outcome of the Proposal, irrespective of whether it has received a Majority Vote, shall be considered non-binding and the Proposal will not progress to the subsequent phase. The total number of Voting Tokens is determined by the total supply of Voting Tokens at the time the vote is queued, as indicated by the block number on the blockchain.
(f) Supermajority. A supermajority, consisting of 50% + 1 of the total Voting Tokens, can pass Proposals related to treasury disbursement, DAO processes, and any Proposal requiring legal representation.
(a) Posting a Draft Proposal.
(i) Any Member may put forward a Proposal. To formally advance a Proposal, the Member must draft the Proposal in accordance with the template delineated in Appendix I for Grant Proposals, and Appendix II for all other Proposals.The completed Proposal shall be made public on the Governance Forum. For the purposes of these stipulations, a Member advancing a Proposal shall be referred to as the "Author."
(ii) Grant Proposals shall be accompanied by a disbursement schedule, wherein the majority of the grant shall be disbursed only upon the fulfillment of specified milestones, or after a service has been rendered or an output delivered. An initial allocation, constituting less than 10% of the total grant, may be proposed to support initial operations, subject to approval by the DAO.
(iii) Grant Proposals to allocate a value equal to 10% or more of the total treasury balance at the time of the request will require a successful vote from the Supermajority.
(iv) All Proposals must lay out the voting options clearly and must be executable using the Single Choice Strategy voting option.
(v) Voting options must be implementable, and abstaining cannot be added as one of the voting options, except as otherwise provided herein.
(vi) Once the draft Proposal has been officially published for the DAO’s review, the Author is then expected to discuss with the Members and defend their Proposal via the Governance Forum or revise the Proposal as they deem necessary.
(vii) Five (5) days after a Proposal has been officially published or last revised, the Proposal becomes eligible for the next scheduled Council Review and may be queued upon the confirmation of the Author that the Proposal is ready for Council Review.
(b) Council Review.
(i) Council Reviews take place every 15th and 30th of the month.
(ii) Any Proposal that has been live and not been revised in the last five (5) days prior to the 15th or 30th, 12:00 UTC, is eligible for a Council Review, upon the confirmation of the Author that the Proposal is ready for the Council Review.
(iii) Council Members may request a Temperature Check from the Governance Facilitator when sentiment within the community is unclear.
(iv) Council Members will then present their positions asynchronously within a 24-hour period. As the Council is composed of 11 members, each Council Member may only vote to either pass or reject the Proposal. Council Members are not allowed to abstain from voting. This process shall be termed a “Council Review.” More information on the structure and function of the Council is found in Article 8.
(v) Council Members are tasked with ensuring proposals have all necessary and accurate information documented in order to allow the DAO to make an informed decision when voting.
(vi) Council Members are tasked with identifying content or risk that may harm the well-being of the DAO or the community and providing recommendations to rectify them.
(vii) Council Members are tasked with monitoring proposals for identical content, revisions to previously passed content, and alternative proposals.
(c) Proposals that pass the Council Review.
(i) Proposals are queued on Snapshot for the consideration of all the Members of the DAO. Proposals stay live on Snapshot for five (5) days and are considered implementable if the vote reaches quorum as stated in Article 5(b) and if they attain a Majority Vote.
(ii) Approved Proposals shall be in effect for a minimum of 6 months before any repeal or revision Proposal can be entertained - unless the request for repeal or revision is supported by a Supermajority or an Emergency Proposal has been called.
(d) Exceptional Situations.
(i) Failing Council Review. Proposals failing to pass Council Review on the initial attempt shall return to the Governance Forum Discussion Phase. The Author may implement Council recommendations and iterate with Members of the DAO. The Proposal may be submitted for a second Council Review, provided that revisions are made to the original submission.
(ii) Failing to reach Quorum. Proposals receiving a Majority Vote but failing to attain Quorum during an official vote may be resubmitted for another vote once at the request of the Author. Should the Proposal again fail to reach Quorum, it shall return to the Governance Forum Discussion Phase, where the Author may continue to iterate with DAO Members. A third vote may be requested, provided that revisions are made to the original submission.
(iii) Failing the official vote. Proposals failing to reach a Majority Vote shall be closed immediately and shall not return to the Governance Forum Discussion Phase. New Proposals of similar nature may be submitted, provided that revisions are made or new information is presented. Proposals with identical content may not be submitted for a minimum period of six months.
(iv) When multiple Proposals aim for the same objective (“Alternative Proposals”) but differ in approach within one Review Period, they will be concurrently assessed by the Council Review. Despite Article 5(d)'s provisions, Alternative Proposals that pass the Council Review will be up for a single vote that will include the options: "Decline Implementation," "Adopt Proposal 1," "Adopt Proposal 2," and so on for all Alternative Proposals. The Proposal attaining the most votes will be approved. This procedure is invoked only when the Alternative Proposals are mutually exclusive. A 'Review Period' is defined as a half-month interval, either spanning from the 1st to the 15th (1st Review Period) or the 16th to the end of the month (2nd Review Period)."
(v) In cases where Alternative Proposals are tendered across distinct review periods, the subsequent Proposal shall be entertained solely if the initial Proposal fails the official vote. As stipulated in Article 6(c), an approved Proposal shall remain in effect for at least six months unless repealed or revised by a Supermajority or an Emergency Proposal is called.
(vi) An Author may retract a Proposal at any time during the Proposal Screening Process either through a public declaration or by notifying the Governance Facilitator. The retraction shall be confirmed upon the receipt of the request.
(a) Implementations of approved Proposals require coordination and execution. Laguna Games Inc. shall initially assign a Governance Facilitator to manage all governance-related matters.
(i) Facilitator Responsibilities.
The Governance Facilitator shall be responsible for organizing and managing Council Review.
The Governance Facilitator shall be responsible for ushering all Proposals in accordance with the Proposal Screening Process.
The Governance Facilitator shall publish a report detailing the positions of Council Members on the Governance Forum.
The Governance Facilitator will serve as a conduit to the Core Contributors, representing key issues with Team perspective, or inviting appropriate Team members not on the Council to attend to ensure a quality, informed discussion.
The Governance Facilitator shall coordinate the implementation and execution of approved Proposals, ensuring that deliverables and milestones are being met in a timely manner.
The Governance Facilitator shall, in a timely manner, process the payout of approved Grant Proposals upon confirmation that deliverables and milestones indicated in the approved Grant Proposals are being met.
(a) Eligibility. All members of the Council (each a “Council Member”)
Must hold a Crypto Unicorns asset.
Have been an active member of the DAO for over two months.
Have been an active Discord member for over two months (completed verification, not banned from server, and have reached at least level 5 in the server).
Not have served on the council for two consecutive terms before the current one.
Not have been previously removed from the council.
Council Members must retain their eligibility status throughout their Term.
(b) Responsibilities.
Council Members are required to attend and contribute to bi-monthly meetings every 15th and 30th of the month discussing pending Proposals and topics of significant interest to the Game or Crypto Unicorns.
Council Members must participate in ad-hoc meetings as needed to address urgent Proposals.
Before voting on any Proposal or meeting regarding such a Proposal, each Council Member shall publicly comment their Preliminary Feedback on the Governance Forum.
During official meetings, each Council Member should clearly express agreement or disagreement on each agenda item. Participation is asynchronous and text-based.
Council Members are also tasked with assisting the DAO Members in ideating, formulating, and formatting Proposals when it coincides with their areas of their expertise.
(c) Transparency. In the interests of transparency, the Council is required to publish reports on its deliberations with the assistance of the Governance Facilitator. These reports shall provide insight into each Council Members’ views on Proposals and the Council's handling of other items of interest to DAO Members.
(d) Term. Council Members will serve a 6-month term (a “Term”), to ensure stability and effective use of resources, with new Council Members being elected in the final month of the previous Council’s Term.
(e) Term Limit. Each Council Member may serve the Council for two consecutive Terms before needing to take a one term (6-month) break.
(f) Candidacy Filing.
(i) Filing of candidacy happens over a period of 3 days.
(ii) Candidates must file their candidacy by submitting the following information on the designated channel. The designated channel will be announced prior to the election period.
Discord handle/the handle the candidate is known within the DAO.
Statement expressing the intent to run for the position.
Attestation of having read the responsibilities expected of a Council Member and a declaration of willingness to abide.
Number of votes they participated in during the last term.
Number of proposals authored and the links to them (if applicable).
Existing project/s within the Crypto Unicorns ecosystem and the links to them (if applicable).
Existing project/s within the space and the links to them (if applicable).
Any other relevant qualification (if applicable).
(iii) Qualification Checking. For a period of 24 hours, the Governance Facilitator verifies candidates’ eligibility based on Eligibility Criteria listed in Article 8a. This may take longer than 24 hours depending on the number of candidates.
(iv) Campaign Period. For a period of 3 days, candidates may campaign for their election. Candidates should not cause inconvenience or spam other DAO members.
(v) Voting. This stage takes place over five days using Quadratic Voting. The top 11 candidates will be elected for the term.
(g) Ties during Election. In the event that more than one person placed in the 11th position, a tie-break will be held where the DAO will vote to choose who among the candidates tied to the 11th position will be elected. This tie-breaker will use Quadratic Voting strategy.
(h) Vacancy. In the event of vacancy due to resignation, loss of eligibility as outlined in Article 8, impeachment and for any other reason, an emergency election will be held. This shall follow the same process as the Term election, with the only exception of the number winners being determined by the number of vacancies that need to be filled.
(i) Resignation. A Council Member, at any given time, may resign from their position by formally declaring their resignation to the Governance Facilitator or to the rest of the Council.
(j) Automated Removal. An automated removal happens when a Council Member no longer meets the membership criteria of the DAO, fails to uphold the eligibility criteria, or neglects their responsibilities as outlined in Article 8b, such as missing two official council review sessions or failing to provide Preliminary Feedback on at least two proposals. Council Member removed due to this reason may no longer be reelected.
(k) Impeachment.
In the event that a Council Member becomes inactive or begins to act against the best wishes of the DAO in ways not covered by Automated Removal, an Impeachment Proposal may be submitted.
An Impeachment Proposal must include the name of the Council Member for review, the reason for the Proposal, the details and evidence supporting the reason being presented and the suggested plan of action.
The Council Member named in the Impeachment Proposal is expected to perform their functions and attend the scheduled meetings until the final result is known.
Impeachment Proposals immediately go to official voting if a Temperature Check shows support from at least 10% of the Voting Tokens.
If an Impeachment Proposal passes, the Council Member will be relieved from the position and an emergency election will be initiated. If an Impeachment Proposal fails, the Council member will continue serving in the position.
Result shall be based on Majority Vote, following a Single Voting strategy.
Council Members that have been impeached may not be reelected.
(a) Emergency Proposal. In most instances, Proposals for the DAO shall follow the above process, progressing from the forum to the Council before going to Snapshot. However, there may be rare instances that require the DAO to act with greater urgency. Examples of Proposals requiring greater urgency will most often involve significant financial implications, such as a bug or exploit requiring immediate action, or other situations involving legal or reputational matters that must be addressed with urgency to avoid significant or lasting damage to the DAO.
(b) Implications of Initiating Emergency Proposals. Application of this emergency process should be limited to instances where the failure to take immediate action will cause significant financial or reputational harm to the DAO. Circumventing Council and community feedback is not taken lightly, and misuse of this expedited process should be met with community review and potential Vote(s) of No Confidence Proposal, enacted through the normal Proposal process, if deemed not necessary or in the best interests of the DAO.
(a) Except as otherwise expressly provided for in this Agreement, the affairs of the DAO shall be carried on and managed exclusively by the Members, who shall have sole and absolute discretion with respect thereto, subject to the limitations set forth herein. No Member shall be a manager, as defined under the Act.
(b) Subject to the limitations set forth in this Agreement, the Members intend that any action (which has been duly approved in accordance with this Agreement) taken by the DAO via the Website, a smart contract, or the blockchain shall be a valid action of the Members or the DAO, as applicable, and no Member shall challenge the authority or validity of any such action based solely on such fact.
(c) Except as otherwise provided for in this Agreement or in the Act, no single Member (in their capacity as a Member) shall have authority to bind the DAO in any way or to enter into any agreement or contract obligating the DAO in any way unless approved via a vote.
(d) To the extent that the Members have approved a document in accordance with the terms of this Agreement and the Act, any Member can be expressly hereby authorized by the DAO to execute and deliver such document on behalf of the DAO.
(e) The DAO has the right to delegate certain technical or administrative responsibilities to third parties and provide them with reasonable compensation.
(f) Reliance by Third Parties. Persons dealing with the DAO are entitled to rely conclusively upon the power and authority of the Council, the Governance Facilitator (and any Person to whom the Members delegated the power to be an agent of the DAO pursuant to this Agreement).
(g) Other Activities. Each Member acknowledges and agrees that in addition to transactions specifically contemplated by this Agreement, and subject to applicable law, the Members, the DAO, and their respective Affiliates and Representatives are each hereby authorized to obtain property or obtain services from, to provide property or provide services to, or otherwise enter into any transaction with any Member, or any Affiliate or Representative of any of the foregoing Persons.
(a) Right to Withdraw. A Member may withdraw at any time by transferring its Voting Tokens to a third party. Such withdrawal shall be facilitated and executed, in part, using one or more smart contracts and shall be effective as of the date of transfer. Any withdrawal is irrevocable.
(b) Compulsory Withdrawal. A member may be forced to withdraw if they violate the terms of this charter.
(a) Organizational Expenses. The DAO shall bear all of its organizational expenses and costs and may amortize these expenses for accounting and/or tax purposes.
(b) Operating Expenses.
The DAO shall bear all costs and expenses relating to its activities, maintenance, and operations, including, without limitation, legal, regulatory, research, consulting, compliance, auditing, accounting, and other professional fees and expenses, the costs of any administrator, the costs of any reporting to Members, expenses of any administrative proceedings undertaken by the applicable Member in its capacity, expenses incurred in connection with the dissolution, liquidation, and termination of the DAO, and other expenses related to the DAO as determined by the Members by a vote via the Website (collectively, and together with organizational expenses, the "DAO Expenses").
DAO Expenses shall be allocated to and funded by the DAO.
(a) Notwithstanding anything to the contrary in the Act, in this Agreement, or as a result of a vote by the Members, the DAO shall not make any distributions of any kind to Members by virtue of their membership or voting, and it will not pay dividends of any kind.
(b) The DAO may pay reasonable compensation or reimburse reasonable expenses to a Member or third-party for services rendered or confer benefits on a Member or third party in conformity with its nonprofit purposes.
(a) General. The DAO shall be dissolved and its affairs shall be wound up upon the earliest to occur of:
(i) a determination of the Members by Majority Vote; or
(ii) the entry of a decree of judicial dissolution pursuant to the Act.
(b) Winding up and termination of the DAO will proceed as follows:
(i) All known debts and liabilities must be paid or adequately provided for.
(ii) Any property subject to a condition requiring return to the Person designated by the donor must be transferred to that Person.
(iii) Any property subject to a trust must be distributed in accordance with the trust agreement.
(iv) Any remaining property must be distributed as follows:
As required by law that requires assets of the DAO to be distributed to another person with similar nonprofit purposes;
Otherwise, to any nonprofit elected by the DAO.
(a) Transfers. RBW tokens are freely transferable to Polygon addresses, or addresses of some other blockchain to which the Voting Tokens migrate, inside of the DAO (“Internal Addresses”) or outside of the DAO ("External Addresses"). Should any holder of the External Addresses stake transferred RBW tokens in order to mint the Voting Tokens, such holder shall automatically be granted Membership rights, subject to this Agreement, and so long as such Membership does not violate any State or Federal law.
(b) Admission of Substituted Members. If the transferee is not already a Member, any transferee of RBW token transferred in accordance with the provisions of this Section, upon staking the RBW token for a sufficient duration, shall be admitted as a Member. However, no purchaser, assignee, transferee, or other recipient of RBW tokens, upon staking such RBW tokens to mint the Voting Tokens, shall become a Member hereunder unless such transferee shall succeed to the rights and liabilities of the transferor Member.
(c) Effect of Death, Dissolution, or Bankruptcy. Upon the death, incompetence, bankruptcy, insolvency, liquidation, or dissolution of a Member, the rights and obligations of that Member under this Agreement shall accrue to that Member's successor(s), estate, or legal representative, and each such Person shall be treated as an unadmitted transferee of that Member's rights and obligations, as described in the Act.
(a) The DAO shall not be obligated to keep any books or records beyond what is made available via the Website or available via the Polygon blockchain.
(a) Except as expressly set forth in this Section, in the event that any Member initiates any Proceeding against the DAO and a judgment or order not subject to further appeal or discretionary review is rendered in respect of such Proceeding, as the case may be, such Member shall be solely liable for all costs and expenses related to the Proceeding.
(b) Limitation by Law. No provision of this Agreement shall be construed to provide for the indemnification for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but instead shall be construed so as to effectuate the provisions thereof to the fullest extent permitted by law.
(c) Waiver of Fiduciary Duties. To the fullest extent permitted by applicable law, notwithstanding any other provision of this Agreement or otherwise of applicable law, including any in equity or at law, no Member shall have any fiduciary duty to the DAO or to any Member by reason of this Agreement or in its capacity as a Member, except that the Members shall be subject to the implied contractual covenant of good faith and fair dealing and the terms and provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Members. Members will exercise any rights under this Agreement consistent with this Agreement.
(a) Subject to Article 18(b), any provision of this Agreement may be amended upon a Proposal approved by a vote, wherein at least 51% of the Voting Tokens participate and wherein at least ⅔ of the votes are cast in favor of the Proposal.
(b) Limitations on Proposal and Amendment: Notwithstanding the foregoing, no Proposal or amendment to this Agreement shall be valid or effective if:
It contravenes any applicable law or regulation;
It would alter the structure or nature of the DAO to render it a for-profit business;
It would require any contributor to enact a Proposal without the consent of the said contributor
It contravenes or is inconsistent with the requirements for the DAO to qualify and maintain its status as a UNA under Nevada law;
It materially deviates from, or compromises the primary and founding purpose of the DAO as set forth in this Agreement.
(a) Appointment and Compensation of Service Provider. The DAO shall have the right to appoint a Service Provider to perform administrative services, responsibilities, and duties to carry on the DAO's operations, including maintenance of the Website, game front-end and its smart contracts. Crypto Unicorns shall have the right to provide the Service Provider with reasonable compensation.
(b) Limitation of Liability. Notwithstanding anything contained in this Agreement to the contrary, any Service Provider of Crypto Unicorns shall not be liable for any error of judgment, mistake of law, or for any loss suffered by the DAO, its Members, Persons affiliated with the DAO or its Members, or third parties in connection with the matters to which this Agreement relates or for any services provided by the Service Provider, except for a loss resulting from the Service Provider's willful misfeasance, gross negligence, or reckless disregard in the performance of its duties under this Agreement. Furthermore, the Service Provider shall not be liable for: (i) any action taken or omitted in accordance with or in reliance upon written or oral instructions, advice, data, documents, or information (without investigation or verification) received by the Service Provider from any Person; (ii) any liability arising from the transfer or use of any Governance Rights or Tokens, including with respect to matters arising under applicable laws or private rights of action; or (iii) any action taken or omitted by the DAO, its Members, any affiliated Persons of the DAO or its Members, or any third party.
In the event that the DAO abandons any of the Assigned Intellectual Property all right, title, and interest, in the United States and throughout the world, to such Assigned Intellectual Property, shall, without the need for any additional consideration or further action, automatically revert to Laguna Games Inc.
(a) Notices. Subject to Section 5, all notices required to be delivered under this Agreement shall be effective only if sent by electronic mail or other form of electronic communication through the Website. In computing the period of time for the giving of any notice, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. If notice is given by electronic means, it shall be deemed given when sent; provided, that the sending party does not have reason to believe that such notice was not delivered.
(b) Interpretation. Unless otherwise indicated to the contrary herein by the context or use thereof the words, "herein," "hereto," "hereof," and words of similar import refer to this Agreement as a whole and not to any particular section or paragraph hereof; words importing the masculine gender shall include the feminine and neutral genders, and vice versa; and words importing the singular shall include the plural, and vice versa; plural forms of singular defined terms shall have corresponding meanings and singular forms of plural defined terms shall have corresponding meanings; the section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement; references to statutes or regulations include amendments and successor or replacement statutes or regulations.
(c) Severability. If any term or provision of this Agreement or any application of this Agreement shall be declared or held invalid, illegal, or unenforceable, in whole or in part, whether generally or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only to the extent, necessary to cure such invalidity, illegality, or unenforceability, and the validity, legality, and enforceability of the remaining provisions, both generally and in every other jurisdiction, shall not in any way be affected or impaired thereby.
(d) Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, permitted assigns, trustees, and legal representatives.
(e) Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of any Member or of the DAO. No creditor who makes a loan to the DAO may have or acquire, as a result of making the loan, any direct or indirect interest in the DAO's property.
(f) Waiver. Any term or condition of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof, but only by a writing signed by the party or parties waiving such term or condition. No waiver of any provision of this Agreement or of any right or benefit arising hereunder shall be deemed to constitute or shall constitute a waiver of any other provision of this Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver, unless otherwise expressly so provided in writing.
(g) Waiver of Partition; No Bill for DAO Accounting. Each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the DAO's property. Each Member covenants that it shall not file a bill for DAO accounting.
(h) Limitation of Liability. Except for any remedies that cannot be excluded or limited by law, no party, or its agent, Affiliate, assigns, heirs, or other successors in interest, will be liable under this Agreement to another party, or that party's agent, Affiliate, assigns, heirs, or other successors in interest, or other third party, for any special, reliance, punitive, indirect, incidental, or consequential damages or lost or imputed profits, lost data, lost property, or any costs and fees. This limitation of liability may not be valid in some jurisdictions. Parties to this Agreement may have rights that cannot be waived under some laws. The DAO and its Members do not seek to limit the DAO's or Members' warranties or remedies to any extent not permitted by law.
(i) Governing Law; Jurisdiction; Venue. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to the principles of choice or conflicts of laws thereof that would require that this Agreement be governed by the laws of another state. Each of the parties hereto consents and agrees to the exclusive personal jurisdiction of any state or federal court sitting in Nevada, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein, and agrees that any dispute concerning the conduct of any party in connection with this Agreement shall be heard only in the courts described above.
(j) 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 [insert]before three (3) arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(k) Entire Agreement. This Agreement (including the exhibits hereto) supersedes any and all other understandings and agreements, either oral or in writing, among the parties with respect to the subject matter hereof and constitutes the sole agreement among the parties with respect thereto, including but not limited to the Original Agreement.
(l) Securities Laws Matters. THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, STATE SECURITIES LAWS, OR THE LAWS OF ANY COUNTRY OUTSIDE THE UNITED STATES. THEY PROVIDE NO RIGHT TO ANY PROFITS OR LOSSES OF THE DAO, BUT ONLY GOVERNANCE RIGHTS .
“Abandon” with respect to any Assigned Intellectual Property shall mean the failure by the DAO to assert any rights with respect to such Assigned Intellectual Property for a continuous period of 6-months. This includes the complete lack of any commercial or non-commercial use, the non-filing or maintenance of legal or administrative actions, and the absence of any form of enforcement or defense of the Assigned Intellectual Property rights.
"Act" has the meaning ascribed to that term in Article1.
"Affiliate" means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person; in such context, "control" means the possession, directly or indirectly, of the power to direct the management or policies of another, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Guiding Principles Agreement of Crypto Unicorns DAO.
“Assigned Intellectual Property” means the Intellectual Property assigned to the DAO pursuant Intellectual Property and Asset Assignment Agreement entered into on January 2, 2024 between the DAO and Laguna Games Inc.
“Core Contributor” means any Person who receives compensation from the DAO in return for work done on behalf of the DAO.
“Council” refers to a select group of 11 members responsible for guiding and making pivotal decisions within the organization. The specific duties and obligations of the Council, as well as the criteria and procedure for admission to the Council are articulated in Article 8.
“Council Member” means a member of the Council.
“Council Elections” refers to the elections held by the DAO to choose the Council Members according to the process expressed in Article 8.
“Council Review” refers to the process by which the Council reviews Proposals as articulated in Article 8.
"DAO" means Crypto Unicorns DAO, a Nevada unincorporated nonprofit association.
"DAO Expenses" has the meaning ascribed to that term in Article 12.
"Website" means any online portal, mobile app, or other interactive software maintained by the DAO to facilitate its governance.
"Governance Rights" means the entire interest of a Member in the DAO, as measured by a Member's Tokens, including, without limitation, all rights and obligations contemplated or agreed to under this Agreement, and any right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted by this Agreement or the Act.
“Governance Facilitator” means a Person chosen by Laguna Games Inc. to take on the responsibilities articulated in Article 7.
“Governance Forum” refers to the dedicated platform or space where Members discuss, deliberate, and make decisions on organizational matters. This forum fosters transparency, community engagement, and decentralized decision-making, allowing Members to propose and debate various issues, changes, or initiatives relevant to the DAO's operations and objectives.
“Governance Forum Discussion Phase” refers to the phase after which a Proposal has been made public on the Governance Forum and in which the Author is then expected to discuss with the Members and defend their Proposal via the Governance Forum or revise the Proposal as they deem necessary.
“Grant Proposals” are Proposals calling for a certain sum of money to be given to a particular Person or group of Persons for its use toward a particular purpose outlined in such Grant Proposal.
“Majority Vote” means more than 50% of the Voting Tokens participating in the vote.
"Member" means each Person entering into this Agreement as a member or subsequently admitted as a member pursuant to the terms of this Agreement but does not include any Person that has ceased to be a Member of the DAO. If at any time there is only one Member, then all references to "Members" shall be deemed to mean "Member."
"Person" means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust, or any other legal entity.
"Proceeding" means any action, claim, suit, investigation, or proceeding by or before any court, arbitrator, governmental body, self-regulatory agency, or other agency.
“Proposal” refers to a structured recommendation or plan submitted by a Member or of the DAO for collective consideration and decision-making within the DAO and is within the subject matter of the DAO as articulated in Article 1.
“Proposal Screening Process” is the process which each Proposal goes through before being submitted to a vote, including the Governance Forum Discussion Phase and the Council Review.
"Representative" means a member, manager, officer, director, partner, employee, or agent.
“RBW” or “RBW token” is a cryptographic token on the Polygon blockchain.
"Service Provider" means the Person appointed by Crypto Unicorns to perform administrative services, responsibilities, and duties to carry on the DAO's operations. The initial Service Provider shall be Laguna Games, Inc., its predecessor entities, or any future entity of Laguna Games, Inc..
“Team” means Laguna Games Inc.
“Temperature Check” shall mean an informal vote based on the number of Voting Tokens held but not conducted through Snapshot. This is done when core sentiment within the community is unclear.
“Wallet” means digital tool that allows users to store, manage, and transact with cryptocurrencies.
Appendix I - Grant Proposal Format
Title — A brief name that encapsulates the proposal content
Abstract
This consists of a brief summary of what the proposal is about.
Motivation
This describes to the community why the proposal is necessary, addressing the issues that have prompted the author to write the proposals.
Details
This contains the specifics of what is being proposed. This should indicate what service/deliverable is being offered. It should also indicate the service coverage for services or the deliverables timeline and milestone for output-based proposals.
Disbursement Schedule
This section contains information on how much grant is being requested, the cadence at which grant is disbursed and the associated milestones/deliverables/services needed to be rendered. For services, KPIs should be verifiable both from the side of the author and the DAO.
Conclusion
This should outline the voting choices for the proposal, a quick summary on the cost-benefit of the proposal and a statement of the author’s stance.
In addition to these items, the author is free to add any additional section that believe will support their case when presenting to the organization.
Appendix II - General Proposal Format
Title — A brief name that encapsulates the proposal content
Abstract
This consists of a brief summary of what the proposal is about.
Motivation
This describes to the community why the proposal is necessary, addressing the issues that have prompted the author to write the proposals.
Details
This contains the specifics of what is being proposed. If a proposal requires development work, the development team responsible must be indicated in case the author is not part of the said development team. This section should indicate the costs, manpower, timelines and any other information that the DAO needs to implement, as well as the effects in comparison to the status quo, if applicable.
Conclusion
This should outline the voting choices for the proposal, a quick summary on the cost-benefit of the proposal and a statement of the author’s stance.
In addition to these items, the author is free to add any additional section that believe will support their case when presenting to the organization.
Appendix III - Impeachment Proposal Format
Title — Council Performance Review Motion
Abstract
This should include a brief summary of what prompted the author to request the review
Member for review — Indicate the Discord/social handle of the Council Member
Rationale for the motion:
Detailed description of the incidents leading to the motion (including dates and evidence/attachments if necessary):
Conclusion
This should outline the voting choices for the proposal, a quick summary of the information presented and a statement of the author’s stance.
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