This Avolve Contributor Agreement contains the terms and conditions that govern your participation in the Avolve video calls, and all interactions on any blockchain(s) related to this Avolve DAO. This contract is intended to be mutually binding between you (“Party”) and any other Party (jointly understood as “the Parties”) which sign this agreement by replying to this post on the Avolve site/app with the comment “I agree”. All rights and obligations are intended to be equal and reciprocal and the Parties agree that equal consideration has been provided. Anyone who does not reply to this post on the site/app shall not be entitled to any benefit from any other Party to this contract.
NOW, THEREFORE, in consideration of the mutual representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parties hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
The Party and the Parties (individually and jointly) acknowledge, understand, and agree to the following:
- Matters Relating to the Software and Services provided by the Parties:
- Fractally, LLC (“ƒractally” is developing the Blockchain Software (the “software”) as defined in the “ƒractally “White Paper” (“White Papers”) and it may be amended from time to time without requiring notice or approval.
- The “software” will be open-sourced and released under at least one of MIT, BSD, GPL(1,2,3), LGPL, or AGPL.
- All software has bugs and is constantly evolving and the Parties are not relying upon any statements made by ƒractally, its executives or employees as to the form, function, or release dates of the software.
- The party is not relying on ƒractally to operate a blockchain or host any servers or to develop any software.
- The party acknowledges that ƒractally provides no guarantees over when, how, or whether the Parties deploy a blockchain or smart contract nor what code the Parties choose to run.
- BINDING AGREEMENT: Parties understand and agree that the Parties are subject to and bound by this agreement by virtue of their participation in Avolve video calls and/or replying with a comment on this agreement via the Avolve site/app or any other site/app using a blockchain.
- FREEDOM OF THOUGHT: Parties agree that other Parties are free to express and to hold any opinion and no Party shall have the right to claim damages or to sue any other Party in any court in connection to any signed message published to any blockchain.
- RESPECT TOKENS: The Party acknowledges that any/all Respect “Tokens” allocated to them are merely the consensus opinion of a group of Parties and that the other Parties may change their opinion on the quantity and value of Respect Tokens at any time for any reason.
- RESPECT TOKENS MAY HAVE NO VALUE
- RESPECT TOKENS HAVE NO VOTING RIGHTS
- THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION AND REQUIRES ARBITRATION
- Parties may cancel this agreement at any time for any reason and by posting their intent to hive.blog
- No Party may act nor speak on behalf of any other Party to this agreement without express written consent between the individual parties.
Title Transfer Theory of Contract (aka Smart Contracts)
The Parties hereby agree that any Promises in this contract, explicit, implicit, or implied, “to do” or “not to do” anything by any other Party shall not be relied upon and the breaking of such promises shall not be grounds to claim damages against any other Party. All enforceable terms shall be of the form, “if condition then title to specific and unencumbered property is transferred to another Party. No Party may seek to have any property transferred outside the specific property listed in this agreement and only when the condition is met. If there is a disagreement over whether or not condition has been met, the Parties agree to utilize the terms for mediation and arbitration described in this document solely to determine whether the condition was met or not. Any and all Promises ”to do” or “not do” in this contract are enforceable solely by the Defendant in any lawsuit when a Plaintiff attempts to collect damages with respect to Promises “to do” or “not do” in this contract.
Not an Investment
Parties certify that they are not participating for investment purposes and any time, effort, energy, or money expended as a result of their participation is a voluntary donation to the other Parties and does not constitute the creation of a liability for any other Party. The Parties certify that their contributions are a bonafide donation and that they are not relying on any form of implied, explicit, or assumed quid-pro-quo.
Not an Offering of Securities, Commodities, or Swaps
The consensus opinions of the Parties (and the digital expression thereof) are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Parties are not subject to the protections of any laws governing those types of financial instruments. This Agreement, including any White Papers, does not constitute a prospectus or offering document, and is not an offer to sell, nor the solicitation of an offer to buy any investment, security, commodity, or a swap on either a security or commodity.
Parties are not promised any Property or Services of any form in exchange for the voluntary donation of their time, energy, and other considerations to other Parties or the common cause.
Security Registration Exemptions
The Parties do not intend to create, issue, or deal in securities, commodities, or other forms of property. The Parties certify that they are natural persons, that they have provided bona fide services to the other Parties, and that the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the presumed issuer’s securities. The Parties certify that they will not sell or transfer any restricted RESPECT TOKENS for one year from the time of receipt.
Not a Collective Investment Scheme
The Parties acknowledge and represent that they do not hold nor manage assets on behalf of other Parties. There are no sales or other profits to be distributed among the Parties.
Not for Speculation
The Parties acknowledge and agree that they are not participating for speculative purposes, for the purpose of resale or other financial purposes.
No Claim, Loan, or Ownership Interest
All Parties agree that any consensus opinion is merely a community reputation score and does not constitute shares or ownership interest in any company or partnership. The value of any reputation score is derived solely from the opinion of others and not derived from any title, claim, debt, or other ownership interest.
No Voting Rights
Parties agree that Respect Tokens convey no voting rights or other control over governance processes of the community.
Party acknowledges, understands, and agrees to take full responsibility for understanding the tax consequences of participation and is not relying on any other Party for tax advice. Party agrees to hold ƒractally, its executives, and employees, harmless and free from all liability or responsibility with respect to any tax consequences to the contributor.
Joining Video Conference Calls
All Parties agree to appear on camera and to allow the meetings (Zoom video conference or alternatives) to be recorded by any other Party and shared on social media. You further acknowledge that all content and communication may be public and understand that all posts to blockchains are beyond the power of any Party or ƒractally to take down.
This Avolve DAO is dedicated to providing a harassment-free meeting experience for everyone regardless of gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, age or religion. We do not tolerate harassment of meeting participants in any form. Meeting participants violating these rules may be sanctioned or expelled from meetings at the discretion of a consensus of others.
Harassment includes offensive verbal comments related to gender, gender identity and expression, sexual orientation, disability, physical appearance, body size, race, religion, sexual images in public spaces, deliberate intimidation, stalking, following, harassing photography or recording, sustained disruption of talks or other events, inappropriate physical contact (while at , and unwelcome sexual attention. Participants asked to stop any harassing behavior are expected to comply immediately.
If a participant engages in harassing behavior, the meeting organizers may take any action they deem appropriate, including warning the offender or expulsion from the meeting(s). If you are being harassed, notice that someone else is being harassed, or have any other concerns, please communicate your concerns to the meeting participants.
The algorithm used to determine the consensus Token distribution may be changed at any time by any Party; ƒractally and any other Party are not expected to implement any algorithm in any particular manner. Any Party may propose an alternative algorithm and collectively the Parties will determine which algorithm they value the most based upon their individual actions.
Party acknowledges that they can read, write, speak, and understand the English language and that they agree to speak English at all times when participating in a video call.
The execution, delivery, and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of any judgment, decree or order to which Party is a party, by which it is bound, or to which any of its material assets are subject; (b) any laws, regulations or rules applicable to Party.
The Parties agrees that this contract does not affect the transfer or license of any intellectual property from any Party to any other Party of this contract aside from giving everyone irrevocable the right to use any data published to any blockchain for any reason.The Parties certify that they have any and all rights necessary to publish, distribute and indefinitely share any data they broadcast to any blockchain.
To the extent required by applicable law, the Parties represent that they comply with all anti-money laundering and counter-terrorism financing requirements. No Party nor any person having a direct or indirect beneficial interest in the Party, or any person whom the Party is acting as an agent or nominees in connection with contribution to the Avolve DAO is subject of sanctions administered or enforced by any country or government (collective, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions
No Representation or Warranty
(A) PARTIES DO NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE TOKEN, CONSENSUS ALGORITHM, THE PARTIES SPECIFICALLY DO NOT REPRESENT OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON_INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT or PATENT.
Respect Tokens may have NO VALUE. Contributors may lose ALL time, energy, and money contributed. Party has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with participation and contribution (including those not discussed herein), all of which could render Respect tokens worthless or of little value.
No Rights, Functionality or Features. Respect Tokens have no rights, uses, purpose, attributes, functionalities, or features, express or implied. Respect Tokens do not entitle holders to participate in the community and are not the property of any single participant, but are the collective consensus opinion of all parties.
Fractally Blockchain Platform. Party should not contribute in reliance on the completion of any software or service discussed or proposed by ƒractally or any other Party.
Blockchain Risk. Blockchains authenticate users by keys and keys can be lost or stolen. In this event a Party may be unable to provide evidence to impact the community consensus and may lose any Respect Tokens previously under their control.
Non-Transferable. Respect Tokens are not transferable for 1 year and may never become transferable.
New Technology. The ƒractally Blockchain is a new technology and might not be able to perform as expected.
Social Experiment. The proposed consensus process is new and may not produce the results expected. People may or may not enjoy the process. The process may be gamed or manipulated in ways that cause failure.
Reliance on Third Parties. Even if completed, the community may rely upon 3rd party services which prevent the Parties from contributing.
Lack of Interest. Even if everything functions as intended, there may be insufficient interest from other Parties.
Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Respect Tokens in various ways, including, for example, through a determination that Respect Tokens are regulated financial instruments that require registration. Parties may cease the distribution of Respect Tokens, the development of the ƒractally Blockchain Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
Risk of Government Action. As noted above, the industry in which Parties operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Parties and/or pursue enforcement actions against Parties. Such governmental activities may or may not be the result of targeting particular Parties. All of this may subject Parties to judgments, settlements, fines or penalties, or cause Parties to restructure their operations and activities or to cease offering certain products or services, all of which could harm Parties reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Respect Tokens and/or the development of the Blockchain Software.
Limitation of Liability. To the fullest extent permitted by applicable law, Parties disclaims any right or cause of action against other Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Party. Each of the Parties shall not be liable to any other Party for any type of Damages, even if and notwithstanding the extent a Party has been advised of the possibility of such Damages. Party agrees not to seek any refund, compensation or reimbursement from a Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
Damages. In no circumstances will the aggregate joint liability of the Parties, whether in contract, warrant, tort or other theory, for Damages another Party under this Agreement exceed the amount received by one Party from another.
Force Majeure. Party understands and agrees that other Parties shall not be liable and disclaims all liability to Party in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
Release. To the fullest extent permitted by applicable law, Party releases the other Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Party and the acts or omissions of third parties.
Indemnification. a). To the fullest extent permitted by applicable law, Party will indemnify, defend and hold harmless and reimburse the other Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Party arising from or relating to Parties interaction with other parties.(ii) Parties’s responsibilities or obligations under this Agreement; (iii) Parties’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of the Parties; (v) Parties’ violation of any rights of any other person or entity; and/or (vi) any act or omission of the Party that is negligent, unlawful or constitutes willful misconduct.
b). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Parties.
Assignment. Parties shall not assign their rights under this agreement to any other Party.
Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Party about the Respect Tokens, the Blockchain Software, Blockchain Tokens or any other tokens on any Platform.
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Modification. Any modification to this agreement must be accepted by all other parties. Any party may exit this agreement at any time by posting a notice to other parties at hive.blog, the agreement will remain in effect until such notice is posted.
No Waivers. The failure by Party to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Party’s right to enforce such right or provision at a later time. All waivers by Party must be unequivocal and in writing to be effective.
No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party or the Parties collectively. This Agreement does not create any third party beneficiary rights for any person.
Electronic Communications. Party agrees and acknowledges that all agreements, notices, disclosures and other communications that Parties provide pursuant to this Agreement or in connection with or related to Parties contributions, including this Agreement, may be provided by Party, in its sole discretion, to other Parties, in electronic form.
Void Where Prohibited. This agreement is void where prohibited by federal, state, local or international law. Each Party certifies that the terms of this agreement are not void in any jurisdiction to which they are subject. No Party will have any obligations to any person who is prohibited from participating by their local laws.
Misrepresentations. Any Party that makes material misrepresentations in the signing of this agreement shall be liable for any governmental fines and legal costs incurred by other Parties in defending against lawsuits brought by governments or regulatory agencies as a result of their misrepresentation.
Disqualification/Termination. If a Party does not remain in good standing the agreement may be terminated with said Party and any RESPECT TOKENS and/or accounts or other digital permissions assigned to the Party may be suspended or revoked by other Parties without any compensation.
The burden of Proof. In the event of a dispute the Plaintiff shall have the burden of proof and any ambiguity shall be in favor of the Defendant.
Until such time as the Parties establish a smart contract governing token distribution, the following process may be followed. It is up to each Party to follow this process and to interpret the result and no Party shall be liable for failure to follow the process as there is no single objective consensus algorithm until a smart contract can be deployed and adopted by other Parties.
Weekly Video Calls
- Parties may attend a video call on the weekend
- Parties will provide a user account name to the video call chat log
- Parties will agree on a host who will post the chat log to the site/app as a forum post.
- Parties will divide into random groups of 5 or 6 people
- Parties may record and/or publish their group call
- Parties will reach a consensus on rank order from 1 to 6 (6 being the highest rank), if less than 6 people are present then the lowest ranks will be dropped (reaching ranking parties from X to 6).
- Parties will post the consensus on rank order as a comment under the blog post on the site/app within one hour following the meeting.
- If 4 of 6 or 3 of 5 fail to agree then all rankings will be 0
- If someone posts a comment that does not match group consensus their ranking will be 0
Parties who receive a rank of 6
Any party who received a Rank of 6 may choose to attend a video call one hour following the meeting where another meeting will begin and the above process will repeat and establish rankings from 6 to 11.
Respect will be allocated according to the fibonacci sequence: 1, 2, 3, 5, 8, 13, 21, …
Parties may join a team by submitting a comment to forum post in reply to a weekly meeting that contains the content: “propose team: @usera @userb @userc …” If all team members upvote the post and there are at least 4 and no more than 12 members, then the team is formed. The team is only valid if no members of the team are already part of another team. Parties cannot leave a team once joined until a smart contract is created.
Adding Team Member
Teams may grow by proposing a new team with the same initial members and a new member. If the new member upvotes and 2/3+1 of the existing members also upvote, then the team grows.
Every Team earns matching Respect tokens for any Respect tokens earned by participation in the video calls.