SoDead NFT: Community and Intellectual Property Agreement
Article 1: Purpose and Structure
1. Name and Purpose
The DAO (Decentralised Autonomous Organisation) is a SoDead NFT governance system and is established for the purpose of managing, promoting, and developing the SoDead NFT project in a decentralized, community-driven manner. The DAO operates with the goal of creating a collaborative platform for creators, holders, and artists to engage, manage, and evolve the SoDead NFT collection.
2. Lead/Project Manager
The SoDead NFT operates as a decentralized autonomous organization (DAO), but is led and managed by a Lead/ProjectManager. The Project Manager oversees the execution of the DAO's objectives, coordinates efforts across the team, and ensures the project stays aligned with the community's goals. The Lead/Project Manager has the authority to take executive action in cases of:- Urgency, system breach, technical management, or financial decisions in the case where the voting resulted in a 50-50 scenario and/or obsolete datas in consultation with the community or as needed before proceeding exercising the authority.
3. Governance Structure
Governance within SoDead NFT is decentralized, with NFT holders participating in decision-making through voting. However, the Lead/Project Manager retains the right to make certain decisions in the best interest of the DAO, subject to the community's voting rights. Voting by Levels: Voting rights are distributed based on the level of NFT/Discord roles held as detailed in Annexure A of this Agreement.
4. Team Roles and ResponsibilitiesTechnical Management: Maintaining the platform, handling smart contract deployments, and ensuring security.
Financial Management: Managing royalties, payments to developers, moderators, and contributors.
Compensation and Transparency: Entitled to reasonable compensation, subject to DAO funding capabilities, with significant financial decisions communicated to the community.
5. Community and Team Relationship
While decentralized, the DAO's team, including the Lead/Project Manager, is responsible for day-to-day operations. Significant decisions must be communicated to the community and may be subject to community voting as per the governance structure.
Article 2: Intellectual Property Rights
1. Ownership of Intellectual Property
The intellectual property rights related to the SoDead artwork ("Artwork") are owned by Haizeel, the artist.
Haizeel grants the DAO a non-exclusive, royalty-free license to use, reproduce, and distribute the Artwork as part of the DAO's purpose.
2. Commercial Use by NFT Holders
NFT holders may use the Artwork for commercial purposes under the following conditions:
Attribution: The holder must provide proper attribution to Haizeel as the original artist.
Reputation: Use must not harm the reputation or integrity of the SoDead brand.
Compliance: Holders must comply with all applicable laws, including copyright laws.
3. Liability
Haizeel shall not be liable for any misuse of the Artwork by the DAO or individual NFT holders. The DAO agrees to indemnify and hold Haizeel harmless against any claims arising from the misuse the Artwork.
Article 3: Membership and Conduct
1. Eligibility and Rights
Membership in the DAO is open to all holders of SoDead NFTs. Holders are entitled to participate in governance, propose initiatives, and vote on matters affecting the DAO, subject to the level of NFT held.
2. Holder Acknowledgement and Agreement
By acquiring and holding a SoDead NFT, the holder acknowledges and agrees to the terms of thisAgreement. The holder’s acquisition and continued holding of the NFT constitutes acceptance of these terms.
This Agreement remains binding unless a variation or amendment is made, in which case holders will be notified, and continued possession of the NFT will constitute acceptance of the new terms.
Article 4: Financial Management
1. Funds Management
Coven and Team Funds: Coven and Team have separate funds management and are subject to their own accounting reports on a
quarter-annually basis.
Coven Management Funds: These funds a reused for managing the Coven and generally for the interest of Coven members.
Project Management Funds: The SoDead Team, led by the Project Manager, will manage the project funds and royalties, handling all general daily management including technical, cryptocurrency, andNFT-related issues.
2. Technical and Financial Management
The team is responsible for both the technical and financial aspects of the project. This includes maintaining the platform, managing smart contract deployments, ensuring security, and overseeing the distribution of royalties and payments to contributors
3. Compensation and Transparency
The team is entitled to reasonable compensation for their roles, subject to the DAO's financial capabilities. Anysignificant financial decisions, including compensation, will be communicated to the community to ensure transparency.
Article 5: Dispute between Parties
1. Dispute Awareness and Caution
Holders are aware that the SoDead NFT assets are governed by a decentralized community governance and hence advised to exercise caution when dealing with assets to avoid scams and manipulation generally. Holders are advised to only proceed with any dealings/business transactions after satisfactory verification of the identity of the parties and compliance with the law of contract of the agreed jurisdiction.
Article 6: Miscellaneous
1. Amendment of Agreement
This Agreement may be amended or revised at any time, subject to the approval of the DAO’s community through a voting process. Any changes will be communicated to NFT holders, and continued possession of the NFT will signify acceptance of the amended terms.
2. Dissolution In the event of the dissolution of theDAO, the assets will be distributed among the members in proportion to their holdings of NFTs. The distribution and other variations in the dissolution process may be determined by a majority vote of the DAO community, as deemed in the best interests of the DAO. Draft Clause to Address Potential Gaps in the Community and Intellectual Property Agreement Enforcement Mechanisms and Detailed VotingProcesses
Article 7: Enforcement and VotingProcedures
1. Enforcement Mechanisms
1.1 Violation of Terms: Any member found in violation of the terms of this Agreement, including misuse of intellectual property, breach of conduct, or financial mismanagement, will be subject to enforcement actions.
1.2 Enforcement Actions: The DAO may impose the following actions on violators:
Warnings: Issuance of formal warnings for minor breaches. Suspension: Temporary suspension of voting rights and participation in community activities.
Expulsion: Permanent removal from the DAO and revocation of membership privileges.
Asset Freezing: Temporary freezing ofDAO-related assets and funds under the violator's control. Legal Action: Initiation of legal proceedings for severe breaches involving fraud, theft, or significant harm to the DAO's interests.
1.3 Enforcement Process: The enforcement process will involve the following steps:
Report Submission: A formal report of the violation submitted to the Lead/Project Manager or designated enforcement committee.
Investigation: A thorough investigation conducted by the enforcement committee, including gathering evidence and hearing from involved parties.
Decision: A decision made by the enforcement committee, subject to approval by a majority vote of the DAOCouncil.
Appeal: The accused party has the right to appeal the decision within 14 days, which will be reviewed by an independent panel selected by the DAO Council.
2. Detailed Voting Processes
2.1 Proposal Submission: Members wishing to propose an initiative must submit a formal proposal in the designated"Proposal Submission" channel on the DAO's Discord platform. The proposal must include a detailed description, objectives, and any relevant supporting information.
2.2 Proposal Endorsement: Each proposal must be endorsed by at least one other member to proceed to the voting stage.Endorsements must be documented in the proposal submission thread.
2.3 Voting Periods:
Regular Votes: Voting on regular proposals will be open for a period of 7 days.
Urgent Votes: Urgent proposals, as determined by the Lead/Project Manager or the DAO Council, will have a shortened voting period of 48 hours.
Extended Votes: For particularly complex or significant proposals, the voting period may be extended to 14 days upon request by any member and approval by the DAO Council.
2.4 Voting Methods:
Online Voting Platform: All votes will be conducted through the designated online voting platform, accessible to all eligible members.
Anonymous Voting: Voting will be conducted anonymously to ensure fairness and prevent undue influence.
Vote Weighting: Voting rights are weighted based on the level of NFT/Discord roles as specified in Annexure A.
2.5 Decision Making:
Majority Rule: A proposal is considered accepted if it receives a simple majority of the votes cast.
Supermajority Requirement: For proposals involving significant changes to the governance structure, financial management, or intellectual property rights, a supermajority (two-thirds of the votes cast) is required.
Tie-Breaking: In the event of a tie, theLead/Project Manager has the authority to cast the deciding vote. 2.6 Implementation: Accepted proposals will be implemented by the designated team members within a period of 30 days, unless otherwise specified in the proposal. Progress updates will be provided to the community at regular intervals.
2.6 Implementation: Accepted proposals will be implemented by the designated team members within a period of 30 days, unless otherwise specified in the proposal. Progress updates will be provided to the community at regular intervals.
- - Annexure A- -
(To be construed as being an integral part of this Agreement)
1. Role: General holder OTHER than Coven Member or 1/1 older.
Nonexclusive voting rights: general voting rights NOT involving major direction sand funds management.
2. Role: Coven & 1/1 Holder
Exclusive voting rights: 1 vote for a Coven member - for all voting involving major directions, funds management and has the rights to initiate a voting proposal.
● 1extra vote eligible for a Coven member with a Dracula role (holding 30 NFTs andabove)
● 1extra vote eligible for a Coven member who also possesses the role of 1/1holder.
Total(maximum) voting cap: 3 votes
3. Sub DAO
Role: having a role in any SoDead Sub-DAO managed by any members/SoDead artist/Guest artists
Voting rights: by default 1 vote as per the role possessed, any further variations will be based on the Sub DAO specific directions.