constitution.md

CONSTITUTION of eosDAC

[A decentralized autonomous community]

1. INTERPRETATION

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	Registration	means the process prescribed by the DAC, pursuant to and/or in accordance with the Constitution, whereby DAC Tokens are activated or enabled through the use of prescribed software, as a method by which, and for the purposes of, accepting a DAC Token and constituting the holder thereof as a Member of the DAC and subject to the Constitution and the Terms and Conditions, to the extent of such DAC Tokens held from time to time
1.2	Blockchain	or "distributed ledger technology" means a consensus of replicated, shared and synchronized digital data geographically spread across multiple sites, countries and institutions
1.3	Constitution	This Constitution as originally framed or as from time to time amended, restated, supplemented or otherwise modified in accordance with the Constitution
1.4	Custodian	means a member of the Custodian Board
1.5	Custodian Board	or "Board"means the representative and governance board of the DAC that, save and except for the Genesis Board, shall consist of a maximum of twelve (12) persons appointed by the Members in accordance with the provisions of the Constitution, which Custodian Board shall be first constituted upon the transfer of the DAC Tokens onto an EOSIO blockchain and the initialization of a voting Dapp, and which Board shall have such powers and duties as are set out in the Constitution
1.6	Custodian Proposal	means a proposal submitted by a Custodian to the Custodian Board for consideration and determination by the Custodian Board
1.7	DAC	the eosDAC decentralized autonomous community 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 "eosDAC"
1.8	DAC Token	means an eosDAC Token, the acceptance of which shall constitute the holder thereof as a Member of the DAC, represent the membership of such holder of the DAC and facilitate the automated governance of the DAC, all subject to and in accordance with the provisions of the Constitution
1.9	DAPP	means a decentralized application running on a Blockchain
1.10	Extraordinary Resolution	means a resolution, determination or decision consented to by not less than 83% of the Custodians constituting the Custodian Board casting votes on such resolution, determination or decision
1.11	Genesis Member	means BlockMaker Ltd, a company duly incorporated under the Anguilla International Business Companies Act (c. I20)
1.12	Genesis Board	means BlockMaker Ltd, in the capacity of, and which shall be deemed, the Custodian Board pending the constitution of the first Custodian Board pursuant to and in accordance with the Constitution
1.13	Member	means a member of the DAC, entitled, qua Member, to all the benefits and subject to all the obligations set out in the Constitution
1.14	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 Custodians to the Custodian Board
1.15	Person	means an individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons
1.16	Proposal	means a proposal submitted by a Member to the Custodian Board for consideration and determination by the Custodian Board, in accordance with the provisions of the Constitution, and shall include but not be limited to proposals on bounties, technical choices, services providers, contingency levels and allocations of tokens raised through block production by or through the DAC
1.17	Quorum	when used in relation to Members of the DAC means the minimum number of DAC Tokens linked to votes cast by Members, in relation to any matter prescribed by the Constitution to be subject to the determination by Members, required to render such vote valid, and when used in relation to the Custodian Board means the minimum number of Custodians present and able to cast votes, in relation to any matter prescribed by the Constitution to be subject to the determination by the Custodian Board, required to render such vote valid
1.18	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 or Custodians to the Custodian Board for their consideration and determination
1.19	Resolution	means a resolution, determination or decision consented to by a majority of Custodians of the Custodian Board casting votes on such resolution, determination or decision
1.20	Special Resolution	means a resolution, determination or decision consented to by not less than 75% of Custodians of the Custodian Board casting votes on such resolution, determination or decision
1.21	Stake	when used in reference to the DAC tokens refers to the mechanism by which DAC tokens are rendered non transferrable by the holder thereof, and upon such terms (including slashing clauses) and for such period, as prescribed by any Nomination Directive, Proposal Directive or Voting Directive and/or pursuant to the Constitution
1.22	Terms & Conditions	means the terms and conditions relating to the DAC and DAC Tokens, attached to the Schedule to this Constitution and incorporated into this Constitution and from time to time
1.23	Tokens	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
1.24	Token Distribution	means the initial distribution of the DAC Tokens by the Genesis Member to specified persons, or their assignees or transferees, inviting such persons to accept and hold DAC Tokens, gratis, and to become members of the DAC
1.25	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 Members and Custodians, including but not limited to quorums, consensus and staking of DAC Tokens
1.26	Website	means the website published and maintained by or on behalf of the DAC and hosted at https://eosdac.io/ or such other URL prescribed by Resolution.
1.27	Written	or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form, including telex, telegram, facsimile, cable or other form of writing produced by electronic communication

    1.28 Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in this Constitution, it shall equally, where the context admits, include the others

    1.29 A reference in this Constitution to voting in relation to Members shall be construed as a reference to voting by Members to the extent of the number of DAC Tokens held by such Members, with the votes being allocated to the number of such DAC Tokens being counted as voted and not the number of Members who actually voted

    1.30 A reference to money in this Constitution is, unless otherwise stated, a reference to the fiat currency of any nationality

2. CORE PRINCIPLES

    2.1 The DAC shall be a decentralized autonomous community governed by this Constitution and administered through the medium of blockchain technology.

    2.2 The DAC shall be founded on the following core principles:

        2.2.1 Nurturing the Ecosystem: The primary objective of the DAC shall be to nurture and support the EOSIO ecosystem

        2.2.2 Excellence of Service: DAC shall always strive to ensure that it is able to produce or procure the continuous production of blocks required by EOSIO software driven blockchains.

        2.2.3 Openness and Transparency: All decisions made by the DAC governance structures and all operations of the DAC will be open and transparent.

        2.2.4 Support of EOSIO Communities Worldwide: DAC shall engage with the communities, listen and support projects that benefit all EOSIO blockchain communities.

        2.2.5 Fairness: DAC 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.

        2.2.6 Independence: DAC will not seek any stake in, or exert undue influence over, other block producers and shall take appropriate measures to protect its own independence.

        2.2.7 Respect of the EOS Constitution: DAC shall respect the EOS blockchain(s) on which the DAC operates: To the extent that each EOSIO blockchain, for which DAC produces or procures continuous production of blocks, will have its own constitution or equivalent organizational instrument, DAC shall use its best efforts to adhere to such constitutions or organizational documents whilst acting in the interest of all chain token holders.

    2.3 To the furthest extent permissible the provisions of the Constitution shall be interpreted in a manner consistent with the core principles.

3. DAC TOKENS AND MEMBERSHIP

    3.1 Nature: DAC Tokens shall, upon registration, constitute and represent the holder thereof as a Member of the DAC, to the extent of DAC Tokens held from time to time, and shall enable the automated governance of the DAC, all subject to and in accordance with the provisions of the Constitution.

    3.2 Number: An initial number of 1, 200, 000, 000 (One Billion and Two Hundred Million) DAC Tokens shall be made available for distribution by the Genesis Member at the Token Distribution, and thereafter the number of tokens shall be determined, or be determinable, in the manner prescribed by the Custodian Board, from time to time, by Extraordinary Resolution.

    3.3 Membership: DAC Tokens shall, upon registration, constitute and represent the holder thereof, from time to time, as a Member of the DAC, entitled qua Member to all the benefits, and subject to all the obligations, set out in this Constitution and in proportion to the number of DAC Tokens held by such holder, from time to time, PROVIDED ALWAYS that Membership shall be inseparably linked to possession and control of the DAC Tokens and should any holder thereof lose possession or control of or over any such DAC Tokens, such holder shall be deemed immediately terminated as a Member and shall not be entitled qua Member to any benefits, or subject to any obligations, as aforesaid, to the extent of the DAC Tokens over which possession or control was lost.

    3.4 Benefits of Members: The DAC Tokens shall entitle the holder thereof and from time to time, qua Member of the DAC, to the following rights in proportion to the number of DAC Tokens held by such holder as measured against the total number of outstanding DAC Tokens:

1. (a) Right to Benefits to Members of the DAC prescribed by and pursuant to the Constitution, which right shall be governed by and administered in accordance with the provisions of the Constitution.

2. (b) Right to Vote in the DAC on any matter requiring or permitting a vote of member's of the DAC prescribed by and pursuant to the Constitution, which right shall be governed by and administered in accordance with the provisions of the Constitution.

3. (c) Right to Distribution of Assets of the DAC, required or permitted to be distributed to Members of the DAC pursuant to the Constitution, which right shall be governed by and administered in accordance with the provisions of the Constitution.

4. (d) Right to Ownership of Assets of the DAC, in common with each other Member and inseparable from Membership, which right shall be subject to, governed by and administered in accordance with the provisions of the Constitution.

5. (e) Right on Dissolution of DAC to distribution of any surplus assets of the DAC, which right shall be subject to, governed by and administered in accordance with the provisions of the Constitution.

    PROVIDED ALWAYS that, save and except as otherwise provided by the Constitution, no benefits of or accruing to Members, or any part thereof, under this provision, may be amended, restated, supplemented or otherwise modified other than by Extraordinary Resolution.

    3.5 Obligations of Members: The DAC Tokens shall subject the holder thereof and from time to time, qua Member of the DAC, to the following obligations in proportion to the number of DAC Tokens held by such holder as measured against the total number of outstanding DAC Tokens:

1. (a) Obligation for Liabilities of the DAC, in common with each other Member and inseparable from Membership, which obligation shall be governed by and administered in accordance with the provisions of the Constitution.

2. (b) Obligation of Governance by the DAC, binding each Member, and each Member's property rights held in common with each other Member, to governance by, and administration in accordance with, the provisions of the Constitution with respect to any matter relating to the DAC Tokens, the DAC and/or the Constitution.

    PROVIDED ALWAYS that, save and except as otherwise provided by the Constitution, no obligation accruing to Members, or any part thereof, under this provision may be amended, restated, supplemented or otherwise modified other than by Extraordinary Resolution

    3.6 No Redemption: DAC Tokens shall not be redeemable at the instance of the holder of a DAC Token or the DAC.

    3.7 Voluntary Cancellation of DAC Tokens: DAC Tokens may be "burnt" at the instance of any holder thereof, subject to and in accordance with this Constitution. Members wishing to "burn" DAC Tokens (or any part thereof) shall be permitted to do so in accordance with the "burn transaction" prescribed by the DAC. Upon "burning" of a DAC Token, the membership of the DAC linked to such DAC Token shall expire immediately and the holder thereof shall have no further entitlements qua member to any benefit, and shall be subject to no further obligations, linked to the "burnt" DAC Token, which rights and obligations shall stand assigned and/or distributed amongst the remaining DAC Tokens.

    3.8 Transfer of DAC Tokens:

        3.8.1 DAC Tokens shall be transferable by any holder thereof by delivery of possession and control thereof.

        3.8.2 Any transfer of DAC Tokens shall be completed by registration of such DAC Tokens by the transferee thereof and in accordance with the Constitution.

        3.8.3 Upon transfer of any DAC Token, the transferor thereof shall cease to be a Member of the DAC, to the extent of the DAC Tokens transferred, and the transferee thereof shall be constituted as a Member of the DAC and entitled qua Member to all the benefits, and be subject to all the obligations, set out in this Constitution and in proportion to the number of DAC Tokens transferred to such transferee and, for the purposes of the Constitution, all unrealized and/or undistributed benefits and obligations accruing with respect to the transferred DAC Tokens shall be deemed assigned to the transferee as of the date of transfer.

    3.9 Member Information and Documentation: Upon request or notification each Member shall immediately provide information and documents that the Custodian Board, in its sole discretion, deems necessary to comply with the laws, regulations or rules of or in relation to any applicable jurisdiction or blockchain, including but not limited to judicial decrees, order, processes or arbitral awards. Such documents or information shall include, but not be limited to, certified copies of Member's passport, utility bills, government identification cards, sworn statements and information and documentation relating to persons or entities affiliated with Member. Each Member expressly and irrevocably consents to the disclosure of such information and documentation, and the recording or making of copies thereof, required for compliance with any laws, regulations or rules of or in relation to any applicable jurisdiction or blockchain. Failure by a Member to immediately comply with any such request for information or documentation may result in measures taken against such Member, including but not limited to the unregistering of such Member, in accordance with the Constitution.

    3.10 Unregistering of Member: Where expressly permitted by the provisions of the Constitution, a Member may be unregistered by Special Resolution of the Custodian Board whereupon any or all benefits accruing to such Member may be blocked, restricted and/or rendered inoperable, including but not limited to Right to Vote in the DAC and Right to Distribution of Assets of the DAC PROVIDED ALWAYS no amendment, restatement, supplement or other modification of the Constitution, providing any additional basis for the unregistering of a Member, shall be effected other than by Extraordinary Resolution

    3.11 Joint Holders: If several persons exercise joint possession and control of any DAC Tokens, then such persons shall be constituted as joint Members of the DAC and any one of such persons may exercise and/or give receipt for any benefit linked to such DAC Tokens held by such joint holders and such joint owners shall be jointly and severally subject to the obligations linked to such DAC Tokens.

    3.12 No Partnership, Joint Venture or Agency: Nothing in this Constitution and no action taken by any Member shall constitute, or be deemed to constitute a partnership, joint venture or any other association between the Members, and no action taken by any Member pursuant to this Constitution or otherwise shall constitute, or be deemed to constitute, any Member as the agent of any other Member or the DAC for any purpose whatsoever and no Member has, pursuant to this Constitution or otherwise, any authority or power to bind or to contract or to otherwise act in the name of or on behalf of any other Member or the DAC, all save and except as expressly provided in the Constitution and to the extent applicable with respect to the Custodian Board.

4. PROPOSALS AND VOTING OF MEMBERS

    4.1 Each Member shall be permitted to vote on the appointment of Custodians to the Custodian Board, and on any other matters prescribed by or pursuant to the Constitution, in proportion to the number of DAC Tokens held by such Member and in accordance with the provisions of the Constitution.

    4.2 Subject to the provisions of any Voting Directive, a quorum for the purposes of any vote of Members prescribed by the Constitution shall be 2% of the outstanding DAC Tokens, from time to time, save and except that a quorum with respect to the vote of Members for the formation of the first Custodian Board, superseding the Genesis Board, shall be 15% of the outstanding DAC Tokens ("Activation Threshold").

    4.3 Voting by Members on the appointment of Custodians to the Custodian Board, and on any other matters prescribed by the Constitution, shall be in accordance with the procedure, qualifications and mechanism for voting, including but not limited to quorums, consensus, and staking of DAC Tokens as prescribed by Voting Directive from time to time.

    4.5 Any Member shall be entitled to submit Proposals for the consideration and determination of the Custodian Board in accordance with the subject matter, procedure, qualifications and mechanism, including but not limited to staking of DAC Tokens, as prescribed by Proposal Directive from time to time.

    4.6 The usage of any DAC Tokensfor the purposes of submission of Proposals and voting of Members, or any other purpose prescribed by the Constitution, shall be deemed the usage by the holder thereof, whether or not such usage was effected by such holder, any servant or agent thereof or any other person whether authorized or unauthorized.

    4.7 Members may be permitted to vote by proxy in the manner prescribed, and subject to, any Voting Directive from time to time.

5. CUSTODIAN BOARD

    5.1 Until such time as the first Custodian Board is constituted, the Genesis Member shall be deemed, and shall have the powers and duties of, the Custodian Board for the purposes of the Constitution.

    5.2 The Custodian Board shall be elected by vote of the Members, with the twelve (12) candidates receiving the highest number of votes being appointed to serve on the Custodian Board ("Appointment Event").

    5.3 Each Custodian shall be entitled to cast one (1) vote with regard to any Resolution, Special Resolution or Extraordinary Resolution in relation to any Proposal or Custodian Proposal, or any other matter prescribed by the Constitution to be determined by the Custodian Board.

    5.4 Each candidate for the position of Custodian must be a Member and may be an individual or a legal entity.

    5.5 Custodians shall be nominated, elected and appointed in accordance with the procedure, qualifications and mechanism prescribed by Nomination Directive, from time to time, which Nomination Directive shall include, but shall not be limited to, provisions requiring each candidate to make a declaration specifying the emoluments that such candidate shall require if appointed, up to a maximum amount 50 EOS for each one week term, ("Candidate Emoluments Declaration"), such maximum amount being subject to change by Special Resolution.

    5.6 Each Custodian shall hold office for the term of one (1) calendar week, commencing at midnight on the date of appointment and concluding at midnight on the final day of such calendar week, save and except that the term for the first Custodian Board, superseding the Genesis Board, shall be deemed to commence at midnight of the day of attainment of the Activation Threshold.

    5.7 In the case of a Custodian who is an individual the term of office for such member shall terminate on the individual's death, resignation or removal. The bankruptcy, resignation or removal of a corporate Custodian shall terminate the term of office of such Custodian.

    5.8 Emoluments of each Custodian during a term shall be the mean of the Candidate Emoluments Declaration of Custodians appointed for such term divided by twelve (12), and shall be paid to each Custodian automatically and at the expiration of each term held by such Custodian or as otherwise provided by Nomination Directive.

    5.9 A Custodian may be removed from office, with or without cause, by Special Resolution of the Custodian Board.

    5.10 A Custodian may resign his office by giving written notice of his resignation to the Custodian Board and the resignation shall have effect from the date the notice is received by the Custodian Board or from such later date as may be specified in the notice.

    5.11 A vacancy in the Custodian Board shall immediately, and without more, be filled, for the remainder of the term, by the appointment of the Candidate holding the highest number of votes on the candidate voting roster, but not currently serving as a Custodian, at the time of the creation of the vacancy ("Replacement Custodian").

    5.12 The Custodian Board may determine by Resolution to maintain a record, in such form determined by the Custodian Board, of Custodians containing:

        5.12.1 the name, contact details (including email addresses) and/or addresses of the persons appointed as Custodians;

        5.12.2 the date on which eachperson whose name is entered in the record of Custodians was appointed as a Custodian; and

        5.12.3 the date onwhich each person named as a Custodian ceased to be a Custodian of the Custodian Board.

6. POWER OF CUSTODIAN BOARD

    6.1 The operations and affairs of the DAC, including but not limited to the governance and administration of assets and liabilities of the DAC, shall be vested, determined and managed by and through the Custodian Board, as constituted from time to time, which shall hold and exercise all such powers pursuant to and in accordance with this Constitution, and for the purposes aforesaid, the Custodian Board may do all acts, matters and things, and execute all contracts, instruments, deeds or other document, whatsoever and wheresoever, for and on behalf of the DAC and the Members, and each of them, thereof PROVIDED ALWAYS that any such action shall be considered by the Custodian Board by means of a Proposal or Custodian Proposal and determined by, and effected pursuant to, Resolution, Special Resolution or Extraordinary Resolution of the Custodian Board.

    6.2 The aggregate and collective rights of Members to and to determine the operations and affairs of the DAC, held in common with each other Member of the DAC, shall be and shall be deemed the operations and affairs of the DAC and shall be governed by and administered in accordance with the provisions of the Constitution.

    6.3 The aggregate and undistributed assets and liabilities of Members, held in common with each other Member of the DAC, from time to time, shall be and shall be deemed the assets and liabilities of the DAC and shall be subject to, governed by and administered in accordance with the provisions of the Constitution.

    6.4 Any action or omission by the Custodian Board and each Custodian thereof, pursuant to and in accordance with the provisions of the Constitution, relating to the operations and affairs of the DAC shall be and shall be deemed authorized by, on behalf of and binding upon each Member of the DAC, in common with each other Member, regardless of any assent or dissent by such Member to such action or omission.

    6.5 Any acquisition or disposition of, or any other action or omission relating to, the assets and liabilities of the DAC, by the Custodian Board and each Custodian thereof and pursuant to and in accordance with the provisions of the Constitution, shall be deemed authorized by, on behalf of and binding upon each Member of the DAC, in common with each other Member, regardless of any assent or dissent by such Member to such acquisition, disposition, action or omission.

    6.6 The Custodian Board may, by Resolution, appoint any person, including a person who is a Custodian to act as agent for the Custodian Board and/or the DAC. The Resolution appointing such agent may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Custodian Board.

    6.7 Without prejudice to the appointment of a Replacement Custodian, the continuing Custodians may act notwithstanding any vacancy in the Custodian Board, save that where the number of Custodians is reduced below the number fixed by or pursuant to this Constitution as the necessary quorum for the Custodian Board, and no Replacement Custodian is available, the continuing Custodian or Custodians may appoint Custodians to fill any vacancy that has arisen by Resolution.

    6.8 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for value, whether in the form of money, cryptocurrencies or any other store of value, paid to the DAC or Custodian Board shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution.

    6.9 To the furthest extent permitted by any applicable law, any claims, demands, liabilities or any other recourse whatsoever, arising out or related to any act or omission of the DAC, the Custodian Board or any servant or agent thereof, shall be limited to the assets of the DAC, as exist from time to time, and there shall be no claim, demand, liability or any other recourse against or permitted against the Custodian Board or any Member of the DAC.

    6.10 Any contract, agreement or other arrangement entered into by or on behalf of the DAC, by or through the Custodian Board or in any other manner permitted by this Constitution shall limit and restrict any claims, demands, liabilities or any other recourse whatsoever thereon to the assets of the DAC, as exist from time to time, and there shall be no claim, demand, liability or any other recourse against or permitted against the Custodian Board or any Member of the DAC.

    6.11 The Custodian Board may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons whether appointed directly or indirectly by the Custodian Board, to be the attorney or attorneys of the Custodian Board for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Custodian Board under this Constitution) and for such period and subject to such conditions as the Custodian Board may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney or attorneys as the Custodian Board may think fit and may also authorize any such attorney or attorneys to delegate all or any powers, authorities and discretions vested in them.

    6.12 The Custodian Board may be Extraordinary Resolution prescribe, and amend, restate, supplement or otherwise modify, a code of conduct for Custodians ("Custodian Code of Conduct") including provisions for the removal of Custodians who do not conform to such Code of Conduct, by the remaining Custodian Board by Special Resolution.

7. PROCEEDINGS OF CUSTODIAN BOARD

    7.1 The Custodians of the Custodian Board may meet, whether in person, by video or audio communication, electronic mail/messaging or such other or further means of communication, at such times and in such manner and at such places as the Custodians may determine to be necessary or desirable.

    7.2 A Custodian shall be deemed to be present at a meeting of Custodians of the Custodian Board if he participates in person, by video or audio communication, electronic mail/messaging or such other or further means of communication that allows all other Custodians participating in the meeting to be able to view, hear or otherwise interact with each other's communication in real time.

    7.3 A Custodian shall be given not less than twenty four (24) hours notice of meetings of Custodians of the Custodian Board, but such meeting of Custodians held without twenty four (24) hours notice having been given to all Custodians shall be valid if all the Custodians entitled to vote at such meeting who do notattend, waive notice of the meeting; and for this purpose, the presence or vote of a Custodian at the meeting shall be deemed to constitute waiver on his part. The inadvertent failure to give notice of a meeting to a Custodian, or the fact that a Custodian has not received the notice, does not invalidate the meeting.

    7.4 All proceedings of the Custodian Board shall be conducted in the English language.

    7.5 Voting by Custodians with respect to any Resolution, Special Resolution or Extraordinary Resolution determining a Proposal, Custodian Proposal or on any other matter prescribed by the Constitution, shall be in accordance with the subject matter, procedure, qualifications and mechanism for voting, including but not limited to quorums, consensus, and any staking of DAC Tokens, prescribed by Voting Directive from time to time and which may or may not require a meeting of the Custodian Board.

    7.6 Any Custodian shall be entitled to submit Custodian Proposals, relating to the operations and affairs of the DAC and for the consideration and determination of the Custodian Board, in accordance with the subject matter, procedure, qualifications and mechanism, including but not limited to staking of DAC Tokens, as prescribed by Proposal Directive from time to time.

    7.7 Unless otherwise stated in the Constitution or any Voting Directive, from time to time, all matters for determination by the Custodian Board shall be determined by simple Resolution.

    7.8 Immediately upon determination of any matter by Resolution, Special Resolution or Extraordinary Resolution, the Custodian Board shall publish on the blockchain (a) whether or not the matter has been approved or rejected by Resolution, Special Resolution or Extraordinary Resolution (b) the number of votes in favour and against in reaching such determination and (c) the vote of each Custodian with respect to such Proposal.

    7.9 Subject to the provisions of any Voting Directive, a quorum for any vote by the Custodian Board with respect to any Resolution, Special Resolution or Extraordinary Resolution shall be eight (8) Custodians able to cast votes in the manner prescribed by Voting Directive.

    7.10 The Custodian Board may, by Resolution, cause the following records ("Records") to be kept:

        7.10.1 minutes of any meetings of Custodians;

        7.10.2 copies of all Resolutions, Special Resolutions or Extraordinary Resolutions by the Custodian Board; and

        7.10.3 such other accounts and records as the Custodian Board considered necessary or desirable inorder to reflect the financial position of the Custodian Board or DAC.

    7.11 The Records shall be kept at the at such place or places, and in such form (including electronic form) as the Custodian Board, from time to time, determines by Resolution.

    7.12 The Custodian Board may, by a Resolution, designate one or more committees, each consisting of one or more Custodians to do such things, make such investigations or inquiries and make such reports as determined by the Custodian Board by Resolution.

    7.13 The Custodian Board may, but shall not be required to, by Special Resolution determine, from time to time, that specific issues substantially affecting or capable of substantially affecting the DAC shall be put before the DAC for determination by vote of Members ("Members Referendum Proposal").

8. CONFLICT OF INTERESTS

    8.1 No agreement or transaction between the DAC and one or more of its Custodians, or any person inwhich any Custodian has a financial interest or to whomany Custodian is related, is void or voidable for this reason only or by reason only that the Custodian participates in any voting on such agreement or transaction and that the vote of such Custodian counted for that purpose PROVIDED ALWAYS that the material facts of the interest of the relevant Custodian shall be disclosed in good faith to the other Custodians prior to any vote with respect to the agreement or transaction.

9. INDEMNIFICATION

    9.1 Subject to the limitations hereinafter provided, the Custodian Board shall, out of the assets of the DAC, indemnify against all expenses, including legal fees, and against all judgments, fines, damages and amounts paid insettlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

        9.1.1 is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Custodian or an officer, consultant, advisor, affiliate, servant, agent or service provider, past, present or future, of the DAC or Custodian Board.

        9.1.2 is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is a Member of the DAC and such proceedings is or was alleged or premised on the basis of joint or several liability of such Member for any act or omission of the DAC or Custodian Board.

    9.2 The Custodian Board may restrict indemnification of any person on the prerequisite that the person acted honestly and in good faith with a view to the best interests of the DAC or Custodian Board and was not aware that his conduct was unlawful.

    9.3 The decision of the Custodian Board as to whether the person acted honestly and in good faith and with a view to the best interests of the DAC or Custodian Board is, in the absence of fraud, sufficient for the purposes of this Constitution, unless aquestion of law is involved.

    9.4 In furtherance of the indemnification of any person, the Governing Board shall provide moneys, or any other medium of value, in advance, for the purposes of meeting any legal fees and expenses required in the defending or prosecuting any legal, administrative or investigative proceedings by or against the indemnified person.

    9.5 The Custodian Board may purchase and maintain insurance in relation to any obligation to indemnify any person pursuant to the Constitution.

    9.6 The Custodian Board shall establish an indemnification reserve, in such amounts, in such currencies or stores of value and to be funded or accumulated in such manner, as is determined by the Custodian Board by Resolution.

10. DISTRIBUTION OF ASSETS TO MEMBERS

    10.1 The Custodian Board shall by Resolution and from time to time determine that any assets of the DAC, including but not limited to cryptocurrencies, moneys or other stores of value, received by or on behalf of the DAC or Custodian Board be distributed to the Members of the DAC in proportion to the number of DAC Tokens held by such Members ("Distribution of Assets").

    10.2 The Custodian Board shall, before any Distribution of Assets, set aside out of the assets of the DAC, such assetsas the Custodian Board considers proper for the purposes of any reserve funds, and may invest such assets so set apart for any reserve funds in such manner as the Custodian Board may determine by Resolution PROVIDED ALWAYS that the reserve funds shall at all times, to the furthest extent possible, be sufficient to maintain the normal operations and affairs of the DAC for a period of no less than six (6) months.

    10.3 No Distribution of Assets shall be made unless the Custodian Board determines that immediately after such Distribution of Assets the DAC or Custodian Board will be able to satisfy the liabilities of the DAC (including any reserve funds) as they come due in the ordinary course of its operations and affairs, and the realisable value of the assets of the DAC will not be less than the sum of its total liabilities. In the absence of fraud, the decision of the Custodian Board as to the realisable value of the assets of the DAC shall be conclusive.

    10.4 No Distribution of Assets shall bear interest as against the DAC.

    10.5 Notwithstanding any other provision of the Constitution, the entitlement of any Member to a Distribution of Assets, as effected by the DAC or Custodian Board from time to time, shall be conditional on such Member electing to receive such Distribution of Assets, in accordance with the procedure and mechanism prescribed by the Custodian Board, from time to time and failing such election by the time of any Distribution of Assets, the entitlement of such Member shall be deemed to have been irrevocably waived and the relevant assets shall be distributed in lieu thereof amongst the remaining Members of the DAC.

    10.6 Distribution of Assets may be in specie or in any other medium of value that the Custodian Board deems fit.

11. ACCOUNTING

    11.1 All decisions, transactions and/or accounting for the DAC shall be viewable by all Members on the Website and/or on the blockchain hosting the DAC.

12. AUDIT

    12.1 The Custodian Board may, but shall not be required to, call for the accounts to be examined by auditors and upon such terms and conditions, including appointment of auditors, as the Custodian Board may determinate by Special Resolution.

13. NOTICES

    13.1 Any agreements, notices, disclosures and other communications provided or to be provided to Member pursuant to the Constitution may be provided to Member or Custodian by publication on the Website or dissemination in electronic form or in such other form or manner as determined by Resolution of the Custodian Board from time to time and, immediately upon such publication or dissemination, Member or Custodian shall be deemed to have notice thereof.

14. RESOLUTION OF DIFFERENCES

    14.1 In any case (if any) where under the Constitution any act or thing may be done by, on behalf of, or in relation to the DAC either by vote of Members or by Resolution of the Custodian Board and there is a difference, then the determination of the Members shall prevail.

15. RESOLUTION OF DISPUTES

    15.1 Informal Dispute Resolution: Members and Custodians 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 DAC, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof ("Dispute"). If the parties to any Dispute are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties thereof, such Dispute shall be finally settled by Binding Arbitration, as defined hereinafter.

    15.2 Binding Arbitration: Any Dispute not resolved within 90 days as set forth hereinbefore shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties to such arbitration. The number of arbitrators shall be one, who shall be selected by the parties to the arbitration. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law, for the purposes only of the interpretation and constructions of the provisions of the Constitution, and the contractual relations created thereby, shall be the laws of Anguilla. The arbitration award shall be final and binding on the parties thereto ("Binding Arbitration"). Each Member and Custodian undertakes to carry out any award without delay and waive its right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Without prejudice to any indemnification provision of the Constitution, each party to arbitration shall pay their respective attorneys' fees and expenses.

    15.3 No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to the Constitution shall be personal to the parties to the arbitration and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, and to the furthest extent permitted by applicable law, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

    15.4 Without prejudice to any other limitation of liability, disclaimer, waiver or release prescribed by the Constitution or any part thereof (including but not limited to the Terms and Conditions), and to the furthest extent permitted by any applicable law, any claims, demands, actions, damages or proceedings by any Member against the DAC, Custodian Board (or any servant or agent thereof), or any other Member, with respect to any action or omission of such persons and arising out of or related to the Constitution shall be limited to the assets of the DAC, as exist from time to time.

16. VOLUNTARY WINDING UP AND DISSOLUTION

    16.1 Subject to any provision to the contrary in the Constitution the DAC may voluntarily commence to wind up and dissolve by Extraordinary Resolution of the Custodian Board. Upon the dissolution of the DAC and distribution of any net assets of the DAC to Members, each Member shall be immediately and without more released from any obligation, and no longer entitled to any benefit, pursuant to this Constitution.

17. AMENDMENT OF CONSTITUTION

    17.1 Save as otherwise provided in this Constitution, the Custodian Board may by Special Resolution make, amend, restate, supplement or otherwise modify any provision of this Constitution and same shall thereupon and without more be effective and binding on or against each Member of the DAC.

18. TERMS AND CONDITIONS

    18.1 The Terms and Conditions issued by Genesis Member at the Token Distribution shall be incorporated herein and form a part of this Constitution. The Custodian Board 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 DAC.

19. APPLICABLE LAW

    19.1 The governing law for the purposes only of the interpretation and constructions of the provisions of the Constitution, and the contractual relations created thereby, shall be the laws of Anguilla.

20. SEVERABILITY

    20.1 The Constitution, including any exhibits attached hereto, materials incorporated herein by reference and material issued pursuant to the provisions of the Constitution from time to time, constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between such parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Genesis Member, DAC or any member, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof, save and except for the Terms and Conditions.

    20.2 If any of the provisions of the Constitution are deemed to be invalid, void or unenforceable under any applicable law, the remaining provisions shall continue in full force and effect.

    20.3 By acceptance ofDAC Tokens, whether at the Token Distribution or upon transfer from any holder of DAC Tokens or usage of DAC Tokens, Member expressly acknowledges, accepts, agrees and shall be subject to the terms and conditions of the Constitution and the Terms and Conditions, each as amended, restated, supplemented or otherwise modified from time to time.

21. BINDING AGREEMENT

    21.1 The provisions of the Constitution shall constitute the agreement by and between each Member and each other Member of the DAC, from time to time, inter se.

SCHEDULE

TERMS AND CONDITIONS

These Terms and Conditions (the "T&C") apply to each holder of the eosDAC token(s) and/or member of the eosDAC decentralized autonomous community. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING EOSDAC TOKENS AND/OR PARTICIPATING IN THE MEMBERSHIP OF THE EOSDAC. THE T&C AFFECTS THE LEGAL RIGHTS AND OBLIGATIONS OF HOLDERS OF EOSDAC TOKENS AND/OR MEMBERS OF THE EOSDAC, 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 ACCEPT THE EOSDAC TOKEN(S).

By accepting and holding eosDAC token(s), holder thereof agrees with each other holder of eosDAC token(s), from time to time and inter se, to be bound by the T&C, and shall be bound by the terms and conditions thereof, along with such further or other terms and conditions incorporated by reference in the T&C including but not limited to the Constitution (as hereinafter defined). The acceptance and holding of eosDAC token(s) is made expressly subject to this T&C.

NOW THEREFORE in consideration of the mutual promises contained in this T&C it is hereby agreed as follows:

Binding Agreement

1. The following terms and conditions constitute the agreement ("Agreement") by and between any person or entity accepting and holding an eosDAC token (or any fractional part thereof) ("Member"), and each other person or entity accepting or holding an eosDAC token (or any fractional part thereof), inter se. By accepting and holding an eosDAC token, or any fractional part thereof ("Token"), the Member hereof agrees to be, and shall be constituted, without more, as a member of the eosDAC decentralized autonomous community ("eosDAC") and shall be bound by the T&C, as amended from time to time. The Member is aware that eosDAC may change the T&C at any time and in any manner, in accordance with the constitution governing the organization, rights and liabilities of the eosDAC and the members thereof ("Constitution").

2. By accepting a Token, Member confirms that it is the holder of the Token, a member of the eosDAC and has read, understands and agrees to the T&C. A person or entity shall indicate their acceptance of a Token by:

   (a) In the case of any initial recipient of a Token (or assignee/transferee thereof), pursuant to the Token Distribution (as defined hereinafter), by registering the Token through the eosDAC software.

   (b) In any other case, by accepting the transfer or assignment of a Token from a holder of Tokens and/or registering the Token through the eosDAC software.

   (c) In either case, and in any event, by any usage of Tokens including but not limited to exercise of voting rights or receipt of distributions of assets.

3. BlockMaker Ltd has prepared a website, available at www.eosdac.io ("Website"), describing the proposed activities of eosDAC and the mechanisms through which such activities shall be conducted. By accepting and holding a Token, Member confirms that it has read and understands the Website.

The eosDAC

4. eosDAC is an decentralized autonomous community governed by the Constitution of eosDAC and administered through the medium of blockchain technology. The use of a blockchain technology enables eosDAC to be decentralized and governed, in accordance with its Constitution, on an automated basis. The terms and conditions of the Constitution are incorporated by reference into the T&C and shall be binding on each member of the eosDAC, inter se. By accepting and holding a Token, Member also confirms that it has read, understands and agrees to the terms and conditions of the Constitution and the rules of governance of the eosDAC.

The eosDAC Tokens ("Token")

5. BlockMaker Ltd shall distribute an initial supply of 1, 200, 000, 000 (One Billion and Two Hundred Million) Tokens to specified persons or entities, inviting such persons or entities, or their transferees or assignees, ("Token Distribution") to accept and hold such Tokens, gratis, and to become a member of the eosDAC.

6. Tokens are not redeemable by Member or eosDAC but Member may request cancellation of Tokens, in accordance with the provisions of the Constitution, whereupon the membership linked to such cancelled Tokens shall expire immediately and Member shall be entitled to no further rights and shall be subject to no further obligations in and under eosDAC with respect to said Tokens, save and except such rights and obligations accrued to Member to the date of cancellation of said Tokens.

7. During the Token Distribution, Tokens shall be distributed by BlockMaker Ltd in the following tranches:

   (a) 75% to holders of EOS tokens as at 1:00 UTC on 15thApril 2018, on the basis of one (1) eosDAC token for each one (1) EOS token held by a person or entity in an account with balance in excess 100 EOS (or, upon request, with a balance of less than 100 EOS) ("Open Token Distribution").

Any tokens not distributed from this tranche shall be "burnt" thereby permanently removing same from circulation.

   (b) 25% to launch team, advisors, community supporters and eosDAC Ltd.

8. Each Token shall constitute the holder thereof as a member of the eosDAC, entitled to all the benefits and subject to all the obligations set out in the Constitution.

9. The acceptance and holding of Tokens shall constitute the holder thereof as a member of the eosDAC in proportion to the number of Tokens held by such holder. By accepting and holding a Token, Member is constituted as the holder of such Token and as a member of the eosDAC.

10. Beyond membership and automated governance of the eosDAC in accordance with its Constitution, a Token does not maintain, represent or enable any rights, uses, purpose, attributes, functionalities or features, express or implied. Immediately upon transfer or cancellation of a Token, Member shall cease to be a member of the eosDAC to the extent of the Token transferred or cancelled.

11. A Token does not grant the holder thereof the right to any part of the share capital of BlockMaker Ltd, to any vote at any shareholders meeting of BlockMaker Ltd or to any voting rights with respect the appointment of directors or managers of BlockMaker Ltd. Tokens are not being distributed by BlockMaker Ltd in exchange for or in expectation of any monetary or other consideration. Tokens shall be non-refundable and non-redeemable. Tokens are not, and are not intended to be an investment, security, commodity or any other financial instrument or investment.

12. Member expressly acknowledges and represents that it has carefully reviewed the T&C and fully understands the risks and benefits associated with the acceptance and holding of the Tokens.

Token Distribution Restrictions

13. No U.S. Persons: The Tokens are not being and/or are not intended to be distributed to any S. Person, citizen, resident or entity ("Excluded Person") pursuant to the Open Token Distribution. If any Excluded Person accepts or purports to accept any Tokens pursuant to the Open Token Distribution by BlockMaker Ltd, such person would have taken such action in an inapplicable, unauthorized and/or unlawful manner and the Tokens shall not be deemed as accepted by such Excluded Person. Any Excluded Person who accepts Tokens pursuant to the Open Token Distribution shall be solely liable for any legal, regulatory, judicial or contractual consequences therefrom and shall indemnify, defend and hold harmless BlockMaker Ltd, eosDAC and any member, employee, officer, director, consultant, advisor, parents, subsidiaries, affiliates, servants or agents, past, present or future, thereof (collectively "Indemnified EP") from any penalties, damages, losses, liability, costs or expenses, whether direct or indirect, consequential, compensatory, punitive, actual, exemplary, incidental or special and including without limitation any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, "EP Damages") arising out of or related to such Excluded Person's acceptance or purported acceptance of Tokens pursuant to the Open Token Distribution.

Knowledge Required

14. Member acknowledges and agrees that it has sufficient knowledge in technological, business and financial matters, including but not limited to sufficient understanding of blockchain, digital ledger technology, cryptographic tokens, digital assets, smart contracts, block production, storage mechanisms (including online or offline digital, token or cryptocurrencies wallets), blockchain based software systems and/or other matters set out in this T&C, to evaluate and render an informed decision as to the risks and merits of the acceptance of Tokens and further acknowledges and agrees that it is able to bear such risks including risk of loss of Tokens and/or any risks or rewards accrued by reason of holding such Tokens and/or membership of the eosDAC. Member expressly acknowledges that it has obtained or procured sufficient information in order to make an informed decision as to whether or not to accept and hold Tokens.

15. Member shall ensure that it understands and has significant experience of cryptocurrencies, blockchain systems and services, and that it fully understands the risks and mechanisms associated with the Token and Token Distribution, as well as the risks and mechanisms related to the use and custody of cryptocurrencies and/or other representations utilizing distributed ledger technology.

16. Neither BlockMaker Ltd nor eosDAC shall be responsible for any loss of Tokens held by Member, or any situation rendering it impossible for Member to access Tokens, which may result from, by or through any actions or omissions of Member.

17. It shall be the sole responsibility of Member to implement and appropriate measures to secure access to (a) any device associated with Member in connection with the acceptance, holding and use of Tokens; (b) private keys to Member's blockchain wallet or account; and (c) any other username, password or other login or identifying credentials. In the event that Member loses possession or control of Member's private keys or any device associated with Member's blockchain related account or is not able to otherwise provide Member's login or identifying credentials, Member may lose all of Member's Tokens and/or access to Member's blockchain related account. Neither BlockMaker Ltd nor eosDAC shall be under any obligation to recover or replace any Tokens rendered inaccessible and/or disabled thereby, or to provide any other compensation or reimbursement to Member thereof.

18. Member acknowledges, understands and agrees that (a) the acceptance and holding of Tokens may have tax and regulatory consequences for Member; (b) Member is solely responsible for Member's compliance with any such or any tax or regulatory consequences of Member linked to the acceptance and holding of Tokens and/or membership of the eosDAC; (c) Member shall have consulted with and taken advice from Member's own tax and regulatory professional prior to accepting and holding the Tokens; and (d) neither BlockMaker Ltd nor eosDAC bears any responsibility or liability to Member with respect to any tax or regulatory consequences linked to Member's acceptance and holding of Tokens and/or membership of the eosDAC.

Members Representation and Warranties

19. By accepting any Token, Member agrees to be bound by the T&C and in particular, Member represents and warrants that:

   (a) It is authorized and has full power and authority to accept and hold the Token according to the laws that apply in Member's jurisdiction of domicile or other applicable jurisdiction;

   (b) It is authorized and has full power to execute, deliver and be bound by the T&C and to carry out and perform its obligations thereunder;

   (c) If an individual, it is at least 18 years old and of sufficient legal age and capacity to accept and hold the Tokens and, if a legal person, it is validly constituted and in good standing under the laws of its domicile and each jurisdiction in which it operates or conducts business;

   (d) That the execution, delivery and performance of and by Member under the T&C requires no approval, authorization or other action from any governmental or regulatory authority or any other person, entity or bureau, whatsoever, other than Member;

   (e) That the execution delivery and performance of and by Member under the T&C shall not, and will not in the future, result in any violation of, be in conflict with or constitute a material default under (i) any provision of Member's constitutional documents (if applicable), (ii) any provision of any judgment, order or decree to which Member is a party, by which Member is bound or to which Member's material assets are subject, (iii) any material agreement, obligation, duty or commitment to which Member is a party or is bound, or (iv) any laws, regulations, rules or contracts applicable to Member.

   (f) It is not accepting and holding the Tokens for the purpose of any speculative investment;

   (g) It will not use any Tokens for any illegal activity, 
including but not limited to money laundering and the financing of terrorism;

   (h) It shall be responsible for determining whether the acceptance and holding of the Tokens is appropriate for it;

   (i) It shall accept and hold the Tokens exclusively for usage in accordance with the Constitution of the eosDAC;

   (j) It understands the risks associated with acceptance and holding of the Tokens (including but not limited to the risks related to the non-development of the eosDAC and its operations).

20. Upon request of or notification by BlockMaker Ltd or eosDAC, and from time to time, Member shall immediately provide information and documents that BlockMaker Ltd or eosDAC, in its or their sole discretion, deems necessary to comply with the laws, regulations, rules or agreements of or in relation to any applicable jurisdiction or blockchain, including but not limited to judicial decrees, order, processes or arbitral awards. Such documents or information shall include, but not be limited to, certified copies of Member's passport, utility bills, government identification cards, sworn statements and information and documentation relating to persons or entities affiliated with Member. Member expressly and irrevocably consents to the disclosure of such information and documentation, and the recording or making of copies thereof, required for compliance with any laws, regulations, rules or agreements of or in relation to any applicable jurisdiction or blockchain. Failure by Member to comply with any such request for information or documentation may result in measures taken against such Member, including but not limited to the unregistering of such Member as a member the eosDAC.

21. By accepting and holding any Tokens, Member represents and warrants that, to the extent required by any applicable law, Member complies with all anti-money laundering and prevention of terrorism rules, regulations and procedures and neither Member nor any person for whom Member is acting as agent or nominee in relation to the Tokens is subject to any sanctions administered or enforced by any government or regulatory body, or is organized or resident in any country or territory that is subject to any country or territory wide sanctions by any government or regulatory body, or is a politically exposed person.

Risks

22. Member acknowledges, understands and agrees that acceptance and holding of Tokens and storage thereof involves various risks and Member accepts the Tokens and membership of the eosDAC subject to such risks, as set out in the T&C and otherwise, without any claim, right or remedy that Member may otherwise have at law, equity or otherwise, including but not limited to any claims for compensation, damages, refunds or redemptions, against BlockMaker Ltd, eosDAC or any member, employee, officer, director, consultant, advisor, parents, subsidiary, affiliate, servant or agent, past, present or future, thereof.

23. Member acknowledges, understands and agrees to the risk that eosDAC may not be able to launch its network, develop its operations and/or provide any benefits to Member and, accordingly, prior to acceptance of Tokens, Member confirms that it has considered the risks, costs, and benefits of acceptance of Tokens, the Token Distribution, the T&C and membership of the eosDAC, and, if necessary, shall have obtained any and all independent and professional advice in this regard.

24. Member acknowledges, understands and agrees that Tokens and/or membership of the eosDAC shall, beyond such benefits set out in the Constitution, have no rights, uses, purpose, attributes, functionalities or features express or implied.

25. Member acknowledges, understands and agrees that all matters set out in the T&C, Constitution and Website are new and untested and that the eosDAC and related technology may not be capable of completion, implementation or adoption and, even if the eosDAC and related technology is completed, implemented and adopted, it may not function as intended and/or many not have the functionality that is necessary or desirable and/or may become outdated and/or may be subject to technical errors and delays.

26. Member acknowledges, understands and agrees that the software associated with the eosDAC is under development, may undergo significant modifications over time and new related or replacement software may be developed from time to time and such development and modifications may result in added or reduced features to those set forth in this T&C, the Constitution and/or the Website.

27. Member acknowledges, understands and agrees that the development of the eosDAC and related software may be abandoned for a number of reasons including but not limited to lack of interest from Members or potential Members, lack of funding, lack of prospects or the departure of valuable personnel and technicians related to or utilized by the eosDAC.

28. Member acknowledges, understands and agrees that Tokens may be or become non-transferrable following Member's acceptance of Tokens pursuant to the Token Distribution or thereafter, whether by reason of the Constitution or by technical error or inability, and/or may not be tradable on any exchanges.

29. Member acknowledges, understands and agrees that the following further risks relate to the governance and/or operations of the Tokens and eosDAC:

   (a) Strong competition resulting in difficulty of eosDAC being voted/appointed as a main block producer of EOS blockchain;

   (b) Insufficient capacity to effectively implement activity and decisions of the eosDAC;

   (c) Crypto market crash and/or low EOS token inflation resulting in token payments being insufficient to cover operating costs of eosDAC;

   (d) Governance of eosDAC being subject to the control by small self interested groups;

   (e) DDoS or "flood attacks";

   (f) Regulatory and Legal threats;

   (g) Inappropriate content on EOS blockchain;

   (h) Governance paralysis or other inability to reach quorum or effect governance decisions;

   (i) Difficulties arising from use of block production revenue to pay for infrastructure including but not limited to difficulties in exchange of EOS tokens for fiat currency;

   (j) Delays in implementation of EOSIO software.

30. Member acknowledges, understands and agrees that the regulatory status of decentralized autonomous communities, cryptographic tokens, digital assets, blockchain technology and distributed ledger technology is unsettled and/or unclear in many jurisdictions, and it is difficult to predict how or whether international, governmental, regulatory and judicial authorities will regulate such technologies and organizations and how or whether such international, governmental, regulatory and judicial authorities may interpret or modify existing laws, regulations or rules that affect such matters. Member acknowledges, understands and agrees that such interpretation or modification may have adverse consequences to the Tokens, and their holders and usage thereof, and the eosDAC; such interpretations and modifications including but not limited to characterizing the Tokens as regulated financial instruments or characterizing the eosDAC as a regulated investment vehicle. Member acknowledges, understands and agrees the eosDAC may cease operations in any jurisdiction, and discontinue membership of any persons residing or affected by any jurisdiction, in the event that the laws or regulations in such jurisdictions render it unlawful or commercially undesirable to maintain any link with such jurisdictions.

31. Member acknowledges, understands and agrees that the embryonic nature of decentralized autonomous communities, cryptographic tokens, digital assets, blockchain technology and distributed ledger technology may result in increased and/or disproportionate oversight and scrutiny from international, governmental, regulatory and judicial authorities with respect the Tokens and/or the eosDAC (or persons or entities related to or interacting therewith) and that there can be no assurance that such authorities will not examine same or pursue investigatory, enforcement, compliance or other actions against the Tokens or the eosDAC and members thereof (or persons or entities related thereto or interacting therewith). Member acknowledges, understands and agrees that such actions may subject the eosDAC and/or its members to judgments, settlements, fines or penalties and/or may cause the eosDAC to restructure the organization and the benefits and obligations thereunder and lead to damage to the eosDAC's reputation, operational costs or effectiveness.

Important Disclaimers

32. The T&C, Website, Token Distribution and membership of the eosDAC are not intended to, and shall not, be considered as an invitation to any person enter into an investment and are not intended to, and do not, constitute or relate in any way as an offering of securities in any jurisdiction. Neither the T&C nor the Website includes or contains any information that may or should be considered a recommendation or that may be used as a basis for any investment decision.

33. Any information in the T&C or Website is given for general information purpose only and neither BlockMaker Ltd nor eosDAC r any member, employee, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof, shall be construed as providing any representation or warranty as to the accuracy and completeness of such information.

34. The Tokens are not, and are not intended to be, shares or securities of any type and do not entitle the holder thereof to any ownership or other interest in BlockMaker Ltd or any person or entity related thereto, and are merely the representation of the holder's entitlement to membership of the eosDAC and the means by which the governance of the eosDAC is effect.

35. Neither the T&C nor the Website contains, or should be considered to, contain any representations, warranties, promises or guarantees, express, implied or statutory, arising or related to the Tokens or the eosDAC and same are expressly disclaimed, including but not limited to any representations, warranties, promises or guarantees, express, implied or statutory, relating to title, non infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to workmanship or technology (including technical coding), or the absence of any defects, whether latent or patent.

36. By accepting Tokens, Member accepts the T&C, including but not limited to the waiver by Member of any claim, right or remedy that Member may otherwise have at law, equity or otherwise, against BlockMaker Ltd, eosDAC and any member, employee, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof, arising out of or related to the usage of the Token or the membership of the eosDAC, save and except with respect to the benefits and obligations expressly set out in the Constitution.

37. eosDAC shall use best endeavours to develop, launch and carry out the decentralized autonomous community, the software and blockchain tokens to enable membership of the decentralized autonomous community, effect automated governance thereof and the operations of the decentralized autonomous community, all as described in the Constitution and the Website. There is, however, no guarantee (and any such guarantee is expressly disclaimed by the T&C) that such decentralized autonomous community, software and blockchain token and/or operations shall be successfully delivered or realized as described in this T&C, the Constitution or the Website, or at all. Member acknowledges, understands and agrees to said risks, and further, to the fullest extent permitted by law, and in relation to same, expressly waives, relinquishes and releases, as against BlockMaker Ltd, eosDAC and any member, employee, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof (collectively "Disclaimed Parties"), any claim, right or remedy that Member may otherwise have at law, equity or otherwise.

38. To the fullest extent permitted by law, and except as otherwise expressly stated in this T&C, the Disclaimed Parties disclaim any representations, warranties, promises or guarantees arising out of or related to BlockMaker Ltd, the Token Distribution, the Website, the Tokens and/or membership of the eosDAC, the eosDAC, and further, to the fullest extent permitted by law, and in relation to same, Member expressly waives, relinquishes and releases, as against the Disclaimed Parties, any claim, right or remedy that Member may otherwise have at law, equity or otherwise.

39. Member expressly acknowledges, understands and agrees that it is accepting and holding the Tokens and maintaining membership of the eosDAC, at Member's sole risk and that same are provided to, and used and acquired by, Member on an "AS IS" and "AS AVAILABLE" basis without any representations, warranties, promises or guarantees whatsoever by the Disclaimed Parties and Member shall have relied on its own examinations and investigations thereof and further, to the fullest extent permitted by law, and in relation to same, Member expressly waives, relinquishes and releases, as against the Disclaimed Parties, any claim, right or remedy that Member may otherwise have at law, equity or otherwise.

40. Member expressly acknowledges, understands and agrees that eosDAC may be considered an unincorporated association and, notwithstanding any provisions of the T&C or Constitution, any liabilities incurred by or attributed to the eosDAC may be considered as the unlimited liabilities of each Member of the eosDAC, jointly or severally.

Limitation of Liability

41. To the fullest extent permitted by applicable law, neither BlockMaker Ltd, eosDAC nor any member, employee, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof ("Released Parties"), assumes any liability or responsibility for any loss arising or related to the Token Distribution or any transfer or assignment of Tokens, or any technical, interruption or malfunction of thereof.

42. To the fullest extent permitted by applicable law, Member disclaims any right or cause of action against the Released Parties, of any kind and in any jurisdiction, that would give rise to any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, "Damages") whatsoever, on the part of any of the Released Parties. Each of the Released Parties shall not be liable to Member for any type of Damages, even if and notwithstanding the extent any of the Released Parties has been advised of the possibility of such Damages. Member agrees not to seek any refund, compensation or reimbursement from any of the Released Parties, regardless of the reason, and regardless of whether the reason is identified in the T&C.

43. Without prejudice to the foregoing, in no circumstances shall the aggregate liability of the Released Parties, whether in contract, warrant, tort or other theory, for Damages to Member under this T&C exceed the amount of monetary value received by BlockMaker Ltd or eosDAC (if any) in exchange for the Member's acceptance and holding of the Tokens pursuant to the Token Distribution. 


44. Member acknowledges, understands and agrees that none of the Released Parties shall be liable, and such Released Parties disclaim all liability to Member, 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 technology.

45. To the fullest extent permitted by applicable law, Member releases the Released Parties from any and all responsibility, liability, claims, demands, and/or Damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), including but not limited to claims arising out of or related to disputes between Member and the acts or omissions of third parties, save and except with respect to the benefits and obligations expressly set out in the Constitution. 


46. Indemnification: To the fullest extent permitted by any applicable law, Member shall indemnify, defend and hold harmless and reimburse the Released Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by any of the Released Parties arising from or relating to: (i) Member's acceptance or use of Tokens; (ii) Member's responsibilities or obligations under the T&C; (iii) Member's breach of or violation of the T&C; (iv) any inaccuracy in any representation or warranty of Member; (v) Member's violation of any rights of any other person or entity; and/or (vi) any act or omission of Member that is negligent, unlawful or constitutes willful misconduct. The Released Parties, or any of them, reserve the right to exercise sole control over the defense, at Member's expense, of any claim subject to indemnification hereunder. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in the T&C and/or Constitution.

Transfer of Tokens

47. Member acknowledges, understands and agrees that Tokens shall be transferable, and membership of the eosDAC assignable upon transfer of Tokens, in the manner set out in the Constitution.

48. As at the date of transfer of the Tokens, as determined in accordance with the Constitution, the transferee thereof shall be entitled and subject to all unrealized benefits and obligations accruing to or with respect to the Tokens or in the membership of the eosDAC at such date and all benefits and obligations thereafter, and the transferor shall, as at said date of transfer and thereafter, cease to be entitled or subject to any benefits or obligations with respect to the transferred Tokens, or in the membership of the eosDAC.

49. As at the date of transfer of Tokens, the transferee thereof shall, upon acceptance and holding of such Tokens, be bound by the terms and conditions of the T&C.

Entire Agreement and Severability

50. This T&C, including any exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between such parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any of BlockMaker Ltd, eosDAC or any member, employee, officer, director, consultant, advisor, parent, subsidiary affiliate, servant or agent, past, present or future, thereof.

51. If any of the provisions of this T&C are deemed to be invalid, void or unenforceable under applicable law, the remaining provisions shall continue in full force and effect.

Electronic Communications

52. Member agrees and acknowledges that all agreements, notices, disclosures and other communications provided to Member pursuant to the T&C or in relation to Member's acceptance and holding of Tokens, including but not limited Member's acceptance and holding of Tokens pursuant to the Token Distribution, may be provided to Member in electronic form.

Applicable Law

53. The governing law for the purposes only of the interpretation and construction of the provisions of the T&C, and the contractual relations created thereby, shall be the laws of Anguilla.

Dispute Resolution

54. Informal Dispute Resolution: Member shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with the T&C, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof ("Dispute"). If the parties to any Dispute are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all parties thereof, such Dispute shall be finally settled by Binding Arbitration, as defined hereinafter.

55. Binding Arbitration: Any Dispute not resolved within 90 days as set forth hereinbefore shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties to such arbitration. The number of arbitrators shall be one who shall be selected by the parties to the arbitration. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the T&C, for the purposes only of the interpretation and constructions of the provisions of the Constitution, and the contractual relations created thereby, shall be the laws of Anguilla. The arbitration award shall be final and binding on the parties thereto ("Binding Arbitration"). Member undertakes to carry out any award without delay and waive its right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Without prejudice to any indemnification provision of the T&C, each party to arbitration shall pay their respective attorneys' fees and expenses.

56. No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to the T&C shall be personal to the parties to the arbitration and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals.

57. The provisions of the T&C relating to Dispute Resolution shall become operational only in the event that the relevant dispute does not fall within the ambit and/or jurisdiction of the dispute resolution provisions set out in the Constitution of the eosDAC. To the extent that any dispute falls within the ambit and/or jurisdiction of the Constitution of the eosDAC, whether exclusively or concurrently with the T&C, Member shall first and exclusively seek dispute resolution pursuant to the dispute resolution provisions of the Constitution.

Last Modified March 11th, 2019