(Updated March 2023)
The following Terms & Conditions (the “Terms”) apply to the membership of Trusted Seed (the “Association”). Trusted Seed is a Swiss association pursuant to Art. 60 ff. of the Swiss Civil Code.
The purpose of the Association is to support early-stage regenerative economies culturally and financially. Created in 2019, it has been a reputable network of trusted actors who apply wisdom, expertise, and capital to early-stage crypto communities committed to creating regenerative economies for public goods through token engineering and DAO governance.
The Association promotes this, in particular, by providing support to Association members through products & services.
The Association considers itself a mutual aid group that will make an effort to support each other in our mission. The Association does not pursue a commercial purpose and does not strive to make a profit.
Membership in the Association is based on the principles of “gift culture”. Members agree to freely give and receive gifts, services, and support, without expectation of immediate compensation or reciprocation. Trusted Seed is a community based on trust, generosity, and mutual aid, and members agree to act in accordance with these values.
Application and activation
To become a member of the Association, an individual must fill out the membership application form. The Gardeners, the team responsible for the day-to-day operations of the Association, will review all applications to ensure that the applicant is aligned with the community values and not just seeking a quick gain. The Gardeners are community managers/stewards appointed by the Board and are entrusted with ensuring that the Association runs smoothly and achieves its mission and objectives.
Once the application is accepted by the Gardeners, the new member must donate at least 1 DAI or any equivalent token to any of Trusted Seed Association, Trusted Seed Unconference and Giveth Galaxy to activate their memberships.
By paying their membership dues, the individual signifies their commitment to the principles of gift culture and to the community as a whole.
The membership will be activated on the day the Gardeners notify the individual about their successful application through email. The membership remains active for a period of one year from the date of activation, or until the member deliberately withdraws from the Association or the Board declares the exclusion of the member for acting in bad faith or against the interests of the Association.
Activated members of the Association may receive a range of benefits and privileges designed to support them in their personal and professional development. From networking opportunities to exclusive access to token launches and the chance to participate in future Commons, we strive to provide our members with the tools, resources, and opportunities they need to succeed in the web3 space.
The membership benefits are categorized into three areas: Rewards, Connections, and Talent & Tools.
- Rewards. Members of the Association will receive $TRUST, anon-transferrable reputation token of Trusted Seed, upon activation of their membership. With $TRUST, members may participate in future Hatches (a.k.a. the fundraise phase in deploying Commons). Members may be also given access to token launches and rewards from other value-aligned projects.
- Connections. The Association aims to provide its members exclusive networking opportunities through Unconferences, matchmaking with partner organizations, and amplification of their projects in the Giveth Galaxy and our other partners.
- Talent & Tools. Any member of the Association may use Trusted Seed as an open incubator for their public good project. The Association, will, in its sole discretion and to the extent of its ability, provide members with sufficient legal advice or recommendations and/or, rally the wider community for support in case the member encounters legal issues while acting in good faith in the DAO space.
The benefits outlined in these Terms are not exhaustive and are subject to change and always pursuant and complying with the overall Articles of Association. The Association reserves the right to add, modify or discontinue any of the benefits at any time. We encourage our members to regularly check the Terms for updates and changes.
Membership shall expire after one year from the date of activation, as a result of withdrawal, death, or exclusion or non-fulfilment of financial obligations. Members may voluntarily withdraw from the Association at any time by providing written notice. The Board has the authority to exclude members who engage in bad faith behavior, act against the interests of the Association or its partners, or engage in conduct deemed unethical or contrary to the principles of the Association.
In such cases, membership benefits will be terminated.
To ensure that our members continue to support our mission and find value in their membership, our association conducts annual membership renewals.
Individuals who have expired membership may renew their membership by completing the application and activation process (see Application and Activation section).
Memberships that have expired after a year or have been withdrawn may be eligible for renewal. However, individuals who have been excluded by the Board for engaging in behavior deemed to be in bad faith or contrary to the interests of the Association will not be permitted to renew their membership.
Automatic Membership Renewal for Memberships in 2021 and 2022
Memberships that were activated in 2021 and 2022 will be automatically renewed for the upcoming membership year, as a token of appreciation for their continued support. This means that $TRUST tokens will be minted back into their Trusted Seed address and they will continue to receive updated benefits in accordance with the latest version of the Terms and Conditions.
Please note that while memberships in 2021 and 2022 are automatically renewed for the year 2023, they will expire one year from the date of activation (i.e. in 2024). In 2024, members will need to complete the latest activation process, as outlined in this version of the Terms and Conditions, in order to renew their membership and continue to receive benefits beyond the expiration date.
The reputation of our members is of utmost importance in advancing our mission, as signified by their TRUST score. As such, we acknowledge and value the contributions of our past members, and we welcome them to continue to be a part of our community.
TRUST Score or $TRUST
The Association grants every member a TRUST score ($TRUST) in order to honor their contribution to the Association. Generally, for every contribution to the Association by way of providing free services/support, paying membership dues, or participating in Trusted Seed events, the Association allocates a defined amount of TRUST score to such a member. This amount may fluctuate over time.
The TRUST score is a non-transferable token on the Gnosis Chain whose sole purpose is to act as a ranking within the Association. The amount of TRUST score held by a member indicates how much a member contributed to the Association. The amount of TRUST score (greater than zero) held does not affect whether or not you are a member or entitle you to vote at the Association's assembly or to the member's benefit. Any transfer of TRUST is strictly prohibited.
It is possible that future Commons will use the Commons Stack codebase and its default templates. The default template will suggest a ratio between the TRUST score a member has and how much reserve currency the $TRUST holder is able to contribute to a future Hatch. Therefore, the TRUST score intends to provide digital access to such future Hatches. However, you have acknowledged and agreed that each future community launching a Hatch could adjust these parameters at its sole discretion excluding $TRUST holders. Nevertheless, it might be that the amount of $TRUST held could determine how much relative capital a $TRUST holder is able to contribute to such future Hatches.
In addition, the TRUST score determines your relative governance power in non-binding signaling votes that take place on the Trusted Seed’s Aragon DAO on Gnosis or potentially using Snapshot or other platforms. The TRUST score may also play a role in the event that our partner organizations leverage the Trusted Seed as an open incubator for their public good projects. However, official voting in the Association Assembly is 1 person 1 vote, regardless of how much TRUST score they hold
Rights and duties
The Association Assembly is the uppermost executive body within the Association. All members shall be entitled to attend the Association Assembly and exercise voting rights. Voting rights are not transferable.
The full list of member duties and responsibilities can be found in Article 6 of the Articles of Association.
Duty to provide personal data
The Association requires complete data for all the people included in the membership in order to process its transactions properly, to identify members clearly, and to determine the rights associated with the membership. In particular, these are details of e-mail, name and Ethereum address and any other communication details (e.g., Telegram handle, etc.) for all the people included in the membership. Therefore, the members shall undertake to provide the appropriate details and to advise the Association of any changes to them. You represent that all data submitted by you is complete, accurate, and true in every respect.
You herewith authorize the Association to obtain and process the necessary data pertaining to membership and consent to the necessary data processing. You can ask for your personal data to be modified or deleted when appropriate or when the data the Association holds on you is no longer needed or accurate.
Becoming a member of the Association offers an opportunity for playing an active role during the Hatch (see Benefits section) and also entails a high degree of business and financial risks, including the possibility of a complete loss of the funds contributed. Funds sent to the Association are membership contributions. There are no potential gains possible from any financial transactions with the Association.
The Association requires sufficient capital to establish its projects. The Association intends to raise these funds through
- Membership contributions
There are no plans to raise loan capital from third parties. The amount of funds actually raised through the membership contribution is not known. Accordingly, there is the risk of a capital shortfall of the Association and we could not pursue our objectives. If the Association is unable to obtain financing, the Association may be required to significantly delay or discontinue the project.
Smart Contract Systems
The Association’s smart contract system is located in Alderney. The Association is subject to general macroeconomic developments such as economic growth and inflation. Further, since blockchain technology and the related industry are still relatively new and under development, the related economic developments are relatively uncertain. There is no guarantee that the Association is able to build a fully functional iteration of the Smart Contract System, and therefore, Commons may not happen for any further iterations. It is not yet possible to predict the exact developments of blockchain technology and to guarantee its functionalities and further evolutions.
The value of cryptocurrencies is volatile and exposed to significant risks. The members are allowed to pay their membership contributions in cryptocurrencies. The value of cryptocurrencies may change significantly (even on an intraday basis). Accordingly, the Association may incur exchange rate losses.
Regulatory risks & changes in the supervisory practice
Blockchain technology is in an early stage and might undergo significant changes and regulatory actions by the Swiss government or other authorities, which may result in the illegality of certain transactions or the iteration of controls. Technology relating to blockchain, including smart contracts and tokens, is also still at an early stage and best practices are still to be determined and implemented. These technologies are likely to undergo significant changes in the future. Technological advances in smart contracts, cryptography, code-breaking or quantum computing, etc., may pose a risk to its security. The functioning of a blockchain relies on open-source software. Developers of such open-source software may introduce weaknesses and programming errors into the open-source software or may stop developing the open-source software (potentially at a critical stage where a security update is required), exposing smart contracts and tokens to weaknesses, programming errors, and threats of fraud, theft, and cyber-attacks. There is no central body (e.g., a government agency) overseeing the development of technology relating to the blockchain technology and its functioning, as well as further improvements of such functioning (e.g., ability to increase the number of transactions, reduce processing time, reduce transaction fees, implement security updates), relies on the collaboration and consensus of various stakeholders, among others, developers enhancing the open-source software related to smart contracts and cryptocurrencies or so-called "miners" facilitating the processing of blockchain transactions.
There is a risk that the existing legal regulations may be amended and/or new legal regulations could be introduced by the government. Any forthcoming regulatory actions may result in the illegality of certain blockchain transactions or the iteration of controls relating to the trading (and therefore liquidity) of certain or even all tokens recorded and traded on a blockchain. Our intended project may be restricted or could become impossible.
The membership of the Association is not a security, cannot be transferred and gives no right to dividend payments, interest payments, or participation in the liquidation procedure. The membership contribution is non-refundable and all raised funds belong to the Association and the Association is not obliged to pay anything back to the members. By becoming a member, you expressly acknowledge and represent that you have carefully reviewed these Terms & Conditions and fully understand the risks, costs, and benefits of the membership and agree to be bound by these Terms.
You further represent and warrant that, to the extent permitted by law, you are authorized to become a member of the Association in your relevant jurisdiction, are of a legal age to be bound by these Terms & Conditions, and will not hold the Association, and the board members, directors, agents, joint ventures, employees and suppliers of the Association, now or in the future liable for any losses or any special, incidental or consequential damages arising out of, or in any way connected to the membership of the Association.
Becoming a member carries with it a number of risks. Prior to becoming a member of the Association, you should carefully consider the risks listed here and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, you should not become a member of the Association.
This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of becoming a member of the Association.
Neither members nor the Association will be liable to the other for any failure to fulfill obligations caused by circumstances outside its reasonable control.
These terms will not create any right or cause of action for any third party, including your affiliates. The Association will not be liable for any third-party claims against you or your affiliates.
Limitations on Liability
TO THE EXTENT YOU, OR ANY PARTY RELATED OR AFFILIATED WITH YOU, SEEKS TO ENFORCE ANY PROVISION OF THIS AGREEMENT AGAINST THE ASSOCIATION, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, JOINT VENTURES, AND REPRESENTATIVES, YOU HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THEM FROM AND AGAINST ALL DAMAGES, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO ANY SUCH ACTIONS.
THE ASSOCIATION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED 10’000 SWISS FRANCS. IN ANY CASE, LIABILITY FOR SLIGHT NEGLIGENCE SHALL BE ENTIRELY EXCLUDED. THE PARTIES AGREE THAT THESE LIMITATIONS CONSTITUTE AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
These Terms, in conjunction with the Articles of Association, set forth the entire understanding between each member and the Association with respect to becoming a member of the association. Your relationship with the Association and its members is further governed by the Articles of the Association and Swiss Association law.
You and the Association agree that if any portion of these Terms & Conditions is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms & Conditions, which shall continue to be in full force and effect.
Applicable Law & Dispute Resolution
The Association is organized under Swiss law. Swiss material law is applicable. All disputes, controversies, or claims arising out of, relating to, or in connection with the Terms, or the breach thereof, shall be settled by the competent court of Zurich. Trusted Seed, Zurich, Switzerland.