Hello World Co-Op DAO Ecosystem: Terms of Service and Ethical Governance Policy
Date: [To be specified upon final drafting]
Version: 1.0 (Initial Draft)
Preamble The Hello World Co-Op DAO Ecosystem represents a pioneering initiative, meticulously designed to merge the robust frameworks of decentralized finance (DeFi) with comprehensive education and regenerative economics. Our core mission is unequivocally clear: to empower communities, grant agency and access to ownership, protect fundamental human rights and ethics, and actively work toward sustainable, regenerative solutions for global challenges like climate change. This is achieved by democratizing access to capital and governance, transforming collective goodwill into tangible, real-world impact. The ecosystem operates under strict legal and financial liabilities, necessitating a robust, transparent, and proactive approach to compliance, ensuring the utmost safety and trust for all participants. These Terms of Service and Ethical Governance Policy (hereinafter, "Terms") are a cornerstone document, meticulously outlining the cooperative structure, core purpose, explicit ethical commitments, and the detailed governance mechanisms of the Hello World Co-Op.
Section 1: Cooperative Structure and Key Definitions
1.1 Cooperative Structure The Hello World Co-Op LLC (the "Cooperative") is a member-managed Limited Liability Company structured as a cooperative DAO, serving as the legal wrapper for the Hello World decentralized ecosystem. It is strategically incorporated in Wyoming, a pioneering state that explicitly defines DAOs as LLCs, providing a clear legal identity, limited liability for members, and the ability to own property, enter contracts, and maintain fiat accounts.
The Cooperative operates alongside a Non-Profit Community Land Trust (the "Land Trust"), which is a separate legal entity holding physical property assets (land and buildings) "in perpetuity for community benefit". This structure legally shields these assets from speculative market forces and prevents speculative resale, ensuring enduring access and affordability across generations and offering potential property tax exemptions. Together, the Cooperative, the Land Trust, and the associated smart contracts and platforms (Otter Camp, Co-Op Marketplace, Rabbit Whole, etc.) constitute the "Hello World Co-Op Ecosystem" (the "Ecosystem").
1.2 Purpose and Scope These Terms govern all participation in and use of the Ecosystem by Members, Vendors, Partners, and any other participants or agents. By joining, using, or contributing to any part of the Ecosystem, you agree to abide by these Terms. This agreement is legally binding and enforceable, designed to uphold the mission of the Cooperative – to empower communities, protect human rights, and achieve sustainable, regenerative solutions – in a fair and transparent manner.
1.3 Key Definitions For purposes of these Terms:
**(a) "Member"** means an individual or entity that has
joined the Cooperative by acquiring a Membership NFT and is entitled
to governance participation (one-member-one-vote).
**(b) "Vendor"**
means any Cooperative-approved seller of goods or services on the
Co-Op Marketplace, who must be a Member and comply with all ethical
and sustainability requirements.
(c)
"Partner" or **"Federated Partner"**
refers to any external DAO, cooperative, or organization that has
entered a formal integration or federation agreement with the
Cooperative to collaborate in the Ecosystem.
(d)
"Infrastructure Agent" refers to any deployed device,
software agent, or automated system under the Cooperative’s
control (such as IoT sensors, smart devices, or autonomous modules
in community hubs) that operates as part of the Ecosystem. All such
Members, Vendors, Partners, and Infrastructure Agents are subject to
these Terms to the extent applicable.
Section 2: Membership and Governance
2.1 Membership Activation and Maintenance Active membership in the Hello World Co-Op DAO is secured and maintained by the annual payment of a membership fee (currently $25 USD or equivalent). Upon payment, an updated non-transferable, soulbound Membership NFT (ERC-721 token) is issued, which serves as the on-chain proof of membership and grants equal voting rights and access to ecosystem benefits. Members can apply for financial assistance to cover their membership fee through available mutual aid programs if needed.
2.2 "1 Member = 1 Vote" (1M1V) Governance Model The guiding rule of the Hello World Co-Op DAO is "1 Member = 1 Vote" (1M1V), legally embedded in the LLC's operating agreement and strictly enforced on-chain to ensure equitable influence regardless of a member’s financial stake. This principle restores authentic voice and collective agency, preventing financial stake from dictating housing policy or allocation. The use of non-transferable, soulbound Membership NFTs and temporary, ephemeral voting tokens (VoteNFT.sol), which are minted for each proposal vote and automatically burned post-vote, proactively prevents vote selling or undue influence.
2.3 Proposal Process Members have the right to submit proposals for new initiatives, improvements, or changes within the Ecosystem, particularly for community-owned infrastructure developments across critical need vertical zones (e.g., Housing, Food & Water, Education, Clean Energy, Healthcare, Environmental Restoration). Proposals generated or outlined by tools like the Think Tank App feed into this process. These proposals undergo an initial review by a Proposal Review Board (a member-elected body or automated filter) to vet them for basic criteria and ethical guidelines before they proceed to a binding DAO vote by the full membership.
2.4 Patronage Dividends Up to 50% of the Ecosystem's net profits are distributed back to active members equally as patronage dividends. The remaining profits are strategically reinvested into new community projects and DAO growth, fostering a truly regenerative economic model where value circulates within the community.
2.5 Member Rights and Responsibilities Members have the right to participate constructively in discussions on the DAO’s platforms, review treasury balances and project outcomes via the DAO Dashboard, and audit or commission third-party audits of the open-source code of all core smart contracts. Members are responsible for adhering to these Terms, including ethical standards, and engaging in good faith with the Ecosystem's governance and operational processes.
2.6 Conflict Resolution Process The Ecosystem implements a transparent, multi-tiered conflict resolution process, managed by the ConflictResolution.sol smart contract, handling reporting, investigation (Tier 1 & 2: Trust-Weighted Triage, Community Audit Committee), and DAO resolution (Tier 3: DAO Resolution by full membership), ensuring fairness and due process.
2.7 Anti-Manipulation Mechanisms Rigorous anti-sybil and "anti-whale" mechanisms are explicitly in place to safeguard against manipulation and undue influence, ensuring equitable "1 Member = 1 Vote" governance.
2.8 Emergency Hotfix Protocols Emergency hotfix protocols are possible for critical security patches but require prompt reporting to the DAO and retroactive ratification by the membership. These actions may be taken by a predefined Emergency Multisig Committee.
Section 3: Ethical & Regenerative Commitments for Vendors, Partners, and Infrastructure Agents
3.1 Zero-Tolerance Policy & Ethical Commitments The Hello World Co-Op maintains a zero-tolerance policy for exploitative or unethical labor and trade practices. This explicitly prohibits slave labor, prison labor, forced labor, child labor, counterfeit goods, fraud, trafficking, and environmental degradation within any activity connected to our Ecosystem. All activities prioritize people and planet over profit, adhering to environmental sustainability, resource circularity, and social equity principles.
3.2 Vendor Eligibility and Standards Vendors (sellers of goods or services on the Co-Op Marketplace) must be approved by the Cooperative and first be a Member in good standing. To become a Vendor, an entity must apply through the Vendor onboarding process (e.g., via the VendorRegistry.sol smart contract). Vendors are subject to identity verification and compliance checks (KYC/AML) in accordance with law. They must agree to adhere to the Co-Op’s Ethical and Sustainability Terms of Service specific to marketplace activity, which include commitments to fair labor, authenticity, environmental responsibility, and legal compliance (e.g., anti-money laundering regulations). All vendor applications are reviewed by the DAO or a committee it designates, and only upon approval can the vendor list products or services.
3.3 Vendor Duties and Enforcement Approved Vendors must continuously comply with all Cooperative standards, ensuring their listings remain accurate and ethical. Ethical compliance is actively enforced via smart contracts like EthicsCompliance.sol and VendorRegistry.sol. These contracts allow for automated blocking of disallowed products or sanctions (e.g., burning staked tokens) for violations. SupplyChainTracker.sol may be utilized to record provenance and verify claims. By listing on the Marketplace, Vendors agree that the DAO’s on-chain decisions (e.g., a smart contract disabling their listings or seizing a violator’s stake) are binding.
3.4 Federated Partners The Cooperative may enter into partnerships or federations with other organizations (such as other DAOs, cooperatives, non-profits, or local community groups) that share similar goals. Each Partner will typically sign a partnership agreement or be onboarded via a DAORegistry.sol / FederatedGovernance.sol contract, which binds them to uphold the core ethical, sustainable, and cooperative principles of Hello World. Partners agree to abide by community standards as outlined in these Terms and any joint governance protocols.
Crucially, for an organization's members to receive the full benefits of individual membership within the Hello World Co-Op Ecosystem (e.g., voting rights, patronage dividends, access to platforms), each individual member of that organization must also become a registered Hello World Co-Op DAO member by acquiring a Membership NFT and adhering to these Terms of Service. This ensures true alignment with our "1 Member = 1 Vote" (1M1V) ethos. If a Partner organization breaches the agreed standards or acts in a way that harms the Ecosystem, the Cooperative may suspend or terminate the partnership in accordance with the conflict resolution procedures and any applicable partnership agreement.
3.5 Deployed Infrastructure Agents From time to time, the Cooperative deploys physical and digital infrastructure – such as IoT devices, sensors, autonomous systems, or on-site management software – to support community projects. These Infrastructure Agents must operate in accordance with Cooperative protocols and values. For example, an AI or sensor system managing a community greenhouse must respect data privacy, safety guidelines, and sustainability targets set by the Cooperative. The Cooperative will maintain transparency about how these agents function (e.g., open-source code or public reports) so that the community can trust their operations. If any Infrastructure Agent behaves in a way that conflicts with these Terms or causes harm, the Cooperative has the right to intervene, shut down or reprogram that agent, and address any impacts through the dispute resolution and accountability processes. Ultimately, even automated agents are tools of the Cooperative and are subject to community oversight and these Terms.
3.6 Regenerative Sustainability Protocols All activities within the Hello World Co-Op Ecosystem are expected to prioritize people and planet over profit, adhering to environmental sustainability standards and resource circularity principles. This aligns with our core "Regenerative Economic Model".
Section 4: Digital Platforms & D.O.M. Token
4.1 Co-Op Marketplace The Co-Op Marketplace is an ethical, decentralized commerce platform for B2C, B2B, and raw materials/supply chain. It rejects traditional exploitative models, actively enforcing ethical and sustainability standards (zero-tolerance for exploitative labor, counterfeit goods, fraud, trafficking, environmental degradation) via smart contracts like EthicsCompliance.sol and VendorRegistry.sol. It supports multi-currency payments (fiat, stablecoins, Web3 crypto, D.O.M.), with D.O.M. incentivized through reduced fees.
4.2 Otter Camp Otter Camp is a gamified crowdfunding platform that transforms DAO-approved real-world infrastructure proposals into interactive quests. Proposals must first undergo rigorous ethical and viability vetting and receive a binding vote of approval from the full DAO membership before appearing on Otter Camp, ensuring funding incentives do not dictate governance decisions. A deflationary D.O.M. token burn mechanism is central to its economic model, with an amplified 5:1 burn for ecological restoration projects.
4.3 Rabbit Whole Rabbit Whole is our decentralized social and "learn-to-earn" platform, cultivating community, knowledge, and skill development. It features wallet-attached profiles displaying verified contributions, skills, and badges earned through curricula on topics like permaculture, solar installation, and blockchain basics. It actively addresses the digital divide through an Offline Ambassador Program, utilizing local WiFi hotspots to deliver content to communities with limited or no internet access.
4.4 Think Tank App The Think Tank App is, unequivocally and solely, an AI-powered outlining assistant for developing crowdfunded infrastructure proposals. It is explicitly NOT designed or utilized for governance functions. Governance operates strictly via our 1M1V DAO voting process. It leverages local Retrieval-Augmented Generation (RAG) systems and sophisticated prompt engineering to efficiently retrieve and synthesize information into structured, board-ready outlines.
4.5 D.O.M. (Decentralized Otter Money) Utility Token The D.O.M. token is the Ecosystem's primary utility token. Crucially, D.O.M. explicitly has NO governance role whatsoever. Voting rights are exclusively tied to non-transferable, soulbound Membership NFTs and time-bound voting tokens. D.O.M. has a fixed total supply of 420 Trillion tokens, fully minted at genesis with 0% inflation. Its value is reinforced by an "elastic burn behavior," a dynamic deflationary mechanism where D.O.M. is systematically burned during various ecosystem activities (donations, in-game purchases, marketplace transactions). It is used for decentralized commerce, crowdfunding, in-game asset purchases, and P2P transactions.
Section 5: Compliance and Security Posture
5.1 VASP Classification and Obligations The Hello World Co-Op acknowledges that its operations—particularly the Co-Op Marketplace facilitating multi-currency payments, Otter Camp accepting fiat donations, and D.O.M. utility token transfers—will likely classify us as a Virtual Asset Service Provider (VASP) under FATF (Financial Action Task Force) standards. This classification is based on a "functional approach," focusing on activities rather than self-description, and explicitly acknowledges "control or sufficient influence" over virtual asset arrangements. We are proactively and meticulously prepared for this, with compliance frameworks "built-in" prior to the launch of any new product or service.
We are prepared to register as a FinCEN Money Services Business (MSB) if deemed necessary for handling stablecoin or fiat transactions. This entails implementing a robust Anti-Money Laundering (AML) compliance program, designating a Compliance Officer, continuously monitoring transactions, filing Suspicious Activity Reports (SARs) and Currency Transaction Reports (CTRs), and adhering to strict record-keeping requirements.
**Customer Due Diligence (CDD) & KYC:** Mandatory for
DAO-vetted vendors on the Co-Op Marketplace. A threshold of USD/EUR
1,000 applies for occasional VASP transactions, with Enhanced Due
Diligence (EDD) for higher-risk relationships.
Transaction
Monitoring: Robust systems (on-chain analytics tools, AI-powered
analytics) for real-time monitoring to detect suspicious activities
and identify connections to sanctioned addresses.
**Record-Keeping:**
Adherence to FATF Recommendation 11, maintaining all transaction and
CDD records for at least five years (blockchain *solely*
insufficient).
5.2 FATF Travel Rule (Recommendation 16) We are prepared to implement the 'Travel Rule' (FATF Recommendation 16), which requires originating VASPs to "obtain, hold, and transmit required originator and beneficiary information, immediately and securely, when conducting VA transfers" above a USD/EUR 1,000 threshold. We are developing specific technological solutions for secure, immediate information transmission between VASPs and conducting three-phase due diligence on counterparty VASPs.
5.3 OFAC Sanctions Compliance A tailored, risk-based sanctions compliance program, developed prior to launching products, ensures adherence to OFAC regulations. This includes management commitment, risk assessment, internal controls (e.g., geolocation/IP blocking, transaction screening), testing, auditing, and employee training. Blockchain analytics are used to identify and block transactions associated with sanctioned persons or entities (SDN List).
5.4 Ultimate Beneficial Owner (UBO) Transparency Our legal wrapper is subject to UBO reporting, requiring KYC checks for individuals with significant voting power or control (e.g., 10-25%+). We will clarify and document the process for identifying and conducting KYC on UBOs within the Cooperative LLC, particularly concerning signatories of multi-signature wallets (TreasuryManager.sol, GovernanceMultisig.sol) or key roles in oversight committees.
5.5 Smart Contract Compliance & Audits AML/CFT rules are incorporated directly into smart contracts where feasible (e.g., EthicsCompliance.sol, VendorRegistry.sol), ensuring automated enforcement of ethical and compliance standards. We commit to continuous, rigorous third-party security and compliance audits for all core smart contracts, especially those handling funds and governance. Our roadmap includes a "Smart Contract Audit for Alpha" in Q4 2025. Where smart contracts and written terms conflict, the Cooperative seeks community resolution to clarify and update either the code or the Terms to align them, with smart contracts generally preempting except for specific statutory requirements.
Section 6: General Legal Provisions
6.1 Governing Law and Jurisdiction The Cooperative is organized under the laws of the State of Vermont, USA (as a cooperative LLC and associated entities), and these Terms shall be governed by and interpreted in accordance with the laws of Vermont and any applicable federal laws. However, the Cooperative operates globally and strives to comply with relevant regulations in all jurisdictions where it functions. Any legal action or proceeding relating to this agreement, to the extent not subject to DAO on-chain resolution, shall be brought in the competent courts of the appropriate jurisdiction (e.g., Vermont, unless the Cooperative designates a different legal home in an updated policy).
6.2 Amendments These Terms can be amended or updated only by a valid DAO governance action. Any member or committee may propose changes to these Terms via the proposal system, and such amendment will require approval by the membership (likely by a supermajority vote or specific quorum, given the importance of the Terms) to be adopted. Amendments will be circulated in draft form for member feedback before a vote. If approved on-chain, the new or modified clauses become immediately effective (or on a specified date, if stated in the proposal) and will be published in an updated Policy document. The Cooperative will maintain version history of the Terms for transparency. No unilateral amendment by any individual or external authority will be valid.
6.3 Relationship of Code to Text These Terms and the Cooperative’s smart contracts are meant to be consistent and complementary. In case of an apparent discrepancy between what these Terms say and what a smart contract does, the Cooperative will seek a community resolution to clarify and, if needed, update either the code or the Terms to align them. Both the text and code are binding in their respective domains: Members agree that smart contract outcomes (votes, transactions, etc.) are valid and must be abided by, and likewise that they will follow the written rules (like ethical standards) even where enforcement by code is not yet implemented. This section ensures that "code is law" within the DAO’s ecosystem to the extent members have agreed to it, but without foregoing the supportive role of this written agreement.
6.4 Liability and Disclaimers The Cooperative (and its officers, developers, or agents) provides the Ecosystem “as is” and makes no warranties that the services will be uninterrupted or error-free, or that outcomes of proposals or projects will meet any particular expectations. All participants use the platforms and engage in DAO activities at their own risk. To the fullest extent permitted by law, the Cooperative’s liability to any Member or user for damages is limited, generally excluding indirect, incidental, or consequential damages (such as lost profits or lost data), with any direct liability capped (e.g., to the amount of the annual membership fee or a nominal sum). Members acknowledge that smart contracts carry inherent risks (bugs, exploits) and agree not to hold the Cooperative or other members responsible for unforeseeable smart contract vulnerabilities. However, this liability waiver does not exclude liability for fraud or willful misconduct, nor any statutory rights that cannot be waived.
6.5 Acceptance and Entire Agreement By clicking “Accept,” signing a membership agreement, or otherwise participating in the Hello World Co-Op Ecosystem, you affirm that you have read and understood these Terms and agree to be bound by them. This document (along with any additional policies referenced, such as the Privacy Policy or specific platform guidelines) constitutes the entire agreement between you and the Cooperative regarding its subject matter, superseding any prior discussions or drafts. If any provision of these Terms is held unenforceable, the rest of the Terms remain in effect. These Terms do not create any agency, partnership, or employment relationship between the Cooperative and any Member or user; rather, you are a member-owner and/or user under the cooperative framework. All notices or communications required under these Terms may be provided via the DAO’s official communication channels (such as on-chain proposals, dashboard notifications, or registered email, as applicable).
Section 7: Intellectual Property Protection
The original text, structure, diagrams, and all creative expression within these official documents (including these Terms of Service), our unique ecosystem architecture, software and smart contracts, Otter Camp (game visuals, narrative, characters, music), Co-Op Marketplace content, Rabbit Whole educational curricula, and Think Tank App's UI/workflow are all subject to copyright and are being strategically registered. Even open-source smart contracts are copyrighted to control unauthorized, harmful forks. Proprietary methods or unpublished designs (e.g., specific algorithms for internal optimization, certain aspects of financial models) are managed with strict internal controls to maintain secrecy as trade secrets. The artwork of any logos or unique visual identifiers for the Hello World Co-Op, Otter Camp, D.O.M. token, or other sub-brands are protected by trademark for source identification, alongside copyright for their visual design. This multi-faceted IP strategy, held and enforced by the Hello World Co-Op DAO LLC, is crucial for proactive protection, value maximization, and mitigating legal pitfalls.
Plain Language Summaries Note: To ensure broad accessibility and comprehension, complex legal clauses within these Terms will be accompanied by clear, concise, and accessible plain-language summaries, similar to the examples provided in the sources. These summaries are for explanatory purposes only, and in the event of any conflict, the full legal clauses of these Terms shall prevail.