GIP-10: Adopt Participation Agreement

SIMPLE SUMMARY

This is a proposal to implement a private ordering agreement (a so-called “Participation Agreement”) among all GnosisDAO participants to provide an operating framework for the GnosisDAO and to govern the rights and obligations of each party.

ABSTRACT

The participation agreement:

• explains the GnosisDAO’s governance mechanism and determines who GnosisDAO participants are.
• provides a mutual release by DAO participants from claims arising out of or in connection with the GnosisDAO and a mutual waiver of claims against the GnosisDAO and other DAO participants.
• limits the liability of the GnosisDAO, the service providers, Gnosis Limited, and the signers in relation to loss or damage arising under or in connection with the use of GnosisDAO smart contracts.
• provides a complaints and dispute resolution procedure.

MOTIVATION

As a DAO that is not wrapped within a legacy system legal entity, it is paramount to minimize the legal risks to GnosisDAO participants as much as possible.

SPECIFICATION

Proposed Participation Agreement

RATIONALE

The GnosisDAO is a decentralised collective stewarding a growing ecosystem by developing and dogfooding the operating system for Ethereum and is governed by, and returns value to, the GNO token holders. It relies on the Gnosis Safe Multisig smart contracts and Gnosis Zodiac modules for DAO governance to enable transparent governance by the GNO token holders to manage the GnosisDAO and control resources transparently. Although the GnosisDAO was seeded by Gnosis Limited, Gnosis Limited has relinquished all control over the GnosisDAO. It is participant managed, and does not have any director or manager. No single party is in control.

As the GnosisDAO exists entirely on-chain, jurisdiction may not recognise it as an entity with legal personality or limited liability. While efforts are underway (notably in Wyoming, Malta and by COALA, who have been drafting a DAO Model Law), unincorporated DAOs do not operate as persons within the eyes of the law.

The attempted shoehorning of DAOs by legal systems into existing categories such as unregistered organisations, unincorporated associations or general partnerships leads to concerns that DAO participants may be held liable for the actions of the DAO. While GnosisDAO Participants cannot dictate states and state regulators how to characterise the GnosisDAO, we should use whatever private law mechanism at our disposal to frame the GnosisDAO as we see it and minimize legal risks as much as possible to the GnosisDAO, GnosisDAO participants, Gnosis Limited as the initial funder, service providers and the signers of the GnosisDAO Safe multisig.