Summary

Discourse link: here

Mycelium (formerly known as Lion’s Mane) posted an offer to perform certain services for Tracer DAO, which was accepted, via Proposal and vote, by Tracer DAO on 10 February 2021. Subsequent amendments to Mycelium’s terms of engagement were passed on 15, July 2021, 1 November, 2021, and 19 February, 2022 to increase Mycelium’s monthly service budget to its current level of $650,000 per month.

These amendments were requested in part as reimbursement for pre-paid expenses on behalf of the DAO and in part in anticipation of forward looking expenses as part of Tracer’s growth map. Since the most recent amendment in February, the Tracer DAO team has been augmented by three new smart contract developers and a number of community contributors across its Business Development, Marketing, Design, UX/UI and Engineering verticals.

As a result of judicious budgeting and planning, we were ultimately able to onboard these additional resources without a significant increase to our spending and thus propose to decrease the DAO’s monthly service back to its previous level of USD$500,000 per month.

We are currently finalising Mycelium's Q4 2021 & Q1 2022 report to Tracer DAO and will publish it in Discourse.

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Updates

In accordance with the Proposal engaging Mycelium, and to assist Mycelium to execute upon these strategic goals, Mycelium requests:

1. The current remuneration of USD$650,000.00 (or equivalent) per month (or part thereof) is decreased to USD$500,000.00 (or equivalent) per month (or part thereof) starting on the day that a Proposal implementing this Proposal is executed and ending when Mycelium is no longer engaged by the DAO, to be paid on the last day of each calendar month. If a payment does not occur because the DAO has insufficient funds, the amount of that payment will accrue and be paid to Mycelium when the DAO has sufficient funds to pay for that calendar month.

It is expected that all other aspects of Mycelium’s engagement, detailed in the Proposal passed on 12 February 2021, including amendments made on 12 July 2021 and 28 October 2021 will remain the same.

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Next Steps

In order for this proposal to take effect, it must be pushed to Snapshot DAO members and that Proposal must succeed.

We encourage the discussion of this proposal in the comments below.

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Deliverables and Commitments

If this proposal succeeds, Mycelium’s Deliverables and Commitments, as outlined in the Proposal passed on 10 February 2021 as well as the updated proposals passed on 14 July 2021, 1 November 2021 and 19 February 2022, will remain the same.

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Variation and Termination

1. Mycelium acknowledges that, if engaged, the DAO may terminate or vary its engagement in accordance with:
   1. future Proposals and performance;
   2. the Deliverables specified above;
   3. a material breach of any term of the Agreement which breach is not capable of being remedied or (if such a breach is remediable) fails to remedy that breach within 10 days of receipt of notice from the DAO in writing to do so; and
   4. any repeated breaches of the terms of the agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

Termination of the Proposal shall not affect any of the parties’ rights and remedies that have accrued as at the date of termination. Furthermore, any termination of this agreement shall not e effective unless the agreement either expires, all things required to be done by the Proposal are completed or it is terminated by a further proposal of the DAO.

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Conflicts of Interest

In the context of the Tracer Project, conflicts of interest include:

1. Existing Service Providers who are Related Parties; and
2. Existing (vested and unvested) holdings of TCR tokens.

Mycelium wishes to declare the following conflicts of interest:

1. It is an existing Service Provider to Tracer DAO and holds TCR tokens.

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Interpretation

Unless expressly agreed otherwise in writing by an Authorised Representative of the DAO, all terms that are defined pursuant to the Participation Agreement will retain their meaning.

If this offer is accepted as a Proposal under the Participation Agreement, Mycelium may more formally document aspects of that Proposal.

The following definitions shall apply in this Proposal:

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Definitions

Commencement Date: the date this Proposal is passed on chain and is signed.

Tracer DAO: A decentralised autonomous organisation for Tracer, an open-sourced blockchain-based financial protocol.

TCR Token: A measure of voting power in the Tracer DAO that attaches to a specific Wallet Address, whereby the greater amount of TCR Tokens a person holds in that Wallet Address, the greater the person’s voting power.

Related party: Means, but is not limited to, the Service Provider’s parent company, subsidiary, affiliate, assignee, transferee or one of their representatives, principals, agents, directors, officers, employees, consultants, contractors, members, shareholders or guarantors.

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Indemnity

Mycelium shall keep the DAO fully indemnified against direct liabilities, costs, expenses, damages and losses suffered or incurred by the DAO as a direct result of:

1. any claim against the DAO for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Deliverables, to the extent that the claim is attributable to the acts or omissions of Mycelium, its employees, agents or subcontractors; and
2. any claim made against the DAO by a third party arising out of, or in connection with, the supply of the Deliverables, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Proposal by the Mycelium, its employees, agents or subcontractors.

Mycelium provides no indemnity for indirect or consequential losses, loss of profit, loss of reputation, product recall costs, and all interest, fines, penalties, and legal costs (calculated on a full indemnity basis) and any other professional costs and expenses.

This clause will survive termination of the Proposal.

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Copyright Waiver

Copyright and related rights are waived pursuant to CCO