English version · 🇫🇷 Version française (miroir)
Document submitted by Théo Bondolfi to the Ynternet.org Foundation for the transfer of rights over the WikiDeal project.
This agreement (the "Agreement") is entered into on [Date] by and between Théo Bondolfi, natural person (the "Founder"), and the Ynternet.org Foundation, a foundation under Swiss law (the "Foundation").
The entity Netizen3 (the "First User Group") is a temporary vehicle proposed by the Founder to the Foundation for the implementation of the prototype (stages 1 and 2). It is not a party to this Agreement: it is mandated by the Foundation under a separate mandate contract (exploitation rights), described in clause 4.
Over many years, and building on his track record as a social entrepreneur managing numerous applied research programs in socio-economic transition towards more common good and solidarity economy, the Founder conceived, developed and refined the ideas, concepts and methods that together form the core recipe of the WikiDeal project (the "Project"), as presented on the Wiki, which serves as the lever to start the Project's activity.
The Foundation intends to develop the Project as described and regularly updated on www.wikideal.net.
The parties acknowledge a fundamental common interest: the Project's objective is to bring users to subscribe to the platform's services, at a deliberately very accessible price in the order of one franc per month, while developing the quantity and quality of the services available on subscription — such as, primarily, transactions at real cost, with no profit for third-party shareholders. Whatever the situation, decisions will be taken with priority in this direction, in the interest of the Project.
Functional intention. The intention of this Agreement is that the Founder transfers all of his rights, without exception, receives a fixed, limited and non-unlimited recognition, and remains available to support the Project. Both parties are fully aware of the balance of this Agreement, considering, on the one hand, that the time already devoted and still to be devoted by the Founder is very substantial, with no guarantee of coverage whatsoever — even of the expenses incurred, let alone of the time devoted — and, on the other hand, that the WikiDeal tokens in case of success are very moderate compared to the standards of global start-up creation, such as the so-called “GAFAM” start-ups, in which founders earned billions, not a few millions, while keeping control over the activity for the very long term. While no comparison is perfect, it can be observed that in free-culture projects, founders have remained long-term resource persons for the project. Here, this is not total control, but an act of making oneself available: the Founder puts himself at the disposal of the Project, in exchange for a total abandonment of all his rights over the entire future of the Project. This balance also sets the tone for future User Groups, which could develop complete initiatives and recover, in case of success, certain sums: WikiDeal carries a model of very limited profitability compared to today's standards of extreme profits generated by the billionaires of the net economy.
Balance and purpose of the recognition. The sum attributed to the Founder is set within a balance between the two natures of the Project: on one side, a micro-capitalism project carrying a gigantic growth potential; on the other, a non-profit public-interest project. The recognition granted to the Founder is intended, to a large extent, to allow him to re-stimulate other people to get involved in the Project. This sum is only received if the Project works: it follows the principle of the WikiDeal tokens, attributed on future subscription revenues, with no guaranteed payment whatsoever. How WikiDeal tokens and cash-out work is explained on the definitive WikiDeal pages: WikiDeal tokens (attribution and cash-out) and WikiDeal tokens FAQ.
The Founder irrevocably assigns and transfers to the Foundation all rights, including copyrights, in their entirety, over the Project: all ideas, concepts, contents, methods and works produced by the Founder over the years that led to the WikiDeal core recipe.
The Founder also abandons, without exception and in favor of the Ynternet.org Foundation:
The Founder retains no ownership right, no claim and no veto right over the Project.
Mode of transfer — free/open licences. The Founder transfers all these rights to the Ynternet.org Foundation by placing them under a Creative Commons CC BY-SA licence (for content, ideas, methods and works) and under a free software licence (for software components). Placing them under free/open licences guarantees that the WikiDeal base remains a reusable commons that cannot be re-privatised, which reinforces the fairness of the assignment: the Founder obtains no exclusivity, and the community inherits an open heritage.
In consideration of the transfer provided in clause 1, the Foundation attributes to the Founder WikiDeal tokens for a total value of CHF 50,000,000 (fifty million Swiss francs), attributed on future subscription revenues. For the record: the first Roundtable ("Roundtable 1") aims to raise CHF 1,000,000 (one million) in token purchases for Prototype 1.
The Founder is free to dispose of these WikiDeal tokens as he sees fit. He may keep them in full, or attribute the part of his choice to third parties — notably persons he considers useful for raising the first million, in order to encourage them to make token purchases in hard cash (cash, bank transfer) contributing to the initial funding, or to contribute in time and reputation through their expertise.
Nature of the WikiDeal tokens. These are promises of WikiDeal tokens in case of success for 50 million, drawn at a rate of 25% on every WikiDeal subscription payment received until the full amount is covered, if the project continues.
Firm and irrevocable attribution in exchange for stage 0 of the deliverables. The Foundation firmly and irrevocably confirms that it grants the Founder these 50 million WikiDeal tokens on a definitive basis, in exchange for the delivery of the list of annexes constituting stage 0 of the deliverables — already available — which includes the study and, as a priority, the WikiDeal rules of the game and Prototype 1. The full list is published on the wiki: WikiDeal Deliverables (stages 0 to 3).
WikiDeal tokens are community redistribution mechanisms, not contractual promises of return. Their rules (attribution, specifications, cash-out) are documented on the WikiDeal site: https://wikideal.net/wiki/Gov/en/Portal:Economy/Subscription Tokens and https://wikideal.net/wiki/Gov/en/Portal:Economy/Subscription Tokens-FAQ.
The Foundation commits that a minimum of 50% of subscription revenues paid by users is allocated to the combined WikiDeal tokens of:
(a) the token buyers of the first Roundtable (Roundtable 1, CHF 1 million raised for Prototype 1), and
(b) the early supporters, including the WikiDeal tokens attributed under clause 2.
As each of these two groups holds WikiDeal tokens for a value of CHF 50,000,000, this allocation represents 25% for each group: of every subscription franc paid, 25 cents go to the users of each group (50 cents in total).
To fully pay out WikiDeal tokens for a value of CHF 50,000,000 at this rate, a minimum of CHF 200,000,000 in subscription revenues must be collected. An indicative, non-binding trajectory is published on the governance wiki: WikiDeal tokens page, chapter "How long to cash out? Indicative trajectory (no guarantee)".
Attribution of the exploitation rights. The Foundation grants management authorisations in the form of exploitation rights, via the Steering Committee it appoints and within the framework of the Open Calls. The first exploitation rights are granted to Netizen3, the first User Group (a temporary vehicle), with a dual mission: to raise the funds (CHF 200,000 of love money then CHF 1,000,000 of seed money) and to implement the Founder's proposal for stages 1 and 2 ("Prototype 1"). Netizen3 has absolute priority on stage 2, subject to the usual conditions: quality of operation, audit, account reporting, a sound team and legal compliance (no excessive conflict of interest). At the end of stage 1, the Foundation may revoke this mandate; independently, Netizen3 may choose not to accept any further mandate.
If Netizen3 (or any holder of exploitation rights) subcontracts the day-to-day management of the platform, mandates it or transfers it to a third-party entity — whatever the arrangement creating a situation where subscriptions are no longer collected by the initial holder —, the Foundation firmly and irrevocably commits:
(a) to recognize the existence of the WikiDeal tokens in their entirety, both for the token buyers and for the Founder and his early supporters to whom he redistributes WikiDeal tokens; and
(b) to bind the third-party entity to apply the same rules.
This explains why only 50% of subscription revenues are guaranteed in return — 25% for the Founder and his early supporters, 25% for the token buyers (clause 3): the other part will progressively serve to cover operating costs, servers, governance, etc.
The Founder has committed, and continues to commit until sufficient token purchases are obtained, his own funds to cover the Project's incompressible costs, notably software development and the various steps he has carried out at his personal expense. It is the Founder's responsibility to find sufficient token purchases to cover the Project's needs.
In consideration of these advances, the Foundation will pay the Founder a lump sum corresponding to 35% of the first CHF 200,000 received: 35% of every franc received by the Foundation for the Project is allocated to this coverage, until 35% of the first CHF 200,000 is reached (CHF 70,000).
To pilot the prototype stage and raise the funds in cash in two tranches — CHF 200,000 (love money) then CHF 1,000,000 (seed money), i.e. CHF 1,200,000 in total, the Founder is entitled to a fixed sum corresponding to 15% of all sums received by the Foundation as token purchases (15% on the CHF 200,000 of love money and 15% on the million of seed money), i.e. a maximum of CHF 180,000 for the activity of seeking token purchases. This lump sum covers both his fees and his concrete expenses (advertising, communication with individuals and institutions, organization of conferences, various publication costs on social networks, travel to meet potential token buyers, as well as the costs of subcontractors such as fundraising assistants). These amounts are invoiced as transfers are obtained, by the Founder in his capacity as an independent contractor (this remuneration is not a salary).
Two distinct sums are therefore paid to the Founder: the coverage of incompressible costs (35% of the first CHF 200,000, clause 5) and the fixed sum for the fundraising mission (15% on all token purchases raised, i.e. on the CHF 1,200,000 of the two tranches, this clause). The Founder can only pay himself progressively, as token purchases are actually received; no advance payment is possible.
Who collects the funds. The funds are collected by the Ynternet.org Foundation or any third-party entity it mandates. In this instance, for Prototype 1 (stage 0 preparation, stage 1 love money and stage 2 seed money), the Foundation mandates the Netizen3 association, which receives and administers the money and pays a portion back to the Foundation so that it can carry out its part of the mission. The Foundation retains, with no possibility of subcontracting, three missions: (1) governance policy, (2) quality supervision (and audit), (3) strategic definition. The balance of the funds (after the amounts due to the Founder under clauses 5 and 6) is allocated to the Project within the framework of the Open Calls and the Steering Committee; the Foundation remains sovereign in determining their use, on the Founder's advice and proposals.
The Founder has the obligation to succeed in raising CHF 1,200,000 in two tranches — CHF 200,000 (love money) then CHF 1,000,000 (seed money) — in token purchases. This is his mission, and it is the counterpart of the sums provided in clauses 5 and 6.
The Founder does not commit to any number of hours: he commits to raising the funds and to being at the Project's disposal on a case-by-case basis according to needs, exclusively for fundraising. Any other activity will be the subject of mandates that may be attributed to him on a case-by-case basis by the WikiDeal Steering Committee appointed by the Foundation (this body may evolve), without guarantee.
No fixed deadline is stipulated for this mission: regulation is ensured by the mechanism itself — the sums provided in clauses 5 and 6 are only due pro rata to the token purchases actually received, the WikiDeal tokens only have value if the Project works, and the Foundation delegates may end the mission at any time (clause 8).
The Foundation, acting through the Steering Committee it appoints, may terminate this collaboration at any time, without possibility of dispute. In all cases, the Founder keeps all of his WikiDeal tokens: the 50 million tokens provided for in clause 2 are acquired by him firmly and definitively, in consideration for the already-delivered stage 0 of the deliverables, and cannot be taken back from him.
This Agreement therefore constitutes a double commitment by the Founder: (a) to transfer all rights — without exception, including the name, the trademark, governance and mandates — over everything he has produced over all these years, which led to this WikiDeal core recipe serving as the lever to start the activity; and (b) to succeed in raising the funds of the initial token buyers as his exclusive mission, through to the end of the first million.
This Agreement constitutes the entire agreement between the parties as to its subject matter. It is governed by and interpreted in accordance with Swiss substantive law. The courts at the Foundation's seat have exclusive jurisdiction over any dispute.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date indicated at the top of this document.
Théo Bondolfi — Founder
Ynternet.org Foundation — By: [Authorized signatory]
The discretionary distribution of the WikiDeal tokens managed by the Founder (clause 2) rests on the trust granted by the early supporters in his ability to deliver ambitious and difficult projects. This trust is based on a track record of past achievements, where he successfully carried out complex commitments, often from a very young age, without significant failure.
Factual examples of these achievements include:
This track record demonstrates a constant capacity to overcome challenges, sometimes with a little more time than initially planned, but always reaching concrete results. The early supporters who purchase WikiDeal tokens recognize this proven resilience and execution capacity.
In short. By the standards of the sector, the chosen allocation is particularly modest and equitable: a fixed allocation, no control retained, and a significant risk-taking (remuneration only in case of real success). The details are set out below.
This appendix explains why the WikiDeal tokens allocation key is honest, equitable and fair — neither too much nor too little. 🇫🇷 Version française de cette annexe.
The Founder receives a fixed allocation of 50 million WikiDeal tokens (equivalent to CHF 50 million in the reference stablecoin). This amount is fixed: it cannot inflate, and no speculation is possible. The Founder further commits to redistributing part of it to his circle in order to seed and stimulate the initial love money.
In return, the Founder gives up all his rights. He currently holds the “WikiDeal” trademark and the copyright on the Project's ideas, and he transfers them entirely — under a Creative Commons CC BY-SA licence and a free software licence — to the Ynternet.org Foundation. He retains no control: all decision-making power goes to a council, itself planned to be progressively replaced by people elected among peers from WikiDeal's contributors.
In conventional start-ups (Google, Meta, Microsoft, OpenAI…), founders — Zuckerberg, Bill Gates, Sam Altman — keep shares worth billions and lasting control. Here it is the opposite: a fixed, capped amount, no control retained, and power given to the community of contributors. A very modest and very equitable allocation by the sector's standards.
This allocation is by no means guaranteed. It will only materialise if the project actually deploys: at stage 2 (seed, pilot experiments) and above all at stage 3 (incubation then deployment). Only then, and only if it works, will there be any returns — a significant risk.
The Founder has already committed significant personal funds, notably to pay developers, complete stage 0 and launch stage 1. Many deliverables have already been produced (the wiki now has more than 750 pages): a fundamental base on which everything else relies. The complete list of deliverables by stage (0 to 3) is published on the wiki.
Mirroring the Founder's 50 million, 50 million WikiDeal tokens are also planned for the people who acquire tokens at the start. Initially, this counterpart is covered by subscription revenue.
Finally, the Founder has the obligation to raise the funds: his mission is to gather CHF 200,000 (love money) then CHF 1,000,000 (seed) — a considerable commitment that conditions the whole deployment.
In summary: a fixed amount, no control, a full transfer of rights to the foundation under free/open licences, remuneration conditioned on real success, and an obligation to raise funds. By the standards of what is practised elsewhere, a particularly fair and balanced split.