🟢 Vert = terminologie corrigée le 2026-10-18 : investissement → souscription, investisseur → souscripteur, investment → subscription, investor → subscriber, véhicule → forme juridique / entité de fonctionnement (exploitation). Ricardo : ce sont les mots-clés à changer dans le code. Les noms de fichiers (ex. funding-investment-agreement.html) sont volontairement conservés pour ne pas casser les liens — renommage côté dev possible ensuite. Les surlignages orange datent d'une passe de correction précédente.
DRAFT — FOR REVIEW ONLY — NOT FOR SIGNATURE

Netizen3 Token Purchase Agreement

This token purchase agreement (the "Agreement") is made and entered into as of [Date] by and between [Buyer's Full Name], an individual or legal entity (the "Buyer"), and Netizen3, a Swiss entity acting as the operating entity for the funding of the WikiDeal project ("Netizen3").

Preamble

WikiDeal is an open, non-speculative platform project supervised by the Ynternet.org Foundation (the "Foundation"). Netizen3 is the entity that receives and administers the funds raised for the WikiDeal project, under the full oversight of the Foundation. Netizen3 operates under WikiDeal's Real Cost Commission model: all commissions and operating costs are charged at real cost, with no profit objective and no hidden costs. The Buyer wishes to support the development of WikiDeal through the purchase of WikiDeal tokens as defined below.

1. Definitions

"Purchase" — the amount paid by the Buyer to Netizen3 for the acquisition of tokens under this Agreement.
"WikiDeal Tokens" — conditional rights to a share of future platform subscription revenue, granted to the Buyer in proportion to the Purchase, out of a total package of 50,000,000 (fifty million) WikiDeal tokens. WikiDeal tokens are not shares, not debt instruments, and carry no guarantee of return.
"Real Cost Commission" — WikiDeal's commission model whereby all fees and operating costs are charged strictly at real cost, as documented on the WikiDeal platform.
"Foundation" — the Ynternet.org Foundation, supervising authority of the WikiDeal project and of Netizen3.
"Steering Committee" — the WikiDeal steering committee appointed by the Foundation.
"Project" — the conceptualization and development of WikiDeal's Prototype 1, as described in Appendix A.

2. Object

The object of this Agreement is (a) the Purchase made by the Buyer to Netizen3 to finance the real costs of the Project, and (b) the grant to the Buyer of WikiDeal tokens under the conditions set out herein. This is a token purchase agreement: it is not a donation, and no donation is made under this Agreement.

3. Financial Contribution

The Buyer agrees to pay to Netizen3 the token purchase price, of the chosen and paid amount (the "Purchase"), to support the Project. This Purchase is part of a limited fundraising call capped at a total of 1,000,000 CHF. Netizen3 shall allocate 100% of the funds received to the real costs of the WikiDeal project, in accordance with the deliverables set forth in Appendix A, with no profit margin and no hidden costs.

4. WikiDeal Tokens

In consideration of the Purchase, the Buyer is granted WikiDeal tokens in proportion to the Purchase, out of the total package of 50,000,000 WikiDeal tokens. WikiDeal tokens are conditional rights to a share of future subscription revenue of the WikiDeal platform. They are governed by the redistribution framework published on the WikiDeal platform, which may evolve over time; they are community redistribution algorithms, not contractual promises of return.

Redistribution mechanism: a minimum of 25% — and up to 50% — of the gross revenue of each subscription paid by a platform user is automatically reallocated to WikiDeal token holders through the redistribution algorithm. Early supporters benefit from the guaranteed minimum rate of 25% of gross subscription revenue.

Illustrative projection (not a commitment): based on the projections published on the WikiDeal wiki, the entire tokenized amount may theoretically be recovered in cash over a period of 3 to 7 years. This projection is provided for illustration only, is sourced from the WikiDeal wiki, and does not constitute any contractual commitment, promise or guarantee by Netizen3.

4 bis. Use of the WikiDeal tokens — two phases

The WikiDeal tokens acquired under this Agreement follow a two-phase logic:

Phase 1 — before activation (subscriptions only). From the outset, and for as long as they are not activated, the tokens can be used only to obtain platform subscriptions and, above all, to offer subscriptions to other people so they can join WikiDeal. They cannot yet be used to purchase other services, nor be converted into a stablecoin.

Phase 2 — after activation (services and conversion). Tokens are activated by the subscription revenue effectively collected from other users of the platform. Once activated, the tokens may be used for services on the platform and, optionally, converted into a stablecoin (see Clause 6). The mere fact of distributing or offering subscriptions does not, by itself, activate the Buyer's own tokens for the purchase of real services.

5. No Guarantee of Return

The Buyer acknowledges and accepts that WikiDeal tokens carry no guarantee of return. There is no absolute guarantee of financial return, cash-out, or success of the Project. The Project involves inherent technical, commercial and operational risks. The Purchase is made at the Buyer's own risk, without right of termination or ordinary legal recourse. While Netizen3 has a clear intention that WikiDeal tokens be paid out based on future platform subscriptions, such payouts depend entirely on the actual subscription revenue generated by the platform.

6. Cash-out Mechanism

Nature of the cash-out — an optional exit facility, not an end in itself. Cashing out into francs is a possible alternative to using the platform's services, and not the primary purpose of the purchase. The Buyer is fully entitled to convert activated tokens into francs: this is a real and accessible option. By nature, the approach encourages the use of WikiDeal products and services, yet it is legitimate for part of the tokens to be converted into francs via the stablecoin — for example where the amounts exceed the buyer's own usage needs on the platform. The cash-out is never presented as capital protection or as a priority purpose.

The cash-out path for WikiDeal tokens is the following: inactive token → active token (activated through subscription revenue as per Clause 4) → stablecoin → cash.

Netizen3 proposes one or more external partners offering a simplified "one-click convert" service for the conversion of activated tokens. However, the Buyer expressly acknowledges that Netizen3 is not an exchange and does not itself provide the final conversion into fiat currency: providing such conversion would subject Netizen3 to Swiss financial-market regulation (FINMA). The final conversion is performed exclusively by external, independent partners, under the Buyer's sole responsibility.

The Buyer is solely responsible for declaring any income derived from WikiDeal tokens to the competent tax authorities.

7. Netizen3 Commitments

Netizen3 irrevocably commits to:

Netizen3's contractual commitments toward the Buyer are limited to: (a) pursuing the deliverables set forth in Appendix A with best efforts; (b) actively stimulating platform subscriptions; and (c) providing access to the arbitration mechanism described in Clause 10. No other commitment, express or implied, is made.

8. Governance and Foundation Oversight

Netizen3 operates under the supervision of the Ynternet.org Foundation. The Foundation appoints the WikiDeal Steering Committee, whose decisions are binding on Netizen3. The Foundation holds full financial audit rights over Netizen3. The real-cost pricing rules applicable to Netizen3's operating costs are defined by the Foundation. The Buyer acknowledges this governance structure and accepts that strategic decisions concerning the Project are made within this framework.

9. Risk Acknowledgment

The Buyer declares having read and understood the risk information published on the WikiDeal platform, and acknowledges in particular that: (a) the Project may fail in whole or in part; (b) WikiDeal tokens may never generate any payout; (c) the value and convertibility of stablecoins and the availability of external conversion partners are outside Netizen3's control; (d) the regulatory environment may evolve; and (e) the Purchase may result in a total loss. The Buyer confirms that the Purchase does not represent an amount whose loss would endanger their financial situation.

10. Limitation of Liability, Arbitration and Miscellaneous

Netizen3 shall not be liable for any losses or damages arising directly or indirectly from the Purchase or the development of the Project, except in cases of willful misconduct or gross negligence. This Agreement constitutes the entire agreement between the parties and supersedes any prior donation-related document. The Buyer expressly waives their right to ordinary jurisdiction in favor of the simplified arbitration process, as described and under construction on the WikiDeal platform (Arbitration).

11. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Buyer's Full Name] — Buyer

Netizen3 — By: [Authorized Signatory]


Appendix A — Project Deliverables

The deliverables referenced above are living documents, maintained publicly on the WikiDeal site. The versions applicable to this Agreement are those published at the date of signature. At each signature, a dated snapshot of these pages is produced and stored in the versions folder. The link to that snapshot is handed to the Buyer together with their certificate.