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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").
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 acquire subscriptions. 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 that the quantity of Rewards attributed is significant. While no comparison is perfect, it can be observed that in free-culture projects, founders have remained long-term resource persons for the project; conversely, in start-up projects, founders have kept total control. Here, this is not total control, but an act of making oneself available: the Founder puts himself at the disposal of the Project, fully aware that he obtains a significant sum, but in exchange for a total abandonment of all his rights over the entire future of the Project.
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 Rewards, attributed on future subscriptions, with no guaranteed payment whatsoever. How Rewards and cash-out work is explained on the definitive WikiDeal pages: Rewards (attribution and cash-out) and Rewards 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 retains no ownership right, no claim and no veto right over the Project.
In consideration of the transfer provided in clause 1, the Foundation attributes Rewards for a total value of CHF 50,000,000 (fifty million Swiss francs), attributed on future subscription revenues. For the record: the first Donation Roundtable ("Roundtable 1") aims to raise CHF 1,000,000 (one million) in donations for Prototype 1. These Rewards are allocated as follows:
(a) CHF 40,000,000 (forty million) attributed to the Founder. The Founder has the right to freely combine keeping these Rewards for himself and attributing them to persons he considers useful for raising the first million: he may attribute them to third parties and keep the part he wishes. This attribution aims to encourage those third parties to make donations in hard cash (cash, bank transfer), thereby contributing to the initial funding, but also to contribute in time and reputation through their expertise.
(b) CHF 10,000,000 (ten million) attributed to the Foundation as Rewards for contributors, intended for third-party beneficiaries, whoever they may be: high value-added contributors, people responding to Open Calls, etc. Of these ten million:
Nature of the Rewards. These are promises of reward 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.
Rewards 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/Rewards and https://wikideal.net/wiki/Gov/en/Portal:Economy/Rewards-FAQ.
The Foundation commits that a minimum of 50% of subscription revenues paid by users is allocated to the combined Rewards of:
(a) the donors of the first Donation Roundtable (Roundtable 1, CHF 1 million raised for Prototype 1), and
(b) the early supporters, including the Rewards attributed under clause 2.
As each of these two groups holds Rewards 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 Rewards 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: Rewards page, chapter "How long to cash out? Indicative trajectory (no guarantee)".
The Founder has invested, and continues to invest until sufficient donations 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 donations 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 CHF 1,000,000 (one million francs) in cash, the Founder is entitled to a fixed sum corresponding to 15% of all sums received by the Foundation as donations, i.e. a maximum of CHF 150,000 for the donation-seeking activity. 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 donors, 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 4) and the fixed sum for the fundraising mission (15% on the first million of donations, this clause). In exchange, the Founder commits to accompany the realization of the Project and to carry the fundraising mission through to the end of the first million.
The balance (85% of the funds raised) is managed by the Foundation, which may receive the Founder's advice and proposals, but remains sovereign in determining the use of the funds, within the framework of the Open Calls and the Steering Committee.
The Founder accepts all missions entrusted to him by the delegates of the Ynternet.org Foundation (currently organized as a steering committee; this body may evolve), subject to the usual reservations: missions for which he clearly does not feel sufficiently competent, or for which he is unable to be available for health reasons or due to conflicts with other important commitments.
Among the Founder's tasks, his main mission is to obtain donations from the initial donors, until the first million is fully obtained. Other missions may be entrusted to him, or withdrawn, by the delegates of the Ynternet.org Foundation. Initially, the missions are as described in this clause and in clause 5.
The delegates of the Ynternet.org Foundation may terminate this collaboration at any time, without possibility of dispute. If the Foundation, or the association operating WikiDeal under the Foundation's mandate, decides to end the collaboration with the Founder, the Founder keeps his Rewards.
Conversely, the Founder may not terminate this Agreement during the three (3) year period without losing at least half of his Rewards.
This Agreement therefore constitutes a double commitment by the Founder: (a) to transfer all rights over all the ideas 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 seek the funds of the initial donors as his main 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 Rewards 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 donate to WikiDeal recognize this proven resilience and execution capacity.