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Document submitted by Théo Bondolfi to the Netizen3 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 Netizen3, 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 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 subscription 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 Subscription Tokens, attributed on future subscriptions, with no guaranteed payment whatsoever. How Subscription Tokens and cash-out work is explained on the definitive WikiDeal pages: Subscription Tokens (attribution and cash-out) and Subscription 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 Netizen3:
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 to the Founder Subscription Tokens for a total value of CHF 50,000,000 (fifty million Swiss francs), attributed on future subscription revenues. For the record: the first Subscription Roundtable ("Roundtable 1") aims to raise CHF 1,000,000 (one million) in subscriptions for Prototype 1.
The Founder is free to dispose of these Subscription 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 subscriptions in hard cash (cash, bank transfer) contributing to the initial funding, or to contribute in time and reputation through their expertise.
Nature of the Subscription Tokens. These are promises of subscription token 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.
Subscription 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 Subscription Tokens of:
(a) the donors of the first Subscription Roundtable (Roundtable 1, CHF 1 million raised for Prototype 1), and
(b) the early supporters, including the Subscription Tokens attributed under clause 2.
As each of these two groups holds Subscription 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 Subscription 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: Subscription Tokens page, chapter "How long to cash out? Indicative trajectory (no guarantee)".
If the Netizen3 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 Netizen3 —, the Foundation firmly and irrevocably commits:
(a) to recognize the existence of the Subscription Tokens in their entirety, both for the donors and for the Founder and his early supporters to whom he redistributes Subscription 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 donors (clause 3): the other part will progressively serve to cover operating costs, servers, governance, etc.
The Founder has invested, and continues to invest until sufficient subscriptions 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 subscriptions 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 subscriptions, i.e. a maximum of CHF 150,000 for the subscription-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 5) and the fixed sum for the fundraising mission (15% on the first million of subscriptions, this clause). The Founder can only pay himself progressively, as subscriptions are actually received; no advance payment is possible.
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 has the obligation to succeed in raising CHF 1,000,000 (one million francs) in subscriptions. 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 delegates of the Netizen3 (currently organized as a steering committee; 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 subscriptions actually received, the Subscription Tokens only have value if the Project works, and the Foundation delegates may end the mission at any time (clause 8).
The delegates of the Netizen3 may terminate this collaboration at any time, without possibility of dispute. If the Foundation, or Netizen3 operating WikiDeal under the Foundation's mandate, decides to end the collaboration with the Founder, the Founder keeps his Subscription Tokens.
Conversely, if the Founder abandons his fundraising mission before the first million is raised, he loses at least half of his Subscription Tokens.
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 donors 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
Netizen3 — By: [Authorized signatory]
The discretionary distribution of the Subscription 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 subscribe to WikiDeal recognize this proven resilience and execution capacity.