USELESS CONSTITUTION (DRAFT) October 9, 2022 Who We Are The Useless token ($USE) is a deflationary, multi-chain, token whose true value lies in the utility it provides. USE is the native currency behind the All For One mobile app and the first fully decentralized ranking system, called Eclipse. Useless’s parent contract is on the Harmony (ONE) network and tokens are currently bridged into the Binance Smart Chain (BSC). According to the project’s paper, its mission is to “reclaim individual finance and digital ownership by providing accessibility to the crypto space” and aims to do that by providing access to tens of thousands of decentralized liquidity pairings via various products and partnerships, such as the All For One mobile app. USE is a utility token that is used for: Tracking the rank of projects in the ECLIPSE decentralized ranking system. Unlocking premium features in the AllForOne crypto charting and wallet app. The use cases and partnerships allow the DAO (and therefore the token) to collect fees that will be used to develop further utilities for the Useless ecosystem. Useless's goal is to sell and market their existing products, such as Eclipse, to different projects in the DeFi space, collect funds, and develop further utilities and products, all with the ultimate goal to provide decentralization, evolve Defi, and expand their own ecosystem. The Useless community are fierce DeFi advocates. Therefore it's community-led with an elected DAO committee in charge. Mission Statement Useless is a multichain, decentralized, community-driven cryptocurrency. In this spirit, control of the token has been placed in the hands of the holders through the formation of the Useless DAO (Decentralized Autonomous Organization). At the core of the DAO are four guiding principles: ● Decentralization: Useless is a fierce advocate of decentralization. While some degree of centralization is inevitable, if it can be decentralized, it should be. ● Freedom: You control your keys, you control your crypto. We support projects that put you in charge of your finances. ● Equality: Even if you hold one Useless, you’re a part of our community. ● Transparency: As a community-led organization, holders have a right to know what is happening. Introduction to the Useless Constitution Please read this document carefully, as it defines your rights and responsibilities for participation, interaction, governance, and use of Useless DAO’s Ecosystem (hereafter referred to as the ‘Useless DAO Ecosystem’) and your relationship with Useless holders and others that interact with the Useless DAO Ecosystem. By possessing Useless tokens (USE, 1USE, or any derivation of Useless) you are designated a holder (hereafter referred to as a ‘Useless Holder’) and granted the protections and responsibilities outlined in this Constitution. As a Useless Holder interacting with the Useless DAO Ecosystem, you accept and agree to act in good faith and be bound by this Constitution, which forms an agreement between you and anyone else that participates or otherwise interacts with the Useless DAO Ecosystem. If you do not accept and agree to be bound by this Constitution, you must cease to access, use, interact, and participate within the Useless DAO Ecosystem. Governance Proposal Process Anyone who is a holder of Useless can submit proposals to the DAO. Proposals are submitted via the Useless DAO Space on Commonwealth (commonwealth.im/useless-dao). Governance proposals follow a three-step process: 1. Ideation (Open-ended): A holder of Useless creates a post on the Useless DAO Commonwealth. Other users are then able to review, provide suggestions, and add positive or negative feedback. There is no specific requirement to pass to the next phase, however, if a proposal fails to garner significant momentum from the community, it is unlikely to be successful. 2. Debate (Five-day duration): The initial poster (or another community member) creates a Useless Proposal (UP) following the UP Guidelines. A DAO Committee member will then create a Commonwealth thread specifically for the proposal. If a relative majority of community members vote in favor (“for”) of the UP, it moves to step three. If the option of “against” wins, the UP is not advanced to step three. 3. Voting (Seven-day duration): The UP is put forward for a vote utilizing the Useless DAO Snapshot integrated into Commonwealth. This allows holders to vote weighted on the number of tokens they hold. The Snapshot poll must meet a for-voting quorum (1% of the total circulating supply of Useless). If the quorum is met and the “for” vote wins, the proposal moves to the DAO Committee to enact. If the “against” option wins, the UP is not accepted and is considered closed. All proposals will be voted on with three options: for, against, and abstain. For votes must secure both a majority (50.1%) of votes, as well as a quorum (1% of circulating supply) in order to pass. Useless Proposal (UP) Template Submissions that advance beyond step one (ideation) should be submitted (in English) in the following format. ● Title: A one-sentence title that clearly specifies the proposed change. ● Abstract: A short (approximately 200 word) summary of the proposed issue. It should be in plain language and understandable by the community. ● Motivation: Explain to the community why this proposal is beneficial to both them and the token. The DAO Committee reserves the right to remove UPs submitted without appropriate motivation. ● Rationale: This section is reserved for a detailed explanation. Proposals should include why a particular change is proposed and address alternative mechanisms for enacting the change. Additionally, proposals may include supporting evidence provided by the community as well as addressing objections raised in the ideation stage. ● Implementation: Include specific and detailed instructions for how the proposal is to be enacted. For example, if the proposal will include contracting outside developers or licensing software, be sure to include those details and quotes for pricing. Before a proposal is completed, a reasonable implementation must be included. However, the UP can be submitted without the implementation included. If the proposal amends one or more smart contracts of the Useless DAO Ecosystem, a security audit is necessary and must be accounted for in the implementation section. The cost of the security audit should be included so that the community can consider it in voting for the proposal. Voting Power All major decisions are made by the community voting on Useless Proposals. Each member can vote according to the amount of Useless they hold, regardless of the chain. The more Useless a holder has, the greater their proportional voting power will be. A holder’s voting power is calculated as their percentage of the total circulating supply. Scope While any proposal can be put forward, DAO proposal votes are necessary on any action the DAO takes that will result in the spending of money from the Treasury (other than salaries for committee members) or movement of tokens from LP (liquidity pools). The only exception to this will be in the case of an outside event (e.g., hacking) that endangers the financial assets of the DAO. In such circumstances, the DAO committee reserves the right to move assets to avoid greater losses. Communication Channels The Useless DAO Ecosystem operates using three primary tools: Discord, Commonwealth, and Snapshot. Discord Useless Crypto maintains two separate Discord servers for the community: Useless and Useless DAO. Core members of the DAO committee are active on both these servers, however, the Useless DAO server is more specifically geared toward formal community actions and governance. Commonwealth Commonwealth is a governance and community management tool. Using Commonwealth, Useless holders can put forward, discuss, and vote on Useless Proposals. Voting is accomplished through Snapshot integration. Snapshot Snapshot provides off-chain decision-making abilities, saving Useless token holders gas fees and allowing for voting from all holders, regardless of chain. Snapshot will be used for the foreseeable future until such time as the DAO has the financial means to create a custom, on-chain solution for DAO governance. Proposal Submission All proposals need to be submitted to the appropriate channel on the Useless Commonwealth: Once submitted, the proposal will follow the procedures outlined in the Governance Proposal Process. DAO Committee The DAO Committee consists of a total of seven members. The positions are as follows: President The presiding member of the DAO Committee. The president’s duties include, but are not limited to: ● Formalizing and signing agreements on behalf of the DAO ● Overseeing centralized community operations (Discord, Telegram, Twitter, etc.) ● Overseeing the day-to-day operations of volunteer and contracted work ● Overseeing open-source projects and initiatives ● Proposing and voting on committee proposals ● Vetoing potentially damaging community proposals ● Casting the deciding vote in the event of committee ties ● Maintaining keys to social media ● Maintaining keys to intellectual property (domains, trademarks, patents, etc.) ● Acting as the public spokesperson for the DAO Secretary The secretary is responsible for maintaining documentation and enforcing governance rules. The duties include, but are not limited to: ● Oversees all documentation, transparency efforts, public wiki, and meeting minutes ● Enforcing established governance rules ● Maintaining backup keys to social media ● Maintaining backup keys to intellectual property (domains, trademarks, patents, etc.) ● Overseeing all voting and election safeguards ● Proposing and voting on committee proposals ● Vetoing potentially damaging community proposals Treasurer The treasurer is primarily responsible for the DAO’s financial assets and preparing and executing transactions through the multi-signature wallet. The duties include, but are not limited to: ● Creation of multi-signature transactions ● Safekeeping of all transaction records, balance sheets, and ledgers ● Authorization of allocations from pre-approved funding ● Facilitating signature collection ● Steward over the DAO's crypto-asset portfolio (in a distributed manner, e.g., multi-signature wallets) ● Proposing and voting on committee proposals ● Vetoing potentially damaging community proposals Committee Member There are four committee members. These members are responsible for representing the Useless community and acting as stewards of the token. The duties include, but are not limited to: ● Signing approved multi-signature transactions ● Reviewing and providing feedback on community proposals ● Proposing and voting on committee proposals ● Vetoing potentially damaging community proposals ● Engaging in a positive manner with the Useless community All members of the committee are expected to: ● Attend scheduled meetings ● Proactively contribute to discussions, debates, and follow-up activities ● Positively engage with the community in a united, measured, and professional manner ● Sign/reject multi-signature wallet transactions ● Trade the token responsibly, respectfully, and ethically ● Commit to a duty to all token holders and the success of the project ● Commit to the mission and values of Useless Elections Elections for treasurer, secretary, and committee member positions will be held every six months. Three of the six positions will be elected every six months. For example, one election will have the treasurer and two committee members up for election, then six months later the secretary and two remaining committee members will be elected. The president position will be elected for a calendar year to maintain continuity. Candidates can be proposed and/or propose themselves by creating a post on the appropriate Discord channel. They should include a description of their motivations and why they are an ideal candidate to serve the community. Payment Committee salaries will be paid quarterly. Their salary will adjust based on the success and health of the token as well as the balance of the treasury. Removal of Committee Members Aside from elections, committee members can be removed from their position in two ways. The other members of the committee can put forward a motion to remove a member of the committee by a simple majority vote (4/7). Additionally, any token holder can put forward a recall vote to remove a committee member. This is limited to one recall vote per quarter per member. Veto Mechanism The DAO Committee reserves the right to veto proposals in extreme circumstances. This must be done with a 6/7 vote from the committee and include a written explanation to the Useless community as to the necessity of the veto. This right is reserved in order to respond to either internal or external existential threats (e.g., hacking, governance takeover). Committee Voting Mechanism To lessen the number of minor proposals put before the community and to reserve the ability to respond quickly to potential threats, the DAO Committee can create and pass proposals based on a 5/7 majority vote. This right is reserved to deal with day-to-day operations of the token (e.g., Eclipse listings) and respond to outside factors for which time is essential (e.g., blacklisting a wallet). Treasury The Useless DAO maintains treasuries behind a Gnosis multi-signature safe on Binance Smart Chain and Harmony. These treasuries are controlled by the Treasurer. Execution of any transaction requires four out of seven of the members of the DAO Committee to sign. At the discretion of the Treasurer and/or the DAO Committee, additional treasuries may be created. Examples of such cases would be the expansion to different blockchains or positioning of treasury assets for yield farming. Amendments This constitution can be amended by two methods. First, a proposal can amend the structure of the constitution if it successfully passes and has met a quorum. The committee can veto an amendment with a 6/7 majority vote. Second, the council can directly amend it by a 6/7 majority vote. Any amendment which will create or alter a smart contract will require auditing from an outside source. Legal Protections Except for any indemnification obligations or specific liability set out in this Constitution, the liability of each natural or legal person that has drafted any part of this Constitution or supported the initiation of this Constitution or the Useless DAO Ecosystem, each holder, each member of a governance body (Useless DAO Committee) and each natural or legal person interacting with the Useless DAO Ecosystem shall be limited to the fullest extent permitted by applicable law. The liability of each of the aforementioned is several and not joint and each of the aforementioned shall be liable only for its obligations (and not those of anyone else) under this Constitution or in connection with this Constitution or with the Useless DAO Ecosystem. Neither party’s participation or interaction with the Useless DAO Ecosystem shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of anyone else participating or interacting with the Useless DAO Ecosystem or to bind anyone else to any contract, agreement, or undertaking. This Constitution and the Useless DAO Ecosystem are fully independent and not controlled by Useless Crypto, LLC. To the fullest extent permitted by applicable law, in no event will Useless Crypto, LLC be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, participation, or interaction with the Useless DAO and Useless DAO Ecosystem, including any direct, indirect, special, incidental, or consequential damages, including but not limited to, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill or loss of data, even if foreseeable. The Useless DAO Ecosystem is only represented by votes of the Useless Holders and not by any single or a limited group of participants; everyone that is entering into any relationship (including but not limited to participation or any kind of interaction) with the Useless DAO Ecosystem acknowledges that the others also having a relationship with the Useless DAO Ecosystem are neither jointly nor severally liable for acts or omission of the Useless DAO Ecosystem. The liability of the Useless DAO Ecosystem is limited to the fullest extent permitted by applicable law; in case of any mandatory liability, the total liability of the Useless DAO Ecosystem is limited to its assets. Except as otherwise set out in this Constitution, any claims, disputes, or controversies arising out of this Constitution or in connection with the access, interaction, use, or governance of the Useless DAO Ecosystem or in connection with any relationship among the Useless Holders or anyone else interacting with the Useless DAO Ecosystem shall be settled: ● By mutual agreement between the parties, using Useless DAO Ecosystem Arbitration or another mutually agreed on arbitration service, ● Or otherwise, in the Court of the city of Orem, Utah USA Representation and Warranties Useless Holders and other participants or natural or legal persons that interact with the Useless DAO Ecosystem represent and warrant that: 1. They can be legally bound by this Constitution according to their applicable laws. 2. Their participation or interaction with the Useless DAO Ecosystem is always in compliance with applicable laws, including but not limited to anti-corruption laws. 3. They will be solely responsible to comply with all applicable tax laws, including, but not limited to, the reporting and payment of income tax, social security, wealth tax, or similar taxes. 4. Blockchain technology and distributed-ledger technology, in general, are untested and outside anyone’s exclusive control, and adverse changes in market forces or the technology, broadly construed, will excuse the performance of the Useless DAO Ecosystem. 5. They understand the governance procedure and applicable rules of the Useless DAO Ecosystem and especially the smart contracts' functioning and limitations. 6. They understand the following risks, associated with the use of blockchain, crypto assets, and therefore the Useless DAO Ecosystem, which they agree to take at their sole responsibility, including but not limited to the risk associated with: a. Blockchain and/or distributed ledger protocol malfunction b. Unfavorable regulatory action in one or more jurisdictions c. Theft and hacking d. Security weakness in the Useless DAO Ecosystem components e. Weaknesses or exploitable breakthroughs in the field of cryptography f. Smart contracts underlying the Useless DAO Ecosystem are new and may therefore be subject to fraud and failures or include weaknesses or bugs g. The tax treatment of crypto assets is uncertain and there may be adverse tax consequences when participating or interacting with the Useless DAO Ecosystem or holding any Useless h. The loss of credentials to access Useless balances results in such Useless becoming unrecoverable and permanently lost i. Uninsured losses j. Internet transmission risks k. Insufficient participation in the Useless DAO Ecosystem l. Unanticipated risks and force majeure Discharge of Future Claims To the fullest extent permitted by the applicable law, you agree to indemnify, hold, and defend the Useless DAO Ecosystem from and against all claims, liabilities, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or related to: 1. Your violation of this Constitution 2. Your use or interaction with the Useless DAO Ecosystem 3. Your interaction with other Useless Holders or third parties in the framework of the Useless DAO Ecosystem. 4. You agree that you use and participate in the Useless DAO Ecosystem and interact with the Useless DAO Ecosystem as well as with other Useless holders or third parties in the framework of the Useless DAO Ecosystem at your sole risk, especially acknowledging the risks described in this Constitution. Legal Personality The Useless DAO Ecosystem is not intended to have legal personality, nor the Useless Holders to have any interest or membership over the Useless DAO Committee or any other legal entity of the Useless DAO Ecosystem unless explicitly defined in the articles of incorporation of said entity. Modifications to the Useless DAO Constitution Useless Holders may only modify the rules of this Constitution as follows: 1. A majority (more than 50% in favor) vote, with a minimum quorum of 1% of Useless Holders. The Useless Holders must be notified of the suggested amendment through reasonable means at least seven (7) days before the beginning of the vote, and the vote must be open for a minimum of seven (7) days for the community to vote. 2. Voting must be organized in the Useless DAO Ecosystem. Community Guidelines Code of Conduct We as community members, contributors, and leaders pledge to make participation in the Useless DAO Ecosystem a harassment-free experience for everyone, regardless of age, disability, ethnicity, sex characteristics, gender identity and expression, level of experience, education, socio-economic status, nationality, personal appearance, race, religion, sexual identity, or orientation. We pledge to act and interact in ways that contribute to an open, welcoming, diverse, inclusive, effective, and healthy community for ourselves, each other, and the planet. Holders must also comply with Discord’s Community Guidelines, which can be found at https:/ /discord.com/guidelines. O ur Standards Examples of behavior that contributes to a positive environment for our community include: ● Assuming good intentions and demonstrating empathy and kindness toward other people. ● Being respectful of differing opinions, viewpoints, and experiences. ● Giving and gracefully accepting constructive feedback. ● Proactively taking responsibility. ● Clearly communicating if we might fail to uphold responsibility, working to avoid or repair negative consequences on others, adequately apologizing to the affected parties, and learning from the experience. ● Focusing on what is best not just for us as individuals, but for the overall community. ● Embodying the values of the Useless DAO Ecosystem Mission. ● Examples of unacceptable behavior include: ● Selling or renting votes. ● Trolling, insulting or derogatory comments, and personal or political attacks. ● Public or private harassment, including stalking or repeated unwanted contact, including nonconsensual sexual attention, sexualized language or imagery, or advances of any kind. ● Misleading or passive-aggressive comments. ● Publishing others’ private information, including Personal Identifiable Information (PII) such as a physical address or email address, without their explicit permission. ● Hate speech such as promotes violence or hatred against people based on characteristics like race, ethnicity, national origin, caste, religion, disability, disease, age, sexual orientation, gender, or gender identity. ● Doing any unlawful purpose or in furtherance of illegal activities. ● Spam (unsolicited off-topic messages, especially commercial in nature). ● Inciting, threatening, encouraging, or glorifying violence against anyone. ● Discussing the price of a token or asset, or giving any type of financial advice Violations and Consequences The moderator team will use the following guidelines in determining the consequences of any action they deem in violation of the Code of Conduct: 1. Correction Community Impact: A single use of inappropriate language or other behavior deemed unwelcome in the community. Consequence: Deletion or removal of the post in question, in addition to communicating which rule was violated and how to avoid such violations in the future. If the action was in person, direct communication with that individual to identify which rule was violated and how to avoid such violations in the future. 2. Warning Community Impact: A violation through a single incident or series of actions. Consequence: A warning with consequences for continued inappropriate behavior. No interaction with the people involved, including unsolicited interaction with those enforcing the Code of Conduct, for a specified period of time. This includes avoiding interactions in community spaces as well as external channels like Telegram, Discord, Reddit, Community Forum, etc. Violating these terms may lead to a temporary or permanent ban. 3. Temporary Ban Community Impact: A serious violation of community standards, including sustained inappropriate behavior. Consequence: A temporary ban from any sort of interaction or public communication with the community for a specified period of time. No public or private interaction with the people involved, including unsolicited interaction with those enforcing the Code of Conduct, is allowed during this period. Violating these terms may lead to a permanent ban. 4. Permanent Ban Community Impact: Demonstrating a pattern of violation of community standards, including sustained inappropriate behavior, harassment of an individual, or aggression toward or disparagement of classes of individuals. Vote-selling or vote-renting classifies as a permanent ban. Consequence: Permanent removal from any sort of interaction or public communication with the community for a specified period of time. If an individual has alternate accounts, those may be removed as well. No public or private interaction with the people involved, including unsolicited interaction with those enforcing the Code of Conduct, is allowed. Note: In the event of extreme situations (e.g., death threats, scamming) the moderation team may skip immediately to a permanent ban. Reporting and Enforcement Every community member has a duty to promote the use of the Community Guidelines, call to attention members of the community who come close to or violate the Community Guidelines, and inform platform admins of violations. Ultimate responsibility for enforcing the Community Guidelines in each platform rests with the platform admins of each platform. To report a violation of the Community Guidelines, members should mention (@Useless Discord Mod) moderators in the channel where the violation has occurred.