The Kinetic Kollective is a Panama Foundation. The purpose of the Foundation is to allow the members to work freely, together, to meet the objective of the Foundation and better organize and coordinate together.
These Terms are made between You as an individual, corporation, group, LLP, or other legal entity (herein after ‘You’, ‘Yours’, or ‘Your’) and the Kinetic Kollective Foundation (herein after the ‘Foundation) collectively both parties shall be called (the ‘Parties).
These terms override any and all other agreements, terms, or other negotiations that may have taken place between the Parties before the date they are entered into by You. This includes any other working practices, companies, groups or organizations similar functions may have been performed by.
By becoming a member of the Foundation, You acknowledge that You have read, understood, and agree to be bound by all of the terms and conditions contained in this Agreement.
You understand that your membership in the Foundation is conditioned upon your acceptance of this Agreement, and that by accepting this Agreement, You are agreeing to comply with all of the terms and conditions contained herein, as well as any rules, policies, or guidelines adopted by the Foundation from time to time.
You further acknowledge and agree that this Agreement constitutes a binding legal contract between You and the Foundation, and that You have had the opportunity to consult with legal counsel regarding the terms and conditions of this Agreement before becoming a member of the Foundation.
If You do not agree to be bound by all of the terms and conditions contained in this Agreement, You should not become a member of the Foundation.
By becoming a member of the Foundation, You represent and warrant that You are at least 18 years of age or have reached the age of majority in your jurisdiction, and that You have the legal capacity and authority to enter into this Agreement.
This Acceptance Clause shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
You can digitally sign and accept these terms and e-signature laws shall apply to Your acceptance of these terms.
You, agree that during the course of this agreement and thereafter, You shall not make any statements or take any actions that could reasonably be construed as negative, harmful, or disparaging to the Foundation or its officers, agents, contractors, members, or affiliates, or that could negatively impact the Foundation’s reputation or business interests.
You agree that any communication or statement made about the Foundation shall be truthful and not misleading, and shall not make any false or defamatory statements, nor engage in any conduct that could reasonably be perceived as a deliberate attempt to harm the Foundation.
This non-disparagement clause shall not prohibit You from providing truthful information in response to a subpoena or other legal process, or making truthful statements in the course of any legal proceeding, including arbitration or mediation.
The parties acknowledge and agree that any breach of this non-disparagement clause may cause irreparable harm to the Foundation and its business, for which monetary damages may not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Foundation shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this clause.
This non-disparagement clause shall survive the termination of this agreement and continue in perpetuity. This clause represents the entire understanding of the parties and supersedes all prior or contemporaneous agreements, whether written or oral, relating to the subject matter herein. This clause shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
In Joining the Foundation, You hereby agree that you shall not cause, or allow to be cause any negative impression, comments, or views about the Foundation. This includes, but is not limited to, any images, social media posts, messages, articles, posts, or blogs.
This non-disparagement shall last for a period of not less than five years after you terminate any membership of the Foundation. Such a clause is necessary for the protection of the Foundation and its members.
In the event that You are found to have created, spread, or shared negative views, images, or opinions of the Foundation, the Foundation shall be entitled to compensatory damages of $10,000 (ten thousand US dollars) per incident.
You, agree to keep all information regarding this agreement, including any discussions, negotiations, and documents exchanged, confidential and shall not disclose any such information to any third party without the prior written consent of the other party, except where required by law. This obligation of confidentiality shall survive the termination of this agreement and shall continue indefinitely.
Both parties agree to take all reasonable steps to ensure the confidentiality of any information disclosed during the course of this agreement. Such steps shall include but not be limited to restricting access to the information, using reasonable care to prevent unauthorized access or use, and destroying or returning all confidential information at the end of this agreement.
The parties agree that any breach of this confidentiality clause will result in irreparable harm to the other party, and that damages alone may not be an adequate remedy. Therefore, the parties agree that the other party shall be entitled to seek injunctive relief and any other equitable remedies available to it, in addition to any other legal remedies.
This confidentiality clause constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, whether written or oral, relating to the subject matter herein. This clause shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Eligibility: To become a member of the Foundation, an individual must meet the eligibility criteria set forth in the Token user terms which may include age, residency, and other requirements. The Foundation reserves the right to deny membership to any individual who does not meet these eligibility criteria or who has been barred from membership due to past violations of the Foundation’s rules.
Membership Fees: The Foundation may require its members to pay membership fees or contribute other resources as a condition of membership. Such fees or resources shall be determined by the Foundation’s governing documents and may be subject to change from time to time.
Rights and Responsibilities: Members of the Foundation shall have the right to participate in Foundation activities, as well as the right to access and use any services or resources provided by the Foundation. Members also have the responsibility to comply with all Foundation rules and regulations, act in the best interest of the Foundation, and not engage in any activity that may harm the Foundation’s reputation or business interests.
Termination of Membership: The Foundation may terminate a member’s membership for any reason, including but not limited to a violation of the Foundation’s rules, failure to pay membership fees or contribute resources, or other conduct that is deemed harmful to the Foundation. Membership is denoted by Token Ownership. Those who own Tokens associated with the Kinetic Kollective are entitled to be members of the Foundation.
Governance: The Foundation’s governing documents shall outline the process for electing or appointing its governing body, which may include a board of directors or other governing council. The governing body shall be responsible for making decisions on behalf of the Foundation and ensuring that the Foundation is run in accordance with its governing documents. Those members may benefit from the services of the Foundation.
Membership in the Foundation is determined by you joining the Foundation and agreeing to these Terms. Which may not be edited by you. You are required to own and hold Kinetic Kollective Tokens which denotes, activates, and maintains your membership.
The Foundation may at any time implement new membership rules as it requires, including the suspension, revocation, or any edit to membership rules.
AT ALL TIMES THE FOUNDATION HAS THE RIGHT TO SUSPEND OR REVOKE MEMBERSHIP FOR ANY BREACH OF RULES OR THESE TERMS.
Disclaimer: The Foundation makes no warranties or representations about the accuracy, reliability, completeness, or timeliness of any information provided by the Foundation or any third parties, and is not responsible for any errors or omissions in such information.
Liability: The Foundation, its officers, directors, members, and affiliates are not liable for any damages, losses, or expenses arising from or in connection with the use of the Foundation’s services.
Dispute Resolution: Any disputes arising from or in connection with the Foundation or these user terms shall be resolved in accordance with the dispute resolution provisions Set forth under the laws of the Republic of Panama.
The courts within the United Kingdom (London – England and Wales) shall have jurisdiction over any dispute. All Parties agree to waive any and all Class Action or Group based Lawsuits. You exclusively wave that right.
All disputes shall be resolved by the London International Court of Arbitration. With one Arbitrator Appointed. Using the rules in force at the time. All fees shall be paid by the initiating party until such time as a judgment is made.
You agree to use the services provided by the Foundation at your own risk. The Foundation is not responsible for any losses, damages, or expenses that may arise from your use of the services provided.
You waive any and all liabilities or causes of action that may arise from your use of the services provided by the Foundation. This includes but is not limited to any claims for damages, losses, or expenses.
You acknowledge that the Foundation is not an investment company that the services provided by the Foundation are not guaranteed to be error-free or uninterrupted. The Foundation is not liable for any losses or damages resulting from errors, delays, or interruptions in the services provided.
You agree to indemnify and hold the Foundation and its directors, officers, employees, and agents harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the services provided by the Foundation.
You acknowledge and agree that the Foundation is not responsible for the actions of third parties that may affect your use of the services provided by the Foundation. This includes but is not limited to any actions of other users or third-party service providers.
You understand that the Foundation is not providing financial, investment, or legal advice. Any information provided by the Foundation is for informational purposes only and should not be construed as financial, investment, or legal advice.
You acknowledge and agree that the Foundation has no control over the market or the value of any assets that may be traded or held through the services provided by the Foundation. The Foundation is not liable for any losses or damages resulting from fluctuations in the value of any assets.
By using the services provided by the Foundation, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.
By entering into this Agreement with the Foundation, you acknowledge and agree that the Foundation shall not be responsible for the actions of any of its directors, members, agents, lawyers, contractors, or anyone working on behalf of the Foundation.
You expressly waive any and all claims, causes of action, damages, liabilities, or expenses that may arise from the actions of any of the aforementioned parties, whether or not such actions were taken with or without the knowledge or consent of the Foundation.
You understand and acknowledge that the Foundation membership is denoted by Tokens and membership is optional. As such, the Foundation cannot be held responsible for the actions of its members or any third party acting on behalf of the Foundation.
You further acknowledge that any advice, information, or recommendations provided by any of the aforementioned parties are not endorsed or guaranteed by the Foundation, and the Foundation shall not be liable for any losses, damages, or expenses resulting from such advice, information, or recommendations.
You agree to indemnify and hold the Foundation harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from the actions of any of the aforementioned parties, including but not limited to claims arising from negligence, breach of contract, or other legal or equitable theories.
By entering into this contract with the Foundation, you acknowledge that you have read, understood, and agreed to be bound by this waiver section.
By entering into this agreement with the Financial Service of the Foundation you acknowledge that the Foundation engages in financial transactions, including lending, staking, and trading, on behalf of its members.
Risk Disclosure: You acknowledge and understand that any funds you put into the Foundation are not safe and are subject to loss or damage. The Foundation does not guarantee any profits or returns on your investment, and you agree to assume all risks associated with your investment in the Foundation.
Regulatory Disclosure: You further acknowledge and understand that the Foundation is not regulated in any jurisdiction and does not hold any licenses or authorizations to engage in financial transactions. You agree that you will not hold the Foundation liable for any losses, damages, or expenses resulting from any regulatory action taken against the Foundation.
Board Disclosure: The board of the Foundation is not financially regulated and is not required to comply with any financial regulations or requirements. You acknowledge and understand that the board is responsible for managing the assets of the Foundation and making investment decisions on behalf of the members.
Profit and Loss Sharing: All members of the Foundation share in the profits or loss of the Foundation’s performance based on their capital contribution to the Foundation treasury. You acknowledge and understand that your share of the profits or loss will be based on the amount of capital you contribute to the Foundation, and that you may not receive any returns on your investment.
No Warranty: The Foundation makes no warranties or representations regarding the performance of its financial transactions, including lending, staking, and trading. You acknowledge and understand that the Foundation does not guarantee any profits or returns on your investment and that your investment may result in losses.
Disclaimers: The Foundation disclaims any liability for any losses, damages, or expenses resulting from any investment decisions made by the board or any other members of the Foundation. You agree to indemnify and hold the Foundation harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your investment in the Foundation.
Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of Panama. Any disputes arising from or related to this agreement shall be resolved in accordance with the dispute resolution provisions set forth in this agreement.
Entire Agreement: This agreement constitutes the entire agreement between you and the Foundation and supersedes all prior negotiations, representations, and agreements, whether oral or written, between you and the Foundation with respect to the subject matter hereof.
By joining this Foundation, you acknowledge that the Foundation is not a financial service entity and is not regulated, registered, or licensed by any authority for the purposes of its activities.
Non-Financial Entity: The Foundation is not engaged in the provision of any financial services, nor does it offer any financial products or advice to its members. The Foundation is a community of individuals who share a common interest in a particular project or goal.
Non-Collective Investment Scheme: The Foundation is not a collective investment scheme and does not qualify as such under any applicable laws or regulations. Members of the Foundation are not investors in the traditional sense and are not entitled to any rights or protections afforded to investors.
Risk Disclosure: You acknowledge and understand that by joining the Foundation, you assume the risk of the performance of the Foundation. The Foundation does not guarantee any profits or returns on your investment, and you agree to assume all risks associated with your participation in the Foundation.
Regulatory Disclosure: The Foundation is not regulated, registered, or licensed by any authority for the purposes of its activities. You acknowledge and understand that the Foundation is not subject to any financial regulations or requirements, and you will not hold the Foundation liable for any losses, damages, or expenses resulting from any regulatory action taken against the Foundation.
No Warranty: The Foundation makes no warranties or representations regarding the performance of its activities or any projects or goals it may undertake. You acknowledge and understand that the Foundation does not guarantee any profits or returns on your investment and that your participation in the Foundation may result in losses.
Disclaimers: The Foundation disclaims any liability for any losses, damages, or expenses resulting from any projects or goals it may undertake. You agree to indemnify and hold the Foundation harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your participation in the Foundation.
Intent to Work Together: All members of the Foundation are joining the Foundation with the express intent to work together towards a common goal or project. By joining the Foundation, you acknowledge and agree to work collaboratively with other members towards this goal.
THE FOUNDATION IS NOT A COLLECTIVE INVESTMENT SCHEME. IT DOES NOT OPERATE AS A REPAYMENT FUNCTION BASED ON ALLOCATED PROFITS (SOMETIMES CALLED A PONZI OR PYRAMID SCHEME) THE PERFORMANCE AND DECISIONS OF THE FOUNDATION ARE MADE BY THE MEMBERS.
YOU MAY NOT BRING ANY LEGAL ACTION AGAINST OTHER MEMBERS FOR THEIR PARTICIPATION OR ACTIVITIES WITHIN THE FOUNDATION. YOU MAY NOT BRING ANY LEGAL ACTION AGAINST THE BOARD, MEMBERS, CONTRACTORS, AGENTS, OR THOSE WORKING ON BEHALF OF THE FOUNDATION. ONLY THE FOUNDATION AS A WHOLE MAY BRING SUCH ACTION OR ACTIONS ON BEHALF OF THE GROUP.
MEMBERS UNDERSTAND THAT IN BRINGING ANY ACTION AGAINST THE FOUNDATION THE ACTION IS THEREIN BROUGHT UPON THEMSELVES AS MEMBERS.
Governing Law: This contract shall be governed by and construed in accordance with the laws of the Republic of Panama, without giving effect to any principles of conflicts of law. All disputes arising from or related to this contract shall be resolved in accordance with the dispute resolution provisions set forth below.
Dispute Resolution: Any and all disputes arising from or related to this contract shall be resolved by arbitration in accordance with the London International Arbitration Centre (LICA) Rules. The arbitration shall take place in London, UK, and the language of the arbitration shall be English. The parties agree to submit to the jurisdiction of the LICA and to accept its Rules as binding and final.
Appointment of Arbitrator: The parties shall appoint one arbitrator within 30 days of the commencement of the arbitration. If the parties are unable to agree on an arbitrator within the specified time, the arbitrator shall be appointed in accordance with the LICA Rules.
Arbitration Award: The arbitrator’s award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.
YOU HEREBY WAIVE ANY RIGHT TO A JURY TRIAL, GROUP LAWSUIT (SOMETIMES CALLED CLASS ACTION) AND ANY RIGHTS TO BEGIN ANY COURT ACTION WITHOUT ARBITRATION.
Severability: If any provision of this contract is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Entire Agreement: This contract constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether oral or written, between the parties with respect to the subject matter hereof.
Assignment: This contract may not be assigned by either party without the prior written consent of the other party, except that the Foundation may assign this contract without consent to any of its affiliates or to any person acquiring all or substantially all of its assets.
Notices: Any notice required or permitted under this contract shall be given in writing and delivered to the address of the party as set forth in this contract, or to such other address as the party may specify in writing.
Counterparts: This contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Amendment: The Foundation May amend any of these terms at any time through the governance protocol.
GOVERNANCE DOCUMENT V1.2
Founding Membership Rules:
Members of the Foundation must comply with all membership terms, including but not limited to the following:
a. Members must agree to abide by the Foundation’s rules and regulations, as well as any amendments or changes made to them.
b. Members must be at least 18 years old and have the legal capacity to enter into binding agreements.
c. Members must not use the Foundation for any illegal or unethical purposes, and must not engage in any activities that could harm the Foundation or its reputation.
d. Members must keep their Kinetic Kollective Tokens secure and not share their private keys or other access information with anyone.
e. Members must promptly notify the Foundation of any unauthorized use of their Membership or any security breaches.
f. Members must pay any applicable fees or charges for using the Foundation’s services.
Rights
Members have the rights to participate with the activities of the Foundation and engage with the board and other members.
They may engage with the Foundation by entering into forum discussions, proposing, and undertaking votes, only where the Foundation permits this.
The Members may not, at any time undertake any of the following:
Hold themselves out as having the power to bind the Foundation in any legal capacity, including represent the Foundation, sign contracts or agreements on behalf of the Foundation, enter the Foundation into any type of obligation.
Engage with or enter into any lawsuit, action, or alternative dispute resolution that can damage the Foundation or other members of the Foundation.
Removal or Restriction of Members: The Foundation shall have the right to remove or restrict members who breach any of the membership terms, including but not limited to engaging in illegal or unethical activities, or using the Foundation in a way that harms the Foundation or its reputation.
Amendments: The Foundation may amend these user terms at any time, and such amendments shall be effective upon posting on the Foundation’s website or other official communication channels.
By using the Foundation’s services Members agree to be bound by these user terms and any amendments or changes made to them. Members also acknowledge and agree that the board of directors shall have the authority to act on behalf of the Foundation unilaterally. Any decisions made by them are at their exclusive choice and they owe you no duty of care. Membership in the Foundation provides access to information and benefits. It does not confer any type of rights associated with ownership of the Foundation, the right to profits of the Foundation, or the right to participate in any governance or management of the Foundation.
Special Agreements: The Foundation has initially agreed to work with Kinetic Kollective Financial to undertake all their financial transactions.