TERMS AND CONDITIONS OF USE

1.1. Binding Agreement.

These Terms & Conditions (“Agreement”) govern your access to and use of the services, platform, protocols, smart contracts, interfaces, and other functionalities made available by Locale DAO, LLC, a Wyoming Decentralized Autonomous Organization Limited Liability Company (“Locale DAO,” “we,” “us,” or “our”) pursuant to W.S. 17‑29‑101 et seq., and W.S. 17‑31‑101 et seq. as modified by the Decentralized Autonomous Organization Supplement Act (“DAO Supplement”) adopted by the State of Wyoming in July 2021.

1.2. Acceptance.

By accessing, viewing, downloading, executing, contributing to, or otherwise engaging with the Locale DAO platform (“Platform”), you (“Member,” “User,” or “you”) irrevocably accept and agree to be bound by this Agreement. If you do not agree, you must immediately cease use.

“Smart Contract” means any on‑chain or off‑chain code that facilitates the governance, execution, or management of Locale DAO, including public identifiers thereof required by W.S. 17‑31‑106(b).

“Membership Interest” shall be determined by token‑denominated digital asset contributions per W.S. 17‑31‑111.

“Algorithmic Management” means governance exercised by or through Smart Contracts, either wholly or in combination with human Member oversight per W.S. 17‑31‑109.

3.1. Formation & Continuity.

Locale DAO is a Wyoming DAO LLC formed by filing Articles of Organization with the Secretary of State, containing: (i) a statement of DAO status; (ii) the required public Smart Contract identifier; (iii) specified management structure (Member‑managed, algorithmic, or hybrid). Locale DAO shall maintain a registered agent in Wyoming at all times per W.S. 17‑28‑101 et seq.

3.2. Notice of Restrictions.

Locale DAO hereby gives notice that fiduciary duties and Member withdrawal or transfer rights may be restricted or eliminated under the DAO Supplement and our governing documents.

3.3. Annual Reporting and Fees.

Locale DAO shall timely file annual reports and pay all fees required by Wyoming law; failure may trigger dissolution under W.S. 17‑29‑108.

3.4. Privacy & Corporate Transparency.

Locale DAO shall comply with the Corporate Transparency Act and federal laws governing financial privacy and data security.

4.1. Scope of Member Rights.

Membership Interests confer voting and economic rights solely as prescribed by the Articles, Smart Contracts, and Operating Agreement, including protocols for proposals, voting thresholds, and token‑based participation.

4.2. Fiduciary Duties and Good Faith.

Members owe no fiduciary duties to Locale DAO or each other, except for the implied covenant of good faith and fair dealing unless otherwise provided in governing documentation.

4.3. Withdrawals and Transfers.

Withdrawal, transfer, or resignation of Membership Interest is permitted only under conditions set within the Articles, Smart Contracts, and Operating Agreement, including mechanisms for forfeiture of rights upon withdrawal.

4.4. Amendments to Smart Contracts.

Smart Contracts may be amended pursuant to the upgrade procedures set therein. Any material change that alters member rights triggers required amendment to the Articles per W.S. 17‑31‑107.

5.1. No Personal Liability.

No Member shall be personally liable for debts, obligations, or liabilities of Locale DAO beyond their capital contributions, as permitted by Wyoming LLC statutes and the DAO Supplement.

5.2. Indemnification.

Locale DAO shall indemnify and hold harmless any Member or agent against claims incurred in furtherance of the DAO, provided they acted in good faith and with no gross negligence or willful misconduct.

5.3. Smart Contract Risk.

Users acknowledge the inherent risk in Smart Contracts, including software vulnerabilities, bugs, or blockchain consensus failures. Locale DAO disclaims liability except to the extent required by law.

6.1. Trademarks and Copyrights.

Locale DAO retains all IP rights in Platform code, branding, designs, documentation, and materials. Usage by Members is licensed, non-exclusive, non-transferable, and revocable for DAO purposes only.

6.2. Feedback License.

All Member feedback, suggestions, and submissions related to the Platform are deemed non-confidential and assigned to Locale DAO worldwide in perpetuity.

7.1. Events of Dissolution.

Locale DAO shall dissolve upon: (i) unanimous Member vote; (ii) predefined trigger events in governing instruments; (iii) non-performance for 12 months; (iv) failure of continuous natural person oversight; or (v) withdrawal of all Members per W.S. 17‑31‑114.

7.2. Liquidation.

Upon dissolution, Locale DAO shall wind up assets, settle debts, and distribute residual funds in accordance with the Operating Agreement.

8.1. Governing Law.

This Agreement and all disputes are governed exclusively by Wyoming law, without reference to conflict-of-law principles.

8.2. Venue.

Any legal actions shall be filed in Wyoming’s Chancery Court or relevant state or federal courts within Wyoming’s jurisdiction.

9.1. Disclaimer of Warranties.

THE PLATFORM AND SMART CONTRACTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.

9.2. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOCALE DAO SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

10.1. Entire Agreement.

This Agreement, together with the Articles, Operating Agreement, and Smart Contracts, constitutes the entire agreement and supersedes any prior communications.

10.2. Severability.

If any provision is deemed unenforceable, the remainder shall remain in full force and effect.

10.3. Notices.

All notices to Locale DAO shall be addressed to its registered agent in Wyoming as on file with the Secretary of State.

10.4. Amendments.

Locale DAO may unilaterally amend this Agreement only in accordance with Smart Contract governance protocols. All other amendments require Member approval per governing documents.