Terms of Service
Dorm DAO LLC Platform (Operated by Tribute Labs, Inc.)
Last Updated: November 1, 2024
1. Introduction and Agreement
Welcome to the platform serving Dorm DAO LLC, a Delaware Limited Liability Company structured as a member-managed decentralized autonomous organization. By accessing or using this platform, you agree to be bound by these Terms of Service. Please read them carefully.
This platform is owned and operated by Tribute Labs, Inc. and provided as a service to Dorm DAO LLC and its members. Dorm DAO LLC has no general partner and is member-managed, with all investment and governance decisions made collectively by members through voting.
IMPORTANT: These Terms do not constitute investment advice, and membership in Dorm DAO LLC involves significant financial risk, including potential loss of your entire investment.
2. Definitions
For purposes of these Terms:
- Dorm DAO LLC: A Delaware Limited Liability Company structured as a member-managed decentralized autonomous organization with no general partner
- Member: An individual or entity holding voting units in Dorm DAO LLC
- Voting Units: Ownership interests in Dorm DAO LLC that grant voting rights proportional to holdings
- Tribute Labs, Inc.: The platform owner and operator, which provides software, administrative, and technical services to Dorm DAO LLC and its members
- Platform: The web-based software and associated services owned and operated by Tribute Labs, Inc.
- Proposal: A governance matter submitted for member vote
3. Service Provider Relationship and Limitations
CRITICAL NOTICE - PLATFORM OPERATOR ROLE:
- Tribute Labs, Inc. owns and operates this platform and provides it as a service to Dorm DAO LLC
- Tribute Labs, Inc. provides platform, administrative, and technical services ONLY
- Tribute Labs, Inc. does NOT make investment decisions for Dorm DAO LLC - all investment decisions are made by Dorm DAO LLC members through voting
- Tribute Labs, Inc. is NOT responsible for the accuracy of Dorm DAO LLC's books and records - members are responsible for verifying all financial information
- Tribute Labs, Inc. has NO fiduciary duty regarding Dorm DAO LLC investments or member capital
- Tribute Labs, Inc. has limited liability and indemnification protections as outlined in these Terms
Tribute Labs, Inc.'s role is limited to:
- Owning and operating the platform software
- Maintaining and operating the platform
- Providing administrative support services
- Facilitating member communication, voting, and document sharing
- Managing technical infrastructure
- Assisting with record-keeping (but not warranting accuracy)
Members acknowledge and agree that all investment decisions, governance matters, and financial oversight of Dorm DAO LLC are the collective responsibility of the Dorm DAO LLC membership.
4. LLC Structure and Limited Liability
Dorm DAO LLC is structured as a Delaware Limited Liability Company with no general partner. It is member-managed, meaning all significant decisions are made collectively by the membership through voting on the platform.
Limited Liability Protection: As a member of Dorm DAO LLC, your liability is limited to your capital contribution. You are not personally liable for the debts, obligations, or liabilities of Dorm DAO LLC beyond your investment.
However, this protection may not extend to:
- Fraudulent or illegal conduct by the member
- Personal guarantees made by the member
- Unpaid capital commitments
- Actions outside the scope of LLC business
5. Membership and Voting Units
Membership in Dorm DAO LLC is evidenced by ownership of Voting Units. Each member's voting power is proportional to their Voting Units relative to total outstanding units.
Member Rights:
- Vote on proposals, investments, and governance matters
- Submit proposals for member consideration
- Access portfolio information and financial reports
- Participate in member forums and discussions
- Review LLC records and documents
Member Responsibilities:
- Verify accuracy of all financial information independently
- Participate in governance and voting
- Comply with securities laws and regulations
- Maintain confidentiality of non-public information
- Honor capital commitments if applicable
6. Governance and Voting Process
Dorm DAO LLC operates through member governance using the Tribute Labs, Inc. platform. Members submit proposals and vote using their Voting Units. The platform provides governance tools, document sharing, and member collaboration features.
Voting Rules:
- One Voting Unit equals one vote
- Proposals require minimum quorum to pass (as specified in Operating Agreement)
- Members can vote For, Against, or Abstain
- Voting records are maintained on the platform
- Investment decisions require member approval
All investment decisions for Dorm DAO LLC, including which companies to invest in and exit timing, are made collectively by members. Neither Tribute Labs, Inc. nor any individual member has unilateral investment authority.
7. Eligibility and Accreditation
To become a member, you must:
- Be at least 18 years of age
- Have full legal capacity to enter into binding agreements
- Meet any accredited investor requirements under applicable securities laws
- Not be prohibited from participating under applicable laws
- Complete the membership application and approval process
- Comply with all local, state, federal, and international laws
8. Platform Access and Accounts
Members access the platform using email-based authentication. You must provide accurate contact information and maintain the security of your account.
You are responsible for all activities under your account. Notify the Service Provider immediately of any unauthorized access or security breach.
9. Investment Risks and Disclaimers
RISK WARNING:
Investment in the LLC DAO involves substantial risk, including potential total loss of capital. This is a high-risk, illiquid investment suitable only for sophisticated investors who can afford to lose their entire investment.
Specific Risks Include:
- Illiquidity: Voting Units may be difficult or impossible to sell
- Loss of Capital: Investments may lose partial or total value
- Market Risk: Venture investments are highly volatile
- No Guaranteed Returns: Past performance does not guarantee future results
- Concentration Risk: Portfolio may be concentrated in high-risk ventures
- Regulatory Risk: Changing laws may affect operations or member rights
- Operational Risk: Platform or service disruptions may occur
This is NOT: A token offering, a security offering to the general public, or a traditional investment fund. This is an LLC with equity investments.
10. Member Obligations and Verification
As a member, you have important obligations:
- Independent Verification: You must independently verify all financial information, valuations, and reports. Do not rely solely on platform data.
- Due Diligence: Conduct your own research before voting on investment proposals
- Professional Advice: Consult your own legal, tax, and financial advisors
- Compliance: Ensure your participation complies with all applicable laws
- Confidentiality: Maintain confidentiality of non-public LLC information
- Active Participation: Stay informed about LLC activities and vote on proposals
11. Acceptable Use
You agree not to use the platform to:
- Violate any applicable laws or regulations
- Infringe upon the rights of others
- Transmit malicious code or interfere with platform operations
- Engage in fraudulent activities or market manipulation
- Harass, abuse, or harm other members
- Disclose confidential LLC information
- Attempt unauthorized access to other member accounts
12. Intellectual Property
The platform and its content, features, and functionality are owned by the Service Provider and are protected by intellectual property laws. Members receive a limited license to use the platform for LLC business purposes only.
13. Disclaimer of Warranties
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING:
- Platform operation, availability, or reliability
- Accuracy, completeness, or timeliness of information
- Financial data, valuations, or portfolio reports
- Investment performance or returns
- Security or data protection
MEMBERS ARE SOLELY RESPONSIBLE FOR VERIFYING ALL INFORMATION AND MAKING THEIR OWN INVESTMENT DECISIONS.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INVESTMENT LOSSES, PORTFOLIO PERFORMANCE, OR FINANCIAL OUTCOMES
- THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- THE SERVICE PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE SERVICE FEES PAID IN THE PRECEDING 12 MONTHS
- MEMBERS WAIVE ANY CLAIMS AGAINST THE SERVICE PROVIDER FOR INVESTMENT-RELATED DECISIONS MADE BY THE MEMBERSHIP
This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory.
15. Indemnification
You agree to indemnify, defend, and hold harmless the Service Provider, the LLC DAO, and other members from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:
- Your use of the platform
- Your violation of these Terms
- Your violation of any laws or regulations
- Your violation of any rights of other members or third parties
- Any inaccurate information you provide
16. Regulatory Compliance and Securities Laws
Membership interests in Dorm DAO LLC may constitute securities under federal and state laws. Members are responsible for ensuring their participation complies with all applicable securities regulations.
Members may be required to:
- Qualify as accredited investors
- Provide documentation of investor status
- Comply with transfer restrictions
- Report tax obligations independently
Tax Notice: Members are solely responsible for their tax obligations. Consult your tax advisor regarding the tax implications of membership and any distributions.
17. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions. Matters related to membership rights and DAO governance shall be governed by the Dorm DAO LLC Operating Agreement.
Any disputes shall be resolved through arbitration or as specified in the Dorm DAO LLC Operating Agreement, which governs the relationship between members and Dorm DAO LLC.
18. Changes to Terms
Tribute Labs, Inc. reserves the right to modify these platform Terms at any time. Material changes to Dorm DAO LLC governance or member rights require member approval per the Dorm DAO LLC Operating Agreement. We will notify members of any material changes by posting the new Terms on this page and updating the "Last Updated" date.
19. Contact Information
If you have any questions about these Terms, please contact Tribute Labs, Inc. through the platform or via the contact information provided in the footer.