1. Scope of validity
These general terms and conditions (hereinafter: “GTC”) govern the legal relationship between Menagerie Association, having its registered office in Zug, Switzerland (hereinafter “MA”), on the one hand, and users of the online platform Menagerie DAO developed and deployed by MA (hereinafter “MADAO”), i.e. customers posting jobs for work reviews (hereinafter “Customers” and each individually a “Customer”) and service providers offering work review services as free lancers and bidding for a job posted by a Customer (“Bidders” and each individually “Bidder”; jointly with the Customers hereinafter the “Users” and each individually a “User”), with respect to the utilization of the online services MADAO (hereinafter “Online Service”), as well as the relationship between Customers and Bidders using MADAO, in any case unless specific arrangements deviate from the provisions stated in these GTC where such deviations are permitted by these GTC.
2. Validity and modification of the general terms and conditions
MA reserves the right to amend these GTC from time to time. Amendments will be communicated in writing or other appropriate form no later than 30 calendar days before such date on which the relevant amendments will become valid, applicable, and enforceable and are deemed to be accepted if the User does not cancel the Online Service or uses an Online Service after the effective date of the amendment.Only the GTC published electronically on the webpage Menagerie.is, which need to be accepted when either posting a work review job or bidding for such work review job, are legally valid and binding. They are integral parts of the contracts between the parties with respect to the Online Services. MA can provide the CUSTOMER with a hard copy of the GTC on request, but the CUSTOMER acknowledges that paper versions are only copies of the current and legally binding GTC published via electronic media and that paper versions of the GTC are legally binding only if they correspond fully to the electronic version.
3. Online Services
3.1. Services provided
Information regarding Online Services contained in MADAO as currently provided by MA is published on the website of Menagerie.is may adjust scope and content of the Online Services at any time in its full discretion and without the express consent of the Users.
In order to receive the authorization to access the Online Services, the User must start the registration procedure via the MADAO homepage (Menagerie.is).
3.3. User account and permissions
User registration consists in the configuration in the MADAO systems and applications of User information creating the User profile (“Profile”) and assigning username and password which could be later modified by the User through its Profile.The User must be a physical person or a corporate legal entity represented by a physical person duly authorized to represent such entity. The User will be given access to an account (“Account”).
3.4. Username and password
Users are free to change their passwords. It is their responsibilty to select a complex password. The username and the password are personal. The User is the ultimate responsible for the management of usernames and passwords. In particular, the User shall ensure that the password is kept confidential and made available only to the personnel authorized to use the Online Services. In particular, the password shall not be communicated to any external person or third party. We recommend to change the password frequently. MA cannot in any way be considered responsible of possible damages occurring from an incorrect use of the accounts.
4. Work Request
4.1. Job Postings
A Customer may at any time post a task for work review (hereinafter “Task”) on MADAO (hereinafter “Job Post”). In such Job Post, the Customer shall provide all relevant information, details, and specifications concerning the Task, in order to allow a Bidder to submit an offer to complete the Task. The Customer is required to submit a denial of service fee (hereinafter “DoS Fee”) of Euro 100 to the MADAO. This fee will be paid back to the Customer if for any reason the final smart contract with the full deposit is not materializing.
4.2. Offer SubmissionIn first priority, MADAO Voting Associates (hereinafter “Internal Bidder”) may submit within 10 calendar days since the publication of the Job Post an offer to complete a Task which needs to specify the terms and conditions, including the expected currency and amount of the remuneration (hereinafter “Fee”), at which the Internal Bidder is willing to perform the services required to complete the Task (hereinafter “Bid”).In second priority, in case no Internal Bidder submits a Bid, or no internal bid gets accepted by the Customer, the Job Post will be made available to Bidders that are not Internal Bidders (hereinafter “External Bidders”) who may submit a Bid within another 10 calendar days. While the Job Post will be publicly visible from the day of posting, Internal Bidders have a right of first refusal.
4.3. Bid Selection; Escrow
Among all Bids submitted, the Customer may select one Bid that it accepts (hereinafter “Winning Bid”), either during the first priority or second priority Bid described in 4.2. Upon selection, the MADAO will automatically inform the Bidder having submitted the Winning Bid, thereby establishing a contractual relationship between the relevant Customer and the Bidder having submitted the Winning Bid that obliges the relevant Bidder to perform the Task in accordance with terms and conditions of the Job Post, the Winning Bid, and these GTC.Concurrently, MADAO will establish an escrow smart contract and notify the relevant Customer about this establishment and will provide the smart contract address to the relevant Customer. The Customer shall transfer the Fee to the established escrow smart contract within 5 calendar days since the notification by MADAO. If the Customer does not deposit the Fee into the smart contract within 5 calendar days, the Task and the associated Job Post are cancelled out and removed from the MADAO portal. In this case, Customer’s DoS Fee will be paid back to the Customer.In case the Customer does not select a Bid, the process is terminated and the Customer may post a new Job Post.
4.4. Performance of the Task; Approval of Work Result
Once the Bidder having submitted the Winning Bid has performed the Task, the Bidder shall submit its work result to the MADAO for review.In case the MADAO, by way of a simple majority vote of the MADAO’s Voting Associates, e.g. individuals who have been onboarded into the MADAO, have a reputation score in the MADAO, and are represented by the delegate associate member in the MA assembly (hereinafter “Voting Associates”), approves the work result submitted by the relevant Bidder (hereinafter “Upvoted Work”), the MADAO will inform the relevant Customer and forward the Upvoted Work result. Concurrently, the MADAO releases the Fee deposited in the corresponding escrow smart contract in accordance with Section 4.6 below.In case the MADAO, by way of a simple majority vote of the Voting Associates, rejects the work result (hereinafter “Downvoted Work”), the MADAO will inform the relevant Customer on its decisions including an explanation and reasoning on the grounds for such rejection. The Customer, in its sole discretion, may approve the Downvoted Work result within 10 calendar days since the notification on the Downvoted Work by the MADAO, in which case the MADAO releases the DoS Fee and the Fee deposited in the corresponding escrow smart contract in accordance with Section 4.6 below.In case the MADAO rejects the work result, and such work is not approved by the Customer following the information by the MADAO about its rejection, the MADAO releases and retransfers the DoS Fee and the Fee deposited in the corresponding escrow smart contract to the Customer having published the Job Post and having deposited the Fee.
In case the Bidder does not submit a work result for a Task to MADAO within the requested period (such Bidder a “Defaulting Bidder”), the following shall apply:a) Non-performance by an Internal Bidder:In case the Defaulting Bidder is an Internal Bidder, the MADAO, by way of a simple majority vote of the Voting Associates, may decide to either (i) reduce the Defaulting Bidders reputation score on MADAO by 50%, impose a new due date for delivery of the work result, and to partially refund the Fee deposited in the escrow smart contract to the relevant Customer, or (ii) withdraw the Task from the Defaulting Bidder and to restart the Job Post process among Internal Bidders only, whereby the MADAO, again by way of a majority vote of the Voting Associates, selects among the additionally submitted internal Bids or does not select an internal Bid and refunds the Fee deposited in the escrow smart contract to the relevant Customer;b) Non-performance by an External Bidder:In case the Defaulting Bidder is an External Bidder, the MADAO automatically refunds the Fee deposited in the escrow smart contract to the relevant Customer.
4.6. Fee Distribution
The Bidder acknowledges and agrees that any Fee deposited in an escrow smart contract with the MADAO and to be released upon completion of the Task in accordance with Section 4.4 will not be allocated in full to the Bidder having completed the Task, but will be distributed and allocated by MADAO in accordance with the distribution mechanism of Minimum Viable Protocol Requirements for “Blockchain Infrastructure for Measuring Domain Specific Reputation in Autonomous Decentralized and Anonymous Systems” as described in this paper (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3125822; accessed December 20, 2021) (hereinafter “MVPR”).
5. Intellectual Property Rights
By accepting these GTC, the Bidder herewith declares, represents, and warrants that:- all results, work product, intellectual property rights, etc. resulting from the performance of a Task and associated work product (jointly hereinafter referred to as “Work Product”) will be made available under an open-source license and the Bidder is legally responsible to ensure that all parts of the Work Product are open-source;- the work performed and Work Product created in connection with the Bid will benefit decentralization and open-source projects generally, pursuant to the mission statement of MA, which is to support open-source and transparent scientific research of emerging technologies for community building by way of submitting grants to developers and scientists in Switzerland and abroad;- the Bid and the Work Product created thereunder is in line with international transparency standards and will be published on Github under the MADAO repository, and that the Bidder and any related party working on the same Task have sufficient qualifications, experience and capacity to actually finish the work required to perform the Task; – the Bidder has not built tools and does not intend to build tools to attack the MADAO and MA;- the Bidder has not previously failed to fulfill its contractual obligations under an earlier Bid towards MADAO and MA.For this purpose, the Bidder grants MADAO and MA, each individually, a worldwide, unlimited, irrevocable, royalty-free, non-exclusive, sublicensable, and transferrable license to reproduce in copies, either alone or as part of a collective work, translate, adapt, alter, transform, modify, arrange, distribute, and communicate copies of, the Work Product (including, but without limitation, patents, trademarks, designs, copyrights, source works, etc.), and to create derivative works of the Work Product.The Bidder acknowledges and agrees that MADAO and MA will themselves grant open-source licenses with the same content to any third-party person and to publish the Work Product on Github under the MADAO repository. MA undertakes not to limit, exploit, or commercialize the license for its own benefit and interest.
6. Blocking account access
MA is entitled to terminate the User’s access to the Online Services without giving notice and without incurring any liability if the User breaches the terms of these GTC, if there is a suspicion of misuse, if the security of the system is no longer guaranteed or if the CUSTOMER is in arrears in relation to the payment of invoices. MA can take additional measures to prevent misuse.Upon request, MA shall grant such access to the Account to the relevant User that is necessary to obtain any information, data, document, work, etc. of such User stored on the Account. The User acknowledges and agrees that MA may keep copies of, or delete anything stored on the Account as required by applicable laws (e.g. the Swiss Criminal Work, or applicable data protection regulations) or as instructed by competent authorities.
7. Service support
MA shall be entitled to access the User’s Account in order to support User upon such User’s request for support.
8. Means of communication
MA is entitled to transmit to the User in accordance with these GTC information, authentication features, account information, invoices, communications, etc. through e-mail, telephone, sms and through MADAO’s internal communication tools, if available. The User is responsible for the telephone numbers and e-mail addresses communicate to MA.
9. User’s obligations
9.1. Update of account information
The User is responsible for updating the data and information required for the use of the Online Services.
9.2. Authentication features
The User is responsible for the proper storage of authentication features (username, password, public and private keys etc.). The User must ensure that no third parties (i.e. different from the User and unauthorized related parties) have access to his Account.
9.3. Reporting requirements
If the User has reason to believe that an unauthorized third party knows authentication features or has gained unauthorized access to the platform or the individual functions offered on it, or any MA wallet or accounts, the User must notify MA immediately and change his password.
9.4.Contents, safety and security
The Online services may require that the User inserts or transmits information and data to MADAO. The User is responsible for the content that the User transmits or makes available to or via the Online Services. The User acknowledges and agrees that such content will be passed on to other Users if and to the extent required or necessary to perform the relevant User’s obligations. In addition, MA is entitled to pass on content and information to third parties and/or to delete it where necessary, in order to comply with legal provisions. The User is responsible for any information it provides via the Online Services, which may have an impact on the safety and the security of the transportation.The User acknowledges that MA is allowed but not obliged to control the content of information provided by Users, except for login and contact details.
9.5. Customer’s systems and equipment
The User is responsible for providing internet access and the necessary hardware and software components with the relevant configurations, and bears the associated costs. The User shall bear any costs and expenses needed to be compliant with the minimal technical requirements.The User shall enhance any and all measures needed to prevent unauthorized access to other systems and the spread of viruses and other malware. In particular, it must ensure that all installations and devices in its possession and all devices used for the login and the access to the Online Services are protected from unauthorized access and manipulation.
9.6. Compliance with statutory regulations and these general terms and conditions
The User shall comply with Swiss and foreign laws when using the login and the Online Services, as well as with these GTC. It is responsible for ensuring that all related persons using the User’s Account and any Online Services do the same.
10. Special risks, availability and interruptions
10.1. Special risks
The User acknowledges and agrees that: (i) MA does not warrant for absolute security of the MADAO and its networks, systems, and servers and for the integrity and authenticity of the transmitted data; (ii) MA may not receive data in time or at all (because of, e.g., internet overload, transmission errors, technical errors, or business interruptions); (iii) data may be deleted, misdirected or modified because of errors or failures; (iv) data in particular when transmitted in unencrypted form may be intercepted and accessed by unauthorized third parties; (v) data may be deleted or modified by unauthorized third parties, unnoticed by the parties; (vi) the data sender and/or receiver may be modified by unauthorized third parties unnoticed by the parties so that data which seem to be sent by the issuer originate from a third party; (vii) networks (in particular a decentralized ledger/blockchain on which MADAO runs), systems and servers which are used for the exchange of information between the parties are not controlled by MA and may be accessible worldwide by anyone without restrictions; (viii) networks (in particular a decentralized ledger/blockchain on which MADAO runs), systems and servers rely on third parties to be operated and may not be operational all the time without restrictions and that their functionalities may be restricted for technical or other reasons; and (ix) by using the internet, harmful computer viruses and other malware may be introduced into the systems.
10.2. Availability and Interruptions
MA is committed to the highest possible and uninterrupted availability of the MADAO and its Online Services. However, it does not guarantee uninterrupted service, service at a specific time or the completeness, authenticity and integrity of the saved data or data transmitted via its system or the Internet.MA will reduce as much as reasonably possible all interruptions necessary to rectify disruptions, implement maintenance works or introduce new technologies to the MADAO.
11. Data protection and data security
MA observes the provisions of Swiss and any other data protection legislation applicable when recording and processing personal data via MADAO. It safeguards customer data with suitable measures and treats it confidentially.MADAO collects, processes, and stores personal data only to the extent necessary to provide these services, for the security of operations and infrastructure, for invoicing, and to manage and maintain customer relationships, namely to ensure a high quality of service. MA itself will not collect, process, or store any personal data of Users.The User acknowledges that, in order to improve the quality of its services, MADAO may use technical analysis tools. MA may compare this data anonymously with user information from third parties or generate user statistics and forward these statistics to third parties.
12.Exclusion of warranty; liability
MA undertakes to provide high-quality services as regards the MADAO and the Online Services, but does not guarantee the accuracy, completeness or usefulness of any data or information disclosed in the systems. In particular, it does not guarantee the quality, timely delivery, or appropriateness of the services provided by the Bidder and does not assume any liability for any such services provided by the Bidder, who shall be solely responsible and liably for any damage caused by the Bidder’s services. MA shall not be responsible for any damage or loss or any other consequence whatsoever of any inaccuracy, incompleteness and not usefulness of said data, information, or service provided by the Bidder.MA is not liable to a Customer or third parties for breach of the contractual obligations by the Bidder. Moreover, MA is not liable for the accuracy of the data provided or for any consequential loss or damage or lost profit caused by a Bidder. MA is not liable for loss or damage arising from any failure of the login or the services offered.
13. Terms and termination
Any contractual relationship for Online Services provided by the MADAO under these GTC between MA and a User shall be concluded for an indefinite period of time, if not differently agreed between the parties. Subject to the provisions of other contracts between the parties, it may be terminated with immediate effect by both parties.Any contractual relationship for services provided by a Bidder under these GTC between a Bidder and a Customer shall be concluded until the Bidder has completed its task and the Customer has confirmed satisfaction with the services provided by the Bidder.
If any section, term, provision, or clause thereof in these GTC and related contracts is found or held to be invalid or unenforceable in any jurisdiction in which they are being performed, the remainder of these GTC and related contract shall be valid and enforceable and the Parties shall negotiate in good faith, a substitute, valid and enforceable provision which most nearly effects the economical aim of the invalid provision. The same applies in case of loopholes.
Except where expressly provided for in these GTC, the failure or inability of a party to notify the other party of the violation either of its right or of the contractual terms does not imply the general waiver to assert this or any other legal right.
14.3. Governing law
These GTC as well as any related contracts are essentially subject to the Swiss law (to the exception of the Swiss law with respect to the private international law), no matter whether it is a national or international consignment.14.4. Place of jurisdictionAny dispute, controversy or claim arising out of or in relation to these general terms and conditions including the ones concerning validity, invalidity, breach or termination of any contract, shall be settled exclusively by the courts of MA’s place of jurisdiction in Switzerland.