13th May 2024 - Intersect Membership Agreement

MEMBERSHIP AGREEMENT

THIS MEMBERSHIP AGREEMENT (this “Agreement”) is entered into and made effective as of the Effective Date (as defined below), by and between (a) Intersect, a Wyoming mutual benefit nonprofit corporation (the “Company”) and (b) the undersigned individual or entity set forth on the Signature Page (the “Member”). The Company and the Member are sometimes referred to in this Agreement, each individually as a “Party” and collectively, the “Parties”. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Intersect Membership Governance Rules (as may be amended, restated, supplemented or otherwise modified from time to time, the “Membership Rules”).

BACKGROUND

A . The Company is a nonprofit member-based organization incorporated under the laws of the State of Wyoming USA whose purpose and mission is centered around supporting, promoting, protecting, and driving the future of the Cardano ecosystem while developing and implementing its decentralized governance.

B . The Company, together with its members, is building the future of Cardano together. Tasked with ensuring its continuity and future development, the Company is bringing the Cardano community together behind a shared vision, enabling a more resilient, secure, transparent, and innovative Cardano ecosystem that puts members in the driving seat of Cardano’s future.

C. The Company is internationally governed through a structure of committees, working groups and special interest groups to serve the wants and needs of the Cardano community. Subject to the terms and conditions of the Membership Documents (as defined below), as a member of the Company, you will have the ability to help drive the future of Cardano through active participation in voting, committees, working groups and special interest groups.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, it is hereby agreed as follows:

Section 1. Approval and Admission to Membership.

(a) The Member desires to purchase a Membership (“Membership”) in the Company, in the membership category specified below:

“Membership Level”:	“Membership Fee”:
Individual Core Member	$10 (USD)
Enterprise Core Member	$1,000 (USD)

(b) Members that subscribe for and pay the Membership Fee for a “Core” Membership Level prior to August 31, 2024 will receive the status of “Founding Member”, a privileged status that will be recognized and rewarded through various events, incentives and offers as the Company grows; provided, that, such Member must keep such Member’s annual subscription up to date annually, otherwise Founding Member status will be forfeited (i.e., if there is a gap in subscription periods between the ending of one period and renewal, Founding Member status will be lost).

(c) On the Effective Date, the Company will grant Member access to the Company’s Membership Portal, allowing the Member to manage personal information, pay subscription fees, access member specific information and enjoy other benefits pertaining to Membership.

(d) Membership Benefits. Expressly subject to the terms and conditions of the Membership Documents:

(i) The key benefit of Membership is the ability to vote on Company matters, primarily at the Annual Members Meeting (AMM). Voting ensures that each member has a stake in what the future of the Company looks like and how it is shaped. Membership provides one vote per Member, regardless of Membership category. The Company’s goal is to ensure a fair and balance voting system.

(e) The Member hereby agrees to pay to the Company the Membership Fee stated above for the Membership Level as indicated above, together with any applicable sales tax or other tax with respect to the payment of the Membership Fee. The Membership Fee is due in full and payable upon submission of this Agreement and is not refundable. The Company has no obligation whatsoever to accept the Member for Membership and may deny Membership for any reason permitted by law. Membership Fees shall be paid via the Membership Portal on the Company’s website. Membership Fees are payable in USD.

Section 2. Term.

(a) Unless earlier terminated in accordance with this Agreement, the Membership term commences on the Effective Date and shall terminate on the one (1) year anniversary thereof (the “Initial Term”, as may be subsequently renewed, the “Membership Term”). Continued Membership after the Initial Term is subject to annual renewal.

(b) The Company has the absolute right to discontinue and recall the Membership at any time in the event Member ceases to be in Good Standing. The Member has the right to terminate its Membership and this Agreement at any time so long as the Member gives the Company at least thirty (30) days’ written notice of such termination (via email to [e-mail]). If either Party so terminates, the Member shall not be entitled to receive any refund of the Member’s Membership Fee or any fees, dues or amounts paid in advance, and the Member shall remain obligated to pay the Company any outstanding obligations owed by Member to the Company at the time of termination. Effective as of the termination date, members will lose any rights and benefits of Membership.

Section 3. Certain Definitions. For the purposes of this Agreement:

(a) “Affiliates” means with respect to any specified Person, (i) any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, (ii) the general partner, management company or any similar Person of such specified Person, and (iii) each Controlled portfolio company of such specified Person or Person referenced in the foregoing clauses (i) and (ii).

(b) “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

(c) “Effective Date” of Membership is upon receipt by the Company of the applicable Membership Fee.

(d) “Entity” means any Person (other than a natural person).

(e) “Person” means any natural person, partnership, limited liability company, corporation, cooperative, joint venture, trust (including a business, real estate investment or other trust), estate, association or other entity.

(f) “Representative” means with respect to any specified Person, such Person’s Affiliates, equityholders, partners, directors, managers, officers, employees, consultants, advisors, agents and representatives.

Section 4. Acknowledgement of Certain Membership Rights.

(a) The Member hereby acknowledges and agrees, on behalf of itself and on behalf of each Related Party, that:

(i) Membership shall be pursuant to and accordance with this Agreement, the Membership Rules, the governing documents of the Company and any terms, conditions, rules, regulations, policies or procedures provided or made available by the Company from time to time (as amended, restated, supplemented or otherwise modified from time to time, the “Membership Documents”).

(ii) the Membership Documents, including the Membership Rules, have been provided or made available to such Member, and such Member has read and understands such documents and agrees to be fully bound by the terms and conditions thereof.

(iii) At any time, the Company, in its sole discretion, may amend, modify, supplement or otherwise revise (A) any Membership Documents, (B) the terms or conditions of Membership, (C) the structure, management, governance or other rights or obligations of the Company or (D) any combination of the foregoing; provided, that, the Company shall use commercially reasonable efforts to provide the Member notice of such changes (e.g., posting on the Company’s website) within thirty (30) days after the formal adoption thereof by the Company.

(iv) The Member agrees to comply with all of the terms and conditions of the Membership Documents, including the standard operating procedures and governing documents of any Intersect Committee, Working Group, Special Interest Group or otherwise that such Member, directly or indirectly, participates in or contributes to.

(v) Membership is not an investment in the Company or any Affiliate of the Company and does not provide the Member with an equity, ownership or other interest in or to the Company or any Affiliate of the Company or any assets or property thereof.

(b) Conflicts of Interest. The Member hereby acknowledges and agrees, on behalf of itself and on behalf of each Related Party, that:

(i) The Company, including its governance and operating procedures, is structured using a number of committees, sub-committees, working groups and special interest groups to drive collaboration and the Company’s mission. Certain Members of the Company may be eligible to participate on (or designate members or Representatives to) the Board or committees, sub- or steering-committees and working groups of the Company (“Company Committees”). Consequently, there is a potential for conflicts of interest to occur between the Company, the Board, Company Committee, and their members and certain Board and Company Committee members may have personal, financial, or professional interests that could influence their decision-making, including awarding of grants or contracts by the Company.

(ii) To the extent required by applicable law, the Company will manage and disclose potential conflicts of interest. Despite these measures, the Company and any Affiliates or Representatives thereof shall not be responsible to the Member for any harm, loss, or damage that might occur, directly or indirectly, as a result of any real or perceived conflict of interest. To the fullest extent permitted by law, the Member hereby waives any claims of liability against the Company and any Affiliate or Representative of the Company arising out of or related to the awarding of grants, contracts or any other decisions, actions, or inactions that may arise out of a conflict of interest.

(iii) Such Member will not have the ability to influence the designation of a Company Committee member or otherwise influence the direction of a Company Committee. Even as a Committee Member, there is no guarantee that such Member will be able to influence the decisions of the Board or any Company Committee, including with respect to the awarding of any grants or contracts.

Section 5. Indemnification.

Such Member is responsible and liable for all acts of such Member and such Member’s Representatives arising from, in connection with or otherwise relating or incident to the Membership. Such Member hereby agrees to indemnify, defend, and hold harmless the Company and any Affiliate of the Company and each of their Affiliates and Representatives (collectively, “Indemnified Parties”), from and against all (i) violations or alleged violations of laws, ordinances, rules or regulations, claims, losses, damages, fees, costs, expenses and any other liability, including attorneys’ fees, expert witness fees, arising from, in connection with or otherwise relating or incident to this Agreement, the Membership Documents or the Membership, whether directly or indirectly.

Section 6. Representations and Warranties.

The Member hereby represents and warrants to the Company that the following representations and warranties are true and correct:

(a) Power and Authority. Such Member, if an Entity, is a legal Entity, duly formed, validly existing, in full compliance with its legal obligations and in good standing under the laws of its jurisdiction of formation. Such Member has the requisite legal capacity, power and authority necessary to enter into, deliver and perform such Member’s obligations under Agreement and the Membership Documents.

(b) Due Authorization. The execution, delivery and performance of this Agreement and any Membership Documents by such Member have been duly authorized, executed and delivered, and no other action or proceeding on the part of such Member or any Affiliate thereof is necessary to authorize or approve the execution, delivery or performance of this Agreement or any Membership Documents. This Agreement and any Membership Documents constitute the legal, valid and binding obligation of such Member, fully enforceable against such Member in accordance with the terms hereof and applicable law.

(c) Non-Contravention. Neither the execution, delivery or performance by such Member of this Agreement or any Membership Documents will (i) conflict with, breach, violate or constitute a default under (or an event that with or without notice, lapse of time or both could conflict with, breach, violate or constitute a default under) any law, governing document, contract, permit or order to which such Member is a party or subject or (ii) require any consent, license, permit, approval, waiver, authorization, order, filing, registration or declaration of or notice to any third party.

(d) Reliance; Access to Information. Such Member (i) has had sufficient opportunity to review the Membership Documents, ask questions and receive answers concerning the terms and conditions hereof and thereof, (ii) has adequate information concerning the Company, including the purpose, governance and business thereof, to make an informed decision in entering into the Membership Documents, independently, without reliance on the Company or other Person, (iii) has consulted with (or has had the opportunity to) such Member’s own legal, tax, financial or other advisors as to matters concerning Membership, and (iv) such Member is not relying on any representations, whether written or oral, express or implied, in acquiring a Membership or entering into or performing any obligations contemplated by the Membership Documents.

Section 7. Marketing and Publicity.

Subject to applicable privacy laws, the Company may use and publish member information and images, including names, logos, aliases and similar identifying information, in marketing materials and on external facing platforms, including the Company website, GitBooks pages and Social Media channels. The Member shall not use the Company’s tradenames, service marks, logos or any other intellectual property, without the prior, express written consent of the Company.

Section 8. Confidentiality.

From and after the date hereof, the Member shall keep confidential any non-public or proprietary information (“Confidential Information”) that the Member or any Affiliate or Representative of such Member may receive from the Company (or have access to) and shall not disclose such Confidential Information. Confidential Information excludes information that: (i) is released into the public domain by the Company; or (ii) such Member is required to disclose pursuant to court order (provided, that, such Member shall promptly notify the Company of such court order, so that the Company can take legal measures to protect such disclosure).

Section 9. Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Membership Documents, sets forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, whether written or oral, concerning the subject matter hereof are superseded by this Agreement.

(b) Amendments. No amendment, modification or waiver of this Agreement (or any provision hereof) will be effective unless specifically made in writing and duly signed by each Party. No waiver by the Company shall operate as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No course of dealing or failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(c) Successors and Assigns. No Person that is not a Party will have any right or obligation pursuant to this Agreement. This Agreement will bind and inure to the benefit of the successors and permitted assigns of the Parties. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred by the Member (whether by operation of law or otherwise), without the prior written consent of the Company. Any assignment in violation of this Section 9(c) will be void, ab initio, and upon any such attempt, the Company may terminate Membership with no obligation to refund any fees paid up to and including the date of such termination.

(d) Governing Law; Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any choice of law or conflict provision or rule (whether of such State or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. Any proceeding arising out of or relating to this Agreement shall be brought solely in the federal or state courts located in the State of Wyoming. This Agreement may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement among the Parties to waive any objections to jurisdiction, to venue or to convenience of forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MEMBERSHIP DOCUMENTS.

(e) Specific Performance. The Member acknowledges and agrees that (i) irreparable loss will occur in the event of a breach of this Agreement by such Member, money damages will be inadequate and the Company will have no adequate remedy at law and (ii) the Company shall have the right, in addition to any other rights and remedies, to enforce the provisions of this Agreement or prevent violations hereof not only by an action for losses but also by an action for specific performance, injunctive or other equitable relief. If any such action is brought to enforce this Agreement, the Member hereby waives the defense that there is an adequate remedy at law. Any injunction shall be available without the posting of any bond or other security.

(f) Severability.

(i) If, at the time of enforcement of this Agreement, a court of competent jurisdiction holds in a final, non-appealable judgment that the restrictions stated herein are illegal, invalid or unenforceable, the Parties agree that the court making such determination shall have the power to reduce the duration, scope or geographical area of the restriction or to substitute a duration or scope that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable restriction for the stated period or scope.

(ii) If any provision of this Agreement is illegal, invalid or unenforceable for any reason whatsoever after giving effect to Section 9(h)(i) above, such provision will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part of this Agreement with the remaining provisions of this Agreement remaining in full force and effect and unaffected by the illegal, invalid or unenforceable provision or by its severance from this Agreement so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

(g) Joint Negotiation. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(h) Cumulative Remedies. All rights and remedies of any Party are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more such rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

(i) Construction. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including,” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” Any reference herein to “dollars” or “$” shall mean United States dollars. The term “or” shall be deemed to mean the conjunctive “and/or”.

(j) Counterparts. Each Party may execute this Agreement in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument. Each Party may deliver an executed copy of this Agreement by electronic transmission (e.g., Docusign, PDF, click-through acceptance on the Company’s website or Member Portal or similar format) to the other Party, and such delivery will have the same force and effect as any other delivery of a manually signed copy.