These Terms of Use ("Terms") govern your engagement of MIDAO ("MIDAO," "us," "our," or "we") to act as the registered agent for your Decentralized Autonomous Organization (DAO) or Web3 project. By engaging MIDAO's services, you ("you" or "your") agree to accept and comply with these Terms. Please read these Terms carefully before engaging our services. MIDAO reserves the right to amend and vary these Terms without your prior consent, and any changes will be notified to you. Your continued engagement with MIDAO's services constitutes your acceptance of the amended Terms.

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Services:

MIDAO will provide services for the formation of your DAO as a Decentralized Autonomous Organization Limited Liability Company in the Republic of the Marshall Islands. Additionally, MIDAO will act as the registered agent for your DAO or Web3 project in the Marshall Islands.

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Fees and Payment:

Upon signing these Terms, you are required to pay the registration fee (inclusive of all government fees) and the annual maintenance fee every year from now until dissolution. The annual maintenance fee is due every January, with the first annual payment due in the upcoming January. Payments can be made in fiat currency via wire transfer or any other method agreed upon by MIDAO in writing, including crypto tokens.

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Client Obligations:

You are solely responsible for obtaining tax, regulatory, and legal advice regarding your personal affairs and the activities of your DAO or Web3 project. It is your responsibility to ensure that your company's activities comply with the laws of all relevant jurisdictions. MIDAO does not provide formal legal, tax, fiscal, investment, or exchange control advice. You must provide MIDAO with the necessary information to ensure compliance with applicable legislation. Any changes in your company's structure or Operating Agreement must be promptly reported to MIDAO within 15 days. Changes to the Smart Contract governing governance or membership do not require reporting in accordance with the “DAO ACT of 2022”. All instructions given to MIDAO must be authorized by the Company and approved by the listed Smart Contract or membership.

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You and your company shall not engage in any unlawful acts or conduct as defined as such by the jurisdictions in which you operate. It is your sole responsibility to determine the legality of your actions. You must promptly inform MIDAO of any matters that may affect your company or MIDAO's ability to provide services. Additionally, you must keep MIDAO fully informed of any legal proceedings related to your company, its beneficial owners, or governance rights. You are obligated to provide assistance and documentation necessary for MIDAO to comply with its internal compliance and risk policies, including disclosing information to external legal counsel and regulatory authorities, if required.

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You declare that there are no pending or threatened claims, actions, or proceedings against you regarding the assets and funds introduced to the company unless specifically disclosed in writing to MIDAO. You also declare that appointing MIDAO as the registered agent would not breach any judgments or orders, including freezing orders or injunctions, related to you, your company, or your assets. Unless disclosed in writing, you declare that you have never been a defendant in any legal or administrative proceedings alleging dishonest or illegal behavior related to dealings in real property, securities, or investments.

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Anti-Money Laundering and Client Due Diligence:

MIDAO is required by law to apply measures to combat money laundering and the financing of terrorism. These measures include client identification procedures. Before engaging our services and during the client relationship, MIDAO may request appropriate information and evidence to verify your identity, as well as the identity of anyone acting on your behalf. If you are a corporate entity, MIDAO may also need to verify the identity of beneficial owners and controllers. Additionally, MIDAO may conduct enhanced due diligence and request information about the sources of your funds, as reasonably required to comply with applicable laws and regulations. You declare that the funds and assets introduced to MIDAO do not originate from unlawful activities, and MIDAO may request evidence to support this declaration. If you fail to provide the necessary information, MIDAO may decline instructions, cease services, or terminate the relationship.

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Bribery and Corruption:

MIDAO reserves the right to decline your instructions or terminate the agreement if it becomes aware of or suspects any bribery or corruption in connection with your company or the services provided by MIDAO.

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MIDAO Duties:

MIDAO treats your client and company information as private and confidential. We will provide services with due care, consideration, and skill, aiming to deliver them as soon as reasonably practical. MIDAO undertakes not to disclose your client and company information to third parties without your express written consent unless disclosure is required by law, compelled by a competent court, or requested by a regulatory authority. We may read, review, or inspect correspondence, documents, and other communications received by the company or on behalf of the company. You will be informed of any mail, correspondence, or documents addressed to your company. MIDAO reserves the right to obtain external legal advice regarding the legality of any action involving your company. We may rely on such legal advice without disclosing its precise contents to your company.

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Indemnity:

You and your company shall indemnify and hold MIDAO, its directors, officers, employees, agents, and partners harmless on a full indemnity basis against any liabilities, obligations, losses, damages, penalties, fines, actions, proceedings, claims, judgments, demands, costs, expenses, or disbursements incurred as a result of these Terms or the performance of services, except to the extent that such liabilities arise from actual fraud or willful default committed by MIDAO. This indemnity provision survives the termination of these Terms and will be in effect unless a court of competent jurisdiction determines that actual fraud or willful default has occurred.

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General:

MIDAO's obligations will cease immediately if you fail to observe these Terms, if MIDAO discovers that your company is or has been involved in unlawful activities, or if you provide false or incorrect information to MIDAO. MIDAO may resign as the registered agent to your company at any time, with or without cause, by providing written notice of at least 60 days. MIDAO may also terminate its obligations under these Terms immediately if legal proceedings are commenced against your company or if any incident brings MIDAO's reputation or standing into disrepute. These Terms of Use are governed by and construed in accordance with the laws of the Republic of the Marshall Islands.

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Remuneration:

MIDAO is entitled to reimbursement for expenses and remuneration for services based on our published fee scales and terms and conditions in force at the time. In the event of termination, MIDAO is not obliged to return all or any part of the fees and expenses paid, except for amounts paid on account of future disbursements.

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If any provision of these Terms is prohibited or becomes unenforceable under the laws of any jurisdiction, it will be ineffective to the extent of the prohibition or unenforceability in that jurisdiction. However, it will not invalidate the remaining provisions of these Terms, and the provision will remain valid and enforceable in any other jurisdiction.

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