Legal Stuff

Terms of Sale

Last Modified: January 11, 2022
(NOTE: THIS IS BOILERPLATE TEXT TAKEN FROM LINKSDAO. WE NEED TO VET AND AMEND THIS TO FIT MSDAO)
Movie Studio DAO (“We” or “MSDAO” ) exists to establish and operate a community governed movie studio and crypto launchpad for media projects. MSDAO plans to utilize cryptographically secure blockchain organization management tools to automate and improve transparency around certain aspects of organizational governance of the organization's business, commonly known as a “decentralized autonomous organization” or a “DAO.”
We are offering for sale digital collectibles (“Membership NFTs”) on or about March 1st, 2022: The purchase of each NFT is a transaction in goods and not a promise to provide, or a guarantee of receipt of, future services from MSDAO, although MSDAO will make reasonable efforts to ensure that a DAO comes into existence which allows you to unlock expanded functionality associated with the Membership NFTs. Right to membership in the movie studio will be subject to rules set forth by MSDAO and it's assigns.
Additionally, MSDAO is offering a token ("$MSDAO") which is to be used within the MSDAO ecosystem and does not represent any ownership in any entity, nor any promise to provide, or a guarantee of receipt of, future services or profit from MSDAO. $MSDAO is a Utility Token offered to members and non-members for use within the MSDAO platform to facilitate activities for entertainment purposes.
You understand and agree that the sale of Membership NFTs grants you no rights and carries with it no guarantee of future performance of any kind by MSDAO. You are not entitled, as a holder of any Membership NFT or $MSDAO token, to vote or receive dividends or profits or be deemed the holder of shares of MSDAO or any other person by virtue of your ownership of a Membership NFT or $MSDAO token, nor will anything contained herein be construed to construe on you any of the rights of a shareholder, partner, joint venture, etc. or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights to purchase such shares of MSDAO. MSDAO may in the future offer holders of Membership NFTs the opportunity to participate in massively open online governance via DAO. You agree that the functionality of any DAO established by MSDAO will be determined by MSDAO in its sole and absolute discretion.
MSDAO is represented in the real world by a Nevada LLC. Having a legal entity that represents the DAO in the "real world" is valuable for a number of reasons:
  • It provides limited liability to DAO participants for the actions of the DAO. Without a legal entity, participants may be individually held liable for anything the DAO as a whole does.
  • It is capable of complying with taxation requirements - without a legal entity, DAO participants may be held liable for a proportion of the DAO's income, even if they are not able to access these funds.
  • It is capable of entering into contracts with other "real world" entities, of holding assets (including IP rights), and so forth.
As the "real world" catches up with Web3 and offers a DAO legal structure that fits within the mission of MSDAO, all reasonable efforts will be made to transfer the DAO to that legal structure in accordance with the community's goals.
You understand that the development of MSDAO’s business is a significantly risky venture and you acknowledge and assume the risk that MSDAO may not be able to complete, substantially or in part, any aspect of its operations and furthermore that a significant proportion of the funds generated by the Membership NFT drop are expected to be retained by MSDAO, Inc. for any lawful business purpose. Your purchase of an NFT could lead to the complete loss of your money, and no payments will be returned. Membership NFTs will be created and delivered to any purchaser at the sole risk of the purchaser and on an “as-is” basis. Purchaser has not relied on any representations or warranties made by MSDAO Inc. or any other person outside of the context of these Terms of Sale, including but not limited to conversations of any kind, including but not limited to whether such statements are made through oral or electronic communication, or any White Paper, social media post or website.
The sale of the Membership NFT and $MSDAO token is governed by, and these Terms of Sale will be construed in accordance with California law, without regard to conflict of laws principles. All disputes with MSDAO by you or your successors or assigns directly or indirectly arising under or in relation to these Terms of Sale or the NFTS shall be brought and resolved solely and exclusively in final and binding arbitration in the State of California under the Rules of Arbitration of the American Arbitration Association.
MSDAO makes no representations of liquidity for the $MSDAO token and no claims or guarantees of value. Liquidity providers can remove liquidity at any time from any token for any reason and any token holder should carefully consider this prior to purchase.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND LINSKSDAO ARE EACH WAIVING THE RIGHT TO A TRIAL BY A JUDGE OR A JURY IN A PUBLIC FORUM AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Without prejudice to any other provision of these Terms of Sale, you acknowledge and agree that, except in the case of MSDAO’s fraud or willful default, and except as otherwise required by any non-waivable provision of applicable law, MSDAO shall not be liable in any manner whatsoever to you or any other person for losses or damages of any kind, whether arising in contract, tort, or otherwise, arising from the sale of Membership NFTs to any person.
All purchases of any Membership NFT and $MSDAO token are final and nonrefundable.
Last modified 8mo ago