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The Machine DAO Formation Ceremony Declaration. Effective Date: January 29, 2025
Recitals WHEREAS, the XMAQUINA Machine DAO initiative has been proposed by the XMAQUINA Foundation, a Cayman Islands foundation company, with the aim of decentralizing physical AI and promoting robotic automation technologies, the open machine economy, the development of robotic products and solutions, decentralized robotics ecosystems, decentralized physical infrastructure networks (DePIN), and associated technologies, as well as supporting various research and development activities, venues, and projects (the “Initiative”); WHEREAS, in furtherance of the Initiative, the Machine DAO formation ceremony is being held, during which the DEUS Token Genesis Auction is being conducted, allowing participants to apply for and purchase DEUS Tokens; WHEREAS, this declaration outlines the overall vision and core components of the Initiative, its anticipated governance and corporate structure, and marks the commencement of the Machine DAO formation; WHEREAS, the person agreeing to this declaration (the “Participant”) intends to participate in the DEUS Token Genesis Auction and wishes to acknowledge and endorse the Initiative, its objectives, purposes, structure, and community-driven principles; NOW, THEREFORE, it is agreed and acknowledged as follows: Declaration
  1. Overview
The Machine DAO formation ceremony marks a historic step in establishing the XMAQUINA Machine DAO Initiative. The Participant is invited to join the Initiative, acknowledge and endorse its vision, objectives, purposes, structure, and contribute to its development through any suitable means. The Machine DAO will be established as a DAO LLC under the laws of the Marshall Islands, it will be a member-managed organization recognizing the holders of the DEUS token as its members.
  1. Key Acknowledgments
By agreeing to this declaration, the Participant acknowledges the following: The mission and vision of the Machine DAO; The proposed corporate structure of the MachineDAO in the form of a non-profit Marshall Islands DAO LLC. The DAO governance framework and its decentralized decision-making mechanisms. The formation and authority of the initial DAO committees, including the Northstar Council and DEUS Labs. The role of the XMAQUINA Foundation (the “Foundation”) in the Initiative and DAO formation process.
  1. Machine DAO
The Machine DAO is envisioned as an organization of persons willing to participate in the Initiative or contribute to its purposes and objectives. The Machine DAO will be established as a DAO LLC in the Marshall Islands substantially in line with the following process: Genesis Auction: Public announcement and invitation for participants to join the Initiative by purchasing the DEUS tokens through the DEUS Token Genesis Auction. Receipt Token Event: Initiation of the Machine DAO through the initial distribution of the non-transferable receipt tokens, enabling the claim of the DEUS tokens at a later stage. Until the DEUS tokens become claimable, the receipt tokens will enable Initiative participants to take part in the Initiative-related signalling votes. TGE & Operational Launch: The Machine DAO becomes fully operational once the DEUS token is deployed, with governance and resource allocation mechanisms active. DAO LLC Formation: Incorporation of the Machine DAO as a non-profit Marshall Islands DAO LLC. The Foundation agreed to facilitate the formation process. Treasury Formation: Formation of the Machine DAO treasury. Committee Formation: Initial DAO committees, such as DEUS Labs and the Northstar Council, are established and allocated resources to execute their strategic objectives. Foundation Subordination: The Foundation is formally subordinated to the Machine DAO, ensuring alignment with the decentralized governance.
  1. Vision and Mission
Although the mission and vision of the Machine DAO may be further expanded, presently, the core mission and vision are to: Expand access to previously inaccessible opportunities, including private robotics companies and tokenised intellectual property in physical AI; Enable open, ethical innovation through decentralised governance and community collaboration; Promote robotic automation technologies, open machine economy, development of robotic products and solutions, decentralised robotics ecosystems, and associated technologies; Drive the adoption of growth of Decentralised Physical Infrastructure (DePIN) for large-scale autonomous systems. Empower communities to co-create and co-govern value generated by the robotics economy. Build a future where physical AI serves humanity as a shared public good. Learn more about the Machine DAO’s mission and vision in the XMAQUINA documentation.
  1. Governance Processes
The key components of the Machine DAO governance process include: Member Management: Machine DAO is a member-managed organization, with DEUS token holders playing the central role in its governance and decision making. All major decisions within the DAO require member approval, with members being able to vote on governance proposals, veto proposals, and guide the DAO’s activities, development, and evolution. veToken Model: The governance relies on the veToken (vote-escrowed token) system to align long-term incentives. To gain voting power within the DAO, the members need to stake the DEUS tokens in the governance smart contracts. Upon staking, the members mint non-transferable xDEUS tokens, entitling members to participate and vote in Member votes. The amount of xDEUS minted depends on both the number of DEUS tokens staked and the staking duration, encouraging long-term commitment to the DAO’s objectives. Optimistic Dual Governance: The governance framework incorporates the Optimistic Dual Governance plugin from the Aragon OSx stack, enabling an efficient and flexible decision-making process. This plugin will be active during a 24-month period following the DEUS deployment. It enables the Northstar Council, relying on the authority delegated by the DAO members, to act swiftly on strategic initiatives while ensuring accountability to the community. DAO members retain the right to veto or reject any proposals submitted by the Northstar Council through the Member votes. Learn more about Optimistic Dual Governance. Northstar Council: Composed of the DAO member delegates, the Northstar Council oversees the DAO’s strategic direction and ensures mission alignment. During the early stages, it is delegated with authority to submit proposals for Member vote under the Optimistic Dual Governance procedures, enabling quick adaptation to opportunities and challenges. Foundation: The Foundation is an independent unit within the Machine DAO ecosystem. Its purposes align with the vision and mission of the DAO, and its role is expected to include holding, managing, and protecting IP and goodwill, contributing to the mission and purposes of the Machine DAO, and engaging in certain other transactions on an as-needed basis. Learn More About the DAO’s Governance Processes The governance process includes stages such as ideation, proposal drafting, Snapshot voting, and onchain decision-making. For a detailed explanation, visit the Governance Section in our documentation to learn more.
  1. DAO Committees
At the outset of the Machine DAO’s operations, two key committees will be established under the Machine DAO LLC structure. These committees will serve distinct roles in advancing the DAO’s mission, ensuring focused execution of critical objectives while maintaining alignment with the broader governance framework. (1) DEUS Labs Committee Purpose: DEUS Labs Committee is delegated by the DAO members with authority to function as the DAO’s in-house development lab, focusing on the incubation and funding of Physical AI projects. This committee is designed to drive technological innovation and accelerate the development of robotics and decentralized infrastructure within the broader Machine DAO ecosystem. Key Details: Token Allocation: DEUS Labs will be allocated 7.5% of the DEUS token supply. Independent Management: Managed independently by the DEUS Labs Committee within the DAO-granted mandate, this allocation ensures that the lab has the resources to actively fund R&D and incubate Physical AI projects. (2) Northstar Council Committee Purpose: The Northstar Council Committee is delegated by the DAO members with authority to oversee the operational and strategic direction of the DAO during its formative stages, driving adoption and growth. Key Details: Fund Allocation: The Northstar Council Committee will be allocated 8% of the assets contributed by the participants to the DEUS Token Genesis Auction. This will be in the form of the Genesis Auction funding tokens. Management Structure: Assets allocated to the Northstar Council will be secured through a multisig wallet and managed independently by the Council’s member delegates within the DAO-granted mandate. Responsibilities: Overseeing the DAO’s direction and long-term strategy to ensure it is aligned with the DAO’s missions and purposes. Driving growth and adoption of the DAO. Partaking in organizing DAO units and committees. Providing leadership for key initiatives and scaling the ecosystem. Overseeing the development of DAO products, such as “MachineDAO Portal,” “DAO AI Agent,” and “Machine Economy Launchpad”, in alignment with the public DAO roadmap. Important Notice This Document: This document provides an overview of the Initiative and anticipated Machine DAO and serves as a framework for its proposed mission, vision, and structure. As the Machine DAO is in its early stages, certain elements or details described in this document may evolve, develop, or change over time without prior notice, liability, or the Participant’s consent. Acknowledgment by the Participant: By agreeing to this document, the Participant acknowledges and endorses the proposed mission, vision, and structure of the Machine DAO, including its organizational, governance, and corporate framework, in their entirety and without modifications. Participation in the Initiative is voluntary and solely for personal interest or enjoyment. The Participant further acknowledges that participation in the Initiative or Machine DAO does not confer any rights to any profits, dividends, or financial returns of any kind or nature. No warranties or representations are made regarding the Initiative or Machine DAO, or their overall success or performance. Legal Notice (a) This declaration shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. (b) This document constitutes the complete and exclusive declaration (statement) regarding the Initiative and anticipated Machine DAO, as well as other matters it covers or addresses. This document supersedes and replaces any prior declarations, statements, representations, or communications from the Foundation or other entities involved in the Initiative concerning the subject matter herein. (c) Nothing in this document, nor any materials published or communicated in connection with the Initiative, shall be construed to create a partnership, joint venture, or agency relationship between or involving the Foundation or other entities engaged in the Initiative, or between any individuals or entities. (d) Nothing in this document, nor any communication related to the Initiative or Machine DAO, constitutes financial, legal, tax, or investment advice. The Participant is strongly encouraged to seek independent professional advice before making any decisions related to the Initiative or Machine DAO. (e) For the avoidance of doubt, this document does not apply to, govern, or regulate the DEUS Token Genesis Auction or any associated matters, which are governed by a separate agreement. (f) To the maximum extent permitted by applicable law, neither the Foundation nor any entity involved in the Initiative shall be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the Participant’s involvement in the Initiative or Machine DAO. (g) Participation in the Initiative does not automatically grant the Participant membership in the Machine DAO or any right to participate in its governance, unless and until the Participant converts its receipt tokens into DEUS tokens in accordance with applicable terms and conditions. (h) The Participant agrees that it cannot amend or modify the content of this document in any way.