The Charter and additional DGF information is available on the Win DGF site.

Win Blockchain Node Network Charter

Version 4.0, February 5, 2026

1. Introduction to the Charter

Please read this document (the “Charter”) carefully, as it sets forth the governance rules of the Win Blockchain node network (the “Node Network”) and defines your rights and responsibilities for participating and interacting with the Node Network. The Charter also sets the rules for your relationship with other Node Operators working to help facilitate validation of transactions in the Node Network.

As an Oracle Node Operator of the Win Blockchain Node Network, you, whether a natural or a legal person interacting with the Node Network, accept and agree to act in good faith and be bound by this Charter, which acts as an agreement between you and anyone else that participates or otherwise interacts with the Node Network which shall be governed by the terms of the Node Network DGF Agreement (Section 7).

This Charter will govern the distribution of digital rewards to licensed Win Blockchain nodes and certain other blockchain governance matters for the Win Blockchain.

This Charter is made available under a Creative Commons license Attribution-ShareAlike 4.0 (https://creativecommons.org/licenses/by-sa/4.0/legalcode).

2. Applicable rules to the Oracle Node Network

The Charter lays out the basic principles required for participation in the Node Network , primarily:

1. The Win Blockchain Parameters (Section 5);
2. The Node Network (Section 6);
3. Node Network DGF Agreement (Section 7);
4. Community Guidelines (Section 8);
5. Node Network Governance Framework (Section 9); and
6. Node Network Mediation Body (Section 10).

3. Definitions

Bridge: means a smart contract enabling users to move Win Blockchain Tokens from one network to another network.

Connect: means a decentralized blockchain community, education platform and affiliate platform that makes it simple for people to connect to a blockchain.

DAO: means a Decentralized Autonomous Organization operating transparently on the Win Blockchain, wherein decisions are made through on-chain voting, with governance rules effectuated by smart contracts and decisions eventually executed automatically based on the outcome of the votes.

DGF: means the Distributed Governance Framework which is a blockchain coordination protocol based on open blockchain technology governed by a set of rules, with fluid affiliation through participation as a Node Operator, and that automatically executes certain actions without the need for intermediaries.

DGF Battery: consists of a set of Nodes, associated wallets, associated Win Rewards, and associated NFTs that are designated for the Win Blockchain community battery that is owned and governed by the Win DGF per Section 5.4 of this Charter. These nodes, wallets, Win Rewards, and NFTs, per their initial intent, can only be used to benefit the community and support the mission of the Win Node Network Community.

Distribution Algorithm: means the software code defining the parameters for the distribution of Win Blockchain digital rewards for the active participation of the Oracles operating with the RC Network.

Governance Framework: means the governance process(es) of the Node Network DGF.

Guardian(s): means Node Operator(s) that is/are eligible to rule upon disputes in the Node Network Mediation Body.

L2 Technology: means the software and accounting layer comprising the source code of the Node Network DGF, the Win Blockchain Network and the Smart Contract(s) built to operate with the RC Network.

L2 Technology License: means the license granted by an authorized license distributor to Node Operators to use the L2 Technology in relation to their node(s) operating with the RC Network to effect digital reward distribution.

Node Network Community Platforms: means the platforms used for regular communication by the Node Operators and managed by the Node Network DGF, including but not limited to the Node Network’s Discord server, Telegram group, Forum, DGF, Github repository (if any), online and offline gatherings and/or other groups and platforms of the Node Network.

Node Network DGF: means a DGF constituted by Node Operators, with the aim of allowing the governance of the Node Network’s tools, the features of the Distribution Algorithm(s), the L2 Network infrastructure and other common resources, wherein the Node Network DGF is governed by Node Operators acting in accordance with the Node Network governance processes.  

Node Network Governance Committee: means the committee (otherwise known as the Win Community Council) that may be elected by the Node Network DGF to approve and/or make Proposals with respect to the governance of the Node Network DGF, including operational maintenance of an associated Win Blockchain-based DAO as directed by vote of the Win Node Network DGF.

Node Network Mediation Body: means a dispute resolution mechanism governed by Win Blockchain node owner/operators and Token(s) Holder(s).

Node Network Parameters: means the current parameters of Smart Contracts, Distribution Algorithm and L2 Technology governed by the Node Network DGF, which can be modified without amending the source code of the Smart Contracts and/or Distribution Algorithm.

Node Operators: means the person(s) or entities having installed the software to operate nodes facilitating transactions in the RC Network as an owner of an L2 Technology License.

Off-Chain: means any action or data entry that is not recorded on a blockchain or other type of distributed ledger where the Smart Contract (or version of it) is deployed, interfaced with or connected to so as to have verifiable and tamper-proof records confirmed by an Oracle and facilitated for validation by the RC Network.

On-Chain: refers to any action or data entry that is recorded on a blockchain or other type of distributed ledger where the Smart Contract (or version of it) is deployed, interfaced with or connected to so as to have verifiable and tamper-proof records validated on the RC Network.

Oracle: means the person, entity, or coded intelligence performing arbiter functionality and confirming any Off-Chain data, action or interaction with the RC Network and facilitating validation of this data on the RC Network in operation with the L2 Technology.

Oracle Network or “L2 Network”: means the network of Oracle(s) performing arbiter functionality that are operably active with the RC Network as facilitated, inter alia, by the L2 Technology.

Oracle Node: means a licensed node providing input data,  and/or confirming data, information or actions and/or acting as Oracle and performing arbiter functionality operating with the RC Network and the L2 Technology to facilitate data validation on the RC Network.

Other Blockchain Networks: means another blockchain network, such as the blockchain referred to as “Ethereum” made available by the owner of the Ethereum trademark, the Ethereum Foundation (Stiftung Ethereum). In the future, this could include still other blockchain networks, such as the Binance blockchain or other networks.

Participant(s): means any Node Operator participating in the Node Network DGF using L2 Technology or Node Network Community Platforms.

Proposal(s): means any suggested amendment to this Charter, the Smart Contracts, the Node Network Governance Framework, Network Parameters, or any agreements of the Node Network.

Proposer or “Proposal(s) Initiator” means a Node Operator submitting a proposal for vote by the Node Network community under the auspices of the Node Network DGF.

Reward Chain (“RC”) Network: means a distributed network of Validator Nodes that maintain an accessible bidirectional communication channel open between the RC Network and the L2 Network using a proof-of-authority consensus mechanism to achieve distributed agreement about the state of the RC Network (also known as a blockchain).

Smart Contract: means a computer-interpreted source code deployed on the RC Network and performing functions including issuing the Win Blockchain Tokens and/or the Win Blockchain NFTs and whose private keys are controlled by the Node Network DGF.

Validator Node: means a node that forms part of the RC Network using its computational power and software resources to provide Verifiable Randomness Function and to ensure that the bidirectional communication channel open between the RC Network and the L2 Technology remains open at any point in time without any central authority being able to close the gate.

Verifiable Randomness Function (VRF): means a public-key using pseudo-random function that provides proofs that its outputs were calculated correctly.

Win Blockchain: means the accepted colloquial term used to refer to the Win Blockchain community, the Win Blockchain, the Win Blockchain Project, the Win Blockchain digital reward(s) or Win Blockchain Token(s).  The term Win Blockchain should be read and understood in context.

Win Blockchain Native Token: means Win Blockchain digital rewards on the RC.

Win Blockchain ERC-20: means Win Blockchain digital rewards issued according to the ERC-20 standard associated with the Ethereum Network or Other Blockchain Networks.

Win Node: means Oracle Node software installed and operated by Node Operators.

Win LiteNode: means a simple license for Win Oracle Node software eligible to earn Win digital rewards when operated by Win Node Operators.

Win SmartNode^TM: means an enhanced license for Win Oracle Node software eligible to earn Win digital rewards and other rewards and benefits, when operated by Win Node Operators, according to set parameters to facilitate data validation on the RC Network.

Win Blockchain NFT(s): means non-fungible tokens or other digital unique and irreplaceable rewards issued to the Oracles and/or Win Blockchain Token Holders.

Win Blockchain NFT(s) Holder(s): means any entity or person that owns or controls a wallet containing a Win Blockchain NFT.

Win Blockchain Token(s): means the Native Token of the RC Network, i.e., a transferable utility token allowing remittance for transaction fees on the RC Network.

Win Blockchain Token(s) Holder(s): means any entity or person that owns or controls a wallet with a positive balance of Win Blockchain Tokens.

4. General principles

As a Node Operator, you hereby understand and agree that you are fully part of the Node Network DGF, and bear shared responsibility with other Node Operators for the operation of the RC Network as well as for the decisions taken by the Node Network DGF and their proper implementation.  You recognize your participation in the Node Network DGF is required to help ensure the security, maintenance, update and improvement of the RC Network, including ensuring that the intellectual property rights to the source code are respected, and also entrusted with part of the transaction fees of the RC Network in order to ensure its proper maintenance, update and security.  Moreover, you acknowledge your shared responsibility to help ensure that distribution rights of the DGF Battery are respected, and your participation is required to help maintain on-chain traceability of battery assets and ensure that DGF control over battery asset distribution remains decentralized and facilitated only in conjunction with Proposals duly enacted through DGF vote. The Node Network DGF, via Node Governance Sarl and/or as directed by the Node Network Governance Committee (Community Council), may contract with agents to operate technically on its behalf.

You acknowledge that Node Governance SARL’s role is solely to provide a general software framework for the structuring and governance of the RC Network through a Distributed Governance Framework composed of Node Operators (the “Node Network DGF”).

Node Governance SARL is not part of the Node Network DGF, has no control over the RC Network source code, or the Node Network DGF, neither directly nor indirectly, and shall not be held liable in any way for the actions or negligence or failures or damages caused by the Node Network DGF, which is fully independent and autonomous from Node Governance SARL. Node Governance SARL may enter into agreements to act on behalf of the Node Network DGF, including as directed by the Node Network Governance Committee (Community Council), in such instance, any action taken by Node Governance SARL is executed only under the direction and authority of the Node Network DGF.  You hereby waive any right or claim towards Node Governance SARL resulting from the operation of the Node Network and/or your participation in the Node Network DGF.

Node Governance SARL and the Node Network DGF are fully independent from each other, and the Node Network DGF is fully decentralized and is not controlled, directly or indirectly, by Node Governance SARL. Therefore, except for tasks that may be delegated to Node Governance SARL by the Node Network DGF through a vote (in which case its liability shall be limited to fraud), Node Governance SARL shall have no liability for the outcome of the votes and/or for the decisions taken and/or actions rewarded by the Node Network DGF which is fully decentralized.

Except for any indemnification obligations or specific liability set out in this Charter, the liability of any natural or legal person that has drafted any part of this Charter or supported the initiation of this Charter or of the RC Network, each employee, advisor, or member of a governing body of the Node Network DGF, such as the Node Network Governance Committee (Community Council), or a member of Node Governance SARL and each natural or legal person interacting with the RC Network shall be limited to the fullest extent permitted by applicable law. Any residual liability resulting from the mandatory law of each of the aforementioned is several and not joint and each of the aforementioned shall be liable only for its obligations (and not those of anyone else) under this Charter or in connection with this Charter or with the RC Network.

Unless effectuated by vote of the Node Network DGF, no Party participating or interacting with the RC Network shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of anyone else participating or interacting with the RC Network or to bind anyone else to any contract, agreement, or undertaking.

To the fullest extent permitted by applicable law, in no event shall Node Governance SARL and/or the Node Network Governance Committee (Community Council) be held liable for damages of any kind, under any legal theory, or be held liable of any breach of law or regulations arising out of or in connection with node-related operations, transaction validation and/or use, making available the L2 Technology, participating or interacting with the RC Network and/or decisions taken by the Node Network DGF, including any direct, indirect, special, incidental, or consequential damages, including but not limited to, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill or loss of data, even if foreseeable.

Node Operators agree that they are liable for the operation of the Node Network DGF and for the actions taken by it.

Except as otherwise set out in this Charter, any claims, disputes or controversies arising out of this Charter or in connection with the access, interaction, use or governance of the Node Network or in connection with the L2 Technology License, the node operation and/or with any relationship among the Node Operators or anyone else interacting with the Node Network shall be settled:

• By mutual agreement between the parties through the Node Network Mediation Body;
• If no mutual agreement can be reached, by the courts of Lausanne (Switzerland).

This Charter shall be governed by and construed and enforced in accordance with the laws of Switzerland.

5. The Win Blockchain Parameters

5.1 Validator Nodes

Validator Nodes on the RC Network are rewarded in Win Blockchain Tokens paid as transaction fees.

5.2 Reward Distribution

Licensed Oracle Nodes that operate, according to set parameters, with the L2 Technology to facilitate data validation on the RC Network are rewarded in Win Blockchain digital rewards. To receive rewards, Oracle Node Operators must have a working wallet identified on the Node Network.

The Node Network DGF shall be exclusively entrusted with the delineation of the Node Network Parameters which might give rise to rewards in Win Blockchain Tokens, as well as for defining the parameters of the Distribution Algorithm and the level of rewards.  

The Node Network DGF is also responsible to define the terms and the scope of any Smart Contract issuing the Win Blockchain Tokens and controls the private key of such Smart Contract. Win digital reward amounts, as summarized herein, may be approximate due to limitations of precision/decimals of the Win Token, rounding, or amounts allocated for network transaction fees required to execute the daily distributions.  Visual depictions of Reward and NFT Distribution schema, as well as Daily Revenue Distribution protocol are set forth in Exhibit A.

The total supply of Win Blockchain Tokens is 50,000,000,000.  Win Blockchain Tokens are distributed on an annual halving schedule beginning October 1, 2022 (the “Halving Date”), with half of the total supply distributed in the first year and half of the remaining supply distributed each subsequent year, on or around the Halving Date taking into account leap year calculations, as shown below.

• Year 1: 25,000,000,000 tokens (50% distributed)
• Year 2: 12,500,000,000 tokens (75% distributed)
• Year 3: 6,250,000,000 tokens (87% distributed)
• Year 4: 3,125,000,000 tokens (93% distributed)
• Year 5: 1,562,500,000 tokens (96% distributed)
• The halving schedule continues until all tokens are distributed.

5.3 Node Operator Proof-of-Action Rewards

General Distribution Protocol

Distribution occurs, generally, as follows: A pre-set amount of Win Blockchain digital rewards, which may initially be in the form of points, is earned in accordance with the Win Blockchain Parameters herein.  The distribution Smart Contract helps calculate each Node Operator’s share of the total points earned each day and then assigns to each Node Operator the corresponding share of the total Win Blockchain digital reward allocated for distribution that day.

Each active Win Node Owner/Operator shall receive a share of the daily distribution based on the following actions:

LiteNodes

Distribution associated with LiteNode operation is correlated SmartNode price and point earning potential is expressed as a ratio of $25 divided by the current SmartNode Price, wherein the table below provides illustrative examples:

Boost NFTs

A Win SmartNode^TM owner/operator may connect each of their Win Brand SmartNodes to respective Boost NFTs. Win SmartNode^TM owner/operators may stack up to four (4) Boost NFTs per every one Win SmartNode^TM that they own/operate based on the number of Win SmartNodes they own as follows:

Should “Boosted” Win SmartNode(s) each be active and operated for at least six hours during a 24-hour period, action points may be earned that facilitate corresponding rewards through the daily distribution. Boost NFT stacking is subject to rules and policies that may be established and modified by the Node Network DGF, as directed by the Node Network Governance Committee (Community Council) from time to time.

To the extent that Win 6-Month Boost NFTs may have been previously introduced and sold, the sale of 6-Month Boost NFTs shall end forthwith and be replaced by the Foundations SmartNode^TM Boost NFT program and the BlockBot^TM Boost program. Previously purchased 6-Month Boost NFTs may still be activated and fulfilled in accordance with this charter.

Foundations SmartNode^TM Boost NFTs

A Win SmartNode^TM owner/operator may connect each of their Win Brand SmartNodes to respective 12-Month Foundations SmartNode^TM Boost NFTs. Multiple Foundations Boost NFTs may be stacked on a single Win SmartNode^TM according to Boost NFT stacking rules defined in this charter.

Blockbot to Win SmartNode^TM Connection

A Win SmartNode owner/operator may connect each of their Win Brand SmartNodes to respective BlockBots.  There is a one-for-one connection limit.  For example, a Win SmartNode owner/operator who owns three Win Brand SmartNodes may connect each of those Win Brand SmartNodes to one respective BlockBot, thereby resulting in three connected Win SmartNode/BlockBot pairs.  Should the Win SmartNode(s) and connected BlockBot(s) each be active and operated for at least six hours during a 24-hour period, action points may be earned that facilitate corresponding rewards through the daily distribution.

Distribution Timing

Distribution of the earned share of daily allocated Win digital rewards to a Node Operator’s identified wallet(s) may lag daily earnings by a period of time (not to exceed 5 days) during which distribution mechanisms executed via the L2 Technology in operation with the RC Network facilitate Win Blockchain Token distribution to any applicable wallet(s). All Win digital rewards which are not yet qualified for distribution under the distribution schedules herein or cannot be distributed for any reason may be held in reserve under control of the DGF and used solely for distribution to qualified Node Operators under the Win Blockchain Parameters established herein.

5.4 DGF Battery

As established by this Charter, a Win DGF Battery is implemented and held solely under the custody of the Node Network DGF. Node Governance SARL, as sanctioned by the DGF, may be authorized to act as Custodian of private keys associated with Battery wallets and may help maintain associated node operation, until the keys can be technically and securely transferred to the DGF. Battery wallets may be refilled, in part, by the rewards the nodes dedicated to them receive, wherein the nodes are owned by the DGF.

Battery Operation

The DGF Battery is a reserve of assets (comprising, among other things, Win Nodes, cryptographic wallets, Win digital rewards, and NFTs) that is owned and governed by the Win Decentralized Governance Framework (the "Win DGF”) as established by the Win Node Network Charter (this “Charter”). The DGF Battery should be leveraged to cover blockchain operational costs, support the development and adoption of the Win project, and fund other community-driven programs and initiatives to grow and strengthen the community. Protocol is set forth, as expounded further hereinbelow, on how the Win DGF Battery can be employed, by defining, inter alia, the maintenance, management, and utilization of the Win DGF Battery.

Battery Mission

The Win Blockchain project incurs various operational costs. The Win DGF Battery may enhance the project's sustainability, impact, and development. The DGF Battery should serve as a vital resource to cover operational costs and support community initiatives. The Win DGF retains exclusive ownership and control over the Win DGF Battery to ensure its proper management and utilization. Should additional Nodes be introduced to the Win DGF Battery, they would contribute to the network’s potential computational power, impacting daily rewards distribution. However, these rewards will be utilized in project sustainability, justifying any potential distribution fluctuations. The DGF Battery assets, such as nodes, wallets, digital rewards, and NFTs, per their initial intent, can only be used to benefit the Win community and support the mission of the Win project.

Acquisition of Battery Assets

The wallets associated with the Win DGF Battery may contain digital rewards, tokens, NFTs, or other assets. These wallets are refilled, in part, by the rewards the Nodes dedicated to them receive, wherein the Nodes are owned by the Win DGF. Additionally, the Win DGF Battery can be built up through network fees and other fees (e.g., proposal fees see Section 9 of the Charter) or donations. Moreover, it is proposed that any individual, entity or group can donate (e.g., Nodes or digital assets) to the Win DGF Battery. However, this voluntary action does not in any way entitle the donor to privileged treatment or authority from or over the Win DGF. Governance authority can only be exercised via proposal as established by the Charter.

Battery Nodes

Ten thousand (10,000) Win SmartNodes shall be assigned to the DGF Battery and shall receive daily distribution rewards that fund the DGF Battery and will distribute those rewards over time to active Node Operators who are Qualified and have met the conditions of the DGF Battery distribution for certain Win products, services and programs.  The 10,000 battery nodes will not participate in voting.

Management of the Battery’s Assets

To ensure the responsible management and long-term sustainability of the Win DGF Battery, the Win DGF can elect Node owner/operators to help manage, develop, and leverage the Win DGF Battery’s assets to the benefit of the Win project and community (i.e., help cover the Win project’s expenses and program obligations). The elected operators can work to efficiently facilitate the day-to-day management of the Win DGF Battery to enhance the Win project’s ability to achieve “Trustless and Equitable Asset Management” and potential “Asset Diversification.”  The elected node owner/operators may contemporaneously serve as members of, or work with, the Node Network Governance Committee (Community Council). Those elected to help manage the Battery will be granted limited access to the Win DGF Battery’s assets solely for prudent management, with stringent controls and oversight. This separation of roles and responsibilities aligns with the principles of trustless management, assuring the Win community that the DGF Battery’s assets are administered with the highest level of integrity and transparency.

Diversification of assets is critical to managing risk and preserving the long-term value of the Win DGF Battery.  Under the guidance and oversight of the DGF and Node Network Governance Committee (Community Council) a well-considered diversification strategy will be presented, over time, to and by community members for effectuation by vote of the DGF community.

Battery Usage Parameters

The Node Network Governance Committee (also known as the Win Community Council) shall be authorized by vote of the Node Network DGF to help manage distribution of DGF Battery rewards to accomplish goals and objectives aimed at growing and strengthening the community.  For example, objectives may include recruiting experienced and proven salespeople, encouraging the use of Win Brand products and services, stabilizing incentives such as HODLing, facilitating efficient market participation, increasing Win Brand product sales such as NFTs, and introducing bounty programs. It is anticipated that full establishment of such programs may require multiple iterations and the Node Network DGF shall therefore, by vote, provide the Community Council with a degree of operational latitude to test and learn to ensure ineffective strategies can be easily changed and adapted as needed, and then more effective strategies eventually ratified by vote of the Node Network DGF. This latitude is limited by testing parameters that must include: 1) a time duration with identified dates for any test; 2) an identified amount of battery assets being requested; and 3) a plan for measuring the success of the program. Moreover, testing parameters must be approved by Community Council Vote, wherein the majority of nodes in the network are represented with each Community Council Member’s vote weighted by the number of SmartNodes the Community Council member owns and operates.

All Community Council approved tests involving Battery assets must be submitted through any existing Foundations and DGF processes, policies, and procedures to ensure coordinated execution, fulfilment and transparency.

Reporting and Oversight

Node owner/operators who are elected to manage the DGF Battery, as members of, or in collaboration with, the Node Network Governance Committee (Community Council), as well as Node Governance SARL, may periodically produce reports to provide insights into the balance utilization and replenishment of the Win DGF Battery’s assets.

Battery Replenishment

In addition to rewards that may be distributed to the Battery  by nodes potentially assigned to the Battery, to ensure that the DGF community has the assets required to accomplish their goals, a percentage of revenue, such as revenue associated with Win Brand products and/or services or revenue from other sources associated with the DGF, may be assigned to transfer, purchase, acquire or otherwise be transmitted to the DGF Battery in order to replenish battery assets.

Additional Battery Guidance and Parameters

The Win DGF will retain the ability, through the proposal and voting process established by this Charter, to pass additional guidance and parameters that both the Node Network Governance Committee (Community Council) and associated additional managers of the DGF Battery must adhere to. This dynamic governance approach ensures that the Win project can adapt to changing circumstances and community preferences while maintaining robust oversight and control over the Win DGF Battery’s management.

This delegation of responsibility to the elected battery managers (who can contemporaneously be Win Community Council members), coupled with the flexibility to enact additional guidance through community-driven proposals, will reinforce the commitment to trustless and equitable management while optimizing asset diversification. It ensures the Win DGF Battery’s ability to fulfil its mission of supporting the Win project’s long-term sustainability and development while fostering confidence among Node Network DGF community members and potential exchange partners.

Droid Program

To foster community growth, an entry-level product (called a Droid) shall be funded by the DGF Battery with commissions, NFTs, and product credits, wherein the product may be offered for a limited time and may include a monthly subscription providing access to various features, and further wherein any Droid offerings funded by the DGF Battery shall be constrained by parameters set forth, inter alia, via the following publicly accessible website: https://support.connectunited.com.

Match NFT Program

To encourage market participation and facilitate adoption and usage of Win tokens, Match NFTs may be sold, wherein DGF Battery assets may be utilized to fulfill bonus offerings associated with Match NFT purchases.  The Match NFT Program shall have a limited duration to motivate early adoption and participation, wherein the duration shall be set under the guidance of the Win Node Network Governance Committee (Win Community Council).  The Match NFT bonus offerings funded by the DGF Battery shall be constrained by parameters set forth, inter alia, via the following publicly accessible website: https://support.connectunited.com

5.5 BlockBot Proof-of-Action Rewards

Win Blockchain Code for Win Blockchain-based Products and Services

Under the auspices of decentralization and as directed by the DGF community, each product and service launched via a DAO providing such product and/or service in operable association with the Win Blockchain may integrate with the Win Blockchain Code if appropriate and will track and reward users with product points that may earn a share of that product or service’s distribution from the DGF Battery. These products and services will also record a user’s date and time they purchased and the sooner a person purchases, potentially, the more points they may receive toward the product or service’s correlated portion of the distribution. For example, the earlier someone participates potentially the more points they may receive. Participating products and services will remit a percentage up to 100% of their revenue to help refill the DGF Battery as determined by the Node Network Governance Committee (Community Council).

Rewards for Impact BlockBots for New Win SmartNodes

For each distribution day, the amount of Win digital rewards to be distributed under this schedule shall be 31,250 Win digital rewards per qualifying Win SmartNode^TM license, up to 100 Win SmartNode^TM licenses, added to the network that day, wherein node license renewals do not count toward the total of up to 100 Win SmartNodeTM licenses added in a day.

Each time that half of the allocated Win digital rewards have been distributed, the rate of distribution for each qualifying Node license added to the network shall be halved and the next halving point shall be when half of the remaining allocation has been distributed. The halving calculation shall include all Win digital rewards distributed in correlation with the halving.

For example, once 12.5 billion Win digital rewards have been distributed under this schedule, the rate of distribution shall be halved to 15,625 Win digital rewards per qualifying Win SmartNode^TM license added to the network. Once an additional 6.25 billion Win digital rewards have been distributed, the rate of distribution shall be halved again to 7,812 Win digital rewards per qualifying Win SmartNode^TM license added to the network.

This distribution protocol shall continue in perpetuity or until all Win digital rewards allocated under this schedule have been distributed.

Visual depictions of Reward and NFT Distribution schema, as well as Daily Revenue Distribution protocol are set forth in Exhibit A.

Impact Blockchain Points and Blockchain Points

As pertaining to Impact Blockchain Points, a “Connection” means a person who has purchased at least one Win Blockchain-based product or service and is a member of their personal Impact Blockchain for the daily distribution period. A personal “Impact Blockchain” is the chain of people a community member helps bring into the DGF community; it is the community member’s connection lineage (the people that come into the DGF community because the community member or someone the community member helped share the Win project with joined).  A community member’s personal Impact Blockchain is how, in some respects, the community member impacts the Win blockchain project (the community member’s stamp on the community.  A “Block 1 Connection” means a person directly linked as referred by the community member in their personal Impact Blockchain for the daily distribution period. A Block 2 Connection is directly referred by the community member’s Block 1 Connections and so on. The sum of all Connections through this process is a community member’s personal Impact Blockchain, and Connections may earn qualified user Impact Blockchain Points. A person who has not purchased a Win Blockchain-based product or service is considered a “Lead” and shall not be cryptographically tied as a Connection until the purchase takes place and the purchaser receives a Block Number.

As pertaining to Blockchain Points, it is proposed that a “Win Blockchain Community Member” means someone in the Win Blockchain who has purchased a Win Blockchain-based product or services and received an assigned Block Number. Qualified lower-Block-Number-community-members may earn Blockchain Points for higher-Block-Number-community-member’s actions. This process is sequential based on date and time of purchase, and the sooner one becomes a Win Blockchain Community Member, the lower their Block Number, and the more Blockchain Points they may be eligible to receive for those who join the Genesis Block Number Program thereafter.

Impact BlockBot

A Node owner/operator may qualify as an Impact BlockBot by completing all of the following:

• Operating an active Win SmartNodeTM for at least six (6) hours during a calendar day.
• Directly referring two or more Block 1 Connections who purchase and operate an active Win SmartNodeTM.
• Directly referring the purchase of 4 Win SmartNodes to Block 1 Connections.
• Maintaining $10,000 USD value in proceeds from transactions between you and your Block 1 Connections in the previous 12 months.
• Meet Active Impact BlockBot requirements:
  • $1,000 USD value per month in proceeds by anyone in your Impact Blockchain where the community member would have received the 1st Block Reward.

    or

• Achieve $25,000 USD value in a single month in proceeds in personal sales to Block 1 Connections which qualifies a user as active for 12 months.

Complying with all terms of the Win Impact BlockBot Program and applicable DAO-provided Terms of Service.

Action Point Distribution Schedule and Impact Scoring

Qualified Impact BlockBots may qualify to receive a share of the Win digital rewards distributed daily for BlockBot Proof-of-Action Rewards based on the following actions

Impact Blockchain points are awarded for a Node Owner/Operator’s personal activities and qualifying activities by members of the Node Owner/Operator’s personal Impact Blockchain for the daily distribution period.

Blockchain points are awarded for qualifying activities by members of a Node Owner/Operator’s personal Impact Blockchain with an assigned Block Number greater than the Node Owner/Operator’s assigned Block Number for the daily distribution period. Blockchain points may be adjusted by a Continuous Improvement Score applicable to the Node Owner/Operator (described later in this section).

By qualifying as an active Impact BlockBot, a Node Owner/Operator will receive both a Daily Impact Score (or Daily Win Score) and Complete Impact Score (or Complete Win Score). These scores are calculated daily based on the history of the Node Owner/Operator’s accumulated action points and the accumulated action points for all Impact BlockBots. The scoring is described later in this section.

Every day, all active Impact BlockBots will be ranked based on their Complete Impact Score for the day with higher scores receiving a higher rank. Rank 1 is the highest, followed by Rank 2 as the second highest, Rank 3 as the third highest and so on.

Each Impact BlockBot may qualify in one or more of four Proof-of-Action Reward Blocks:

Top 50 Block – The top 50 highest ranked Impact BlockBots.

Top 500 Block – The top 500 highest ranked Impact BlockBots.

Top 5,000 Block – The top 5,000 highest ranked Impact BlockBots.

Top 50,000 Block – The top 50,000 highest ranked Impact BlockBots.

An Impact BlockBot may qualify in multiple reward blocks. For example, an Impact BlockBot ranked 325 will qualify in the top 500, top 5,000, and top 50,000.

Each of the four reward blocks will be allocated 12.5% of the Win digital rewards to be distributed for Impact BlockBot Proof-of-Action Rewards on a given day.

For each reward block, each Impact BlockBot qualifying for the block shall receive a share of the Win digital rewards allocated to the reward block which is equal to the ratio/percentage of their same-day Complete Impact Score divided by the sum of all same-day Complete Impact Scores of all Impact BlockBots qualified in the reward block.

For example, using only the Complete Impact Scores calculated for a given distribution day, if the sum of Complete Impact Scores for all Impact BlockBots in the reward block was 2500.0, an Impact BlockBot in the reward block with a Complete Impact Score of 25.0 would receive 1% (25.0 / 2500.0) of the Win digital rewards allocated to the block. An Impact BlockBot with a Complete Impact Score of 50.0 in the same reward block would receive 2% (50.0 / 2500.0) of the Win digital rewards allocated to the reward block.

Daily Impact Score (or Daily Win Score)

Daily Impact Score is a score from 0 to 100 which is calculated daily based on action points earned during five different time periods (inclusive of the distribution day):

Up to 50 points of your score is based on action points earned during the distribution day.

Up to 20 points of your score is based on action points earned in the previous week (7 days).

Up to 15 points of your score is based on action points earned in the previous month (30 days).

Up to 10 points of your score is based on action points earned in the previous year (365 days).

Up to 5 points of your score is based on all action points earned (all-time).

The points contributed to a Node Owner/Operator’s Daily Impact Score will be the Node Owner/Operator’s total action points within each time period, or the maximum points (if lower), multiplied by a score multiplier (up to 100%) determined by how the Node Owner/Operator’s total action points rank when compared with the total action points for all Impact BlockBots in the same look-back time period.

A Node Owner/Operator’s score multiplier for each time period is 100% minus the percentage of Impact BlockBots who ranked higher in total action points within the look-back time period.

For example, if a Node Owner/Operator’s total action points for a given day is 32 points and this is greater than all other Impact BlockBots, then the Node Owner/Operator’s score multiplier is 100% for the daily portion of the Node Owner/Operator’s score and the Node Owner/Operator would receive 32 out of 50 points toward their Daily Impact Score.

Also, if a Node Owner/Operator’s total action points in the past week is 20 points or greater and 40% of all Impact BlockBots ranked higher in total action points in the past week, the Node Owner/Operator’s score multiplier is 60% for the weekly portion of the Node Owner/Operator’s score and the Node Owner/Operator would receive 12 out of 20 points toward their Daily Impact Score.

The same calculation is performed for the past month, past year and all-time action points. This is calculated every day and all 5 scores are added to determine a Node Owner/Operator’s Daily Impact Score from 0 to 100.

Complete Impact Score (or Complete Win Score)

A Complete Impact Score is a 30-day rolling average of a Node Owner/Operator’s Daily Impact Scores. This is calculated as the total of the Node Owner/Operator’s Daily Impact Scores in the past 30 days (inclusive of the distribution day) divided by 30. A Node Owner/Operator’s Complete Impact Score is recorded daily and used to determine the daily ranking for rewards distribution and voting.

Action Points Bonus

As an incentive for qualified users to grow and strengthen the community, there is a daily action points multiplier on adding and supporting Block 1 Connections as follows:

• 1st Block 1 Connection: 0%  bonus 
• 2nd Block 1 Connection: 5% bonus on the smaller of the two Block 1 Connections as measured by total actions points earned in their respective personal Impact Blockchain. 
• 3rd Block 1 Connection: 10% bonus on the smallest of the three Block 1 Connections, 5% on the next smallest, and 0% on the largest. 
• 4th Block 1 Connection: 15% bonus on the smallest of the four Block 1 Connections and so on. 
• 5th Block 1 Connection: 20% bonus on the smallest of the five Block 1 Connections and so on. 
• Starting with the 6th Connection Block and beyond, the multiplier will be capped at 20% and follow the same pattern.

Genesis Block Number Program

To ensure the community continually attracts global users who are interested in strengthening and growing the community, the first 2,525 block numbers are reserved as Genesis Block Numbers.

An Impact BlockBot may qualify and claim a Genesis Block Number when they and their Block 1 Connections refer a combined total of $1,000,000 in USD value of Win SmartNode^TM/Win BlockBot^TM sales in a rolling 12-month period.

Upon qualifying for a Genesis Block, an Impact BlockBot is reassigned the lowest available Genesis Block Number for their country until all their country’s Genesis Blocks have been claimed. The Genesis Block Number Program may be subject to the terms established by a DAO providing Win Blockchain-based products and services, as ratified by community vote.

Active Win Node (Definition)

Operating an active Win Node means operating the Win Node software with an active license on a supported computer or device which is connected to the network and contributing the minimum required time, power, processing, and/or storage, and meets the established minimum operating requirements. Each node must be online, connected and contributing to the network for a minimum of six (6) hours within the daily distribution period.

Direct Rewards (Definition)

Direct Rewards are cryptographic assets (such as USDT or Win digital rewards) earned for transactions completed within Community Council approved shopping carts, wherein all sales revenue is transacted on-chain through SmartFlow^TM.

Direct Rewards, USD Value

Regarding action points, earning $100 in Direct Rewards, shall mean earning a Direct Reward of a cryptographic asset (such as USDT or Win digital rewards) with an equivalent market value of $100 USD at the time of the transaction subject to Direct Reward rules and market value oracles established by the Win Blockchain. Prorated points will be awarded for all Direct Rewards (including amounts less than or more than $100 USD value).

Undistributed Tokens

All Win digital rewards released by smart contracts supporting the daily Win distribution which are not yet qualified for distribution under the distribution schedules herein or cannot be distributed for any technical or configuration reason may be held in reserve within wallet(s) under the control of the Node Network DGF, or under the control of Node Governance Sarl for the benefit of the DGF, wherein the Node Network DGF shall own the reserved wallet(s) and Win digital rewards, and further wherein such wallet(s) will be used solely for distribution to qualified Node Operators under the Win Parameters established in this Charter.

Continuous Improvement Score

The Continuous Improvement Score (CIS) provides an advantage to those who are actively building and growing the Win Blockchain community on a regular basis. Maintaining a higher CIS allows a Node Owner/Operator to earn a higher number of Blockchain Points daily.

Direct Rewards earnings (subject to the Win Blockchain Direct Rewards program) and node operations are used to determine the CIS.

For each day on or after being assigned a Block Number, a Node Owner/Operator may earn up to 10 daily Continuous Improvement Points (CIP) toward maintaining the Node Owner/Operator’s CIS. These are NOT “action” points and are not used directly as part of any action point total or calculation of Impact Scores.

Up to a maximum of 10 CIP may be earned across 4 categories daily as follows:

• Up to 5 points based on direct reward earnings for the current day.
• Up to 3 points based on direct reward earnings for the week (previous 7 days)
• Up to 2 points based on direct reward earnings for the month (previous 30 days)
• Up to 10 points based on the number of active Win SmartNodes a Node Owner operates for the current day.

To determine the daily CIP earned for the first 3 time-range categories, a Node Owner/Operator’s direct reward earnings are compared with the highest direct rewards earned over the same time-range by a single person who did not rank within the top 25 Complete Impact Scores (CWS) for the day.

This comparison shall be based on the total digital rewards earned (if all are the same type) or the equivalent USD Value for any digital reward (if any are differing types).

For each of the first 3 (time-range) categories, a Node Owner/Operator’s CIP earned shall be the lesser of the maximum points for the category or the maximum points for the category multiplied by the ratio of the Node Owner/Operator’s direct rewards divided by the highest direct rewards for the time range. For example, if a Node Owner/Operator earned 1.0 ETH today, and the top earner (not ranked in the top 25 CWS) earned 2.0 ETH, then the Node Owner/Operator would earn 50% of the 5-point category today (2.5 points).

In the fourth category, a Node Owner/Operator may earn 0.01 CIP daily for each active Win SmartNode^TM that the Node Owner operates that day.

A Node Owner/Operator’s total daily CIP shall be the lesser of 10 points or the sum of points earned today for each of the 4 categories.

A Node Owner/Operator’s daily CIP accumulates during each calendar month (up to 10 points for each calendar day). For example, during November a Node Owner/Operator may accumulate up to 300 CIP.

Starting on the day a Node Owner/Operator is first assigned a Block Number the Node Owner/Operator’s Continuous Improvement Score (CIS) shall be 100%.

A CIS is adjusted on the first day of every calendar month thereafter unless a Node Owner/Operator did not have an opportunity to accumulate CIP for the entire previous month. That is, a Node Owner/Operator shall be exempt from adjustment if the Node Owner/Operator first received a block number on any day after the 1^st day the previous month.

On the first day of every calendar month, every account with CIP recorded for the previous month shall be ranked from highest to lowest based on the sum of CIP earned during the previous calendar month.

A target CIP value shall be calculated as 50% of the highest CIP after excluding the top 25 CIP values for the previous month. Specifically, the target value shall be 50% of the CIP for the 26^th highest sum of CIP for the previous month. For example, if the 26^th highest CIP was 220, the target value shall be 110.

If less than 26 accounts have earned CIP in the previous month, then no adjustment to the CIS will be made.

A CIS shall be adjusted down or up based on how a Node Owner/Operator’s total CIP for the previous month compares to the target value.

• If a Node Owner/Operator’s total CIP is equal to the target value, no adjustment is made. The Node Owner/Operator’s CIS will remain unchanged for the current month.

• If a Node Owner/Operator’s total CIP is less than the target, then the Node Owner/Operator’s CIS will degrade by up to 1/10 of its current value. This adjustment shall be 1/10 of the amount the Node Owner/Operator’s CIP falls below the target value divided by the target value. The CIS can move toward 0% but can never reach 0%.

• If a Node Owner/Operator’s total CIP is greater than the target, then the Node Owner/Operator’s CIS will improve by up to one ninth (1/9) of its current value. This adjustment shall be 1/9 of the amount the Node Owner/Operator’s CIP exceeds the target value divided by the target value (not to exceed 1/9). The CIS can return to 100% but can never exceed 100%.

Examples:

• If a Node Owner/Operator’s total CIP is 30 and the target value is 80, then the Node Owner/Operator’s CIS falls below the target by 50 and the negative adjustment would be 1/10 * 50 / 80 (6.25 %). The CIS value would degrade by 6.25% of its current value. If the previous CIS were 80%, the new CIS would be 75% (80% - 80% * 6.25%).

• If a Node Owner/Operator’s total CIP was 160 and the target value was 100. Then the Node Owner/Operator’s CIP exceeds the target by 60 and the adjustment would be 1/9 * 60/100 (approximately 6.667%). If the previous CIS were 90%, the new CIS would be 96% (90% + 90% * 6.667%).

For each daily distribution period, the number of Blockchain points earned shall be the total unadjusted blockchain points (as defined in Table 2) multiplied by the current monthly Continuous Improvement Score (CIS).

For example, if Win Blockchain Community Members after a Node Owner/Operator in the Block Number Lineage (higher Block Numbers) earn a combined total of $365,000 (USD Value) in direct rewards, then the Node Owner/Operator would earn 10 Blockchain Points for the third action point according to Table 2 above. However, if the Node Owner/Operator’s Continuous Improvement Score has degraded to 60%, then the Node Owner/Operator would only receive 60% of the raw blockchain point and 6 Blockchain points would be recorded for the day (instead of 10). For all future action point calculations (look-back periods), the value 6 shall be used and not the initial/raw value of 10.

5.6 NFT Distribution and Transaction

Distribution of Non-Fungible Tokens (NFTs) may be effectuated via two different methods – random and direct distribution. Both are acceptable methods of minting, or otherwise enacting, NFTs on the Win blockchain. Unless stipulated in a Proposal setting forth the implementation of a particular NFT ratified by DGF community vote, the default distribution method will be the random distribution.

Random distribution for NFTs that affect daily distribution or DGF assets

It is proposed that Access Lists for random distribution types of NFTs shall be based on the number of Win digital rewards that each community member Win wallet HODLs. For every 25,000 rewards HODLed in a Win wallet or Elevate-integrated liquidity pool, the community member’s applicable wallet address will be admitted to the access list with one (1) point. A new Access List will be generated for each day of the NFT edition’s distribution until the supply is exhausted.

It is important to note that just because a Node Owner/Operator community member is on the Access List does not guarantee that they will receive an NFT. NFTs will be randomly allocated to those on the Access List while supply lasts. The more points a community member has, the better chance they have at being allocated an NFT, but this is not guaranteed so long as the NFT allocation is less than the number of parties on the Access List (i.e., supply < demand). There is no limit to the number of NFTs one Node Owner/Operator could be randomly allocated.

Illustrative Example

On day 1 of the NFT distribution, if Bob, a SmartNode^TM owner/operator, has 125,000 rewards in his wallet he will be admitted to the Flow NFT Access List with a point weighting of 5. Let’s say that four (4) other parties made it onto the Access List and the aggregate total points of Access List is 40. Bob would have a 5 / 40 (12.5%) chance per NFT to receive an NFT (see Figure 1).

Figure 1: Day 1 Access List

If, on day 2, Bob was to transfer an additional 250,000 rewards into his [Brand] wallet, bringing his total balance for that day to 375,000, then they’d be admitted to the day 2 access list with 15 points. Let’s say that no one else changed their balances, then total points on the Day 2 access list would be 50 points and Bob would have a 15 / 50 (30%) chance per NFT to receive an NFT (see Figure 2).

Figure 2: Day 3 Access List

Proposed NFT Distribution Flow

It is further proposed that NFTs shall be dropped through distribution with rewards and bonus rewards that unlock at randomized or fixed timeframes after receipt.  For example an NFT redeemable for 100 Win Digital Rewards + 25% bonus that unlocks 30 days later if a Node Owner/Operator HODLs shall be dropped through distribution. In addition, it is proposed that Win digital rewards may be allocated for product sales similar to what happens now with Win SmartNodes releasing rewards from the Win Battery, up to 100/day.

Distribution of NFT collections that do not affect daily distribution or DGF assets may be conducted as a Proposer best sees fit; including but not limited to the random distribution method.

5.7 Rewards Incentives for Selling and Growth

To help incentivize community growth and foster Win project sales, a product credit bonus program and updated selling system is implemented to increase rewards to the sellers. Accordingly, community members may be incentivized to proselytize project features, associated products, and services through the introduction of a selling program that includes:

Sell 4 Earn 1 initiative

Community members who sell four (4) of the same Community Council approved Win products can earn one (1) of the same product.  For example, if a community member is correctly enrolled to sell community products and that community member sells four Win SmartNodes, then that community member’s actions in selling those four nodes will earn the community member one Win SmartNode^TM.  The Sell 4 Earn 1 offers are available to anyone who is a Win Blockchain Community Member according to the applicable DAO Terms and Conditions.

BlockBot^TM Pro Initiative

A BlockBot^TM Pro product is introduced (at a price of $2,500, wherein the price can be modified by Community Council approval), and wherein the Blockbot^TM Pro includes a Partner Brand Foundations SmartNode^TM and a 12-month BlockBot^TM AI subscription. Features of a BlockBot^TM Pro are visually depicted in Exhibit B, attached hereto.

Transaction Rewards

The first 10% Transaction Reward and 10% 1st Block Reward shall have established payout protocol, wherein the payout will be received after a community member has sold their 4th BlockBot^TM Pro, which, if sold for $2,500 and if the enrolled community member has sold similar products to two (2) or more people, will qualify the community member as an Impact BlockBot, which will then earn the community member a 10% transaction reward and a 10% 1st Block Reward for those sales plus the enrolled community member would earn a BlockBot^TM Pro.  Accordingly, an enrolled community member shall receive a 25% product credit for each BlockBot^TM Pro sale and on their 4th sales those credits are converted into the earned BlockBot^TM Pro and issued to the community member who directly referred and facilitated the sales.

This program and system is provided to maximize the rewards that an enrolled community member can earn and helps drive everyone in the community who desires to refer and help facilitate at least 4 BlockBot^TM Pro sales in a repeatable fashion.  For all other Win products, the same 25% product credit for an enrolled community member’s first 4 sales will apply, and after the community member’s 4th sale of any Win Product the community member will receive one similar product for free.

Limitations

• The product credit reward is not transferable.

• Renewals do not qualify a community member for this program.

• There shall be a limit of available inventory to a max of four (4) per customer on all items inside of the applicable Win project shopping cart.

The Win Community Council shall have authority to modify operational aspects of this program to ensure it meets the needs of the community.

5.8 Node Transferability

Transfers to Charitable Organizations

To help incentivize a culture of giving among the community, the Node Network DGF and associated DAO, as initiated, administered and updated, as needed, by the Win Community Council, authorizes the transferability of Win SmartNodes under a limited framework.  Accordingly, Win DGF community members may only donate Win SmartNodes to a 501(c)(3) charitable organization duly qualified as a nonprofit entity recognized by the United State IRS that is exempt from federal income tax.  For the transfer of Win SmartNodes to be authorized by the Win Node Network under this Charter, the donation must also include all digital rewards and tokens (including NFTs) distributed to, originating from, or otherwise associated with, the donated nodes.

For example, should a Win community member desire to donate two Win SmartNodes to a 501(c)(3) charitable organization, and the two Win nodes each had 1,000,000 Win digital rewards distributed to them, then the Win Community member would need to include a total 2,000,000 combined Win digital rewards and/or Win Tokens along with the donation of the two Win SmartNodes, for the transfer to be authorized

Peer-to-Peer Transfers via Associated NFTs

To help strengthen and grow the Win community, the Node Network DGF and associated DAO, as initiated, administered and updated, as needed, by the Win Community Council, authorizes the transferability of Win SmartNodes under a limited framework.  Accordingly, Win DGF community members may choose to transfer their Node Licenses via an NFT-associated transfer using the following process:

• Activate a node ownership NFT associated with their licence indicating the intent to transfer
• Submit a node transfer request to the DGF
• Submit the transfer fee plus all rewards and NFTs mined by or otherwise distributed to the node(s) being transferred to the DGF
  • Transfer fee is equal to the original purchase price of the Node.
  • Transfer fees will fund the development of software and systems to support the transfer process, and will also be distributed to the DGF Battery.
•  The transfer will be processed and a new node NFT will be delivered to the receiver along with the node license and corresponding digital rewards.

Similar to the Node Transferability via Donation, the transfer must also include all digital rewards and tokens distributed to, originating from, or otherwise associated with, the donated nodes.

For example, should a Win community member desire to transfer two Win SmartNodes to another user, and the two Win nodes each had 1,000,000 Win digital rewards distributed to them, then the Win Community member would need to include a total 2,000,000 combined Win digital rewards and/or Win Tokens in addition to the transfer fee equal to the original purchase price, for the transfer to be authorized.

6. The Node Network

6.1. Guidelines

The guidelines in this section shall apply to all Proposals submitted to the Node Network DGF.

The guidelines in this section may be amended using the voting mechanism set forth in this Charter.

If any other terms in this Charter conflict with these guidelines, as set forth in Section 6, the latter shall take precedence for enforcement purposes.

6.2. Proposals

Proposals are governed by this Charter, or a future version of this Charter as amended in accordance with the terms of this Charter as well as by the Node Network DGF Agreement (Section 7).

Proposals must be submitted to the vote of the Node Network DGF using an interface of the L2 Technology and may therefore be subject to a L2 Technology License to be granted by Node Governance SARL.

Win Blockchain Tokens held on the Node Network DGF public address must not be used to influence Proposals or votes.

6.3. Proposal compliance

Proposals must comply with the following rules:

1. Proposals must be consistent with the Win Blockchain Parameters (Section 5), Community Guidelines (Section 8), and comply with the Node Network Governance Framework (Section 9), or a revised version of these documents approved as defined in the Charter by the Node Network DGF.
2. Proposal must not contain directly, by direct link, or indirectly any Non- Consensual Imagery (NCI), Child Abuse Imagery (CAI), threats of violence and incitement, hate speech, bullying and harassment, sexual or human exploitation, illegal or certain regulated activities or matters, malware, spyware, or material that is owned via copyright, trademark or otherwise by someone other than one of the Proposal Initiator(s) (unless use of said material is permitted by the copyright owner or otherwise protected under other legal standards).
3. Proposals must be accompanied by the following information in human readable language (English):
   1. The name(s) and/or username(s) and/or public address of the Initiator(s) of the proposal. The Initiator(s) should be the primary point of contact for any questions or comments regarding the Proposal.
   2. The Initiator’s preferred contact method in case anyone has questions or comments regarding the Proposal.
   3. An accurate summary of the Proposal in 280 words or less.
   4. A rationale section detailing the Initiator’s reason(s) for creating the Proposal.
   5. An accurate, long-form description of what the Proposal will do if enacted, including the collective benefit for the Node Network DGF.
   6. The limitations of any benefits mentioned above or otherwise unaddressed areas of the problem space or possibility space.
   7. A section acknowledging, by title and Initiator(s), any similar or related prior work known to the Proposal Initiator(s).
4. If the Proposal amends one or more Smart Contracts, then a security audit report of the proposed amendment may be carried out and deemed approved. The Proposal shall anticipate a means for paying for audit.
5. The requirements set forth in the Node Network Governance Framework (Section 9).

6.4. Disputes

• Disputes over any Proposal relying on this Charter must be resolved by the Node Network Mediation Body.
• Other disputes between Node Operators should be resolved according to the Community Guidelines (Section 8) or by the following incremental processes as needed: dialogue, facilitation, mediation through Node Network Mediation Body.

6.5. Representation & Warranties

1. Node Operators and other participants or natural or legal persons that interact with the Node Network represent and warrant that:
   1. They can be legally bound by this Charter according to their applicable laws;
   2. They can legally operate a node as part of the Node Network in their jurisdiction;
   3. They can legally receive Win Blockchain digital rewards, Win Tokens and/or Win Blockchain NFTs from a Smart Contract controlled by the Node Network DGF;
   4. Their participation to the Node Network DGF, confirmation, validation of transactions or interaction with the RC Network software is always in compliance with applicable laws, including but not limited to anti-corruption and anti-money laundering laws;
   5. They are solely responsible to comply with all applicable laws and regulations, including, but not limited to the reporting and payment of income tax, social security, wealth tax or similar taxes that may be due, in accordance with tax laws and regulations applicable to any jurisdiction legally pertinent to the Node Operator, as a result of their participation in the Node Network DGF and receipt of the Win Blockchain digital rewards, Win Tokens and/or Win Blockchain NFTs;
   6. They understand Blockchain technology and distributed-ledger technology in general is untested and outside anyone’s exclusive control, and adverse changes in market forces or the technology, broadly construed, may affect the proper performance of the RC Network and/or L2 Technology interfaced with it;
   7. They understand the governance procedures and applicable rules of the Node Network and especially the Smart Contract(s)’ functioning and limitations;
   8. They understand the risks associated with the use of blockchain, crypto-assets and therefore the Node Network, which they agree to take at their sole responsibility, including but not limited to risks associated with:
      1. RC Network or other networks (e.g., Ethereum) source code or Smart Contract malfunction or error (or any other protocol used);
      2. Unfavorable regulatory actions in one or more jurisdictions against the Node Operators;
      3. Theft and hacking of Win Blockchain Tokens or data resulting from defects in the source code of RC Network and/or of the Smart Contract(s);
      4. Security weakness in the RC Network components or in the Smart Contract;
      5. Weaknesses or exploitable breakthroughs in the field of cryptography, including through quantum technologies;
      6. A Smart Contract may be subject to fraud and/or failures and/or include weaknesses and/or bugs;
      7. The tax treatment of cryptographic assets is uncertain and there may be adverse tax consequences when participating to or interacting with the Node Network, operating a node and/or holding any Win Blockchain Token and/or Win Blockchain NFTs;
      8. Losing of credentials to access to a wallet results in the Win digital rewards, Win Blockchain Token and/or Win Blockchain NFTs stored in the wallet becoming unrecoverable and permanently lost;
      9. Uninsured losses;
      10. Internet transmission risks;
      11. Insufficient participation in the Node Network DGF;
      12. Unanticipated risks and force majeure.

6.6. Discharge of future claims

• To the fullest extent permitted by the applicable laws in Switzerland, each Node Operator agrees to indemnify, hold and defend the other Node Operators from and against all claims, liabilities, damages, judgments, losses, costs, expenses or fees (including reasonable attorneys' fees) that arise from or related to:
  1. your breach of this Charter;
  2. your use or interaction with the Node Network DGF;
  3. your Node operation and transaction validations;
  4. your wrongful or misleading transaction validation or any form of collusion on the RC Network;
  5. your interaction(s) with other Node Operators or third parties in the framework of the Node Network DGF.
• You agree that your interaction(s) with the Node Network DGF as well as with other Node Operators or third parties in the framework of the Node Network DGF is at your sole risk, especially acknowledging the risks described in this Node Network DGF Agreement (Section 7) (which are not meant to be exhaustive).

6.7. Legal personality

The Node Network does not have any legal personality.

However, all Node Operators will be part of the Node Network DGF and will be responsible for its proper functioning, including for the maintenance and security of the RC Network source code.

To be valid, notifications to the Node Network DGF shall be made via interface and made available by Node Governance SARL in accordance with the L2 Technology License to the attention of every Node Operator of the Node Network DGF.

6.8. Modifications to the Node Network DGF Charter

Node Operators may only modify the terms of this Charter as set forth in Section 9: The Node Network Governance Framework.

7. The Win Node Network DGF Agreement

7.1. Node Network DGF
The Node Operators form a simple governance body as part of the Win Node Network (the “Node Network DGF”).

The Node Network DGF is managed by Node Operators to the exclusion of any third party, including Node Governance SARL.

The Node Operators are collaborating through the Node Network DGF with the purpose of governing the Node Network, the RC Network source code and the Smart Contract(s) jointly.

Node Operators agree to entrust Node Governance SARL with the following tasks:

• Overseeing the genesis of the RC Network and attendant private keys that secure the RC Network; ensuring private keys are delivered to the parties responsible for custodying such keys; and certifying the foregoing to the Node Network DGF;
• Making Proposals, as advanced by the Node Network Governance Committee (Community Council), with respect to the improvement of the Node Network DGF, although such Proposals may also come from other parties;
• Implementing and enforcing decisions taken by the Node Network DGF when required to do so by the Node Network DGF;
• Facilitating the Node Network DGF’s organization of the Node Network Mediation Body, elections of the Guardian(s) and the implementation of the Mediation procedure;
• Submitting quarterly reports of these activities to the Node Network DGF;
• Holding certain private keys on behalf of the Node Network DGF that can be used to fix distributions of digital rewards that are not in accordance with the Node Network DGF rules (whether through malicious activity, software bug, or otherwise);
• Enabling ministerial corrections to distribution errors to ensure the Distribution Algorithm contained herein is carried out to the greatest extent possible without interruption to the immutability of the distribution; and
• Assuming responsibility of getting the Win Blockchain and associated Win Blockchain Tokens listed on various exchanges.

Delivery of Win Blockchain digital rewards, Win Blockchain Tokens and/or Win Blockchain NFTs shall be made available by a Smart Contract on a public address and governed by each Node Operator or Oracle based on their contribution to the Node Network DGF and as defined by the Distribution Algorithm.

Win Blockchain digital rewards, Win Blockchain Tokens and/or Win Blockchain NFTs cannot be held by any person or entity that resides or is otherwise established in a jurisdiction:

• in which applicable laws prohibit or otherwise restrict owning NFTs, tokens and/or digital rewards, or transacting therewith, or in which public authorities inflicted administrative or criminal sanctions which result in a prohibition of specific activities involving tokens, such as the People’s Republic of China;
• In which NFTs, tokens and/or digital rewards are deemed securities and/or in which their issuance would require the Node Network to comply with financial regulations, notably any filings and authorizations required thereby;
• Which is subject to economic and financial sanctions as imposed by the United Nations and transposed by an ordinance adopted by the Federal Council under the Federal Act on the Implementation of International Sanctions, such as Russia;
• Which is blacklisted by a national regulatory Financial Action Task Force.

(all the foregoing hereinafter referred to as “Restricted Jurisdiction(s)”).

THEREFORE, EACH NODE OPERATOR AND ORACLE REPRESENTS AND WARRANTS THAT:

• he/she/it is not residing or otherwise established in a Restricted Jurisdiction;
• he/she/it is not acting on behalf of a person or entity established in a Restricted Jurisdiction;
• he/she/it will not redistribute this Node Network DGF Agreement or any other related marketing materials in a Restricted Jurisdiction;
• that he/she/it will not transfer the Win Blockchain digital rewards, Win Blockchain Tokens nor Win Blockchain NFTs to anyone residing or otherwise established in a Restricted Jurisdiction.

IF THE NODE NETWORK DGF BECOMES AWARE THAT A NODE OPERATOR OR AN ORACLE RESIDES OR IS OTHERWISE ESTABLISHED IN A RESTRICTED JURISDICTION, INSTRUCTS TO TRANSFER THE WIN BLOCKCHAIN NFTs OR THE WIN BLOCKCHAIN TOKENS TO AN ACCOUNT LOCATED IN A RESTRICTED JURISDICTION, OR INTENDS TO TRANSFER THE WIN BLOCKCHAIN NFTs OR THE WIN BLOCKCHAIN TOKENS TO SOMEONE RESIDING OR OTHERWISE ESTABLISHED IN A RESTRICTED JURISDICTION, THE NODE NETWORK DGF WILL IMMEDIATELY GATHER TO DECIDE ON A SOLUTION, WHICH, IN THE EVENT THE SITUATION CANNOT BE SOLVED, WILL RESULT IN THE EXCLUSION OF THE NODE OPERATOR FROM THE NODE NETWORK DGF. THE NODE OPERATOR SUBJECT TO THE EXCLUSION VOTE WILL NOT BE ALLOWED TO VOTE ON THIS PROPOSAL.

IN THE EVENT OF EXCLUSION OF THE NODE OPERATOR FROM THE NODE NETWORK DGF, THE LICENSE TO OPERATE A NODE ON THE NODE NETWORK WILL BE AUTOMATICALLY TERMINATED WITHOUT ANY REFUND TO THE NODE OPERATOR.

Any Node Operator can submit a Proposal to the Node Network DGF and/or call for a meeting of the Node Network DGF by posting a notification specifying the date, hour, and topic of such meeting (“Invitation”). Meetings are by default held online, through an interface made available by Node Governance SARL as part of the L2 Technology License.

It is the responsibility of each Node Operator to follow the notifications on his/her account and to update the contact details.

7.2. Representation

Node Operators recognize that, through a Proposal putting forward a slate of one or more nominees, wherein the nominees are themselves Node Operators, a Node Network Governance Committee (Community Council) shall be selected by vote of the Node Operators comprising the Win Blockchain Node Network, and further wherein the Node Network Governance Committee (Community Council) may act as representative of the Node Network DGF towards third parties and, in accordance with the formal establishment of this Win Blockchain Node Network Charter, the Node Network Governance Committee (Community Council), by vote of the Node Network DGF, is granted a mandate to exercise authority to validly negotiate the terms and engage the Node Network DGF towards third parties.

WIN BLOCKCHAIN NODE NETWORK GOVERNANCE COMMITTEE (COMMUNITY COUNCIL) SHALL EXECUTE ITS REPRESENTATIVE ROLE IN ACCORDANCE WITH THE DECISION-MAKING PROCESS DEFINED HEREIN AND IS RESPONSIBLE FOR IMPLEMENTING DECISIONS TAKEN BY THE NODE NETWORK DGF IN ITS REPRESENTATIVE CAPACITY IN ACCORDANCE WITH THE DECISION-MAKING PROCESS.

The Win Blockchain Node Network Governance Committee (Community Council) shall provide the Node Network DGF with a regular report of actions, not less frequent than twice per year, including details about the number of Node Operators having joined the Node Network DGF, the main decisions taken by the Node Network DGF and the state of their implementation. The Win Blockchain Node Network Governance Committee (Community Council), when in place, shall oversee provision of Bridge functionality available via an interface initially provided by Node Governance SARL.  There may be fees associated with utilization of provided Bridge functionality. Such bridge fees shall ultimately be transmitted to a cryptographic wallet (the Bridge Fee Receiver Wallet) controlled by the Node Network DGF, wherein the Node Network Governance Committee (Community Council) shall direct operation of the wallet for the benefit of the DGF.  Any distributions from the Bridge Fee Receiver Wallet shall be determined by future Proposal(s) proffered by Node Operators in accordance with DGF protocol.

Win Blockchain Node Network Governance Committee (Community Council) may at any time be revoked as representative by a decision and vote of the Node Network DGF or terminate its Node Network representative mandate at any time. In the event of termination of the representative mandate, the Node Network DGF may appoint another representative by vote.

The representative function of Win Blockchain Node Network Governance Committee (Community Council) pursuant to this Section 7 does not entrust the Win Blockchain Node Network Governance Committee (Community Council) to receive notifications on behalf of the Node Operators of the RC Network.

7.3. Termination

Node Operators may leave the Node Network DGF at any time by terminating their Node license.

In such an event, the Node Owner/Operator shall only be responsible for decisions taken by the Node Network DGF up until the termination of the license. A Node license termination means an official end to the legal permission to access, install, or operate the Node Software.  This cancellation may be effectuated by the Node Owner/Operator by stopping use of the software and uninstalling it and destroying any associated copies or confidential data.  Termination may also be triggered by a breach of Terms of Service, non-payment, or expiration.

7.4. Loyalty

Node Operators shall always act with loyalty towards the Node Network DGF. They shall refrain from any activities which could be deemed detrimental or disparaging to the Node Network DGF and/or the RC Network source code or the L2 Technology.

If a Node Operator suspects another Node Operator of any activity which is contrary to this Section 7, he/she/it shall immediately initiate a meeting of Node Network Mediation Body (via the process set forth in Section 10) to decide on the issue, including a potential ban of the suspected Node Operator. The Node Operator whose activity is at issue cannot vote at the occasion of such meeting.

7.5. Expenses

The Node Operators agree that the expenses of Node Governance SARL for its representative role shall initially be covered by the applicable Win Blockchain DAO for the benefit of the Win Blockchain Node Network DGF, and, when Win Blockchain Blockchain transaction volume is sufficient, shall be covered by the Node Network DGF, either in Win Blockchain Oracle Nodes, in Win Blockchain NFTs, in Win Blockchain Tokens or in Win digital rewards, as may be distributed from the DGF Battery in accordance with a Node Network DGF vote to institute the same. 

Transaction fees that may go to the DGF Battery for the maintenance, security, improvement or update of the RC Network source code shall be decided by the Node Network DGF in accordance with the Node Network Governance Framework.

7.6. Confidentiality

As used in this Node Network DGF Agreement, “Confidential Information” means all non-public information, data or material disclosed by or relating to the Node Network DGF, RC Network and/or the L2 Technology that are designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation:

• All data and information relating to the Node Network DGF;
• All non-public information relating to the RC Network and/or the L2 technology;
• All non-public information relating business plans, business strategies, promotional and marketing activities, fundraising activities, finances, codes, algorithms and other business affairs; and
• All third-party information that the Node Network DGF shall keep confidential. Confidential Information which may be contained in tangible materials, such as designs, data, specifications, reports and computer programs, codes or may be in the nature of unwritten knowledge.

Confidential Information does not include any information that:

• is or becomes publicly available without breach of this Node Network DGF Agreement,
• can be shown by documentation to have been known to the Node Operators at the time of its receipt,
• is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or
• can be shown by documentation to have been independently developed by the Node Operators without reference to any Confidential Information (including Proprietary Information, as defined below).

NODE OPERATORS MAY USE CONFIDENTIAL INFORMATION ONLY IN PURSUIT OF THE PURPOSES OF THE NODE NETWORK DGF.

Except as expressly provided in this Node Network DGF Agreement, Node Operators will not disclose Confidential Information to anyone without the Node Network DGF’s prior consent, wherein consent may be manifest by vote regarding the specific Confidential Information. Node Operators will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential. Information, including, at a minimum, those measures he or she takes to protect his own Confidential Information of a similar nature. Node Operators will segregate Confidential Information from the confidential materials of third parties to prevent commingling.

Node Operators will hold in confidence and not directly or indirectly use or disclose to any third parties, both during and after the Node Operators relationship with the Node Network DGF, any Confidential Information that Node Operators obtain or create during the participation to the Node Network DGF, except to the extent authorized by the Node Network DGF, or until such Confidential Information becomes generally known. Node Operators agree not to make copies of such Confidential Information, except as authorized by the Node Network DGF. Upon termination of the Node Operator’s relationship with the Node Network DGF or upon an earlier request of the Node Network DGF, Node Operators will return or deliver to the Node Network DGF all tangible forms of such Confidential Information in the Node Operator’s possession or control, including but not limited to drawings, specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

7.7. Termination

THE NODE NETWORK DGF IS MADE FOR AN UNLIMITED DURATION.

The Node Network DGF will be terminated immediately in the following events:

1. A unanimous decision of all Node Operators;
2. Regulatory decision or judgement ordering the liquidation or dissolution of the Node Network DGF in a particular jurisdiction, but the termination shall only apply to such jurisdictions.

In the event of termination of the Node Network DGF, Node Operators shall endeavour to mutually agree on a split of the rights and assets of the Node Network DGF. In the event that Node Operators are unable to agree to a mutually agreeable separation, Node Operators agree that they will submit the case to the Node Network Mediation Body. Failing an agreement, Node Operators will remain joint holders of any rights and obligations of the Node Network DGF.

Node Operators agree and acknowledge that all confidentiality provisions shall remain binding after the termination of this Node Network DGF Agreement.

7.8. Amendment

The Node Network DGF Agreement, as established by this Charter, may be amended as set forth in Section 9.

7.9. Choice of law and jurisdiction

This Node Network DGF Agreement shall be governed by and construed in all respects in accordance with Swiss law. The Courts of Lausanne, Switzerland, shall have exclusive jurisdiction.

8. The Community Guidelines

8.1. Code of Conduct

Node Operators shall promote the rules incorporated in the Community Guidelines and remain vigilant on any behavior which is in violation of the foregoing.

8.2. Values

The Node Network DGF is based on the values of business ethics, inclusivity, diversity, representation and respect.

8.3. Guidelines for Behavior

Node Operators that participate in collusion may be banned by the Node Network DGF and their L2 Technology License granted by Node Governance SARL might be terminated with immediate effect.

Discrimination and harassment policies

Discrimination, harassment and insulting in any form are strictly prohibited according to the laws of the jurisdictions where Node Operators operate.

Communication rules

The Node Operators shall be respectful and courteous towards each other. They must behave with the highest integrity standards. They must accept the results of the votes, unless there was fraud in the voting process.

8.4. Reporting

In order to report a violation of the Community Guidelines, the Node Operators may send a notice to the Node Network Governance Committee (Community Council) via the means set forth in Section 9.1.

8.5. Disciplinary process

Any report regarding a potential breach of the Community Guidelines will be investigated thoroughly by the Node Network Governance Committee (Community Council), and may result in a warning, written warning, final written warning, and, in the case of egregious misconduct subjecting the Node Network DGF to potential legal or financial liability, temporary or permanent ban and/or termination of the L2 Technology License.

9. The Node Network Governance Framework

The Node Network Governance Framework provides the fundamental rules for the Node Network Proposals process. It seeks to ensure the involvement of all the Node Operators in the decision- making process, and is based on the principles of transparency, inclusion and direct/participatory decision making. The Node Operators are encouraged to express their opinions and to propose innovations contributing to the DGF prosperity.

9.1. Node Network Governance Bodies

Win Community Council Node Network Governance Committee

The Node Network DGF may implement a Node Network Governance Committee also known as the Win Community Council to serve as the collective head of Node Network DGF and assume responsibility for organizing Proposal votes and executing DGF operations. The powers allotted to the Community Council by the DGF community are aimed at and restricted to accomplishing the goals and objectives of the DGF Community.  A primary purpose of the Community Council is to recruit support from Node Owner community members to help provide the resources necessary to accomplish the goals and objectives of the DGF community.

The members of the Node Network Governance Committee (Community Council) are to be elected by the Node Network DGF and installed by a majority vote of the Node Operators.

The members of the Node Network Governance Committee (Community Council) are elected for a one (1) year term of office, with no limit on the number of terms served. The Node Network Governance Committee (Community Council) should reflect Node Owner interests, and, therefore, the Community Council should include Council members directly representing a majority of Node Owners.  Accordingly, the top five (5) Node Owners shall be included on the initial slate of proposed Council members presented for ratification vote by the DGF community and shall hold Community Council Positions until resignation or voted removal.  All Council members shall have a vote in the Community Council that is weighted by the number of SmartNodes they own/operate in the Node Network. For a Community Council vote to pass in the affirmative, the vote must represent the interests of a majority of the Node Owners. While Community Council members are encouraged to personally cast votes on Community Council issues subject to and decided on by vote, Community Council members can assign an agent to vote on their behalf if the Community Council member is unable to personally participate in a Community Council vote.

In the same manner as their appointment, the members of the Node Network Governance Committee (Community Council) may be impeached via Proposal and subsequent majority vote of the Node Operators, and may also be removed and/or replaced by majority vote of the Win Community Council as needed. In the event that a Community Council member resigns or is released before completing their term of service, the acting Community Council members may replace that person by vote of the remaining Community Council members to serve the remainder of the term.

The Node Network Governance Committee (Community Council) may post on an interface an email address or other means of communication for Node Operators that need to provide notice to the Committee (Community Council) hereunder.

The Node Network Governance Committee (Win Community Council) will have authority to develop, vote on, and document policies, processes, and other systems to support the needs of the Win community including the ratification of the DGF’s acquisition of the ownership and governance interests of the associated Win DAO. Moreover, the Node Network Governance Committee (Win Community Council) shall make material decisions and direct DAO executives in actions affecting DAO intellectual property, revenue impact or expenditures greater than $25,000, wherein such decisions and direction shall be effectuated by vote of the Win Community Council representing the interests of a majority of the Win Node Network Community.

It is anticipated that a BlockBot (as an autonomous agent facilitating, at a minimum, voting protocol) may eventually represent community interests.  The autonomous BlockBot may function, in a manner, as a community-directed and artificial intelligence assisted CEO of the associated Decentralized Autonomous Organization (DAO) executing executive-type decisions autonomously via protocol established and ratified by the Node Network DGF Community and guided by the Community Council.  Moreover, to more effectively facilitate guidance of autonomous efforts and of Community and DAO endeavors, various Community Council members may be assigned certain roles and responsibilities to help advance community interests and govern the operations of the associated Win DAO.  Accordingly, a high-level organizational structure for Community Council functionality is depicted visually below, wherein autonomous agents (as anticipated) and Community Council members may fill the depicted roles.

Node Network DGF

The Node Network DGF possesses the legislative power, along with the separate right of the Oracle Node Operators to make Proposals. The Node Network DGF consists of all Node Operators of the Win Blockchain Node Network.

9.2. Proposal Approval Process

For an initiative to be accepted for a vote, the initiative must meet the requirements of Sections 6.2-6.4 of this Charter, and a Node Operator shall provide a Proposal Fee of $25,000 USD equivalent paid in Win digital rewards, along with the Initiative Proposal.  The Proposal Fee shall be transmitted to the Community Council or Node Governance SARL and held for the benefit of the Node Network DGF.

Up to ten (10) days after a Proposal is accepted for vote, assuming all other requirements for the Proposal are met, either Node Governance SARL or the Node Network Governance Committee (Win Community Council) shall submit the initiative to the vote of the Node Network DGF.

Votes shall be tallied based on 3 groups of voters: Node Owners, Builders, and HODLers, and in order for a vote to pass, 2 of the 3 groups must vote in favor of the initiative. Each Voting Group will be calculated as follows:

• Node Owners
  • Each Win SmartNodeTM gets one vote. For clarity, Node Owners have 1 vote for each Win SmartNodeTM they operate.
  • Node Owners compose 34% of the total vote
• Builders
  • Each Impact BlockBot gets a weighted vote, wherein each Impact BlockBot’s percentage of the Builders vote is derived from the Impact BlockBot’s weighted Complete Impact Score across all four Proof of Action Reward Blocks including a look back over the last year, 6 months, and 30 days, and further wherein each Impact BlockBot must be active and qualified.
  • Builders compose 33% of the total vote
• HODLers
  • Every 25,000 Win digital rewards HODL’d gets 1 point and the percentage of the vote is 33% divided up by the total number of points multiplied times the number of points each HODLer earned, wherein the HODLer must hold Win digital rewards in Native form in a Win Wallet or Elevate-integrated liquidity pool, and must be an active Win SmartNodeTM owner to participate and earn HODL vote points.
  • HODLers compose 33% of the total vote

In the event of a tie in any of the groups, the % of that group’s vote will be split by 50% for and against.

DGF Battery Nodes will not have a vote. 

A Proposal is deemed approved and scheduled for execution if the following two conditions are met:

• A quorum minimum of 50% of the Nodes licensed at the time the vote commences have voted or have been represented in the vote through proxy.
• Two of the three Voting Groups (as defined above) have voted in favor of the Proposal.

9.3. Types of Proposals

The following modalities of Proposals apply:

Initiative right

The initiative right allows Oracle Node Operators to propose an amendment or addition to the DGF Charter, the Smart Contract(s), the Distribution Algorithm parameters, the Node Network Governance Framework, and the Node Network Parameters.

Counterproposal

The Node Network Governance Committee (Community Council) may also submit a direct counterproposal to a Proposal of the Node Network DGF to ensure appropriate governance. A counterproposal by the Node Network Governance Committee (Community Council) does not require the payment of a Proposal Fee.

Referendum right

Node Network DGF initiatives and decisions are subject to referendums. These allow the Node Operators to demand that an approved Proposal is put to a vote of the Node Operators.  In order to bring about a referendum, signatures representing 75% of the Licensed Nodes must be collected within 10 days of publication of the Node Network DGF decision. Signatures, which may be in the form of NFTs or tokens, must be delivered to the Node Network Governance Committee (Community Council). It is understood that “signatures” may also refer to electronic signatures.

Should the Node Operators collectively vote with 75% against the decision of the Node Network DGF, the decision shall be cancelled and the Node Network Governance Committee (Community Council) may prepare a new Proposal taking into account the referendum vote, if necessary.

9.4. Proposal Requirements

Additional requirements related to the Proposals are listed in Sections 6.2 (Proposals), 6.3 (Proposal compliance) and 6.4 (Disputes).

9.5. Validator Nodes Governance

Validator Nodes are separate from and not part of the Node Network DGF. Therefore, governance of the Validator Nodes is separate from and not controlled by the Node Network DGF. Validator Nodes have the authority to add or subtract the number of Validator Nodes in operation and add or remove Validator Nodes from operation.

10. The Node Network Mediation Body

10.1. Scope of Application of Rules

The Node Network Mediation body is a dispute resolution mechanism governed by Node Operators. It assures the dispute resolution process to solve issues between the Node Operators or issues arising with respect to the Charter, the Smart Contract terms, the validation process, the consensus mechanism(s), the Node Network Parameters, the Distribution Algorithm or the reward mechanisms.

Disputes over any Proposals or votes must be resolved by Node Network Mediation Body.

Disputes between the Win digital rewards holders, Win Blockchain Token Holders and/or Win Blockchain NFT Holders should be resolved according to the Community Guidelines or by the following incremental processes as needed: dialogue, facilitation, mediation through Node Network Mediation Body.

10.2. Commencement of the Mediation

The Node Operators or the Win Blockchain Token Holders wishing to commence a mediation shall submit a request for mediation in writing to the Node Network Governance Committee (Community Council). The request for mediation may be delivered by email or via an interface made available by Node Governance SARL. The request for mediation shall contain or be accompanied by:

• a brief statement of the nature of the dispute;
• the name, email of the initiator of the request for mediation;
• an alternative proposal to solve the dispute (if any).

The date of the commencement of the mediation shall be the date on which the request for mediation is received by the Node Network Governance Committee (Community Council). The Node Network Governance Committee (Community Council) shall transmit the mediation request to the Node Network Mediation Body.

The Node Operators or the Win Blockchain Token Holders wishing to commence a mediation must transfer $50,000 USD equivalent paid in Win digital rewards to the Node Network Mediation Body public address to initiate the mediation process.

Upon receipt, the Node Network Mediation Body shall forthwith inform the parties in writing of the receipt by it of the request for mediation and of the date of the commencement of the mediation.

10.3. Appointment of the Guardian(s)

Guardian(s) are Node Operators that are eligible to rule upon disputes in Node Network Mediation Body. The Guardian(s) shall be neutral, impartial and independent.

The Guardian(s) shall be elected in a random way by an RC Network randomness algorithm. The Node Network Governance Committee (Community Council) decides the number of Guardians required to complete the mediation process successfully.

Incorporation of the Guardian(s) in the Node Network Mediation Body shall be part of the Node Network Parameters and may be rewarded by the Node Network as a distribution parameter action.

The Guardian(s) shall promote the settlement of the issues in dispute in any manner that he/she/it believes to be appropriate and shall have authority to enforce a settlement.

10.4. Representation of Parties and Participation in Meetings

The Node Operator(s) or the Win Blockchain Token Holder(s) that filed a request for mediation may be represented or assisted in the meetings with the Guardian(s).

10.5. Confidentiality

The mediation procedure is confidential and commences upon the signature of the confidentiality undertaking.

10.6. Applicable rules

The mediation process shall be carried out in accordance with the Swiss Rules of Mediation of the Swiss Arbitration Centre in force on the date when the request for mediation was submitted in accordance with these Rules.

The mediation shall be done online, although the meetings may be held in Geneva, Switzerland. The mediation shall be conducted in English.

10.7. Termination of the Mediation

The mediation shall be terminated by the signing of an agreement covering any or all of the issues in dispute raised in the request for mediation; or by the decision of the Guardian(s) if, in the Guardian(s)’s judgment, further efforts at mediation are unlikely to lead to a resolution of the dispute; or by a written declaration of a party at any time.

11. DAO Ownership, Governance and Product Pricing

11.1. Acceptance of Transferred Ownership Interests

The Node Network DGF community, via the auspices of this Charter, acknowledges and accepts the ownership interests and governance responsibilities of Block Bot United DAO LLC dba Connect AI Blockchain (the “Win DAO”).  The Win DAO is rooted in decentralized ownership and governance via autonomous agent(s) and voting protocols.  Ownership interests correlating to the Win DAO may be tokenized and held securely on-chain by the DGF community.  The Win DAO shall function as and/or like unto a Decentralized Autonomous Organization for purposes of DGF Community ownership and governance. Moreover, governance of the Win DAO may be facilitated, inter alia, by function of the Node Network Governance Committee (Win Community Council).

11.2. Win DAO Assets and Intellectual Property

All assets associated with the Win DAO shall be held, governed and operated by the Win Node Network DGF Community.  A primary focus of the DGF Community is to provide access to and afford benefits from the Win RC Network, the L2 Technology comprising the software and accounting layer including the source code of the Node Network DGF, the Oracle Network and the Smart Contract(s) built on top of the RC Network, and all licenses associated therewith, wherein and whereby the Win DAO and the Node Network DGF operate exclusively within the artificial-intelligence-assisted sales, marketing, social-networking, Web3 Education and community building space. Accordingly, all Win DAO domain names, patents, copyrights, trademarks, other intellectual property, proprietary software, source code, operating software, executable software for UI and backend operations, code repos, smart contracts, databases, customer lists, licenses and credentials, etc., must be hosted on Win DAO owned and/or DGF community-approved servers, wherein approval shall be sanctioned by the Win Community Council, and further wherein DGF community-approved servers include Codex servers, Foundations servers, and BlockFabric servers, with any future DGF community-approved servers requisitely ratified by vote of the Win Community Council. All digital Win DAO data needs to be backed-up daily, with back-ups held in trust by Node Governance Sarl or other approved agents, such as Blockade United PLLC, which daily back-up protocol gives some reassurance that Win DAO assets are always protected.

11.3. Product Pricing and Availability Protocol

SmartNode^TM and NFT pricing protocol shall be formalized and set forth algorithmically in a manner solidifying how SmartNodes and NFTs will be priced and sold.

Blockchain NFT Price Algorithm

NFT prices shall increase $100 USD for every 500 NFTs of the same type that are sold, as set forth in the pricing formula shown below.

… and so on following the same pattern based on the number of NFTs sold

Available-for-Sale Algorithm

• This product is assigned a maximum per-user purchase limit of 4, aka "A Block"

• There is an option to purchase up to that limit within 7 days of the first purchase

• If initial purchase is below the limit, then there are 7 days to purchase the remaining up to 4

• If a purchaser chooses not to purchase 4, then, after 7 days, the un-purchased products are made available for purchase from others in the community

• The community Available-for-Sale will be made available to purchase on a regular basis, generally once per week

• The algorithmic formula is: (Number of Product Owners * 4) - Number of Products Sold = Number of Products Available for Sale

Accepting Native Win Blockchain Digital Rewards for Payment

The Win Node Network DGF Community and Win DAO shall accept Native Blockchain Rewards as payment for products and services to include but not limited to Droids, BlockBots, SmartNodes, and other NFTs subject to Community Council review from time to time and as determined by the majority of node owners. The ability to receive and process Win Digital Rewards for payment will take effect as the technology in the shopping cart can support transactions in Win Digital Rewards

11.4. Traceability and Market Support via SmartFlow^TM

All revenue and expenses associated with and pertaining to the Win DAO must flow through the SmartFlow^TM process so that said revenue and expenses can be transparently trackable on chain and so that transaction volume associated therewith can help support corresponding markets.  The flow of funds through the SmartFlow^TM process is visually depicted, at a high-level, in the table and schematic shown below:

Rewards Pool      Expense Description

RP0               Hosting/DevOps

RP1               Legal

RP2               SmartFlow/Accounting

RP3               Community Support

RP4               Marketing & Product

RP5               Software Development

RP6               Brand OpEx

RP7               Brand VP Ops

RP8               Brand VP Recruiting

RP9               Brand VP Sales

RP10             Brand VP Training

RP11             Brand President

Exhibit A

Exhibit B