Terms of Participation

Who may join

Individual membership (Personal S-NFT, the individual membership unit that carries each member's vote) is open to natural persons aged 18 or over who are Australian residents. The kids pathway (Kids S-NFT) is available for children under 18 through their parent or legal guardian's account. Business membership (B-NFT) is open to verified Australian businesses with a valid ABN.

Membership contribution

The once-only contribution for individual members is $4.00 AUD, payable through the join form via Stripe. Kids S-NFT memberships are $1.00 each. Business memberships are $40.00. These are administrative contributions, not payments for a financial product, token, or investment instrument. The $4.00 Personal S-NFT contribution is permanently fixed as an entrenched provision of the Declaration and cannot be changed by any resolution.

Member number

On joining, you are assigned a permanent member number. This number is your identity inside the community and is used to log into your wallet. It is non-transferable and permanently tied to your membership. Keep it safe.

One equal vote

Each individual personal membership carries one equal national governance vote, regardless of the number of COGS classes reserved. Wealth does not buy additional governance voice. Business memberships carry one limited vote only on the appointment, removal, or replacement of the Trustee, but do not carry general national governance voting rights.

Non-transferability and cooling off

Personal S-NFT memberships are non-transferable during the holder's lifetime. They cannot be sold, exchanged, pledged, or listed. The membership passes to a nominated heir on death only. Business B-NFT memberships are entity-bound and cannot be transferred to any other entity or person. Members have a 21-day cooling-off period from the date of joining. A written request to admin@cogsaustralia.org within 21 days will be honoured with a full refund of the contribution, no questions asked. After the 21-day period, the contribution is non-refundable.

Reservations are proposals of intent only

Any COGS classes you reserve on your join form or in your wallet are records of proposed future intent only. They are not purchases, not investments, not securities, and not financial products. They have no current legal, financial, or contractual effect.

Reservation values are indicative only

Any dollar values shown against reserved COGS classes are indicative only. They reflect the proposed unit price for a possible future compliant offer. They are not prices paid, committed, or guaranteed. You may change or cancel your reservations at any time through your wallet.

No obligation to proceed

You are under no obligation to proceed with any reservation. The Foundation is under no obligation to issue the reserved tokens at any future time. Reservations may be changed, withdrawn, or allowed to lapse by either party before any compliant offer is made.

Acceptance record

When you join, the version of the JVPA and the reservation notice you accepted is recorded permanently against your member record. The acceptance record contains your S-NFT token ID, member number, JVPA version, a SHA-256 hash (a cryptographic fingerprint that proves your acceptance and cannot be altered) of the agreement text, the UTC timestamp, your IP address, your Stripe payment reference, and a flag confirming your acceptance. This record is kept for a minimum of seven years under Joint Venture Participation Agreement clause 8.1A(f). The SHA-256 acceptance hash is written permanently into your S-NFT individual membership unit and cannot be altered. You may review the version you accepted in your wallet at any time.

Stewardship commitment

By joining, you acknowledge that COGS is a stewardship structure, not a speculative investment. The community is built around long-term public benefit, fair distribution of resource value, and community governance. Conduct that undermines those purposes (including market manipulation, misleading promotion, or deliberate misrepresentation) may result in membership suspension or termination.

Accurate information

You agree that the information you provided on your join form is accurate and complete to the best of your knowledge. Providing false or misleading information may result in your membership being void.

Private community use

This site and its content are for private community use only and are not intended for public display or distribution. Members must not reproduce, distribute, or publicly display site content without written approval from the Foundation.

Wallet security

You are responsible for the security of your wallet password and access credentials. The Foundation cannot restore access if both your member number and on-file contact details are unavailable.

Active participation and Dormant status

Members are asked to access their wallet at least once every 12 months. A member who does not access the system for 24 continuous months is classified as Dormant. Dormant members retain all beneficial entitlements. Their token, income unit, and accrued distributions are unaffected. However, their governance vote is suspended until they re-engage. The Trustee sends a written notice at the 18-month mark. Re-engaging immediately reinstates the vote. Dormant status is never grounds for expulsion and cannot be used to reduce any beneficial right. (Joint Venture Participation Agreement clause 4.11.)

Self-assessed regulatory position

The CJVM Hybrid Trust is a community joint venture partnership in which members exercise day-to-day control over the operations of the trust through their proprietary cryptographic governance system. The Foundation's self-assessed position is that the CJVM does not constitute a managed investment scheme within the meaning of section 9 of the Corporations Act 2001 (Cth), because the third limb of that definition (that members do not have day-to-day control) is not satisfied. The Foundation does not hold an AFSL and does not operate as a responsible entity under Chapter 5C. The Foundation engages with the ASIC Innovation Hub as a matter of good governance and transparency. If applicable law requires a specific authorisation or disclosure, the Trustee will obtain or provide what is required.

Governance Foundation Day and Expansion Day

The membership activates in two stages. Governance Foundation Day (14 May 2026) activates Tier 1 governance tokens (Personal S-NFT, Kids S-NFT, Business B-NFT, Pay It Forward, Donation, Community COGS, Resident COGS). These are governance and community participation instruments within the joint venture. Expansion Day activates when the first Sovereign Node goes live on the Partners Consensus Network, as certified by the Board and endorsed by the First Nations Advisory Council. Tier 2 classes (ASX COGS, Landholder COGS, RWA COGS) may be activated on or from Expansion Day, subject to any regulatory requirements at that time.

No-fiat-sale rule

It is a fundamental, entrenched condition of the Declaration that minted tokens must never be sold or traded for fiat currency. Any attempted fiat sale is void from the start. Tokens may only be gifted or exchanged for goods and services between members via the Foundation Community Vault, subject to applicable verification requirements, class-specific rules, and lock periods.

Anti-capture provision

The Foundation cannot be privately owned, sold, or captured for private benefit. An anti-capture cap of 1,000,000 tokens across all classes combined applies per person. Auto-allocated Resident COGS tokens do not count toward this cap. The not-for-profit structure and entrenched provisions are designed to prevent concentration of control or drift from the Foundation's stated purposes.

Trust structure

The supreme governing instrument is the Joint Venture Participation Agreement (JVPA). The Foundation also operates through the CJVM Hybrid Trust Declaration, with three ring-fenced Sub-Trusts: Sub-Trust A (Community Basket Unit Trust) for holding assets, Sub-Trust B for mandatory distribution of income received from portfolio company distributions to members, and Sub-Trust C (Community Projects Fund) for community benefit. The Declaration includes entrenched founding provisions that cannot be altered by ordinary member or board action. Governing instruments are available to members in the wallet library. The full document suite is provided during the join process.

Changes to these terms

These terms may be updated from time to time. Where changes materially affect member rights or obligations, members will be notified through their wallet. The version of the reservation notice you accepted on joining is permanently recorded and is not retroactively altered.

Governing law

The Declaration is governed by the laws of South Australia, Australia (Trustee Act 1936 (SA), Law of Property Act 1936 (SA)). The courts of South Australia have non-exclusive jurisdiction. The Trustee for COGS of Australia Foundation Community Joint Venture Mainspring Hybrid Trust. ABN: 91 341 497 529. Address: Drake Village Resource Centre, Bruxner Highway, Drake NSW 2469. Contact: admin@cogsaustralia.org.