1IP-[XX]: Request to and Authorisation of 1inch Foundation as Aqua Incubator Administrator
Author: Kene_Anode (Incubator Program Steward)
Related: [1IP-93] 1inch DAO Aqua Revenue Stream Incubator
Type: Governance
Status: Draft
Simple Summary
This proposal records two elements: (i) a request by Anode, as Incubator Program Steward, that the 1inch Foundation (“1F”, “Foundation”) accept the role of off-chain administrator of the 1inch DAO Aqua Revenue Stream Incubator program (the “Program”) established under 1IP-93; and (ii) the DAO’s authorisation of the 1F to, should it accept the request consistent with its constitution and mission, act as the off-chain administrator of the Program, on behalf of the DAO on the terms set out below.
1F’s role is strictly administrative and legal. It does not change how the Program operates, who makes funding decisions, or how funds flow. Anode continues to run the Program day to day. The Grant Reviewers (Anode, DAOPlomats, and Arana Digital) continue to make all funding and milestone decisions by simple majority vote. All grant funds remain in the 1inch DAO Operations Multi-Sig and are disbursed directly to grantees from there.
What this proposal does is give 1F, on its acceptance of Anode’s request, the formal authority it needs to handle the legal and compliance side of the Program on the DAO’s behalf: signing grant agreements with approved teams, running KYC/KYB checks, and enforcing contractual obligations if anything goes wrong.
Motivation
The original proposal ([1IP-93]) established the Aqua Revenue Stream Incubator, allocated $436,000 from the DAO treasury, defined the milestone structure, and appointed Anode as Program Steward with a three-member Grant Reviewer panel (Anode, DAOPlomats, Arana Digital).
What 1IP-93 did not do is formally authorise an entity to execute legal agreements with grantee teams on the DAO’s behalf. The DAO itself cannot sign contracts. Without a designated administrator, the Program cannot:
-
Execute enforceable grant agreements with approved teams
-
Conduct KYC/KYB verification as required by the original proposal
-
Pursue contractual remedies (audit, termination, clawback) if a grantee breaches their obligations
The 1inch Foundation is the natural fit for this role. It already serves as the DAO’s off-chain legal representative in other contexts, has established KYC/KYB infrastructure, and is incorporated in the Cayman Islands with the legal capacity to enter into agreements.
This structure also avoids the need for a separate Snapshot vote every time a new grantee is approved. Instead, the DAO authorises 1F once, and 1F executes individual grant agreements within the parameters already approved under 1IP-93.
Therefore, Anode, having operated as Program Steward since 1IP-93 and having identified the need for a formal off-chain administrator, requests that the Foundation accept this role.
For clarity: “Anode” in this proposal refers to the same entity referred to as “StableLab” in 1IP-93. The Program Steward and Grant Reviewer panel composition are unchanged from 1IP-93; only the name reflects the entity’s current branding.
Specification
Anode requests that the Foundation accept the role of off-chain administrator of the Program. The DAO, by approving this proposal, (i) endorses Anode’s request, (ii) authorises the Foundation, if it accepts the request on the terms set out in this proposal and consistent with its constitution and mission, to act as the Program’s off-chain administrator on behalf of the DAO, and (iii) binds itself to the obligations applicable to the DAO under this proposal (including the indemnity below).
In what follows, references to the Foundation’s authority, rights and obligations should be read as applying only upon and from the Foundation’s acceptance under this section, provided to Anode or through governance forum or implied by commencement of execution of its role hereunder.
What the DAO authorises 1F to do
The DAO authorises the 1inch Foundation to act as the formal off-chain administrator of the Program established under 1IP-93. Specifically, the Foundation is authorised to:
-
Conduct KYC and KYB on Anode, each grantee team, and any associated entities, using the Foundation’s existing compliance infrastructure and providers.
-
Execute and administer grant agreements with Anode (as Program Steward) and with each approved grantee on behalf of the DAO, within the parameters set by 1IP-93 and the decisions of the Grant Reviewers. This includes a standardised grant agreement template with grantee-specific terms captured in an individual schedule.
-
Pursue enforcement, audit, termination, or other contractual remedies on behalf of the DAO under the grant agreements, in consultation with the Grant Reviewers.
What 1F does NOT do
To be clear about the boundaries:
-
1F does not make funding decisions. All decisions on which teams to fund, whether milestones are met, and whether to release funding remain with the Grant Reviewers (Anode, DAOPlomats, Arana Digital), decided by simple majority (at least 2 of 3). This is unchanged from 1IP-93.
-
1F does not hold, custody, or disburse any Program funds. All grant disbursements flow directly from the 1inch DAO Operations Multi-Sig to the grantee’s designated wallet. Revenue share payments flow from grantees to a DAO-controlled wallet designated by the Foundation.
-
1F does not assess strategy quality or commercial merit. The substantive operation of the Program (applicant review, milestone assessment, oversight of live strategies) remains with Anode as Program Steward and the Grant Reviewer panel.
The Foundation reserved rights and protections
In carrying out its administrator role, the Foundation acts on behalf of the DAO, on the instructions of the DAO and the Grant Reviewers, and relies on information from authorised persons in the Program. The rights below are available to the Foundation to use when it considers it necessary, but it has no obligation to use any of them, and not using them creates no duty or liability. The Foundation:
May raise concerns and provide input. The Foundation may, but has no obligation to, at any time, in writing, raise concerns, ask questions, or provide input to Anode and the Grant Reviewers on any matter under the Program, including proposed milestone releases, material strategy changes, or proposed terminations. Anode and the Grant Reviewers shall consider any such input in good faith.
May recommend action. The Foundation may, but has no obligation to, recommend to the Grant Reviewers: (i) termination of any grantee agreement, (ii) suspension of disbursements, (iii) audit of a grantee, or (iv) any other remedy under a grantee agreement. Any such recommendation is non-binding on the Grant Reviewers, who retain decision authority under 1IP-93. Nonetheless, the Foundation has no duty to monitor, investigate or assess the operations of any grantee, the performance of any Strategy, or the conduct of any Grant Reviewer or Anode. The Foundation may act on information received without independent verification, absent objective indications of inaccuracy.". Nothing in this authorisation creates any fiduciary, trustee or trustee-like duty owed by the Foundation to the DAO, the Grant Reviewers, Anode, any grantee, or any third party. The Foundation’s duties are limited to those expressly set out in this authorisation.
Does not vote on Program funding decisions. Funding decisions for applicant teams and milestone-based funding releases remain reserved to the Grant Reviewers under 1IP-93, decided by simple majority (at least 2 of 3). The Foundation has no vote in any such decision and assumes no responsibility for the substantive assessment of strategy quality, commercial merit, or milestone completion.
May withhold administrative confirmations. The Foundation may, but has no obligation to, acting reasonably, withhold any administrative confirmation it is required to give in respect of a grantee (including the contract/KYC confirmation that supports a DAO Multi-Sig disbursement) pending resolution of any matter that prevents the Foundation from properly giving that confirmation. A withheld confirmation does not override Grant Reviewer authority; it reflects the Foundation’s inability to certify what it is being asked to certify, and is itself a protective administrative act.
May engage counsel and service providers. The Foundation may engage counsel, KYC/KYB vendors, valuation experts, auditors, and other service providers at reasonable cost, recoverable from the Program budget, upon Foundation’s request.
Shall disclose to the Grant Reviewers any material conflict of interest of which it becomes aware. Disclosed conflicts do not in themselves disqualify the Foundation from acting; the Foundation may continue to act unless the Grant Reviewers direct otherwise.
Is indemnified as set forth below The Foundation shall not be liable to the DAO, the Grant Reviewers, Anode, any grantee, or any third party for any act or omission in the course of carrying out its administrator role under this authorisation, except in the case of fraud, gross negligence, or wilful misconduct. The DAO shall indemnify the Foundation, its directors, officers, employees, agents and advisers against costs, claims and liabilities (including reasonable legal fees) incurred in the good-faith performance of its role under this authorisation. The DAO shall advance to the Foundation, on a current basis, the reasonable legal and other costs of defending any claim covered by this indemnity, upon the Foundation’s undertaking to repay such advances if it is ultimately determined that the Foundation was not entitled to indemnification. In any claim covered by this indemnity, the Foundation may select and instruct counsel of its choice (subject to reasonable fees). The indemnity is recoverable in the first instance from the Program budget, and from such other sources as the DAO may identify by Snapshot proposal where the Program budget is insufficient.The indemnity, and the Foundation’s right to advancement of costs, survive any revocation or modification of this authorisation and any resignation by the Foundation, with respect to any act, omission or claim arising out of acts or omissions during the period the Foundation acted as administrator.
Approval evidence format
The Foundation, Anode, and the Grant Reviewers shall agree, from time to time, on the form in which Grant Reviewer approvals (including milestone approvals, material strategy change approvals, and termination approvals) are to be evidenced. The form must be reliable, capable of being archived, and acceptable to the Foundation for the purpose of supporting administrative confirmations required under any grantee agreement.
Implementation
Term and Termination of Authorization.
-
This authorisation takes effect upon DAO approval of this proposal and continues until revoked by the DAO by subsequent proposal, or until the Program is wound down (whichever is earlier).
-
The DAO may at any time, by Snapshot proposal, revoke or modify this authorisation. Such revocation does not affect (i) any grant agreement executed prior to revocation, which the Foundation shall continue to administer to completion or until a successor administrator is appointed, or (ii) any indemnity already accrued. On cessation of the Foundation’s role, the DAO shall by Snapshot proposal appoint a successor administrator. Pending appointment, the Foundation shall continue to administer existing grant agreements to the minimum extent necessary, and Grant Reviewer approvals required under any grant agreement shall continue to be effective without administrator counter-signature.
-
The Foundation may, on at least sixty (60) days’ written notice to the DAO and the Grant Reviewers, cease to act as administrator of the Program. The Foundation may cease with immediate effect where continued performance would expose it to material legal, sanctions, or regulatory risk. On any cessation, the Foundation shall cooperate with the DAO in transitioning the role to a successor administrator.
-
Any dispute concerning the Foundation’s performance under this authorisation shall be addressed first by good-faith discussion between the Foundation and the Grant Reviewers. If unresolved within sixty (60) days, the matter may be escalated by either party to a Snapshot proposal. This authorisation, and any dispute under it, is governed by the laws of the Cayman Islands.
Upon approval of this proposal:
-
1F accepts Anode’s request and the terms of this authorisation by any of: confirmation to Anode and the DAO; a statement on the 1inch governance forum; or commencement of performance of its role under this authorisation.
-
1F begins KYC/KYB onboarding of Anode and any grantee teams already approved by the Grant Reviewers (currently one team, Aqua0, is approved and awaiting legal finalisation).
-
1F finalises the services/cooperation agreement with Anode covering Anode’s role as Program Steward (scope, reporting, KPIs, compensation, confidentiality, and termination).
-
1F finalises the grantee agreement template, which uses a standardised body with a per-grantee Schedule A capturing team-specific terms (strategy description, revenue share percentage, funding amount, milestones, and minimum operation period).
-
First grant agreement execution with Aqua0, enabling the first milestone disbursement.
All program parameters established under 1IP-93 remain unchanged: the $436,000 budget allocation, the milestone structure (5% / 10% / 35% / 50%), the Grant Reviewer panel composition, and Anode’s role as Program Steward.