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IP Pool License Memorandum

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IPPLM - Intellectual Property Pool License Memorandum

This Intellectual Property Pool License Memorandum (“IPPLM”) may be incorporated in any agreement included in the WikiWe Corpus or formed in connection with any Joint Venture Entity that includes Depublica/Ricardiam as the neutral administrator party by including a link to this document in a referring agreement (Referring Agreement).

The Parties to the Referring Agreement further agree as follows:

Scope

This IPPLM will replace, supersede, and modify any express or implied license previously agreed between the parties hereto (the “Parties”) concerning the subject matter of the Referring Agreement, if any, and shall apply to licensing of intellectual property arising out of or connected with the Referring Agreement. Capitalized terms may be defined herein or in the Referring Agreement. In the event of a conflict between a definition of the Referring Agreement and the IPPLM, the definition provided in the IPPLM shall apply for the purposes of the IPPLM only.

Administrator

The Parties confirm the administrator of this IPPLM is Depublica, a Corporation organized in Wyoming and its wholly-owned affiliate Ricardiam DAO LLC (hereinafter, “Administrator”), a Party to the Referring Agreement.

Grantor-Licensees

Other Parties to the Referring Agreement (hereinafter, the “Grantor-Licensees”) wish to license and receive licenses from each other for intellectual property contributed to one or more data repositories administered by Administrator identified in the Referring Agreement or subsequently established by the Administrator and disclosed to the Grantor-Licensees (the “Pool”).

Collectively, Grantor-Licensee, Administrator, and the Grantor-Licensees are the “Parties,” and when referring to each other are “each Party” or “the other Party”;

License Grant

Whereas Grantor-Licensee is or will be an original author and owner of various works of authorship shared or to be shared privately with Administrator and other Grantor-Licensees by placing in the Pool, said works collectively referred to herein as the “Licensed IP”;

Whereas the Parties wish to encourage and promulgate respectful cooperation and joint enterprise for mutual benefit with each other;

Therefore, in consideration of the reciprocal grants and promises of this IPPLM and the Referring Agreement, each Grantor-Licensee grants to the other Grantor-Licensees, a non-exclusive, irrevocable, perpetual, and worldwide license to use, copy, publish, perform, broadcast, and make derivative works of, the Licensed IP, subject to the the Referring Agreement and this IPPLM.

Licensed IP

The “Licensed IP” refers to and includes all Grantor-Licensee’s original works of authorship, whether now existing, or created after the effective date of this License, such as are placed and remain in the Pool during the term of the Referring Agreement.

“Works of authorship” include but are not limited to writings, ideas, inventions, designs, demos, websites, texts, stories, drafts, source code, poems, screenplays, speech, drawings, photographs, illustrations, graphics, likenesses, animations, video, and music, recorded in any medium.

Withdrawal of IP From Pool

A work of authorship cannot be withdrawn from the Pool unless: (1) it has never been published by any Party other than its author, (2) it has never been used or relied upon by any Party other than its author for any purpose permitted by this IPPLM, including but not limited to use in development of a derivative work, published or unpublished, and (3) prior notice of withdrawal is made as provided below.

Prior notice of withdrawal requires a notice of intent to withdraw specifically identifying the work(s) of authorship to be withdrawn placed in Consent Signal Channel not less than thirty (30) days without objection by any other Party. Any dispute arising out of an objection made in the Consent Signal Channel shall be resolved according to the ADR Memorandum.

Warranty of Disclosure

Each Grantor-Licensee agrees and warrants that all Licensed IP they place in the Pool is their own original work of authorship, or if it is not, every other original author is identified together with the license granted by such author in metadata associated with the Licensed IP. Each Grantor-Licensee bears responsibility for any failure to so identify other original authors and agrees to indemnify and defend the Administrator and other Grantor-Licensees against claims by rights holders not properly identified in the metadata.

Confidentiality

The Parties agree to hold each record in the Licensed IP confidential per the Mutual Non-Disclosure Agreement Memorandum (MNDA Memo) until authorized publication thereof. Notwithstanding the foregoing, the Administrator may authorize access to persons who are under an obligation of confidentiality with respect to contents of the Pool for purposes of administering this License, or to whom the Administrator is compelled to grant access by law.

Authorized Publication

Prior to disclosing any portion of the Licensed IP contributed by another to any person not bound by the Mutual Non-Disclosure Agreement Memorandum (MNDA Memo) with respect to the Licensed IP, the person wishing to publish the Licensed IP shall obtain the prior consent of the contributor thereof, which consent shall not unreasonably be refused. A public performance is a publication.

The Parties agree to communicate all publication requests and responses to such requests in the Consent Signal Channel. For avoidance of doubt, the Parties are permitted to informally discuss publication outside of the Consent Signal Channel before formally requesting publication.

A failure to respond to a publication request made in the Consent Signal Channel within seven (7) calendar days of the day after the request is made, unless excused by extraordinary circumstances, may be treated as consent by the person wishing to publish.

Fair Share Royalties

If a Grantor-Licensee receives income attributable to any published portion of the Licensed IP (hereinafter, the “Licensed Portion”), Grantor-Licensee agrees to pay within a reasonable period to one or more Grantor-Licensees who own and contributed the Licensed Portion (hereinafter, the “Contributors”) a royalty agreed in writing between Grantor-Licensee and the Contributors, and an Administrative Fee to the Administrator as described in the following section of this IPPLM.

Royalties reported to the Administrator may be expressed as a flat fee, as a percentage of income received for products or services that incorporate, make derivative use of, or in any way make use of the Licensed Portion (the “Royalty Base”), or as a combination of flat fee and percentage of income. The Administrator is not responsible for tracking or reporting non-monetary compensation for licensing, which remains the sole responsibility of the Parties involved.

If no definite percentage royalty has been agreed on prior to publication, the royalty may be negotiated after publication.

If Grantor-Licensee and one or more of the Contributors (the “Disagreeing Parties”) cannot agree on a royalty in advance of a publication or performance, the Administrator shall appoint a neutral conciliator within sixty (60) days after request by the Party seeking publication or performance of the Licensed Portion (the “Initiator”) to estimate, at the equal expense of the Disagreeing Parties, what fair royalty an objectively reasonable and free actor would pay for the Licensed Portion under the License terms. If the neutral conciliator and the Initiator cannot agree on terms of service for the estimation, the Initiator may request the Administrator to appoint a different neutral conciliator. The Grantor-Licensee agrees to accept or pay the fair share royalty estimated by the neutral conciliator, as the case may be.

Administrative Fee and Duties

The Administrator shall maintain, secure and organize the Pool, including but not limiting to providing means for tracking the identity of Contributors and Publishers for content contributed to the Pool, recording contributions and withdrawals of content from the Pool, and mediating conciliation of disagreement over royalties as provided in the foregoing section.

The Administrative Fee shall be the greater of a flat minimum fee (if any) specified in the Referring Agreement or 1.5% of the Royalty Base, per publication or performance. Each Grantor-Licensee agrees to pay the minimum fee in advance of publication or performance, and any fee due in excess of the minimum fee within a reasonable period.

Audits

Any Party owed a royalty or fee under this Charter may, at their own expense, audit the accounting and sales records of another Party to independently calculate the Royalty Base not more than once annually. The auditing Party shall provide not less than thirty (30) days advance written notice stating the nature and scope of the records to be audited, which shall not exceed the records needed to derive a reasonable estimate of the Royalty Base (the “Necessary Records”). The Party so notified grants and shall grant access to the necessary records to an independent auditor appointed by the auditing party, who shall maintain confidentiality of the records audited and disclose to the Grantor-Licensee and the auditing party the basis for any estimate of the Royalty Base developed by the auditor. The Administrator shall provide access to the Necessary Records requested by the auditor that are in the Administrator’s possession, at the expense of the auditing Party.

Moral Limits

The Parties, and each of them, shall not publish any work subject to the License that defames, dehumanizes or ridicules any person, group of persons, alive or dead, or their creative works; that encourages, excuses or glorifies violence, fraud, hatred, or subjugation; that serves a divisive political purpose; that seeks to deceive, confuse, or unfairly disadvantage any person; or that appeals primarily to prurient interest.

Enforcement

The Grantor-Licensee grants to the other Parties a right to enforce at law against any non-Party infringer of an intellectual property right in the License Pool, with or without joining the Grantor-Licensee, subject to prior Consent of the Grantor-Licensee, which Consent shall not unreasonably be withheld. Any Party who brings and funds enforcement under this grant may keep any damages recovered less expenses and legal fees or costs incurred by such Party reasonably necessary for joining the action. This grant is made without derogation of the right of each Party to enforce their own intellectual property rights against non-Party infringers, including but not limited to the right to sue for damages or seek an injunction after arbitration or on an emergency basis to prevent publication. For avoidance of doubt, any dispute between the Parties touching upon this License shall be prosecuted and settled in accordance with the Referring Agreement.

Sublicensing

The Grantor-Licensee agrees to not sub-license the Licensed IP without the prior written consent of the contributors of any Licensed Portion to which a sublicense is sought to be granted. The Grantor-Licensee agrees to not unreasonably refuse consent to sublicense by any of the Parties requesting such consent.

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