WikiWe

WikiWe IP License

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This WikiWe Intellectual Property License (“IP License”) is made for WikiWe License Hubs by incorporation into the WikiWe Model Agreement 2.0 (“WikiWe Model”), which in turn is incorporated into Charters of WikiWe License Hubs.

Capitalized terms may be defined herein or in the WikiWe Model and each Charter that incorporates the Model. In the event of a conflict between a definition of the WikiWe Model or applicable Charter and the IP License, the definition provided in the IP License shall apply for the purposes of the IP License only.

Purpose

The WikiWe IP License defines a baseline non-exclusive license with fair share royalty provisions for Members of WikiWe License Hubs. The baseline license is intended to preserve the commercial value of each creative contribution, provide maximum flexibility and control for creators while encouraging fellow Members of License Hubs to invest in development and commercial use of the creators’ creations, and encourage licensing of intellectual property for mutual benefit.

Administrator

The Administrator appointed by the License Hub shall also administer the IP License.

Contributing Members

Certain self-selected Members of the License Hub (hereinafter, the “Contributors”) may grant licenses to their intellectual property under this IP license to the Members of the License Hub by placing a copy in one or more data repositories of the License Hub.

Collectively, the Administrator, Members and Contributors to the License Hub are the “Parties,” and when referring to each other are “each Party” or “the other Party”;

License Grant

Whereas the each of the Contributors are or will be an original author and owner of various works of authorship placed or to be placed in a License Hub, 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 IP License and the Charter, each Contributor grants to the Members of the License Hub, 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 Charter and this IP License.

The Licensed IP and How It Is Added to The License Hub

The “Licensed IP” refers to Contributor’s original works of authorship, whether now existing, or later created during the term of this IP License, such as the Contributor adds to the License Hub.

“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.

A Contributor may add any work of their authorship to the License Hub by including a statement to the effect of “Licensed under {License Hub Name} License” in a published copy of the work of authorship or in its associated metadata.

Alternately, a Contributor may add any work of their authorship to the License Hub by placing a copy of the work in a data repository designated as belonging to the License Hub, such that the copy of the work is accessible to Members of the License Hub.

Any Party may designate any data repository they control as belonging to the License Hub by providing written notice of the designation in a user interface, cover sheet, title, metadata, or other location prominently accessible to users of the repository. The Party is encouraged but not required to register the data repository with the Administrator as belonging to the License Hub.

Withdrawal of Licensed IP From The License Hub

Any Contributor may withdraw their own work from the License Hub and from being licensed in the future under this IP License by removing the license statement described above from all published copies of the work or by removing all copies of the work from every designated License Hub repository.

However, if at the time of withdrawal a work of authorship has been published or used by any Party other than its author for any purpose permitted by this IP License, including but not limited to creation of a derivative work or compilation, published or unpublished, the IP License shall continue as originally granted with respect to the publication or piece in which the withdrawn work is used.

Warranty of Disclosure

Each Contributor agrees and warrants that all Licensed IP they place in the License Hub 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 Contributor bears responsibility for any failure to so identify other original authors and agrees to indemnify and defend the Administrator and other Members against claims by unidentified rights holders.

Confidentiality

The Parties agree to hold each unpublished record in the Licensed IP confidential per the WikiWe Confidants MNDA until first authorized publication thereof. However, the Administrator may authorize access to persons who are under an obligation of confidentiality with respect to the Licensed IP 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 WikiWe Confidants MNDA with respect to the Licensed IP, the person wishing to so disclose or publish the Licensed IP shall obtain the prior consent of the Contributor thereof, which consent shall not unreasonably be refused.

The Parties agree to communicate all publication requests and responses to such requests in the Primary Notice Channel for creation of a record, without derogation of the right to keep any desired civil discussions private.

A failure to respond to a publication request made in the Primary Notice 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 Member receives income attributable to any published or otherwise made use of portion of the Licensed IP belonging to any Contributor other than themselves (hereinafter, the “Licensed Portion”), such Member shall pay within a reasonable period to one or more Contributors who own and contributed the Licensed Portion a royalty agreed in writing between the Member and the Contributors, and an Administrative Fee to the Administrator as described in the following section of this IP License.

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 the Member 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 Parties agree to settle for payment of the fair share royalty estimated by the neutral conciliator.

Administrative Fee and Duties

The Administrator shall maintain, secure and organize the License Hub, including but not limiting to providing means for tracking the identity of Contributors and publishers for content contributed to the Pool, setting protocols for recording contributions and withdrawals of content from the Pool, mediating conciliation of disagreement over royalties as provided in the foregoing section, receiving and disbursing royalty payments, and other administrative duties for fair and efficient implementation of the IP License.

The Administrative fee shall be that provided in the Charter or as otherwise agreed between the Members receiving royalties and the Administrator.

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 audited Party so notified 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 audited Party 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 seeks to deceive, confuse, or unfairly disadvantage any person; or that appeals primarily to prurient interest.

Enforcement

The Contributor grants to the other Parties a right to enforce at law against any non-Party infringer of an intellectual property right in the Licensed IP, with or without joining the Contributor, subject to prior Consent of the Contributor, which Consent shall not unreasonably be withheld. Any Party who brings and funds enforcement under this grant may keep any damages recovered. 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 Wyoming IDR 24-03.

Sublicensing

Members agree 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 Contributor agrees to not unreasonably refuse consent to sublicense by any of the Parties requesting such consent.

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