This Comprehensive Integrated WikiWe Model Agreement 2.0 (“Integrated Model”) represents the WikiWe Model Agreement 2.0 and all associated documents incorporated by reference. It is designed for Peacemakers forming virtual enterprises (“Hubs”) for any good purpose under an Administrator.
The resulting enterprises are owned by and for the benefit of those who freely contribute their time and talent to the success of the enterprise, in proportion to their contributions. Governance is by peacemaking between peers, and every privilege of power comes with accountable responsibility to exercise the privilege for the benefit of the enterprise. The enterprise may be for profit, not-for-profit, mutual benefit, or mixed purpose.
To use the Integrated Model, incorporate it into governing document(s) for the Hub to be formed. The purpose of the Hub should be stated in its Charter. Subject to its Charter and governance, the Hub may amend its Charter, reorganize as an independent entity, or transfer its assets to any person or entity.
1.2 Definitions
Administrator: The entity specified in a Charter incorporating this Integrated Model.
Integrated Model: This document and all it incorporates.
Charter: The principal governing document for a Hub that incorporates this Integrated Model.
Consent: Voluntary acceptance and agreement, without coercion or fraudulent inducement.
Default Jurisdiction: that default legal jurisdiction and choice of law (e.g., State of Wyoming, State of Utah, State of Nevada, Switzerland, Territory of Saipan, ULex, etc.) identified in the Charter as being the Default Jurisdiction (applies to a backup choice of law for Section 3 Model Issue Dispute Resolution).
Default Venue: that default legal venue (e.g., Courts of the County of Uinta Wyoming, etc.) identified in the Charter as being the Default Venue (applies only for a backup venue for Section 3 Model Issue Dispute Resolution).
Primary Notice Channel: The secure communication channel linked to a Charter document, used for indicating Consent to the Charter and for communications to all Charter Members.
Hub: A multi-party enterprise that incorporates this Integrated Model in its Charter.
Member: A natural person who Consents to this Charter by joining and being accepted into its Primary Notice Channel.
Point: A token or record of credit issued by a Hub corresponding to a measure of otherwise uncompensated time of work contribution to the purposes and goals of the Hub.
Feedback License: A license specifying the terms and conditions of feedback to a Subject’s Reputation Slate.
Reputation Slate: A set of Reputation Records pertaining to a natural person.
Subject: A Member to whom a set of Reputation Records pertain.
Reviewer: A person providing feedback to a Subject.
Credential: A verifiable certificate granted by an Issuer and accepted by a Subject.
1.3 Core Agreement
1.3.1 Disclaimer
The Integrated Model is not legal advice. Prospective Members should consult a qualified lawyer concerning its interpretation and effect.
1.3.2 Activity Tracking and Privacy
The Administrator shall track the content and status of Member Roles, Pledges, agreements, transactions and other data no more than necessary for its administrative duties, and shall not disclose tracked information for any other purpose except as required by law.
1.3.3 Effective Date
The Charter including this Integrated Model is effective as to each Member upon entry of the Member into the Primary Notice Channel in compliance with the Section 8 Enforceable Commitments Guide.
1.3.4 Administrator
The Administrator must be a party to the Administrator Agreement and Pledge, which requires that any WikiWe Administrator be exclusively controlled by Peacekeepers whose voting shares are earned by working for the purposes stated in the Charter of a Hub, and are non-transferable.
Subject to the foregoing, the Hub may choose any qualified entity to be their Administrator. The initial Administrator shall be identified in the Hub’s Charter.
The Administrator may resign from administering the Hub by not less than ninety (90) days prior written notice to Members of the Hub. In event of resignation of the Administrator, the Hub may appoint another Administrator, or form a new legal entity with administrative powers.
1.3.5 Points
Each Point earned from a Hub and held by a Member is counted as a voting share of the Hub, unless and until the Point is redeemed for a share of the WikiWe Administrator or extinguished. Points are extinguished upon withdrawal of the Member, death of the Member, or transfer.
1.3.6 Revocation and Expulsion
Any Member revoking their Consent from the Integrated Model or any of its Pledges will inform the Administrator per the Section 8 Enforceable Commitments Guide.
No Member may be expelled except after due process under the Model Issue Dispute Resolution Agreement. However, any Member who reasonably can should act to defend the Hub and its assets from damage, for example by temporarily suspending access and informing the Administrator. Any Member defending the Hub bears responsibility for their actions in common defense.
Departing Members take nothing with them except their benefit shares and their own property, subject to any licenses granted by the departing Member prior to their departure. The Administrator shall immediately extinguish any equity shares held by the departing Member upon their departure.
Departed Members are not eligible to claim any right, license, or privilege under the Integrated Model or any of its components, except for benefits distributed to all holders of benefit shares.
1.3.7 Dissolution and Transfer
The Administrator may dissolve the Hub upon withdrawal of all Members willing and able to serve as a Managing Member. Upon dissolution, the Administrator shall liquidate any indivisible assets at market value, and distribute all divisible assets to former Members in proportion to their Points holdings. The Administrator shall extinguish all Points earned by Members from the Hub immediately after the distribution.
The Model Issue Dispute Resolution Agreement shall survive dissolution of the Hub.
If approved by not less than a two-thirds (2/3) majority of Points outstanding, Members may sell, exclusively license, or transfer any assets of the Hub, including but not limited to any business conducted by the Hub, to any legally competent entity. Any such sale, license or transfer automatically relieves the Administrator of its responsibilities under the Charter with respect to the assets sold, exclusively licensed, or transferred.
No such sale, license, or transfer shall extinguish any Members rights under the Section 5 Intellectual Property License (“IP License”). No Member or Members may sell, license, or transfer the assets of another Member without consent.
The Hub and its Members shall indemnify and hold harmless the Administrator and all WikiWe members who are not members of the Hub from the actions or omissions of the Hub or its Members.
1.3.9 Consent
An applicant wanting to join the Hub indicates consent to its Charter per the 6.2 Enforceable Commitments Guide by applying to the Primary Notice Channel of the Hub, a link to which is provided in the Charter. After review and approval by the Hub confirming that the person meets the Hub’s qualifications for membership, the applicant is admitted to the Primary Notice Channel and becomes a Member.
1.3.10 Member Withdrawal
Any Member may withdraw from the Charter by clear, unambiguous and written notice in the Primary Notice Channel followed within not more than twenty-four (24) hours by withdrawal of the withdrawing Member from the Primary Notice Channel. The withdrawal terminates the withdrawing Member’s rights and obligations under the Charter and Integrated Model as of the date that the Member leaves the Primary Notice Channel, except for any surviving provisions pointed out in the Charter or Integrated Model.
Any Member who withdraws from the Charter and fails to thereafter publish in the Primary Notice Channel a valid forwarding address thereby releases all Members and the Administrator from any duty of notice that may otherwise apply and from any and all liability for failure to provide notice. The Administrator shall establish a notice address for the Hub to receive notices from former Members.
Section 2: Management and Governance
2.1 Management
Management of the Hub including all its official actions shall be under the supervision of one or more Managing Members, who shall act in a fiduciary capacity with respect to the Members. The Managing Members may deputize one or more Members to act on their behalf and under their supervision.
2.2 Election of Managing Members
The initial Managing Members shall be listed in the Charter. Each member of the Managing Members shall be elected by the Members not less than annually at a date provided in the Charter. Written electronic notice of such election shall be provided to all Members not less than two (2) weeks or greater than eight (8) weeks before the election is commenced, and voting shall be open for at least three (3) days in an auditable electronic medium, preferably one that provides a secret ballot. All Members shall be eligible for consideration as a member of the Managing Members.
The basis of voting shall be Points held by each Member at the time the election is held. Prior to distribution of any Points by the Hub, the vote basis shall be one founder, one vote.
The number of Members who are Managing Members may be increased by a majority vote of the Managing Members. The term of each Managing Member shall be three years, and at least one-third (1/3) of Managing Members shall be up for election by the Members annually.
2.3 Meetings
Annual or special meetings of the Members may be held at such time and reasonably convenient place as the Managing Members deem necessary or desirable for management of the Hub. A written notice providing the date, time, and location must be sent reasonably prior to the meeting to each Member via the Hub’s designated Primary Notice Channel.
In any instance in which the approval of the Members is required under this Agreement or by law, such approval may be obtained in any manner permitted by the Wyoming Limited Liability Company Act or Decentralized Autonomous Organization Supplement thereof, including but not limited to teleconference or cryptographic voting. If any approval is granted by the Members without a meeting and without unanimous written consent of the Members, notice of such approval and actions taken shall be sent to each Member who did not approve or consent to the action.
2.4 Polling
The Hub may provide an electronic means for Members to instantiate polling on any motion touching on Company business and seconded by at least one other Member. The polling shall permit all Members to vote their Points for or against any motion posed.
2.5 Removal or Resignation of Managing Members
A majority of all Members may remove any Managing Member prior to expiration of their term by election in a special meeting with at least seven (7) days prior notice to all Hub Members. The Members shall elect a replacement for the Managing Member so removed.
Managing Members serve at will and may resign with at least seven (7) days prior notice in the Hub’s Primary Notice Channel.
Every Managing Member who resigns or is removed from office bears responsibility for timely and orderly transition of all the privileges and responsibilities of their role as Managing Member to their replacement.
If no Member is willing and able to serve as a Managing Member, the Administrator shall dissolve the Hub according to the Integrated Model.
2.6 Indemnity of Managing Members
The Hub and each of its Members shall indemnify each and all of the Managing Members from liability for their official actions that are communicated at least seven (7) days in advance without objection in the Hub’s general Primary Notice Channel. Any Members of the Hub who post a good-faith reasoned objection to the action in Primary Notice Channel within seven (7) days shall be excused from contributing to indemnifying the Managing Members with respect to that action.
2.7 Decision-Making Processes
2.7.1 Consensus-Based Approach
The Hub and its Managing Members shall diligently seek consensus in all decisions affecting the Hub that allow a reasonable time for a consensus to be formed. Consensus is defined as general agreement among all Members, with no Member expressing clear and unambivalent opposition to a proposal.
2.7.2 Voting Procedures
When consensus cannot be reached, decisions shall be made by voting. Each Member’s voting power is proportional to their Points. A simple majority (more than 50%) is required for decisions for which consensus cannot be obtained after diligent effort, unless otherwise specified in this Agreement or the Charter.
2.7.3 Supermajority Requirements For Major Decisions
Decisions likely to have a major impact on the operation and property of the Hub require a supermajority vote of two-thirds (2/3) of all Points. These major decisions include, but are not limited to:
a) Amendments to the Charter after the Development Period;
b) Major asset sales or transfers;
c) Dissolution of the Hub; and
d) Removal of a Managing Member outside of regular elections.
2.7.4 Dispute Resolution
In case of disputes or deadlocks in decision-making, the parties shall follow the dispute resolution process outlined in the Section 3 Model Issue Dispute Resolution Agreement.
2.8 Transparency and Reporting
2.8.1 Financial Transparency
The Managing Members shall ensure that regular financial reports are made available to all Members. These reports shall include, at minimum, quarterly financial statements and an annual report.
2.8.2 Decision Transparency
All major decisions, whether made by consensus or voting, shall be recorded and made accessible to all Members through the Primary Notice Channel or other designated communication platform.
2.8.3 Member Access to Information
Members shall have the right to access and inspect the Hub’s books and records, subject to reasonable time and manner restrictions to prevent disruption of operations.
2.9 Committees and Working Groups
2.9.1 Formation
The Managing Members may establish committees or working groups to focus on specific areas of the Hub’s operations or to address particular issues.
2.9.2 Composition and Leadership
Committees and working groups shall be composed of volunteer Members. Each committee or working group shall elect a leader or coordinator to facilitate its activities and report back to the Managing Members.
2.9.3 Authority and Responsibilities
The specific authority and responsibilities of each committee or working group shall be defined by the Managing Members at the time of its formation. These groups may make recommendations but do not have decision-making authority unless explicitly granted by the Managing Members and ratified by a Member vote.
2.10. Amendments to Governance Structure
This governance structure may be amended by a two-thirds (2/3) majority vote of all Points, following the process outlined in Section 10 Revision Protocol of this Integrated Model.
Section 3: Model Issue Dispute Resolution
3.1 Purpose
This Section 3 Model Issue Dispute Resolution (“IDR”) governs any dispute between Members of any Hub adopting the Comprehensive Integrated WikiWe Model Agreement 2.0 (“Integrated Model”) in its Charter, or between the Hub any any of its Members, that touches on any agreement, pledge, social promise, Charter, or other obligation made or accepted by the parties in dispute.
3.2 Principles of Peacemaking
Every dispute shall be resolved according to the Principles of Peacemaking provided in this Section 3.2. Each Member of the Hub is deemed to have personally agreed and promised to honor these principles as written below.
A “Principled Peacemaker” is any person who will abide by these Principles of Peacemaking:
3.2.1 Principled Resolution Promise
I promise to authentically, directly, peacefully, and proactively provide feedback and respond to complaints within 30 days. Instead of legal action, I will first seek resolution through direct discussion; second, prepare and share a record detailing my claim, proposed remedy, controlling principles, and undisputed facts with a fellow Principled Peacemaker; third, involve a neutral Principled Peacemaker to help reach an agreeable resolution; and fourth, if required, resolve the dispute by binding arbitration before a mutually acceptable arbitrator.
3.2.2 Integrity Promise
I promise to be honest, fair, and authentic, always keeping my word and taking responsibility for my actions. I will uphold my ethical principles, build trust, and maintain consistency in my relationships and interactions.
3.2.3 Mutual Respect Promise
I promise to respect the autonomy of others, to refrain from seeking remedies in excess of their binding promises and agreements, and to refrain from claiming obligations from others greater than my own obligations to them.
3.2.4 Reputation Acceptance
I accept that dishonoring these promises may stain my reputation until I measure the impact and make amends.
3.3 Confidentiality of Disputes
Unless otherwise agreed in writing by parties in a dispute (collectively the ”Disputants” and individually a “Disputant”), all communications and records made for dispute resolution under this IDR are confidential under Section 11 Mutual Non-Disclosure Agreement, and shall not be disclosed except to the Disputants, their appointed agents or representatives, conciliators, or arbitrators, each of which shall bound by the Section 11 Mutual Non-Disclosure Agreement, or equivalent obligation of confidentiality. Notwithstanding the foregoing, the fact that a claim is raised, pending, settled, or enforceable, the identities of the Disputants, conciliators, and arbitrators and pertinent dates may be disclosed to all those bound by the Section 11 Mutual Non-Disclosure Agreement. Furthermore, any legal proceedings brought in relation to the dispute resolution, including but not limited to proceedings to enforce an arbitration award or to seek an injunction against irreparable harm, may be published as provided by law.
3.4 Direct Discussions
Disputants shall first attempt to resolve their dispute through private communication with each other, seeking a mutually agreeable solution.
3.5 Claim Record
Prior to seeking conciliation or arbitration, any Disputant raising a claim or counterclaim against the other shall prepare and share a cause record detailing their claim, proposed remedy, and pertinent principles and facts with at least two Principled Peacemakers including the other Disputant. Any Disputant defending against a claim may similarly prepare and share a defense record detailing their defenses, proposed remedy if any, and pertinent principles and facts.
3.6 Involve Conciliators
If the dispute remain unresolved after consideration of the Claim Record and Direct Discussion and not earlier than thirty (30) days after first sharing the cause record with the other Disputant, either of the Disputants may request conciliation. Conciliation shall be directed to a fair resolution based on the mutually accepted principles and agreements, including at least the 3.2 Principles of Peacemaking. In case of scheduling conflicts, the parties agree to use electronic scheduling, for example cal.com, to ensure reasonable availability for each other.
3.7 Conduct Arbitration
If conciliation is acknowledged by both Disputants to be unsuccessful, if any Disputant expressly refuses to participate in conciliation, or if any Disputant fails to participate in conciliation within ninety (90) calendar days after conciliation is requested by the other Disputant, either Disputant may request binding arbitration. If a Disputant fails to participate in arbitration after proper escalation and notice under this IDR, the arbitrator may render an opinion and award based on the evidence submitted by the other Disputant.
3.8 Selection of Conciliators and Arbitrators
If the Disputants cannot agree on a choice of conciliator, either Disputant may petition the Administrator to appoint a qualified and willing neutral conciliator.
If the Disputants cannot agree on an arbitrator within thirty (30) days after a proper request for arbitration is made, the selected conciliator (if any) may select a neutral arbitrator upon request by either Disputant. If no conciliator is available, either Disputant may petition the Administrator to appoint a qualified and willing neutral arbitrator.
Unless the Disputants otherwise agree in writing on a mutually acceptable conciliator or arbitrator, selection of a conciliator or arbitrator as provided in this section shall be binding on the Disputants.
3.9 Nonsuit
Except to enforce a valid arbitration award, or to prevent irreparable harm as provided in this paragraph, no Disputant shall sue the other Disputant in any court of law. Notwithstanding the foregoing, either Disputant may seek emergency injunctive relief against the other Disputant for acts or omissions within the scope of a dispute that cause or are likely to cause irreparable harm, without first satisfying the requirement of prior negotiation, conciliation, or arbitration. A failure to enforce any aspect of the IDR does not imply a waiver of those rights.
3.10 Costs
Costs for principle-first conciliation and arbitration shall be shared equally by the Disputants, unless agreed otherwise, found otherwise by a conciliator or arbitrator hearing the dispute, or required by law.
3.11 Choice of Law and Venue Options
The disputing parties are free to select any venue and governing law they mutually agree upon, as long as it aligns with the provisions of this IDR.
Unless otherwise agreed upon in writing by the disputing parties, the applicable law shall be that which applies in the Default Jurisdiction and the Default Venue shall serve as the primary venue for resolving any legal disputes or arbitration arising from the Agreement and/or IDR. The Default Jurisdiction and the Default Venue shall be as specified in the Charter.
If and when any portion of the Charter including but not limiting to this IDR is deemed invalid or unenforceable by a judge assigned by the chosen venue, any party may move to relocate the case to an alternative venue willing to accept the case.
Section 4: Equity and Benefits Distribution
4.1. Purpose
This section describes how the Hub calculates and distributes Points that may be used for allocating benefit and equity shares, and related matters. Subject to the Earnings Share Agreement (WESA), and to the extent not reserved for operating or investment capital of the Hub, all profits, realized capital gains, and any other divisible benefits once received or realized by the Hub are allocated by the Administrator according to each person’s accrued Benefit Share at the time the benefit is distributed.
4.2 Points and Benefit Shares
4.2.1 Eligibility
All Members working to achieve the purposes of the Hub Charter and/or common goals established via its governance (“Contributors”) to the extent not otherwise fairly compensated are eligible to receive benefit and equity shares. The Hub shall distribute benefits and equity in fair proportion to the value of otherwise uncompensated work contributed towards the purposes and goals of the Hub (“Work Value”), determined in accordance with this section.
4.2.2 Benefit Shares
Each Member’s share of a divisible benefit is a benefit share. Examples of divisible Benefits include money and property that can be divided and that are distributed to Members in the ordinary course of business. Intangible assets, for example, goodwill, that are not capable of being divided and capital assets not held for distribution or speculation are excluded.
4.2.3 Equity Shares
Equity shares represent voting power over Hub governance and ownership, and thus, a share of power over decisions regarding election of officers, indivisible assets, collective contracts, and other governance matters. Equity shares are non-transferable and are extinguished upon death or withdrawal of the Member.
4.2.4 Points
Each equity share “Point” distributed by the Hub is accompanied by or includes one Benefit Share. The Benefit Share entitles the holder to receive a proportional share of divisible benefits distributed by the Hub, if any. The Benefit Share does not entitle the holder to any share of the Hub’s assets, in the event of dissolution of the Hub. Benefit Shares are severable from their associated Points only by the earning Member, for example by a Member request to pay benefits to a person other than the Member.
4.3 Reinvestment of Benefits
Members eligible to receive a distribution of realized benefits may elect to contribute any desired portion of their Benefit distribution for reinvestment in the Hub. Any such reinvested distribution shall be treated as a sponsorship payment by its contributor under the Earnings Share Agreement (WESA).
4.4 Points Determination Period
The Hub shall determine the Work Value for each Contributor regularly and periodically, not less than quarterly. The value shall be expressed in “Points” calibrated and determined as described below.
4.5 Points Calibration Method
The Hub shall determine Points on a scale between zero (0) and five hundred (500) per person, per calendar quarter, wherein zero corresponds to no Work Value and five-hundred corresponds to 500 or more hours of Work Value during a calendar quarter. No Hub may issue greater than 500 points per person, per calendar quarter, regardless of the algorithm used.
4.6 Points Determination
Hubs are collective enterprises, and Points are directly proportional to otherwise uncompensated Work Value contributed to the collective. Such Work Value is best measured by a free and open market. In a free market system, determination of Work Value may be done by the Hub offering certain Points for certain work, while Members bid openly for the work. However, this form of auction may be impractical until technical infrastructure and human resources are available to support it.
Thus, until it implements a free market for measuring work value, the Hub may implement any fair and reasonable Work Value and Points determination method consistent with this section. If the Hub does not implement its own algorithm and method, the default algorithm and method provided in this section shall apply.
4.7 Timing, Disclosure, and Feedback
4.7.1 Pre-Determination Disclosure
Prior to any determination period, the Hub shall disclose the algorithm and/or method used to determine Work Value and Points in the upcoming period, if different from the default algorithm and method provided in this section.
4.7.2 Post-Determination Process
The Hub shall, not more than half the length of the determination period after its conclusion:
Determine each Contributor’s Work Value;
Report the Points to be distributed to each Contributor and the inputs used for determining Work Value and the Points to all Members of the License Pool;
4.7.3 Feedback Period
During a “Feedback Period” beginning immediately after reporting the Points to be distributed, and continuing until not less than seven (7) days and not more than thirty (30) days afterwards, the Hub shall:
Receive feedback from Members regarding any proposed Points determination;
Make corrections as agreed with any Contributor providing feedback; and
If corrections are not agreed, make a record of any dispute raised by a Contributor regarding Work Value or Points for the measurement period, including the amount in dispute, identity of the disputing Contributor, and the Contributor’s stated basis for disputing a value determined by the Hub.
4.7.4 Final Recording
Not more than seven (7) days after the Feedback Period, the Hub shall record the Points distributed to each Member and any Points held in suspension (if any).
4.7.5 Dispute Limitation
Each party to this Integrated Model agrees to not contest or dispute the amount of any contributed value determination except as provided in this section. Thus, any dispute regarding contributed value cannot be first raised after the applicable Feedback Period.
4.8 Default Algorithm and Method
In the absence of an algorithm and method specified by the Hub, it shall use quarterly determination periods, during which Members may submit statements to a group address designated by the Hub, reporting their uncompensated work contributed towards the purposes and goals of the Hub. The group address shall be accessible by all Members of the Hub.
Such statements shall list each task performed, and the number of hours spent on the task. The Hub shall review the statements and may assign a value adjustment factor between 0.25 and 4 to each task, based on a reasonable estimate of the market value of each task completed. A factor of 1 meaning no adjustment shall be the default adjustment value.
For each reported task, the Hub shall multiply the value adjustment factor by the number of hours reported, and sum the resulting products for each Member. If the sum is greater than 500, the number of Points earned is 500. If not greater than 500, the number of Points earned is the sum of the adjusted hours for the quarter.
4.9 Transparency and Confidentiality
The Hub shall disclose inputs, Points distributed, feedback, and related records to Members once known, which disclosures shall be treated as confidential to Members of the Hub.
The Hub’s algorithms and methods for Points determination may be published, but not any actual inputs, outputs, feedback, or related records.
Each Member’s proposed Point distribution shall be accessible to all Members of the Hub at least one week prior to the distribution being made.
4.10 Objections To Point Distributions
Any Member may object to another Member’s proposed distribution. In the event of a dispute regarding legitimacy of any Points distribution, the distribution shall be suspended until settlement of the dispute per the Model Issue Dispute Resolution Agreement.
4.11 Non-Transferability of Points
No Hub may sell or issue Points in exchange for cash or property, nor shall it recognize Points that are transferred to any person except the Member originally earning the Points by performing Work Value.
4.12 Transferability of Benefit Shares; Confidentiality
Members are free to sell, gift, trade, or otherwise transfer their Benefit Shares to any other person. The Administrator shall specify a manner of reporting any such transfers, and maintain a record of transfers reported to it. Transfer records reported to the Administrator shall remain confidential to the persons involved in the transfers and to the Administrator to the extent not otherwise required by valid law, subpoena, or warrant. If the Administrator is required by valid law, subpoena, or warrant to disclose any transfer record, it shall disclose the requirement to all persons whose records will be disclosed, at the earliest reasonable opportunity.
4.13 Responsibility For Action
Responsibility for implementing Points distribution rests with the Hub, which shall act according to its governance structure and Charter.
4.14 Treatment of Points
Points can be used in any fair and reasonable manner permitted by the Charter and applicable law to allocate collective benefits and equity among Members of the Hub.
Section 5: Intellectual Property License
5.1 Purpose
This section defines a baseline non-exclusive license (“IP License”) with fair share royalty provisions for Members of WikiWe 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 Hubs to invest in development and commercial use of the creators’ creations, and encourage licensing of intellectual property for mutual benefit.
5.2 Definitions
Contributors: Self-selected Members of the Hub who grant licenses to their intellectual property under this IP license.
Licensed IP: Collectively, the Works of Authorship placed or to be placed in a Hub by Contributors.
“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.
5.3 License Grant
Each Contributor grants to the Members of the 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 Charter and this IP License.
5.4 Addition of Licensed IP
A Contributor may add any work of their authorship to the Hub by: a) Including a statement to the effect of “Licensed under {Hub Name} License” in a published copy of the work of authorship or in its associated metadata; or b) Placing a copy of the work in a data repository designated as belonging to the Hub, such that the copy of the work is accessible to Members of the Hub.
5.5 Designation of Repositories
Any Member may designate any repository they control as belonging to the Hub under this IP License 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 Member is encouraged but not required to register the data repository with the Administrator as belonging to the Hub.
5.6 Withdrawal of Licensed IP
Any Contributor may withdraw their own work from the Hub and from being licensed in the future under this IP License by: a) Removing the license statement described above from all published copies of the work; and b) Removing all copies of the work from every designated Hub repository.
5.7 Effect of Withdrawal
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.
5.8 Warranty of Disclosure
Each Contributor 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 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 not properly identified in the metadata.
5.9 Confidentiality of Contributed Works
The Members agree to hold each unpublished record in the Licensed IP confidential per the Section 11 Mutual Non-Disclosure Agreement until first authorized publication thereof.
5.10 Authorized Publication
Prior to disclosing any portion of the Licensed IP contributed by another to any person not bound by SMember Non-Disclosure Agreement or equivalent confidentiality agreement 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 Members 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 Member wishing to publish.
5.9 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, subject to the general Administrative Fee to the Administrator as described in 9.1.4.4 Administrative Fee.
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.
5.10 Administrative Fee and Duties
The Administrator shall maintain, secure and organize the 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 at 9.1.4.4 Administrative Fee, or as otherwise agreed between the Members receiving royalties and the Administrator.
5.11 Audits
Any Member owed a royalty or fee under this Charter may, at their own expense, audit the accounting and sales records of another Member to independently calculate the Royalty Base not more than once annually. The auditing Member 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 Member so notified shall grant access to the necessary records to an independent auditor appointed by the auditing Member, who shall maintain confidentiality of the records audited and disclose to the audited Member and the auditing Member 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 Member.
5.12 Moral Limits
No Member shall publish any work subject to the IP 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.
5.13 Enforcement
The Contributor grants to the Members 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 Member who brings and funds enforcement under this grant may keep any damages recovered. This grant is made without derogation of the right of each Member to enforce their own intellectual property rights against non-Member 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.
5.14 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.
Section 6: Earnings Share Agreement (WESA)
6.1 Purpose
The WESA provides for repayment of contingent loans made to the Hub by Members. If and when the Hub earns net revenue for distribution to Members, a portion is reserved for repayment of principle and interest on loans to the Hub made by Members.
6.2 Definitions
Computation Date is the last business day of any calendar quarter in which a Hub receives distributable Net Income.
Earnings Share is a percentage of a Sponsor’s principal balance for loans made to the Hub, similar to an interest rate but with payment contingent on the Hub’s receipt of Net Income. The Earnings Share rate is defined in 6.6 Earnings Share Rates.
Net Income is gross revenue received by the Hub, less cost of sales under Generally Accepted Accounting Principles (GAAP) and less the Administrative Fee specified in 9.1.4.4 Administrative Fee.
A Reserve Share is a percentage of income set aside for collective purposes of the Hub, paid to a reserve account held by the Administrator. Funds in the reserve account are managed at the discretion of Hub management, which may spend the funds for reinvestment in the Hub, payment of extraordinary or overhead expenses, or payment of dividends. The amount of the Reserve Share is set by the Hub Charter.
A Sponsor is a Member who makes a commitment to contribute money or tangible property to a Hub. Sponsors may earmark contributed money or property for specific purposes accepted by management of the Hub, or for use by a designated Steward.
A Steward is a Member elected by a Sponsors to manage funds or property committed by the Sponsor to the Hub. The Steward may elect to receive part or all of this as a personal stipend.
6.3 Sponsorship Commitments
The Administrator shall provide means for Sponsors to submit sponsorship pledges and agreements for review and acceptance by the Hub. Sponsorship commitments are valid and enforceable once executed by the Sponsor, the Hub, and the Steward if any, with a record of the commitment made accessible to all Members.
Money or property contributed without a written pledge or agreement accepted by the Administrator shall be treated as income or as a donation.
6.4 Net Income Distributions
Net Income from the Hub is distributed as provided herein.
6.4.1 Distribution With Unpaid Sponsor Loans
If the Hub has any unpaid Sponsor principal balance, Net Income is distributed quarterly as follows:
Thirty percent (30%) of the total Net Income for the quarter is allocated to pay the Sponsors, first to any Sponsors’ Earnings Shares, with any remainder used to repay principal balances of unpaid Sponsor loans. The Administrator shall allocate profit share and principal payments in proportion to each Sponsors remaining principal balance.
The Reserve Share specified by the Charter.
The Remainder of Net Income is paid as royalties or dividends to the Members in proportion to their Points held as of the Computation Date.
6.4.2 Distribution With No Unpaid Sponsor Loans
If the Hub has no unpaid Sponsor principal balances, Net Income is distributed quarterly as follows:
The Reserve Share specified by the Charter.
The Remainder of Net Income is paid as royalties or dividends to the Members in proportion to their Points held as of the Computation Date.
6.4.2 Payment Due Date
Payment of interest, principal, royalties, and dividends are due on or before the last day of the calendar quarter following the Computation Date, plus one calendar month.
6.5 Priority of Sponsors’ Principal Balances
In event of a sale of all or substantially all of the Hub’s assets, repayment of the Sponsor’s principal balances shall take precedence over any payments to Members based on their Points held.
6.6 Earnings Share Rates
6.6.1 Determination of Rate
The Administrator share compute Earnings Share rates quarterly, based on the WSJ Prime Rate, or equivalent index if the WSJ Prime Rate is not available, as of the Computation Date.
6.6.2 No Accrual In Absence of Net Income
Earnings Shares are not interest. If no net revenue is earned in a quarter, no Earnings Share is earned or accrued for that quarter.
6.6.3 Quarterly Rate
Each quarterly Earnings Share rate equals the Annual Base Rate as of the Computation Date divided by four (Base Rate/4).
6.6.4 Dependency on Hub Development Stage and Sponsor Reputation
The applicable Earnings Share rate depends on the Hub stage at the time the Sponsorship commitment is made, and the Sponsor’s reputation status (Green, Yellow, or Red) determined by the Administrator as of the Computation Date. If no reputation status is available as of the Computation Date, Green shall be assumed. See 6.6.5 Earnings Share Rate Table below.
6.6.5 Earnings Share Rate Table:
Development Stage
Parameters
Base Rate
Reputation Adj. G/Y/R
Concept
Income = 0 in one or more of the last 12 months and average income (excl. sponsorships) over the same period ≤ $500/month
WSJ Prime Rate + 10%
0/-5%/-10%
Startup
Income > 350foreachoflast12monthsoraverageincome(excl.sponsorships)overthesameperiod>500/month
WSJ Prime Rate + 6%
0/-3%/-6%
Growth
Income > 0 for each of last 12 months and average income (excl. sponsorships) over the same period > $5000/month
WSJ Prime Rate + 3%
0/-3%/-3%
6.7 Limitation on Sponsor Liability
If a Sponsor fails to make a promised sponsorship payment, the Sponsor may be held liable by the Steward for loss of stipend and by the Administrator for loss of administrative fee. Royalty Shareholders waive and release any rights or claims they might otherwise have against the Sponsor for failure to make a sponsorship payment when due.
Section 7: Reputation Tracking
7.1 Purpose
The purpose of the Reputation Tracking system is to guide and engender voluntary and safe reputation systems for every good purpose within the Hub. The Administrator and Hub management shall ensure that any reputation tracking of Members within the Hub is compliant with this Section.
7.2 Definitions
Reputation Slate: A set of Reputation Records pertaining to a natural person. Reputation Slates may be implemented as electronic wallets containing tokenized assets, and in such cases may be called “Reputation Wallets.”
Subject: A Member to whom a set of Reputation Records pertain.
Reputation Summary: A distillation of a Reputation Slate of a person pertaining to a quality, for example, past activity or performance of obligation.
Reviewer: A person providing feedback to a Subject.
Feedback License: A agreement that specifies the terms and conditions of feedback to a Subject’s Reputation Slate.
A Credential is a verifiable certificate granted by an “Issuer” and accepted by a Subject, attesting to the Subjects identity, status, and/or character.
An Issuer is a person granting a Credential.
7.3 Reputation Records
Reputation Records are data issued by Members pertaining to any Member’s character or reputation, including but not limited to datasets and wallets containing Credentials or Feedback on Credentials.
7.4 Exclusive Subject Control
Except for persons specifically licensed by the Subject, the Subject should have exclusive control over release of records on their own Reputation Slate.
7.5 Feedback Licenses
A Feedback License may include:
a) Limits on the scope, duration prior to expiration, and issuance deadline of the feedback;
b) Privacy provisions;
c) A commitment by the Reviewer to provide any critical feedback constructively and all feedback honestly in good faith;
d) A promise by the Subject to respond privately to any feedback they believe is unfair or incomplete; and
e) Any other terms its parties agree on
For feedback to be written to a Reputation Slate, the Subject must grant the Reviewer permission to record an entry there. For example, the Subject may grant the permission by providing a key wrapped in a Feedback License to the Reviewer. An example of a Feedback License is provided in Appendix B Feedback License.
Until published by the Subject, reputation feedback in the Subject’s Reputation Slate is confidential information of the Subject under Section 11 Mutual Non-Disclosure Agreement herein.
7.6 Credentials
7.6.1 Channel Credentials
A Channel Credential is a Credential linked to a secure and confidential technical means for communications relating to the Credential. For example, a Subject can present the Credential via the Channel to a Verifier to receive a privilege.
An Issuer can issue a Credential to more than one Subject, and to future Subjects, by creating a Channel. There are several types of Channel Credentials, including:
a) One-Way Credentials use a channel configured such that membership in the channel proves the credential to other channel members and allows for feedback. For example, a professional Credential certifies a professional level of competence in some field.
b) Reciprocal Cross-Credentials use a channel in which each participant has the same credential, with the same rights and obligations. Agreement channels are of this nature. The channel administrator acts as an Issuer by admitting qualified people into the channel.
c) Non-Reciprocal Cross-Credentials are the same as reciprocal cross credentials, except that the roles, rights and privileges vary depending on certain factors.
Primary Notice Channels for Charters and agreements can act as a form of Channel Credential, because they can be used to prove membership in a Hub or project. However, their primary function is communication between Members.
7.6.2 Credentials Without Channels
A Credential without a Channel is inaccessible to Feedback or Commentary, but can be valid as a Reputation Record. Typical uses may include as a form of vouching and identifying, similar to a driver’s license, ID badge, or passport. Credentials without channels should include means for self-authenticating the credential, for example, biometric data such as a photo or fingerprint of the Subject.
7.6.3 Feedback and Commentary
Data placed in the message stream of a Credential Channel can be classed as neutral Commentary, Feedback, and Out Of Scope:
Feedback relates to the merits of a Credential, may be subject to acceptance by the Issuer, and is classed as Endorsements or Demerits.
Neutral Commentary does not relate to the merits of the Credential and is published in the message stream after filtering for scope.
Out Of Scope data is excluded if possible.
7.6.4 Endorsements
An Endorsement is a type of Credential that endorses the truth or virtue of another Credential.
7.6.5 Demerits
A Demerit is a negative endorsement of a Credential, recording a falsity or failure of the Credential.
7.7 Ethical Disclosure
Ethical Disclosure consists of transparent protocols for accepting and handling Feedback. Anyone invited to inspect the Credential Channel can verify that the rules for handling Feedback are complete and operating as disclosed.
7.8 Mutability of Reputation Records
Local records are maintained by each Member participating in a Credential Channel, so records once placed in the message stream cannot be altered in non-compliance with the rules without alerting all Channel participants that the integrity of the Channel is compromised.
A Credential without a Channel can’t be validated except by the Issuer.
Section 8: Enforceable Commitments Guide
8.1 Purpose
This “EC Guide” describes protocols and ontologies to guide those Members coding, making, and recording enforceable commitments. “Enforceable commitments” are those voluntarily assumed obligations upon which each Member stakes their reputation, earning merit by fulfilling their obligations while answering for their failings.
Members may transact with each other and keep their records as they please. However, agreement on the protocols and ontologies for recording and enforcing commitments brings many benefits, for example, unlimited scalability of the voluntarily self-governing community. Administrators and neutrals deciding cases under Section 3 Model Issue Dispute Resolution will recognize enforceable commitments and evidence documented as described in this EC Guide. Enforceable Commitments may include, for example, Agreements (also called contracts), Roles, Compacts, Charters, Pledges, Professions, and Social Promises.
8.2 Definitions
An Agreement is a exchange of promises between two or more identified persons.
A Compact is an Agreement that remains open for new parties to join.
A Charter is a Compact focused on organizing a virtual entity, e.g., a Hub.
A Pledge is a promise made to a specified group of “Beneficiaries”.
A Profession is a Pledge or Social Promise that includes obligations that do not need to be reciprocated to be enforceable.
A Role is a Pledge or Agreement to perform a role for a specific purpose and group of Members (e.g., a Hub or Project.) Roles are often titled, e.g., as “Manager,” “Officer,” etc.
A Signature is a verifiable token of consent by the person singing, for example a PGP public key. It may also function as a personal identifier.
A Social Promise is an enforceable promise made to anyone bound by a reciprocal enforceable promise.
8.3 Channels
Channels are addressed communication means used for giving notice, making claims, giving and revoking consent, issuing credentials, merits, and demerits, and administering enforceable commitments. Every channel has an address, a location (e.g., a computer memory) for storing messages delivered to the address, and at least one key or credential for controlling read/write access to messages in the channel. Channels are essential to multi-party agreements between peers, forming a hub of communication transparent to all Members.
Channels can be configured and classed in many different ways. For example, classes may include centralized, decentralized and multilateral, or decentralized and unilateral channels, which classes may be distinguished as follows:
Centralized channels are one to many. Only one party, typically an admin, can communicate with all parties directly. Clickable online licenses, in which the company presenting the license is the only party who knows who the signers are and how to contact them, fall into this class.
Decentralized multilateral channels are any to any. Every member of the channel knows the contact address of every other member. Messaging applications are typically arranged this way. Decentralized multilateral channels are useful for groups working together for shared goals.
Decentralized unilateral channels are like shared lockboxes holding a stack of messages placed by key holders. Every member of the channel has a private key enabling write access, and each can verify their entries by a corresponding public key. The identities and contact addresses of the other keyholders are not disclosed in the channel. Decentralized lockbox channels are useful for verifying social credentials anonymously (e.g., proving the character of a stranger without requiring them to disclose their identity).
Channels may differ in many other respects. For example, some channels may contain encrypted data only, others may be unencrypted. Some channels may keep posted messages indefinitely, others may delete data after a specified period of time. Some channels may be local only (messages stored only on devices belonging to channel members), some may be local first (like local first, but with a mirror copy stored on a server for more convenient access or as a backup), and some may be client-server (messages stored only on a server) implemented. Client-server channels are centralized in that the server operator has the power to block any other member from access to the channel.
The configuration of channels depends on the type of enforceable commitment at hand and the preferences of the persons involved. However, centralized channels establish unequal power relationships, and so shouldn’t be used in decentralized associations except when absolutely necessary, if ever; and when used, their centralized nature should be clearly disclosed to all parties before any commitments are made enforceable.
Channels for Pledges can work the same way as for multi-party Agreements. It is convenient for everyone making the Pledge and all the Beneficiaries to join the same channel or group. Typically, the Beneficiaries and the Pledgers are already in the same channel for other reasons, for example as parties to the same Agreement or Compact.
Social promises are published with a date stamp and a channel for contacting the promisor, for example by publishing in social media or in a blockchain ledger. Decentralized unilateral channels are especially appropriate for social promises inside or outside of WikiWe, enabling promisors to prove their character without disclosing their identity.
8.4 Channel Administration
Responsibilities of channel administrators depends on the type of channel: centralized, decentralized multilateral, or decentralized unilateral. WikiWe channel administrators accept at least the obligations of this EC Guide, and may make confirming or additional pledges regarding their administrative role. An example of a pledge for channel administrators is provided at Section 9 WikiWe Channel Administrator’s Pledge.
Administrators of centralized channels are bound to clearly disclose the centralized nature of the channel to all signers, to not falsify records, and to provide a true copy of records pertaining to any signer who requests a copy.
Administrators of decentralized multilateral channels are bound to administer the channel faithfully, fairly and competently, without bias or prejudice, taking enforcement action only to the minimum extent necessary to protect the channel and its members from malfeasance, including for example malicious or reckless attack, negligent disclosure, and solicitation or content that does not advance the purpose of the channel.
Decentralized unilateral channels are cryptographic ledgers hosted by a network without active administration, i.e., wherein “code is law.” Persons who create unilateral channels are obligated to disclose all source code in compliance with recognized standards.
8.5 Channel Admins for Primary Notice Channels
Any person having administrative powers over a Primary Notice Channel is called a “Channel Admin.” Each Primary Notice Channel has at least one owner or administrator. Typically this is the person who first creates the Primary Notice Channel and invites founding members. Applications may permit the administrative role to be reassigned to others after formation.
Members of a Primary Notice Channel can select Channel Admins from among their membership and/or invite one or more neutral outsiders to administer the Primary Notice Channel with or without consenting to the entirety of the agreement or compact to which the Primary Notice Channel they administer pertains.
Powers of Channel Admins depend on the technical means used and pledge taken. For example, the powers may include the power to block and/or eject channel members, to edit channel metadata, and to appoint other Channel Admins. Hubs govern these powers, their scope and regulation, subject to the essential requirements that all who participate in governing Primary Notice Channels be personally bound and answerable to Section 3 Model Issue Dispute Resolution and that no unequal privilege of power can come without a commensurate obligation to exercise the privilege faithfully, beneficially, and neutrally. Hubs may require Channel Admins to adopt an administrator’s pledge, for example the Section 9 WikiWe Channel Administrator’s Pledge to confirm and elaborate on their obligations as channel administrators.
Channel Admins can charge for their services and/or accept equity in the enterprises of the Primary Notice Channels they administer. In the latter case, Channel Admins become equity Members of the Hub that hires them. In addition, Channel Admins can organize their own Hubs to improve the quality of their services and market power, and such administratively-oriented Hubs can act as Channel Admins for other Hubs, if requested.
Channel Admins can devise and offer various other administrative services and products to Hub members, such as a free and open market will bear. Members of the Hub may invite any who can faithfully adopt the pledges and agreements required of Channel Admins to compete in the Hub’s market for administrative services and products.
Channel Admins can act as bridges to tie smaller groups into networks. The networks can be of the same kind, or more commonly, of different kinds. For example, Channel Admins can bridge Peacemaker groups in different regions or languages by translating messages from one group to another.
8.6 Effect Of Departure
Intentional and voluntary departure of a Member from the Primary Notice Channel signifies renunciation of continuing consent to the Primary Notice Channel’s linked agreement.
Involuntary removal of a Member from the Primary Notice Channel does not signify renunciation of consent, unless and until the renunciation is expressly stated by the Member in writing received by at least one Channel Admin. Until renunciation, the removal should be treated as a mere temporary suspension from access to the Primary Notice Channel. Removed Members may seek reversal of any involuntary removal under Section 3 Model Issue Dispute Resolution.
Intentional and voluntary departure of a Member from the Primary Notice Channel does not prejudice their rights (if any) accrued under the linked agreement prior to their departure, except for their right to receive any notice provided per the agreement via the Primary Notice Channel, which right may be treated as waived until the departed Member rejoins the Primary Notice Channel or provides the Administrator with a convenient electronic address for notice.
8.7 Reputation Slates
Within a Hub, Members may comment on their personal experiences with other Members and their opinions of other Members’ strengths and weaknesses. Each Member is responsible for acting with integrity in doing so.
Additionally, Members may implement methods for generating, maintaining and using private, verifiable records of credentials and demerits received with each Member’s permission out of their interactions with other Members. Such reputation records may be called “Reputation Slates”.
Members are not bound to create a document of record for every enforceable commitment or piece of evidence. However, Administrators and Members of WikiWe should encourage and support use of documents of record as described in this EC Guide, and while acting with integrity may deprecate or disregard undocumented evidence at their discretion.
Not every document of record represents an enforceable commitment. Many if not most documents of record are mere evidence of some fact, relationship, contribution, authorship, transaction, or the like, without stating any definite obligation.
It is convenient for documentary evidence to be identified and hashed using the same or compatible scheme as used for documents evidencing enforceable commitments. Some examples are provided under Standard Ontologies and Protocols below.
8.9 Example of Channel Administration for a Messaging App
The following provides a non-limiting example to guide administration of decentralized multi-lateral channels implemented using a messaging app.
Each person signing an Agreement (the “Signer”) maintains an instance of the messaging application (e.g., the Signal Application available at https://signal.org/download/) on at least one computing device under their personal ownership and control.
A person configuring an Agreement to be signed under this Memorandum includes a link to a channel of the messaging application for witnessing consent to the agreement (the “Primary Notice Channel”). The Primary Notice Channel should have the same title as the agreement to which it relates and must include a link to the agreement in its header.
If the person configuring (”Configurer”) the Primary Notice Channel will not be a signer of the agreement, they should note their non-signer status in the Primary Notice Channel and leave the channel shortly after the first signer joins.
Each Signer uses their messaging app user account on their own device to join the Primary Notice Channel indicated in the body of the agreement that is being signed, by following an expressly identified link to the agreement or pledge.
Continued presence in the Primary Notice Channel counts as consent to the linked agreement. In this example, Agreement metadata is linked to the agreement only by the Primary Notice Channel. This may make it less convenient to prove consent to a person who is not a channel member.
For this and other reasons, at least one non-signing neutral Channel Admin who is identified as holding a non-signing neutral role may be present in the Primary Notice Channel without being considered a Signer to the agreement, to act as a witness, administrator, or conciliator/arbitrator. Any such non-signing Channel Admin expressly, permanently, and prominently disclose their non-signing status in the Primary Notice Channel, and pledge under the Section 9 WikiWe Channel Administrator’s Pledge or equivalent pledge.
A designated Neutral or any Party may archive each new signed agreement or pledge in a separate secure location in case the Primary Notice Channel becomes generally unavailable or unusable, and in such case may provide an alternative means for witnessing consent to the agreement that preserves as much as possible the function of the Primary Notice Channel.
Each Signer agrees that they will not use the Primary Notice Channel except for valid business related to its linked agreement and accepts responsibility for their misuse.
In the event that a Signer changes their messaging app Account, they may use the new account for communication in the Primary Notice Channel instead of their prior account, so long as identifying and certifying their identity in the Primary Notice Channel. In this case, substitution of a messaging app account shall not be treated as a new signature, and the original signature date of the Signer shall be respected.
Voluntary departure of a Signer from the Primary Notice Channel shall not prejudice their rights under the pertinent agreement except for their right to receive any notice provided per the agreement via the Primary Notice Channel, which right may be treated as waived until the departed Signer rejoins the Primary Notice Channel per the Witness Protocol above.
If due to a breach in security any unauthorized person who is not eligible to become a Signer or Channel Admin joins the Primary Notice Channel, or in the event of abuse of the Primary Notice Channel, the Channel Admin may remove the account of the offending person from the Primary Notice Channel after applicable due process per Section 3 Model Issue Dispute Resolution, or immediately on an emergency basis if warranted by extraordinary abuse causing or likely to cause irreparable harm. The Channel Admin shall be responsible for any unwarranted ejections.
Standard Ontologies and Protocols
Standard ontologies and protocols for enforceable commitments can undoubtedly be useful. However, in a decentralized association such as WikiWe, locking in detailed ontologies and protocols might be unduly limiting. Therefore, aspects of enforceable commitments not clearly specified in his EC Guide are left open for experimentation for all on a voluntary basis, with all taking responsibility for their own choices.
Nonetheless, the following naming and hashing conventions are proposed as a starting points for evidencing enforceable commitments and other facts and intentions to be made of record. Members who improve upon or extend the ontologies and protocols described in this EC Guide should, after testing their improvements, propose revisions to this EC Guide so that all WikiWe members can share in the benefits.
Metadata and Hashing: All Documents
A WikiWe document is a set of content, metadata, and related hashes. All documents can be attached to least the following metadata:
Mutability
Necessary
Optional
Immutable
Created Date Entire content hash
Author(s) identifier(s) Title Document class
Mutable
Content version Content address Content address of most recent precedent
Every document should include at least one hash of the entire content, and at least one hash of the document metadata and content hash. Additional hashes may be provided at the discretion of the document designer.
Preferably, the content storage address should be discernable from the document’s metadata hash, which depends, in turn, on the content hash among things.
Hash security should not be less than SHA-256.
The document classes listed below are non-limiting examples. Members may invent other document classes, but those listed are believed to cover currently foreseeable documentary transactions.
Whether a set of data complies with this EC Guide depends on the substance of its context and content, including at least its visibility, authenticability, semantic content, and metadata, wherein substance and effect take precedence over form.
Metadata may be attached to a document in any authenticatable manner, including but not limited to placing in a wrapper of a document file, adding to a header, footer, or other location of a header file, and/or by placing messages in a communication channel linked to the document file (e.g., as provided in the example above).
Agreements
In addition to metadata for all documents, Agreements are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Effective date Identifier of each party Signature of each party
Signature timestamp of each signer Hub or group identifier Expiration date
Mutable
Notice address of each party
Pledges
In addition to metadata for all documents, Pledges are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Effective date Identifier of pledger Signature of pledger
Signature timestamp of pledger Hub or group identifier Expiration date
In addition to metadata for all documents, Social Promises are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Effective date Identifier of promisor Signature of promisor
Signature timestamp of promisor Expiration date
Mutable
Notice address of promisor Feedback Licensee
Declarations
Declarations are signed statements of fact without any enforceable commitment. Wills, trusts, affidavits, and credentials are use cases for Declarations.
In addition to metadata for all documents, Declarations are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Identifier of declarant Signature of declarant
Signature timestamp of declarant
Mutable
Notice address of declarant
Contributions
In addition to metadata for all documents, contributions of content to a Hub are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Identity of author(s) Contribution date Hub or group identifier
Identity of contributor
Mutable
Notice address of each author
Invoices and Claims
In addition to metadata for all documents, invoices and claims are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Identifier of claimant Identifier of obligor Basis for claim (document ID) First presented date
Amount Hub or group identifier Type (business or personal)
Mutable
Payment channel for claimant Notice address for claimant
Settlements and Receipts
In addition to metadata for all documents, settlements and receipts are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Settlement date Identifier of recipient Identifier of payer Identity of author Signature of author
Signature of recipient Signature timestamp of each signer Amount
Mutable
Notice address of author
Revocations and Resignations
Any Member may unilaterally resign from a role, or revoke privileges they have obliged themselves to provide to another, using a revocation/resignation document. Making a revocation/resignation of record does not excuse the revoker/resigner from responsibility for their previously assumed obligations, but if communicated clearly should cut off formation of new obligations based on the revoked document. Settlements with mutual releases should be recorded using a settlement document.
In addition to metadata for all documents, revocations and resignations are attached to at least the following metadata:
Mutability
Necessary
Optional
Immutable
Effective Date Identifier of revoker/resigner Signature of revoker/resigner Identity of obligation being revoked (e.g., document ID)
Signature timestamp of revoker/resigner Hub or group identifier
This WikiWe Channel Administrator’s Pledge (“Admin’s Pledge”) is adopted by administrators of Primary Notice Channels used by Members of WikiWe Hubs incorporating the Integrated Model into their Charters. The Admin’s Pledge describes the essential qualifications, privileges and duties of WikiWe Channel Admins.
9.2 Selection and Appointment
9.2.1 At Founding
At founding, the License Hub appoints at least one initial Channel Admin for its own Charter Primary Notice Channel. Likewise, any Members forming a Primary Notice Channel for any purpose appoint at least one initial Channel Admin at founding.
9.2.2 After Founding
After founding, additional or replacement Channel Admins may be appointed by another Admin from Members of the License Hub under which the Primary Notice Channel operates.
9.2.3 Responsibility for Selection and Appointment
Any Channel Admin who by breaking their Admin’s Pledge damages the property, income, or reputation of any Member or Members of the License Hub bears full responsibility for restoring the damage their pledge-breaking has caused. In addition, the Members who vouched for and/or appointed the Channel Admin are responsible, inasmuch as is fair and reasonably possible, to assist with holding the Channel Admin responsible, preventing further damage, and restoring order to any affected Primary Notice Channels.
9.3 Membership
Each Channel Admin must be a Member of a License Hub compliant with the WikiWe Model, and answerable to all Members of the Primary Notice Channels they administer under Section 3 Model Issue Dispute Resolution, for restoration of damages or removal.
9.4 Powers and Privileges
Each Channel Admin has the powers and privileges to block and/or eject Primary Notice Channel Members, to edit channel metadata, to disclose their opinions and decisions in the Primary Notice Channel, and to appoint other Channel Admins. Channel Admins my enjoy other powers such as allowed by the Primary Notice Channel(s) they administer.
9.5 Duties of The Channel Admin
We, the undersigned Channel Admins, and each of us, pledge to be bound and answerable under Section 3 Model Issue Dispute Resolution in the event that any Member questions our exercise of our powers as Channel Admins.
We further pledge to exercise our powers and privileges faithfully, beneficially, and neutrally. This means acting with integrity and diligence, for the equal benefit of all Members of the Primary Notice Channel, without favoritism, bias, prejudice, or secret intents.
We further pledge to not remove any Member from the Primary Notice Channel without first pursuing the remedies according to Section 3 Model Issue Dispute Resolution, except when emergency action is reasonably warranted. Further, to the extent that emergency action is warranted, we will act lawfully, in reasonable proportion to the threats justifying emergency action, and seek inasmuch as is fair and reasonably possible to minimize unnecessary damage to any Member’s property, income, or reputation.
We further pledge to not resign from administering any active Primary Notice Channel of which we are the sole administrator, without first appointing another willing and qualified Channel Admin to take our place.
9.6 Consent
We, and each of us, solemnly signify our consent to this Channel Admin’s Pledge by joining the Admin’s Primary Notice Channel at {insert channel address here}.
Section 10: Revision Protocol
10.1 Revisions to the Model
Members must post proposed revisions to their Charters in the Hub’s Primary Notice Channel. If proposing a revision to the Integrated Model, Members must post the proposed revisions in a channel designated by the Administrator, open to all members of any WikiWe Hub.
The protocol for revisions depends on when the revision is first proposed, as specified below.
10.2 During Development Period
The Development Period begins upon the first acceptance of this Model and continues until a two-thirds (2/3) majority of all Members of WikiWe Hubs favors ending the Development Period.
Each Member acknowledges that, during its “Development Period,” this Model and any Hub Charter incorporating it are experimental and must evolve to survive. Accordingly, each Member agrees to cooperate in good faith to allow for beneficial evolution and revision of this Model and Hub Charters without unnecessary discord.
During the Development Period, the Administrator may amend this Model with at least seven (7) days prior notice to all Members in good standing of WikiWe Hubs. The Administrator may propose revisions to this Model in the Primary Notice Channel of any Hubs incorporating this Model in their charters. Any revisions not objected to within seven days of placement in the Primary Notice Channel shall be deemed as accepted by unanimous consent of all Parties, subject to appeal per Section 3 Model Issue Dispute Resolution for exceptional extenuating circumstances excusing a Member’s failure to object. Any such appeal must be raised within ninety (90) days of acceptance of the Revision.
Each Member objecting to a proposed revision must explain all their reasons why the revision is unacceptable. The Administrator and each objecting Party shall resolve all objections to a proposed revision, taking action per Section 3 Model Issue Dispute Resolution as necessary.
10.3 After Development Period
After the Development Period, this Model and any Member Hub Charter incorporating it may be revised only by unanimous consent of all Members, or by creating a “Fork.” Unanimous consent requires affirmative written consent by each Member placed in the Primary Notice Channel of any Hubs incorporating this Model in their charters, unless a Member fails to respond after seven (7) weeks of weekly reminders regarding a request for consent, after which their silence is deemed as acceptance, subject to appeal per Section 3 Model Issue Dispute Resolution for exceptional extenuating circumstances excusing a Party’s failure to object. Any such appeal must be raised within ninety (90) days of acceptance of the Revision.
In the event that a majority of Members of all WikiWe Hubs favors revising the Model, any Hub in which a majority of Members favors a revision shall be split (”Forked”) into two groups, an Old Hub and a New Hub, wherein at inception both Hubs hold all rights under Section 5 Intellectual Property License, Parties in the Old Hub are those refusing the revisions, and the Parties of the New Hub are those accepting the revisions. After the Fork, the Old Hub and the New Hub shall operate and accrue new assets independently, with the operating costs of each Hub maintained by its own revenue and/or Sponsors. Sponsorship obligations, income, and assets or resources funded thereby shall follow their owners and/or Sponsors to the Old Hub or New Hub, as the case may be.
Section 11: Mutual Non-Disclosure Agreement
11.1 Purpose
This Mutual Non-Disclosure Agreement (“MNDA”) is entered into and between all Members of the Hub, for the purpose of exploring business opportunities and doing business together, performing research, creating, developing, and promoting inventions and works of authorship, and resolving their disputes and differences, and for these and similar purposes to secure confidential information that Members may share with other Members.
11.2 Confidential Information
For the purposes of this MNDA, “Confidential Information” means any non-public information that is disclosed by a disclosing one of the Members (the “Disclosing Party”) to a receiving one of the Members (the “Receiving Party”) either directly or indirectly, in writing, orally, electronically, or by any other means, which (1) is marked or otherwise designated as “confidential”, “proprietary”, or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes, but is not limited to, technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions, know-how, and sensitive personal information such as identification numbers, medical information, personal secrets, etc.
For avoidance of doubt, all non-public information located in or accessed via any database, repository, web page or other online data maintained by the Hub’s Administrator for member-only access is confidential to the Members or to the Administrator, unless marked as non-confidential.
11.3 Obligations
Each Receiving Party agrees to:
hold the Confidential Information in strict confidence and take reasonable measures to protect the Confidential Information, using at least the same degree of care as the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care;
not disclose, or permit to be disclosed, the Confidential Information to any third party without recorded consent of the Disclosing Party;
not use, or permit the use of, the Confidential Information for any purpose other than the Purpose; and
limit access to the Confidential Information to its employees, contractors, or agents who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this MNDA.
11.4 Exceptions
The obligations set forth in Paragraph 12.3 above shall not apply to information that:
is or becomes publicly available without breach of this MNDA;
was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party and not subject to any other confidentiality obligations;
is independently developed by the Receiving Party without reference to or use of the Confidential Information;
is lawfully obtained from a third party with a verifiable search warrant; or
is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice of such requirement to the Disclosing Party and reasonably cooperates in any effort to seek a protective order or similar relief.
11.5 Term and Termination
Each Member’s acceptance date of this MNDA shall be the date that the Member consents to the Charter. This MNDA shall commence on such date and shall continue for a period of two (2) years after the last receipt of confidential information thereafter. The obligations of the Receiving Party with respect to the Confidential Information disclosed during the term of this MNDA shall survive for a period of not less than three (3) years following the termination of this MNDA by withdrawal of the Receiving Party from the Hub (see 1.3.10 Member Withdrawal).
11.6 Return or Destruction of Confidential Information
Upon the Disclosing Party’s request or the termination or expiration of this MNDA, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of the Confidential Information in its possession or control, except as required by law or as otherwise agreed by the Parties in writing.
11.7 Duty of Confidentiality
Upon the receipt of Confidential Information under this MNDA, the Receiving Party is obligated to adhere to the following duties and responsibilities to ensure the protection and secure handling of such information:
Maintenance of Confidentiality
The Receiving Party shall:
Restrict Disclosure: Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
Limit Access: Ensure that access to the Confidential Information is limited to those employees, agents, or consultants who have a need to know such information for the purpose of this MNDA and who are bound by similar obligations of confidentiality.
Secure Handling: Take all reasonable measures to protect the confidentiality of the Confidential Information and to prevent any unauthorized use, dissemination, or publication of the Confidential Information similar to those it takes to protect its own confidential information, but in no case less than reasonable care.
Use of Confidential Information
The Receiving Party agrees to:
Purpose Limitation: Use the Confidential Information solely for the purpose of evaluating, engaging in, and conducting the specific business transaction or relationship for which the information was disclosed, or to advance the Purpose of the Charter subject to the Section 5 Intellectual Property License, and not for any other purpose.
Protection of Intellectual Property: Acknowledge that the Confidential Information is the proprietary and valuable property of the Disclosing Party and ensure that all intellectual property rights are respected and preserved.
Exclusions from Confidential Obligations
The obligations of confidentiality outlined herein shall not apply to any information that:
Public Domain: Becomes publicly known through no fault of the Receiving Party.
Prior Knowledge: Was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
Independent Development: Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Legal Requirement: Is required to be disclosed by law, regulation, or a valid and reasonable search warrant of a court or other governmental body; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and made a reasonable effort to obtain a protective order.
Return or Destruction of Confidential Information
Upon the termination of this MNDA or upon the Disclosing Party’s written request, the Receiving Party shall:
Return or Destroy: Promptly return or destroy all copies of the Confidential Information received under this agreement, at the choice of the Disclosing Party.
Certification of Compliance: If requested, provide written certification of the destruction or return of all such Confidential Information.
Survivability of Confidentiality Obligations
The obligations and duties of confidentiality set forth in this agreement shall survive any termination of the MNDA and shall continue to be in effect for a period of three (3) years following the disclosure of the Confidential Information.
Section 12: General Provisions
12.1 Minimal Re-Interpretation
If any portion of the Integrated Model or a Charter incorporating it is deemed unenforceable or illegal by a jurisdiction having actual authority over a matter, the Integrated Model and/or Charter shall be re-interpreted to honor its original meaning, spirit, and effect as much as is possible without requiring any Member to perform illegal acts or to make unenforceable commitments to preserve their rights or to perform their duties under the Charter and Integrated Model. Any Member aware of a need for such re-interpretation shall inform the Administrator.
Notwithstanding any provision found to be invalid or unenforceable by an adjudicating venue, the Members agree that such invalidity or unenforceability shall not affect the remaining provisions of the Integrated Model and Charter. All other provisions shall remain in full force and effect, and the parties commit to act in good faith to negotiate a replacement for any invalidated or unenforceable term that most closely matches the intent of the original provision while ensuring compliance with applicable law.
12.2 Charter Integration
Any Charter of a Hub integrating this Integrated Model must specify:
a) the Hub’s Purpose;
b) the identity of the Administrator;
c) the Default Jurisdiction;
d) the Default Venue; and
e) the Reserve Share (see 6.2 Definitions).
The Charter may specify any other parameter or provision not in irreconcilable conflict with the Integrated Model.
Appendix A: WikiWe Hub Administrators’ Agreement and Pledge
A.1 Purpose
This WikiWe Hub Administrators Agreement and Pledge is made by and between Administrators of WikiWe Hubs to jointly develop, support and administer their Hubs and maintain consistency in administration and equity distribution among Administrators, by agreement between Administrators, and as pledges to Members of WikiWe Hubs.
A.2 Scope of Administration
Administration includes but is not limited to financial accounting and tax reporting, regulatory compliance, and maintaining business and Member records. It does not include governance except for facilitating negotiation, neutral conciliation, and neutral arbitration for resolving issues arising between members.
A.3 Warranties
Each Administrator warrants that:
It is a legal entity registered to do business, competent and free to execute this agreement.
It is owned and controlled by one or more natural persons bound by Section 3 Model Issue Dispute Resolution in substantial compliance with equity distribution principles underlying the WikiWe Integrated Model.
It is bound, inasmuch as reasonably possible, to secure the assets it administers for any WikiWe Hub by secure decentralized networks and means, such that, if it should become inoperable for any reason, the Members of such WikiWe Hub may continue to enjoy the full benefits of such assets indefinitely.
A.4 Duties and Privileges
A.4.1 Duty of Loyalty
The Administrators owe each other a duty of loyalty with respect to the Hubs they administer. No Administrator shall impede or undermine any Hub or privilege afforded by any Hub Charter.
A.4.2 Diligence and Fairness
The Administrators shall diligently and without bias perform their administrative duties for the Hubs they administer, or resign.
A.4.3 Cooperation
The Administrators shall cooperate in developing and supporting standards for records, inter-Member communications and transactions, channels, claims, settlements, and administrative services, such that Members may seamlessly interact with all WikiWe Members regardless of Administrator.
A.4.4 Administrative Fee
In consideration of their performance of duties, each Administrator may collect an administrative fee not in excess of what is specified in the Charter of the Hub being charged. A default administrative fee of ten percent (10%) of gross receipts is specified in the WikiWe Integrated Model. This fee may be increased or decreased in the Hub’s Charter at founding or subsequently by amendment of the Charter, subject to the Administrator’s consent.
A.5 Share Redemptions
Each Administrator shall redeem Points properly issued by any Hub they administer for equity shares, subject to limitations on concentration of ownership and other reasonable requirements stated in the Administrator’s Shareholder Agreement or equivalent organizing document.
A.6 Management
Authorized representatives of the Administrators shall meet regularly with one another not less than quarterly to coordinate and advance their respective responsibilities under this Agreement. Each Administrator shall designate at least one authorized representative by declaration in the Primary Notice Channel for this Hub Administrator’s Agreement and Pledge.
A.7 Intellectual Property
Each Administrator shall honor the rightful owners and licensees of all property contributed to any Hub they administer, acting as administrators and fiducial stewards. Property may be tangible or intangible, including but not limited to any titles, leases, licenses, copyrights, patents, trademarks, or other intellectual property. Licenses granted to or among Members of Hubs do not extend to the Administrators unless granted expressly in writing.
A.8 Term and Termination
This Agreement shall be effective from the date of its execution by each Administrator and continue until the executing Administrator is no longer administering any WikiWe Hub and has withdrawn from the Primary Notice Channel. If an Administrator withdraws from the Primary Notice Channel while still administering any WikiWe Hub, the Agreement shall remain in force until the Administrator resigns from its administrative role.
A.9 Addition and Removal of Administrators
Addition of Administrators to this Agreement is subject to Consent of all existing Administrators, which consent shall not be unreasonably withheld.
An Administrator may be removed for breach of this Agreement by bringing a claim for removal under Section 3 Model Issue Dispute Resolution of the WikiWe Integrated Model. Any other Administrator or a Managing Member of a Hub administered by the Administrator to be removed may bring a claim for removal.
A.10 Jurisdiction and Venue
Any dispute between the Administrators touching upon this Agreement shall be resolved as set forth in the Model Issue Dispute Resolution Agreement.
A.11 Notice and Consent
The Administrators signify their consent to this Agreement by joining the Primary Notice Channel titled “WikiWe Hub Admins” {insert link here}. If only one Administrator has signed this Agreement, it may be interpreted as a Pledge by the Administrator made to Members of its Hubs.
Appendix B: Feedback License
B.1 Introduction
This WikiWe Feedback License is provided as an example for any person wishing to authorize another to provide feedback regarding performance of an obligation. The “Feedback License” specifies the terms and conditions of feedback to a Subject’s Reputation Slate. See Section 7 Reputation Tracking for more information about reputation slates.
B.2 Exemplary Use Case
Although the Feedback License can be used in any accepted manner, it is may be most useful when attached to a cryptographic key that enables the key holder to write data to the Licensor’s designated reputation slate without requiring intervention by the Licensor or any administrator.
B.3 Grant
The undersigned person (“Licensor”) grants to:
{insert name}; or
the holder of this key: {insert key ID},
either of which are hereinafter referred to as “Licensee,” a royalty-free right to record truthful feedback to the Licensor’s Reputation Slate, subject the terms and conditions of this document.
B.4 Scope
Feedback provided under license shall not exceed that pertaining to:
{insert identity of specific pledge, agreement, or social promise};
all of Licensor’s obligations to {insert identity of a person, group, or enterprise}; or
all of Licensor’s published obligations.
B.5 Term
This Feedback License shall expire:
immediately after Licensee first records feedback in Licensor’s Reputation Slate;
Before disclosing feedback provided under this license to any person not bound by Section 11 Mutual Non-Disclosure Agreement or equivalent obligation of confidentiality, the Licensor shall:
obtain permission of the Licensee in writing; or
not need to inform or obtain permission from the Licensee.
B.8 Liability
The Licensee shall bear responsibility for any false or misleading feedback provided under this Feedback License. A good-faith opinion that cannot reasonably be understood as a statement of fact shall not be considered false or misleading.
Sponsor the Beneficiary at {insert monthly amount} per month for the remaining duration of the Term, for a total {insert number of months} month commitment of {insert total sponsorship amount].
Participate in a goal management meeting led by the Steward or the Steward’s designated representative not less than once per month;
Provide honest feedback and advice to the Steward, and to do nothing that undermines fulfillment of my appointed Steward’s Pledge;
Be loyal to my appointed Steward, fellow Sponsors in WikiWe, and Volunteers regarding the goals of WikiWe.
I make this pledge in consideration of my appointed Steward’s Pledge and privileges of Sponsors provided by the {insert link to Hub Charter} .
C.3 Beneficiary and Treatment of Sponsorship Payments
Choose only one:
100% of my payments are to be treated as contributed principal under the Section 6 Earnings Share Agreement (WESA) to a for-profit License Hub, namely {insert License Hub name} (”Beneficiary”).
100% of my payments are to be treated as a donation to a not-for-profit License Hub, namely {insert License Hub name} (”Beneficiary”).
C.4 Goal Board
The initial and continuing goal or goals of this Sponsor’s pledge will be posted at: {insert link to Sponsor’s goal board}.
C.5 Appointment of Steward
The Sponsor appoints {insert Member name} as Steward. The Steward shall have sole and absolute discretion to direct disbursement of my Sponsorship payments collected by the Administrator, including but not limited to setting the amount of the Steward’s personal allowance (”Stipend”), subject only to the Steward’s pledges, to financial transparency as managed by the Administrator, and to the Administrator’s Fee.
C.6 Payment Card & Bookkeeping
The Administrator may issue a debit card (”Card”) for direct access to available Sponsorship funds, subject to the Appendix E WikiWe Cardholder Agreement if requested by the Steward.
Alternatively, the Steward may direct the Administrator to disburse available Sponsorship Funds for pursuit of the Goals.
The Administrator will classify and report expenditures on the Card based on relevance to the Goals, receipts provided by the Steward, and explanations of the Steward.
C.7 Primary Notice Channel
Notice under this Pledge shall be provided under {insert channel address here}.
Appendix D: Steward’s Pledge
D.1 Purpose
This Steward’s Pledge is an example for use by sponsored Stewards of WikiWe License Hubs incorporating the Comprehensive Integrated WikiWe Model Agreement 2.0 (“Integrated Model”), into their Charters. The Steward’s Pledge describes the essential qualifications, privileges and duties of WikiWe Stewards who receive sponsorships under Section 6 Earnings Share Agreement (WESA).
D.2 Acceptance of Sponsorship
By adopting this Pledge, the Steward accepts role of Steward appointed by {insert link to Sponsor’s Pledge here} (the “Sponsorship”).
D.3 Pledge
I pledge:
To pursue the goals of the Sponsorship (the “Goals”) ;
To do my best to achieve and exceed the Goals, and directing resources afforded me by my Sponsor to these Goals, except for allowable Stipend as needed for my basic needs;
To be loyal to the Sponsor and other supporters regarding the Goals.
Select all that apply:
To dedicate not less than 5-15 hours per month of my focused attention and effort to fulfilling my pledges here under.
To check in with my Sponsor not less than weekly to report progress, discuss direction and coordinate activity.
I make this pledge in consideration of my Sponsor’s Pledge and privileges afforded thereby and by the Integrated Model .
D.4 Goal Board
The initial and continuing goal or goals of the Sponsor’s pledge will be posted at : {insert link to Goal document here}.
D.5 Payment Card & Bookkeeping
The Steward may request a debit card (”Card”) for direct access to available Sponsorship funds, subject to Appendix E WikiWe Cardholder Agreement from the Administrator.
Alternatively, the Steward may direct the Administrator to disburse available Sponsorship funds for pursuit of the Goals.
The Administrator will classify and report expenditures on the Card based on relevance to the Goals, receipts provided by the Steward, and explanations of the Steward.
D.6 Primary Notice Channel
Notice under this Pledge shall be provided under {insert channel address here}.
Appendix E: WikiWe Cardholder Agreement
E.1 Purpose
This Cardholder Agreement (“Agreement”) is between the {insert cardholder name} (“Cardholder”) and {insert Administrator name} (“Administrator”) for joint access to one or more shared expense accounts (“Accounts”) set up for paying business expenses of a Hub organized under the Comprehensive Integrated WikiWe Model Agreement 2.0 (“Integrated Model”).
E.2 Enrollment
The Cardholder may enroll a card program by applying for an account on the Hub’s website or mobile application and adopting an Administrator-approved pledge. Once the Cardholder has pledged, the Administrator may issue a debit card to the Cardholder for paying Qualified Expenses within limits set by the Hub.
E.3 Debit Cards and Qualified Expenses
Cardholder agrees to only use the debit card for business expenses advancing the Project authorized in writing by the Administrator, and to document use for such business expenses as requested by the Administrator. If the Cardholder charges any other expense to the Card, the Cardholder agrees to promptly reimburse the Administrator for any other expenses paid using the debit card, or provide their tax identification number upon request by the Administrator for enabling the Administrator to report the expense as personal income to the Cardholder.
E.4 Limits
The Hub may define the Qualified Expenses, set and amend spending limits applied to debit cards, set and amend policies for using debit cards, and revoke debit cards, at its sole discretion.
E.5 Cardholder Responsibilities
The Cardholder is responsible for maintaining the security of their account and debit card and for any unauthorized use of the account or debit card.
E.6 Cancellation of Debit Card
The Administrator reserves the right to cancel a Cardholder’s debit card issued to the Cardholder, if the Cardholder violates any terms of this Agreement, engages in fraudulent activity, revokes their pledge, or abuses the debit card in any way.
E.7 Management of Debit Card Funding
The Administrator may limit spending on debit cards based on availability of funds and requirements of funding sources, in its sole but fair discretion. The Administrator shall not be required to fund any debit card account and shall not be liable for failure to fund any debit card account, unless the failure to fund is due to malice, gross negligence, or breach of contract by the Administrator.
E.8 Governing Law
Resolution of conflicts relating to this Agreement is governed by the Integrated Model.
E.9 Primary Notice Channel
Notice under this Pledge shall be provided under {insert channel address here}.
Notice is effective when made via Principled Peacemakers 🕊️, or later specified in effective written notice provided, or by other notice with acknowledgement of receipt.
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