Post Open Contributor License and Community Operating Agreement

Version 0.5.1, January 25, 2025

This is a Draft. The terms are only proposals at this time, and we are interested in your opinion about how we can best operate this process. Please write to [email protected] . This agreement has only had a partial legal review, and is not recommended for use until such a review is complete.

This Post Open Contributor License and Community Operating Agreement (the "Agreement") is entered into and by and between the Post Open Administration, a California Mutual Benefit Corporation registered under rule 501(c)4 with the US Internal Revenue Service <There is no State or Federal registration as of this writing>, with an address for service of PO Box 8552, Berkeley, California 94708 USA, and the second party, a/an

[Indicate "Individual", "Corporation", "Limited Liability Company", etc.] with an address for service of

[Indicate your residence, business address, or address for service on your business registration.]

Introduction

In order to confirm that the Post Open Administration has sufficient legal rights in the intellectual property to provide the rights granted to the Work(s) under the Post Open License, it must have an executed Contributor License Agreement on file that has been signed by each Contributor, for each Contribution, comprising a Work or a contribution to a Work. As included in this Agreement, this Contributor License serves for Your protection as a Contributor, as well as the protection of the Post Open Administration and its licensees.

This Agreement allows a Contributor to submit Contributions to the Post Open Administration for inclusion as a Work in the Post Open Collection and to grant copyright and patent licenses to their Contributions.

Please read this document carefully before signing. Please keep a copy for your records.

By signing this contributor license agreement, you understand and agree that this project and contributions to it are public and that a record of the contribution (including all personal information you submit with it, including your full name and email address) is maintained indefinitely and may be redistributed consistent with this project, in compliance with the license(s) involved, and maintenance of authorship attribution and software chain-of-custody.

You hereby accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Post Open Administration, which shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws.

Except for the licenses granted herein, to the Post Open Administration and licensees of Works distributed by the Post Open Administration, You reserve all right, title, and interest in and to Your Contributions.

Terms Added By Reference

This agreement includes, by reference:

Other References

These references are not included in this agreement, and are listed for your information.

  • The Bylaws of the Post Open Administration, at BYLAWS.html .

Copyright (C) 2024-2025 Post Open Administration. All rights reserved.

Terms

This agreement includes this entire document and those portions included by reference, including (but not limited to) the definitions and the prelude, except for the Advisory Notes and Working Notes.

Parties

Any legal person (that is, any natural person or legal entity) may enter into this agreement, subject to the terms of the definition of You. The right to enforce this agreement is limited to Contributors, Beneficiaries and the Post Open Administration. No other third-party-beneficiaries are contemplated by this agreement.

Every living person who deliberately authors a portion of a Work with intent for it to be a Contribution, or otherwise makes a Contribution, must first enter into this agreement. Each Beneficiary that deliberately participates in the creation of a portion of a Work with intent for it to be a Contribution or otherwise makes a Contribution, must first enter into this agreement. If any party is able to make a Contribution, or place a work under the Post Open License without first executing this agreement, such shall be deemed an acceptance of the terms and conditions of this Agreement by performance.

This agreement is between You, the Post Open Administration, and all other parties to signatory to this agreement. You agree to all of the terms of this agreement, including, but not limited to, all terms included by reference.

Each signatory to this agreement attests that:

  1. You are a natural person with contractual capacity.
  2. If you are signing on behalf of the second party: you, or all second-party signatories collectively, are authorized to enter into this agreement for all entities defined as You.
  3. That you enter into this Agremeent only for lawful purposes compliant with the terms of this Agreement.
  4. That you are not under influence of any party with intent to circumvent this agreement, and that you will remain free of such influence.
  5. That you understand this entire agreement and agree with all of its terms and conditions.

In the case that an entity entering into this agreement does not have contractual capacity (for example: a legal minor or a person whose rights have been abridged through court order) You must be both a natural person with contractual capacity who is responsible for that entity, and that entity.

Payment

No less than annually, and monthly when sufficient funds exist to support that operation, the Post Open Administration will take the funds it collects, minus its operating costs and a reserve that the executive board decides to hold, and apportion those funds to Contributors and Beneficiaries, conveying payment to them in a national currency in compliance with the laws applicable to the Contributor and the Post Open Administration. No more than 25% of gross revenue may be allocated to reserve. [A large reserve may be necessary for software patent defense or dealing with other legal and legislative challenges.] Your participation in the Apportionment process, and payment when appropriate, is contingent upon Your agreement with, and continuing compliance with, these terms. [The algorithm for Apportionment involves instrumenting git revisions, by default uses the email of the author of the revision (a Post Open ID in newer code, otherwise an email address mapped to a Post Open ID), and should be able to detect additions, deletions, and white-space-only changes. It is still in development, and is expected to evolve. ]

All Beneficiaries except for

  1. The estate or successor of a real person who was a Contributor.
  2. A government-recognized charity, for example: in the United States an organization granted status by the Internal Revenue Service under Title 26, Section 501(c)3 of the United States Code.

must be a party to this agreement in good standing in order to receive funds. The exception is because such estates, successors, and charities may be identified by others and may have a Post Open ID created for them, without their cooperation. [For example, when someone wishes the descendants of a deceased developer to receive funds for their work, or when a developer designates a charity as the destination of funds for their work.] Any legal entity may, at their option, enter into this agreement. All Beneficiaries must have a Post Open ID for purpose of identifying them for disposition of funds.

Where You are performing work-for-hire for another legal entity which is to be the Beneficiary paid funds related to your Contribution, or You wish funds related to your Contribution to go to any other Beneficiary, You must mark that portion of the Work in a form specified by the Post Open Administration with both your own Post Open ID and that of the Beneficiary, which will cause funds related to that Contribution to be apportioned to that Beneficiary. Post Open IDs for a Beneficiary are created using the web form at https://postopen.org/create_id . [The definition of Post Open ID includes how to specify the Beneficiary as part of a Post Open ID. ]

The Post Open Administration may, at its option, waive or negotiate fees with an entity temporarily, for no more than a period of three years, as an incentive for a company to take a paid license, or when it believes that to do so might protect the licensee from bankruptcy or make it more likely that they would be able to pay our full licensing fee at a later date. There may be no such waiver or negotiation for groups or more than one unrelated legal entity acting together. [This is to prevent a group of companies that threaten us with lawsuit or witholding of funds until we negotiate.] Once fees are waived or negotiated, they may not be waived or renegotiated again with the same entity or a related entity for a period of 6 years after the first date that the waiver or negotiation was in effect.

When the Post Open Administration is unable, with reasonable effort, to reach an entity or their successor for purposes of payment for a period of three years, the Post Open Administration will no longer be liable to pay that entity. Funds that might have gone to that entity will revert to the general fund for Apportionment to other developers.

The Post Open Administration is not liable to pay any party or perform any other activity when such would be restricted by laws applicable to the Post Open Administration or the other party, or there is a significant legal burden in navigating such laws. To avoid potential strife among developers, the Post Open Administration may prevent or prohibit the use of a Post Open ID designating such parties. [See https://ofac.treasury.gov/ for some of the many sanctions, of just one nation of over 200 in the world, that complicate this issue. ]

Identification

You must obtain a Post Open ID from the Post Open Administration.

The Post Open Administration may provide You with a cryptographic device or cryptographic data to authenticate use of your Post Open ID. All such devices and data remain the property of the Post Open Administration even though You may be charged a fee for their delivery, use, or operation. You will comply with direction from the Post Open Administration on the storage, use, operation, and disposition of all such devices.

You must allow the Post Open Administration, its affiliates and contractors, and governments to investigate You for the purpose of positive identification of the entity issued the ID, and verification that You are free from influences that could cause You to compromise the security of software in the Post Open Collection and the operation of the Post Open Administration.

The Post Open Administration, optionally with use of its outside security contractors, may report your identification to governments for the purpose of maintaining security and chain-of-custody of software in the Post Open Collection and for reporting to courts, tax, anti-money-laundering, and other government authorities as is required of it.

You must only allow the use of a Post Open ID and any associated cryptographic device or cryptographic data only by the exact entity to which it was issued and no other, and only to accurately identify that entity. You must use a Post Open ID and any associated cryptographic device or cryptographic data only for lawful purposes as directed by the Post Open Administration, and only those purposes that maintain the security and quality of software in the Post Open Collection, and the security of the Post Open Administration and users of software in the Post Open Collection.

Where You are the sole, leading or central developer of a Work, You must provide information on how to reach You in the CONTACT.txt file in the top-level directory of the work. You must maintain the currency of this information as You update the Work.

Contributions

You must apply the unaltered text of the Post Open License to Your Contribution, and You are granted permission to use the copyrighted text of the Post Open License to do so. This should be placed in the file LICENSE.txt in the top-level directory of the Work. Where portions of the Work are under a Combinable License, you must clearly state that fact in the CONTACT.txt file.

You are granted permission to provide an unaltered copy of the Post Open License to any party for review of this agreement before entering into them.

You must not alter or misrepresent the terms of the Post Open License, and legal translations must be approved by the Post Open Administration.

You must not deliberately place anything of this nature in a Contribution:

  1. Export Controlled Use. This includes (but is not restricted to) any modification for a military or defense purpose.
  2. Anything with malicious or criminal purpose or effect.
  3. Anything intended to deceptively or surreptitiously exploit a resource of the user on behalf of another party.
  4. Anything for any purpose that is unlawful or contrary to the direction of the Post Open Administration.
  5. Deliberate bugs or omissions. [We understand that there will be accidental ones.]
  6. Improperly attributed works.
  7. Technology for circumventing the Post Open License.

You must access facilities of the Post Open Administration only for lawful purposes, only for those purposes which are compliant with direction of the Post Open Administration, and only for purposes which maintain the security and quality of the Post Open Collection, and the security of its users and the Post Open Administration.

You must cooperate with investigations when requested to do so by the Post Open Administration, including with investigators who are contractors to the Post Open Administration or agents of governments. You explicitly waive the right not to incriminate Yourself if such a right applies to You. [This is for the purpose of determining abuses by Contributors such as back-doors, attempts to bias the Post Open apportionment process, and for cooperating with government in civil or criminal prosecution.]

The Post Open Administration may take any action necessary to protect the security, integrity, desirability by users, and proper operation of the Post Open Collection and Works therein.

Proper attribution is more important in Post Open than it was in Open Souce, because it is a key part of determining how payment is distributed in the Apportionment process. Thus, Contributors are expected to provide correct attribution in a way that can be detected by our Apportionment software. This is expected to be a low-overhead effort for modern development, because it mainly will be part of the git check-in process. Adding proper attribution to a historical Work may require significant effort. There is a facility that can be used to map historical email addresses to Post_Open_IDs that can ease this process when historical work was done using git or another revision control system.

You must correctly attribute each real person who has created a part of a Contribution, using a Post Open ID, and each entity involved in that creation if the real person is unknown. If a person or entity does not have such an ID, You must create one using the web form at https://postopen.org/create_id/ Where a contributor is unknown (because some Open Source projects historically did not keep this information well), You must use a Post Open ID indicating that status and record any supplemental information You have regarding the identify of software creators in the CONTACT.txt file and, if known, the entity employing the contributor at that time.

Where a Contribution is a work for hire, you must designate the employer or its successor as a Beneficiary as specified in the definition of Post Open ID. You represent that each Contribution is either entirely original to You or or identifies all other contributors to the best of your knowledge using a Post Open ID.

You must not include code generated by a Machine Learning Model (commonly referred to as AI) in a Contribution, or use AI-assisted tools in creating a Contribution or bug reports. Where a Contribution contains content produced in whole or part by a Machine Learning Model that was generated outside of this agreement, You must attribute that portion of the work as so generated and not qualified for apportionment, using the appropriate Post Open ID. [The Post Open Administration believes that much AI-created content is not copyrightable, potentially copyright-infringing, and also is likely to include security and technical issues which may not be immediately obvious. We thus require your cooperation in avoiding future legal complications related to such works. We may, for example, have to attribute that portion of the work to another party who provided input, willingly or not, to the Machine Learning Model.]

Where a work is not Yours but may be legally included in the Post Open Collection by nature of being in the public domain, not subject to copyright, or being a work under a Combinable License, You must preserve the original license in a prominent location with the work and identify the source of that work and mark it with an appropriate Post Open ID for such works. Where it is the copyrightable work of a human being, with the possible addition that you believe it to be a work for hire for their employer, a Post Open ID for them must be used, and you must create both the ID for the person and for the employer or their successor, if necessary, and use the combined IDs if necessary. [In general, this is best done by preserving the revision system data for the addition, possibly by adding it as a separate Contribution, and mapping email addresses to Post Open IDs as necessary.] Such works are eligible for Apportionment and You must make a best effort at adding and preserving data such that authors are compensated for their work . Works not subject to copyright include (but are not restricted to) anything that is not a work of authorship by a human being, for example algorithm-generated code, and simple collections of facts without any significant effort of curation, for example a table of logarithms. Mark such works with the Post Open ID [email protected], [email protected] (specifically for the output of Machine Learning Model in a work not originally planed to be a Contribution), or another ID specific to the type of the work.

Technical Support

The Post Open Administration may offer commercial technical support regarding your Contribution. The Post Open Administration will choose its own contracting terms and, within those terms, will make an effort to preferentially contract a core developer of the Contribution, or the developer of a specific portion. The Post_Open_Administration may use its own staff in all communications with the customer [To present the customer with a convenient and familiar interface using staff trained for customer-facing aria-labels, and because dealing with customers can be problematical for the developer, especially if the customer's communications are less than desirable or the developer is poorly equipped for a customer-facing aria-label.]. The Post Open Administration may modify the decision to use Your services based upon availability, experience, speed, quality, communications, convenience, and other factors. Profit of the Post Open Administration derived from support of Your Contribution will be directed to the pool for Apportionment, not specifically to You. [Because we do not wish to provide an incentive for software that frequently requires service.]

The Post Open Administration may itself become the client for service in order to effect swift repairs and to maintain the quality of the Post Open Collection, for example when a security alert is raised regarding Your Contribution. The cost of this service may be deducted from Your Apportionment. [This is so that software that frequently requires service is a liability to the contributor, rather than an asset, and thus so that there is an incentive to produce high quality software.]

Representation and Prosecution

The Post Open Administration may enter into this agreement with other parties on Your behalf, such that these terms are an agreement between all signators, and may bring civil and criminal prosecution against violations of this agreement on Your behalf.

The Post Open Administration may bring civil and criminal prosecution against copyright infringement, moral rights, and breach of contract cases regarding your Contribution, represent You, settle or pursue a court award, and control the disposition of funds resulting from prosecution. These cases may be brought regarding the Post Open License or any Open Source license with which You have formerly or presently licensed a Contribution.

The Post Open Administration may bring civil and criminal prosecution against historical infringers of Your Contribution on Your behalf, including infringement that occurred before You made your Contribution. [In other words, we can sue parties that did not comply with your Open Source license.]

All parties whom the Post Open Administration approaches to potentially prosecute for copyright infringement, moral rights, or breach of contract that would have been resolved by a paid Post Open License at the time of infringement or breach will be given at least one chance to resolve their case at minimum cost via the Remediation Process before prosecution, by becoming a paid licensee from that date onward. The Post Open Administration is not obligated to make any such offer once prosecution has begun.

The Post Open Administration may, or may not, at its option, require disgorgement of wrongful income, punitive damages, and other legal strategies in prosecution and as part of the Remediation Process and prosecution. The Post Open Administration may, for example, offer forgiveness of past infringement if an entity elects to join as a paid licensee before legal action, and if a company fails to do that, pursue them with a lawsuit including disgorgement and punitive damages. The Post Open Administration may change whether or not it requires disgorgement, punitive damages, and other legal strategies per case, and over time.

In the event that You are notified that the Post Open Administration is prosecuting a case on your behalf and You can not present evidence of already being in negotiation with the party being prosecuted at the time of notification, You must not separately negotiate with a party being prosecuted. [This is so that all Contributors present a unified front to infringers and so that we can prosecute any copyright, moral rights, or contract cases regarding the entire Post Open Collection, rather than a single work.]

The Post Open Administration and its associates such as law firms and anti-software-patent organizations may represent you, or otherwise arrange for your representation, in any case brought against the Post Open Administration or Contributors of the Post Open Collection. [These terms are so that the Contributors present a united front in any case and possible counter-suit (for example, to terminate the Post Open License of a patent aggressor).]

Employee Compensation

Annual salary and bonuses for executives of the Post Open Administration must be no more than 1.5 times the highest value specified in the most recent rate-of-pay adjustment for the United States Senior Executive Service, (established by Title 5 of the United States Code, Section 5382) or its equivalent in their national currency. These rate adjustments are published as orders in the United States Federal Register, and also by the United States Office of Personnel Management, for example see the 2024 data at https://www.opm.gov/policy-data-oversight/pay-leave/salaries-wages/salary-tables/pdf/2024/ES.pdf

Executive compensation may also include director and officer liability insurance, health insurance for the employee and their family, travel medical and evacuation insurance, a road motor vehicle and operating and maintenance expenses for that vehicle, and relocation expenses decided by the Post Open Administration, and not to exceed 1/3 of annual salary per year and per relocation.

Members of the Board of Directors are intended to be working Contributors of works in the Post Open Collection, and are thus to be compensated as part-time employees. Salary and bonuses for directors must be no more than 1/4 of the salary and bonus specified for executive compensation.

Director compensation may also include director and officer liability insurance and travel medical and evacuation insurance.

All other employees are to be compensated at a rate no greater than one competitive with their employment market for their qualification (including their specialties, education, experience, capabilities, and other assets such as reputation) in their location, and may receive any of the benefits stated for executives, as decided by the Post Open Administration.

All employees as well as volunteers may be compensated for travel and lodging expenses at a modest rate: flights are to be coach class and may include a premium seating enhancement, or are to be reimbursed at the equivalent rate for coach with premium seating enhancement at the time of booking if a higher class is chosen.

All employees are responsible to choose lodging, meals, and other travel expenses that are clean, safe, and sufficient, but not extravagant unless no other choice is available.

Employees must responsibly book travel in advance, when possible, when that will cause a cost savings, potentially with some form of trip cancellation coverage.

Employees and volunteers must not claim reimbursement for alcoholic beverages, tobacco products, cannabis products or recreational drugs, even if they are legal and socialized where the employee is at the time. Please warn any business guests of this. [Besides the legal complications, we don't wish our contributors to percieve that we are partying at their expense.]

Revision of These Terms

Revisions of this agreement are effective immediately upon all signatories to a previous version when the executive board of the Post Open Administration votes to publish, and announces and publishes, a Final version of this agreement. [Open Source has had a lot of unforseen consequences, and we expect that Post Open will be no different. For example, apportionment is expected to be a complicated process which can never be perfected, and rule changes will probably be necessary.]

Colophon

[Bruce Perens created this document, including the legal text and the HTML, JavaScript, and CSS for the web version with definition pop-ups. Steve Wood and Jeff Villalobos of Vela Wood are providing legal review, under supervision of Kevin Vela.

In the web version of this document, attention was given to access by the visually-impaired: CSS voice-stress is used on defined terms. The HTML attributes aria-description and aria-details are inserted using JavaScript to provide access to definitions for the visually-impaired, just as pop-ups are inserted for people without visual disability. The ability to disable pop-ups is provided, in case they get in the way of visually-impaired readers. Links to definitions are present for users that disable JavaScript. ]