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REP9

Licence definition

REP9-0.1

REP9-0.1

The REP9 Licence 0.1 (DRAFT)

The full legal code for REP9-0.1, with the plain-English summary kept beside it for reading context.

Identifier
REP9-0.1
Version
0.1
Status
Draft
Canonical
https://rep9.net/licenses/0.1

Legal code

The Licensor grants the licence set out below over the Contributions and the Record, to the extent the Licensor holds Rights in them, and reserves all other Rights. No acceptance by any Recipient is required or requested (see Section 5).

Section 1: Definitions

For the purposes of this Licence:

  1. Contribution means anything the Licensor communicates in the Conversation, whether spoken or written, and any other material the Licensor shares, to the extent the Licensor holds Rights in it.
  2. Conversation means the exchange, spoken or written, in which the Declaration is made, however that exchange is conducted, mediated, captured, or attended, including by automated systems.
  3. Declaration means the statement by which the Licensor communicates that they are contributing to the Conversation under this Licence, including a statement containing a resolvable Instance URL or the canonical URL of this Licence.
  4. Instance means the record, published at a URL of the form https://<id>.rep9.net, that identifies this Licence and its version, the Licensor slot, and the scope of application. An Instance contains no licence text of its own; the published text of this Licence governs.
  5. Licence means this document, The REP9 Licence, Version 0.1 (REP9-0.1).
  6. Licensor means the participant in the Conversation who makes the Declaration and grants this Licence.
  7. Ordinary Conversational Uses means, in relation to the Conversation: (a) recording it; (b) transcribing it; (c) taking notes of it; (d) making summaries of it for a participant's own reference; (e) retaining the Record; and (f) quoting Contributions internally among Those Present.
  8. Recipient means any person, organisation, or automated system that receives, holds, or processes the Record or any Contribution, in whole or in part, at any time.
  9. Record means any capture of the Conversation or of any Contribution, in whole or in part, in any medium or format, including recordings, transcripts, minutes, notes, summaries, and logs, and any copy of any of these.
  10. Reserved Uses means the uses described in Section 3 to which the grant in Section 2 does not extend.
  11. Rights means copyright and rights closely related to copyright, including, where they arise, rights in performances, recordings, and transcripts, that apply to a Recipient's use of the Record or a Contribution and that the Licensor holds. Rights does not include patent or trademark rights, which are not licensed under this Licence.
  12. Third-Party Arrangement means any agreement, assignment, licence, duty, or other arrangement binding the Licensor or affecting the Rights that arises other than under this Licence; for example, a platform's terms of service, a contract of employment, or an agreement between participants or between the organisations on whose behalf they take part.
  13. Those Present means the participants in the Conversation at the time the relevant Contribution is made, together with (a) any organisation on whose behalf such a participant takes part, and (b) any system operated by or for a participant in connection with the Conversation.

Section 2: Grant of Licence

  1. Grant. Subject to Section 3 (Scope of the Grant; Reserved Uses), the Licensor grants to each Recipient a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable licence to exercise the Rights in the Contributions and the Record for the Ordinary Conversational Uses.
  2. Direct licence to each Recipient. Every Recipient of the Record or of a Contribution receives this Licence directly from the Licensor, on the terms of this Licence. Because each Recipient is licensed directly, no Recipient needs to sublicense the Rights to another, and no Recipient may do so.
  3. Extent of the Licensor's Rights. This Licence operates only to the extent the Licensor holds Rights in the relevant material. It grants nothing in respect of material in which the Licensor holds no Rights, and nothing in this Licence is a statement that the Licensor holds any particular Rights.
  4. Media and formats. The Ordinary Conversational Uses may be exercised in all media and formats now known or later developed, and technical steps necessary to exercise them are within the grant.
  5. No assignment. Nothing in this Licence transfers ownership of any Rights.

Section 3: Scope of the Grant; Reserved Uses

The grant in Section 2 is expressly limited. A use of the Record or of a Contribution that falls within a Reserved Use is outside the scope of this Licence and is not licensed by it. The Reserved Uses limit what the Licensor has permitted; they do not impose obligations on any Recipient and do not require anyone's agreement.

3.1 No AI training. The Licence does not extend to any use of the Record or of any Contribution to train, fine-tune, or otherwise adjust the parameters of any artificial-intelligence or machine-learning model, including foundation models, language models, and embedding or classification models. Any such use is outside the scope of the grant in Section 2 and is not licensed. For clarity, this Reserved Use does not affect transient automated processing performed solely to deliver the Ordinary Conversational Uses (for example, automatic transcription or summarisation of the Conversation), where that processing does not result in the Record or any Contribution being retained within a model's parameters.

3.2 No derivative works. The Licence does not extend to the making of derivative works from the Record or from any Contribution, including adaptations and works produced substantially from the Record or Contributions in altered or transformed form. Any such use is outside the scope of the grant in Section 2 and is not licensed. For clarity: (a) the Ordinary Conversational Uses, including transcription of the Conversation and summaries made for a participant's own reference, are not treated as the making of derivative works for the purposes of this Reserved Use; and (b) this Reserved Use speaks only to the Rights the Licensor holds in the expression of the Contributions; it does not address, and cannot restrict, the use of ideas, facts, or information as such, which the Rights nowhere reach.

3.3 No redistribution beyond Those Present. The Licence does not extend to the distribution, publication, or other provision of the Record, or of any substantial part of it, to any person, organisation, or system other than Those Present. Any such provision is outside the scope of the grant in Section 2 and is not licensed. For clarity: (a) sharing the Record among Those Present, including within an organisation on whose behalf a participant took part and with systems operated for a participant in connection with the Conversation, remains within the Licence; and (b) this Reserved Use is a limitation on the scope of the licence the Licensor grants; it is not a confidentiality undertaking by any Recipient and does not require any Recipient's agreement.

3.4 No use in proceedings. (a) The Licence does not extend to the use of the Record or of any Contribution in, or in preparation for, legal or regulatory proceedings, unless the Licensor has given prior consent to that use. Any such use without that consent is outside the scope of the grant in Section 2 and is not licensed. (b) Relationship to law. This Reserved Use is a limitation on the scope of the licence the Licensor grants, and nothing more. It does not, and does not purport to, limit, delay, or otherwise affect: (i) any disclosure or use of the Record or of a Contribution that is required or authorised by applicable law, by the order of a court or tribunal, by a regulator, or by rules of procedure or evidence; (ii) any person's compliance with legal process, including disclosure, discovery, subpoena, or witness obligations; or (iii) any use that may lawfully be made without the Licensor's permission. To the extent any such requirement, authorisation, or entitlement applies to a use, this Reserved Use does not apply to that use. (c) For the purposes of this Reserved Use, consent given by the Licensor may be specific or general, and consent to a use in one proceeding is not consent to any other use. This Reserved Use is expressed subject to Section 6 in full, and it operates only where, and to the extent that, the Licensor's permission would otherwise be needed for the use in question.

Each Reserved Use is effective to the extent the Licensor holds Rights in the relevant material, is subject to Section 6 in full, and is a limitation on the scope of the grant and nothing more. Nothing in this Section is a statement about outcomes: what follows from an unlicensed use is a matter for applicable law (see Section 8.4).

Section 4: Reservation of Rights

  1. All Rights in the Contributions and the Record that are not expressly licensed under Section 2 are reserved to the Licensor.
  2. No permission beyond the grant in Section 2 is to be implied from the making of the Declaration, from the Licensor's participation in the Conversation, or from the Licensor's silence on any use.
  3. Patent and trademark rights are not licensed under this Licence. Moral rights, and publicity, privacy, and similar personality rights, are not licensed under this Licence; to the extent such rights would otherwise restrict an Ordinary Conversational Use, the Licensor agrees not to assert them to the limited extent necessary to allow that use, but not otherwise.

Section 5: No Acceptance Required

  1. This Licence is a unilateral grant of permission by the Licensor over material in which the Licensor holds Rights, together with a reservation of the Licensor's remaining Rights.
  2. No Recipient is required or requested to accept, acknowledge, sign, or agree to anything as a condition of participating in the Conversation. The Conversation proceeds normally whether or not any Recipient reads this Licence.
  3. This Licence does not purport to create obligations for any Recipient. It defines the scope of the permission the Licensor gives; what falls outside that scope is simply not permitted by the Licensor under this Licence.

Section 6: Relationship to Law and Other Agreements

  1. Uses permitted by law. This Licence does not restrict, and shall not be interpreted to restrict, any use of the Record or of a Contribution that may lawfully be made without the Licensor's permission, including under fair use, fair dealing, or any other exception or limitation to the Rights. Where such an exception or limitation applies to a use, this Licence does not apply to that use.
  2. Disclosure and use required by law. Nothing in this Licence limits, or purports to limit, any disclosure or use of the Record or of a Contribution that is required by applicable law, by the order of a court or tribunal, or by a regulator, or that a person is otherwise legally compelled to make.
  3. Superior agreements. To the extent this Licence conflicts with a written agreement that binds the Licensor and that governs the Conversation or its subject matter, including a contract of employment and any agreement between organisations on whose behalf participants take part, that agreement prevails and this Licence yields, to the extent of the conflict. This Licence continues to apply to matters the superior agreement does not address. The yielding described in this Section 6.3 is elaborated by, and is subject to the preservation-of-position provisions of, Section 7 (Prior and Third-Party Arrangements).

Section 7: Prior and Third-Party Arrangements

  1. Extent of what is granted. This Licence licenses only what the Licensor is free to license. The Licensor may previously have licensed, assigned, waived, or otherwise dealt with Rights in a Contribution or in the Record under a Third-Party Arrangement; where and to the extent that is so, this Licence operates only on what remains with the Licensor to grant. Nothing in this Licence enlarges the Licensor's Rights, and nothing in this Licence grants anything that a Third-Party Arrangement has already placed beyond the Licensor's power to grant.
  2. Acknowledgement without admission. Where a Third-Party Arrangement exists and conflicts with this Licence, this Licence yields to it to the extent of the conflict, as Section 6.3 provides. However, nothing in this Licence, and nothing in the making of a Declaration, is an admission, acknowledgement, or agreement by the Licensor that any particular Third-Party Arrangement exists, is valid, has effect against the Licensor, or applies to the Conversation or to any Contribution. The yielding described in Section 6.3 is conditional on, and operates only to the extent of, the actual existence and effect of the relevant Third-Party Arrangement as determined under applicable law. The Licensor reserves in full the right to dispute the existence, validity, effect, or application of any Third-Party Arrangement, and this Licence continues to apply to everything that a Third-Party Arrangement does not, in fact and in law, reach.
  3. Participation on behalf of another; notice of third-party rights. Where the Licensor takes part in the Conversation on behalf of, or subject to obligations owed to, a third party, for example an employer, principal, or client: (a) this Licence is granted to the fullest extent the Licensor is authorised to grant it, and to that extent only; (b) this Licence operates as notice to each Recipient that rights or terms of that third party may attach to a Contribution or to the Record independently of this Licence, and that nothing in this Licence licenses, waives, or diminishes them; and (c) any permission a Recipient needs beyond the scope of this Licence, including in respect of any such third-party rights, must be sought from whoever holds the relevant rights; it is not given here. For the avoidance of doubt, this Section 7.3 is notice and reservation only. It does not impose any obligation on any Recipient, it does not make any Third-Party Arrangement part of this Licence, and it does not purport to bind any Recipient to any Third-Party Arrangement.

Section 8: Term; Non-compliance

  1. Term. This Licence applies for the duration of the Rights licensed under it.
  2. Effect of the Reserved Uses. The Reserved Uses in Section 3 operate as express limitations on the scope of the grant. A use that remains outside the Reserved Uses is within the Licence; a use that falls within a Reserved Use is outside it and was never licensed.
  3. Cessation as to a non-compliant use. Where a particular use of the Record or of a Contribution does not comply with this Licence, the Licence ceases to apply as to that use from the point of non-compliance. The Licence continues to apply to uses that remain within its scope, and it applies again to a use that is subsequently brought within its scope.
  4. No statement as to consequences. This Licence does not itself determine what follows from an unlicensed use. Any consequences are a matter for applicable law, and nothing in this Licence is a representation about them.
  5. Survival. Sections 1, 4, 5, 6, 7, 9, and 10 survive any cessation under this Section.

Section 9: Disclaimer

  1. No statement about the Licensor's Rights. The Licensor makes no representation about the existence, scope, or ownership of Rights in any Contribution or in the Record. The Licence operates to the extent such Rights exist and are held by the Licensor, and not otherwise.
  2. Offered as-is. The Licensor offers the Record and the Contributions, so far as licensed here, as they are. Nothing in this Licence is a promise about their accuracy, completeness, or fitness for any purpose.

Section 10: Interpretation

  1. No restriction of lawful use. For the avoidance of doubt, this Licence does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Record or of a Contribution that could lawfully be made without permission under this Licence.
  2. Severability. If any provision of this Licence is held invalid or ineffective, it shall, to the extent possible, be reformed to the minimum extent necessary to make it effective. If it cannot be reformed, it shall be severed without affecting the remaining provisions.
  3. No waiver. No term of this Licence is waived, and no non-compliance consented to, unless expressly stated by the Licensor.
  4. Headings. Headings are for convenience only and do not affect interpretation.
  5. Jurisdiction-agnostic interpretation. This Licence is drafted to be read according to its terms without reference to the law of any particular jurisdiction. Where the law of a jurisdiction necessarily applies to its interpretation, it shall be interpreted so as to give effect to its terms to the maximum extent that law allows.
  6. Fallback effect. Where, in any jurisdiction, a provision of this Licence is ineffective as a limitation on the scope of a licence, it shall be given effect to the maximum extent possible as a reservation of the Licensor's rights; and where it cannot be given effect as a reservation of rights, it shall stand as a statement of the Licensor's position, of which each Recipient has notice. This clause orders the ways in which a provision may take effect; it makes no statement about outcomes.