License Agreement for Community Weaver

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Last updated: May 7, 2018


Community Weaver License Agreement

Please read this full License Agreement (“Agreement”) carefully before clicking the "I Agree” button and using the Community Weaver online timebanking software and hosting (“Community Weaver”) provided by the Time Dollar Institute Inc., (doing business as TimeBanks USA or TBUSA). By clicking the “I agree” button or by otherwise using Community Weaver to create, administer or manage a timebank, you are agreeing to be bound by the terms and conditions of this Agreement. This licensee agreement replaces the previous Community Weaver licensee agreement, and goes into effect July 1, 2018.


PREAMBLE

This Agreement is made between the Time Dollar Institute Inc. (dba TimeBanks USA or TBUSA), a nonprofit corporation exempt from U.S. income taxation under Section 501(c) (3) of the Internal Revenue Code, located at: 5500 39th Street, NW, Washington, DC 20015, USA, and the CW Licensee (Licensee) as named below.

Whereas the mission of TBUSA is to nurture and expand a movement that promotes equality and builds caring community economies through inclusive exchanges of time and talents

Whereas TBUSA and the CW Licensee will share the Basic Rule of timebanking that one hour of service equals one time credit, regardless of the service provided,

Whereas TBUSA and the CW Licensee will share the TimeBank core values (See Appendix A) and seek to advance their implementation

Whereas TBUSA and CW Licensee desire for use of Community Weaver to: (a) develop timebanking programs and services, (b) serve the needs of timebanks, their programs and communities, and (c) encourage and foster cooperation towards the mission and core values of timebanking.

Now, therefore, based on mutual consideration, the parties agree as follows:


I. LICENSE TO USE Community Weaver SOFTWARE ON TBUSA SERVERS

TBUSA grants a limited, revocable, non-exclusive, non-divisible, non-transferable, non-assignable license to CW Licensee for use of Community Weaver web-based software as installed on TBUSA servers, strictly in accord with the terms of this agreement.


II. TERM

The Term of this Agreement shall be for one year commencing on the effective date set forth. It shall continue thereafter until revoked by TBUSA or surrendered by the CW Licensee, pursuant to the terms of this Agreement for revocation and surrender.


III. RESTRICTIONS

You agree not to and you will not permit others to: a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Community Weaver software or make the Community Weaver software available to any third party except by express agreement with TBUSA and under separate license.


IV. MODIFICATIONS TO COMMUNITY WEAVER

TBUSA reserves the right to modify, suspend or discontinue, temporarily or permanently, the Community Weaver software or any service to which it connects with or without notice and without liability to you.


V. DISCLAIMER OF WARRANTIES

(a) THE Community Weaver SOFTWARE IS PROVIDED TO YOU "AS IS, AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER Community Weaver APPLICABLE LAW, TBUSA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE Community Weaver SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TBUSA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE Community Weaver SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, Community Weaver SOFTWARES, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

(b) WITHOUT LIMITING THE FOREGOING, NEITHER TBUSA NOR ANY TBUSA PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE Community Weaver SOFTWARE, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE Community Weaver SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE Community Weaver SOFTWARE; OR (IV) THAT THE Community Weaver SOFTWARE, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF TBUSA ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS. (c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. (d) You agree that TBUSA assumes no responsibility for any content you submit, upload, create or make available through the Community Weaver Software. (e) TBUSA is not liable for the acts or omissions of its contractors, vendors and service providers. (f) Refund Policy: No refunds of fee to launch after purchase of license to launch and use Community Weaver software.


VI. DATA TRANSFER FROM OTHER TIMEBANKING SOFTWARE

A prospective CW Licensee whose timebank is using alternative timebanking software may request a transfer of its user data from its existing TimeBanking software to Community Weaver. In such cases, TBUSA will determine the reasonable cost of making such a transfer and will provide the prospective CW Licensee with a cost assessment. If the choice is made to go forward the licensee agrees to pay the transfer costs and will be invoiced for the amount assessed.

Upon transfer, the date when the licensee was activated under the original software will determine the start-up date for the transferred licensee’s timebank.

All terms of this license will apply to licensees who have transferred from other timebanking software platforms, including the applicable licensee fees as provided in Appendix B.


VII. LICENSEE FEES

TBUSA incurs significant costs in providing Community Weaver as a shared good to help expand the TimeBanking movement. These costs include software server and website hosting fees, server storage space, server maintenance, regular data backups and security updates to and updates to server-wide software, tech support, ongoing development of Community Weaver in response to industry standards and user requests and requirements, and, last but not least, technical and administrative support. The average annual cost of these services for the years 2014-2018 has been $77,880 per year. (Appendix C)

To ensure the sustainability of Community Weaver, TBUSA therefore retains the discretion to charge for the set-up and launch of new timebanks on Community Weaver and for supplying services that relate to the provision and use of Community Weaver. See Appendix B for regular fees as of July 1, 2018. Start-up options and the fee schedule for ongoing timebanks will be posted on the TBUSA Action Hub portal for licensees (“Action Hub”) and on additional sites that TBUSA may choose. The fee schedule posted at the time of application for a new timebank (or at the time of transfer from an alternative timebanking software platform) will be operative.

TBUSA may post a new fee structure at any time, but will provide a minimum of eight (8) weeks’ notice to all Community Weaver licensees using contact information listed on Action Hub at the time of notice. Any changes to the fee schedule will become operative at the start of the following billing cycle, the date of which will be determined by the notice of change.

Ensuring that the contact information for the licensee is current is the responsibility of each licensee. TBUSA will not be held responsible if notification is not received by the licensee because licensee contact information as requested by TBUSA is incorrect or out of date.


VIII. SUBSIDIARY RELATIONSHIPS

TBUSA and CW Licensee may cooperate with third-party organizations to achieve their respective objectives, but they shall not thereby, directly or indirectly, circumvent the intent of this Agreement.


IX. COMPLIANCE AND LIABILITY

AUTHORIZED Community Weaver LICENSEE STANDARDS

TBUSA reserves the right to determine the reasonable minimum standards for defining an “authorized CW Licensee.” The current standards are:

(a) The term “hours” is used by Community Weaver to describe the medium of exchange. Other terms, including “time credits,” “time hours,” “timebank hours,” “community credits” or “service credits” are also acceptable -- so long as the Basic Rule (see Preamble) is being followed.

(b) The currency will be used in accord with the standards and principles established by TBUSA as the original home of timebanking as developed by Edgar S. Cahn, timebanking founder. These standards are essential to retaining the currency’s tax-exempt status.

(c) The licensee agrees to take responsibility for ensuring that the timebank coordinators and members operate in such a manner as to do no harm either to the reputation of the currency or of TBUSA.

(d) The licensee agrees that TBUSA may use the data stored by CW in relation to the timebank (in accord with privacy agreements below.)

(e) Payment for services is made in accordance with the Fee structure spelled out in this license or by separate written agreement as mutually agreed to by TBUSA and the licensee.

(f) TBUSA may reach out to licensee and the timebank coordinators and members to secure additional donations in support of Community Weaver sustainability as needed.

TBUSA Community Weaver LOGO

The Community Weaver name at the bottom of the page on the Community Weaver software shall not be removed by CW Licensee.


X. PRIVACY POLICIES -- CONFIDENTIAL INFORMATION

The individual identities and profiles of Community Weaver users shall not be disclosed to any third party by TBUSA.

However, in furtherance of the mission of TBUSA and to promote and develop timebanking as a complementary currency, TBUSA may collect CW Licensee usage data that is non-specific to individual users and will not disclose their individual data. Examples include, but are not limited to: total number of licensees; total registered users; total number of active users; hours earned and spent by geographic region; the top rated exchange categories – either nationally or within regions; male versus female participation; participation by age-range etc.


XI. RELATIONSHIP OF PARTIES

The relationship of TBUSA and CW Licensee to each other is that of independent contractors. Nothing herein shall create any joint venture, partnership or agency relationship of any kind between the parties. Unless expressly agreed to in writing by the parties, neither party is authorized to incur any liability, obligation or expense on behalf of the other, to use the other’s monetary credit in conducting any activities under this agreement, or to represent to any third party that the CW Licensee is an agent of TBUSA.


XII. INDEMNIFICATION

CW Licensee shall hold harmless TBUSA, its officers, directors, members and agents, from and against any and all claims, actions, suits demands, losses, damages, judgements, settlements, costs and expenses (including reasonable attorneys’ fees and expenses) and liabilities of every kind and character which may arise out of the acts or omission of the CW Licensee, its officers, directors, members and agents, whether in connection with this Agreement or otherwise. The provisions of this Section shall survive any revocation, surrender or other termination of this Agreement.


XIII. TERMINATION OR REVOCATION

Termination by licensee

A CW Licensee may terminate this agreement at any time upon one (1) month’s notice to TBUSA, thereby ending its use of Community Weaver. As a matter of security for the CW Licensee, TBUSA will retain the terminated CW Licensee’s timebank’s data in CW for up to, but no more than, six (6) weeks, and will make it available to the Licensee on request.


Transfer of data from Community Weaver

Within a two-week time limit, a former CW Licensee may request a transfer of its data to another TimeBanking software. In such cases, CW Licensee agrees to pay any and all reasonable costs as incurred by TBUSA to transfer user data as requested.


Termination or revocation by TBUSA

Detrimental Use of TimeBanking: TimeBanks USA reserves the right to revoke or terminate the Community Weaver license of any timebank that uses or deploys Community Weaver software in ways that (a) violate the core values of timebanking, or (b) are intended to harm or destroy the reputation of timebanking as a medium of exchange that is oriented to humanistic values and individual and community well-being.


Non-payment of fees

Up-to-date payment of fees by fee-paying CW Licensees for use of Community Weaver as supplied by TBUSA is an expression of the mutual benefit of the parties in achieving the spread of timebanking to expand individual and community well-being and capacity. Therefore, late or non-payment of fees will be viewed by TBUSA as a failure by the CW Licensee to meet its obligations in furtherance of the shared objective that this Agreement supports. In the case of economic hardship, TBUSA may choose to engage with the licensee in shared efforts to raise the funds needed, but only if it is determined that the licensee is making a good faith effort to raise the funds needed for payment. Otherwise, failure to make payment may result in revocation of this Agreement and of license to use Community Weaver.

If payment has not been made within one (1) month from the due date, TBUSA will send a reminder notice to the CW Licensee or its representative, giving (1) one additional month for payment. If payment has not been received by the end of that additional month, the CW Licensee’s Community Weaver site and data will be made inactive unless some other agreement is made between the parties in relation to the non-payment in question.

A CW Licensee’s data and Community Weaver site, if made inactive for non-payment, will be reactivated only on payment on terms agreed to by the parties. If no payment is forthcoming, this License will be revoked and this Agreement between the parties terminated. Upon termination or revocation of this Agreement, CW Licensee shall have no further rights to use of Community Weaver until such time as payment is secured.


Termination and Revocation

Termination or revocation of this Agreement shall not relieve either party of any obligations due and/or payable to the other party. Revocation and termination will not preclude the CW Licensee and TBUSA from entering into a new agreement at some future date. TBUSA shall be entitled to retain any and all fees paid by the CW Licensee in accord with signed mutual agreement.


XIV. DISPUTE RESOLUTION

All disputes arising among or between the Parties and relating to this Agreement shall be resolved in the following order of preference;

(a) By good faith negotiation between representatives of the Parties involved who have authority to resolve the dispute fully and fairly.

(b) In the event that negotiations fail to resolve the dispute, the parties shall endeavor to resolve the dispute by non-binding mediation under the Commercial Mediation rules of the American Arbitration Association (AAA) using a neutral mediator mutually acceptable to the Parties and with the costs shared equally.

(c) In the event that the mediation provided by Section b fails to resolve the dispute, this Agreement shall be governed by and interpreted under the laws of Washington, DC which are applicable to agreements made and to be performed in Washington DC, exclusive of its conflict of law rules.


XV. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TBUSA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE Community Weaver SOFTWARE OR THE CONTENT AND SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID BY YOU TO LAUNCH THE Community Weaver SOFTWARE AND (ii) ONE HUNDRED DOLLARS (U.S.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TBUSA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. TBUSA DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE Community Weaver SOFTWARE, TIMEBANKS USA SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE Community Weaver SOFTWARE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF TBUSA. THE USERS OF CW AND TBUSA SERVICES ASSUME THE RISK. UNDER NO CIRCUMSTANCES SHALL TBUSA BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Community Weaver SOFTWARE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE Community Weaver SOFTWARE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO TIMEBANKS USA RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED THROUGH THE SOFTWARE AND YOU TO THE TIMEBANKS USA SERVICES AVAILABLE THROUGH THE Community Weaver SOFTWARE.


XVI. GOVERNING LAW

This Agreement is governed by and construed in accordance with the internal laws of the United States and the District of Columbia without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the District of Columbia in each case located in Washington, DC. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


XVII. LIMITATION OF TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Community Weaver SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.


XVIII. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and TBUSA with respect to the Community Weaver software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. BY USING THE Community Weaver SOFTWARE, YOU

A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;

(B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (

C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE Community Weaver SOFTWARE.



Appendix A: Core Values of Timebanking (Exact Wording May Vary)

Assets: We are all assets. Everyone has something to contribute.

Work: Some work is beyond price. Work must be redefined to value whatever it takes to raise healthy children, build strong families, revitalize neighborhoods, make democracy work, advance social justice, and make the planet sustainable. That kind of work needs to be honored, recorded and rewarded.

Reciprocity: Helping works better as a two-way street. The question: How can I help you? Needs to change so we ask: “How can we help each other build the world we both will live in?”

Social Networks: We need each other. People helping each other reweave communities of support, strength and trust. Community is built upon sinking roots, building trust, creating networks that are built on mutual respect and commitment.

Respect: Respect demands accountability. The voices of all must be heard and heeded so as to promote social justices and compel accountability.


Appendix B: Fee Schedule as of July 1, 2018

For Timebanks that have completed their first year (1)


Range of Members (2) 1st Biannual Fee, Due March 31 2nd Biannual Fee, Due Sept 30 Total, Annualized fee
1 -34 $30 $30 $60
35 - 49 $60 $60 $120
50 - 79 $90 $90 $180
80 - 99 $120 $120 $240
100 - 119 $160 $160 $320
120 - 149 $200 $200 $400
====== ====== ====== ======
150 - 199 $240 $240 $480
200 - 249 $340 $340 $680
250 -349 $440 $440 $880
350 - 499 $590 $590 $1,180
500 - 749 $880 $880 $1,760
750 - 1000 $1,200 $1,200 $2,400
1000+ Negotiated Negotiated Negotiated


  1. Start-up timebanks pay a start-up fee only. for year one. Fees for hosting, tech support and so on begin at the start of year 2.
  2. Member count is as follows: the number of members shown in the member number display in your timebank’s Community Weaver minus two (2): Admin coordinator and Community Fund. The member number display in your timebank’s Community Weaver does not include applying members and accounts that are disabled.


Here are the principles upon which the fee structure is based:

  • Fees will be assessed on timebanks, not on individual members.
  • Fees will be based on ranges of timebank members, example 35-49 members
  • The ranges should be chosen to achieve small changes in per-member costs when moving from one range to the next.
  • Timebank fees will be charged on a biannual basis, (that is, two times a year), Jan 15 due March 31 and and July 15 due September 30.
  • To establish the range for your timebank, the number of members will be counted at a point in the period Jan 1 to Jan 15 and again in the period July 1 to July 15.
  • If, in July, your timebank’s membership growth (or decrease) has put your timebank into a new range, your second biannual payment will be associated with that range.
  • Timebanks that use one instance of Community Weaver will be treated as one timebank.
  • Start-up timebanks pay only a start-up fee in the first year -- hosting and tech-support fees begin in year 2. The starting date for timebanks is established when a timebank URL is activated, and will be unchanged by signing the new license agreement.


Appendix C: Cost Basis for Community Weaver (Calculated on the basis of average costs 2014-2018)

Here are the estimated average annual fees to keep Community Weaver up and running.

Costs of Community Weaver3 Monthly Annually
Server hosting $700 $8,400
Ongoing software security and maintenance $500 $6,000
Software development (bug fixes and minor improvements) $1,500 $18,000
Technical support for coordinators using CW $2,700 $32,400
Administrative support for existing and new timebanks using CW $500 $6,000
TOTAL DIRECT COSTS $5,900 $70,800
General overhead (10 percent) $590 $7,080
TOTAL $6,490 $77,880


  • TBUSA may update and alter the cost basis for Community Weaver at its discretion, depending on the actual expenses incurred for developing, maintaining, and hosting Community Weaver and providing technical and administrative support.