Community Weaver License Agreement

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July 2015

TimeBanks.org Community Weaver Licensee Agreement

This Licensee Agreement is made between TimeBanks.org, 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 21005, USA, and the Community Weaver Licensee – or CW Licensee’s Representative – (CW Licensee) as named below.

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

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

Whereas TimeBanks.org 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 on issues affecting the mission and core values of timebanking.

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

LICENSE TO USE COMMUNITY WEAVER SOFTWARE ON TIMEBANKS.ORG SERVERS

TimeBanks.org 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 TimeBanks.org servers (this includes server and website hosting fees, server storage space, server maintenance, regular data backups and security updates to and updates to server-wide software, and ongoing development of Community Weaver in response to industry standards and user requests and requirements.)

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 TimeBanks.org or surrendered by the CW Licensee, pursuant to the terms of this Agreement for revocation and surrender.

LICENSEE SET-UP

TimeBanks.org retains the discretion to charge a fee for setting-up a new timebank on Community Weaver. Details of the set-up fee will be posted on the TimeBanks.org Action Hub, and in additional sites that TBUSA may choose to add. The fee posted at the time of application for a new timebank will be the operative fee at that time. Thereafter, licensees may choose from a range of options, including a free version.

LICENSEE OPTIONS

CW Licensees may select from a range of three (3) options as described below.

TimeBanks.org may alter these options at any time, but will provide a minimum of four (4) weeks’ notice to all CW licensees using contact information listed on Actionhub at the time of notice.

Ensuring that the contact information for the licensee is current on Actionhub is the responsibility of each licensee. Timebanks.org will not be held responsible if notification is not received because information listed on Actionhub is incorrect or out of date.

In developing the licensee options, TimeBanks.org has taken into account that it incurs significant costs in providing CW as a shared good to help expand the TimeBanking movement.

Costs for CW include the following: 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 CW in response to industry standards and user requests and requirements, and, last but not least, administrative support. Together, these accumulate to over $60,000 per year. (Appendix B.)

Fee-Paying Option

This option will best suit (a) grant-funded non-profit organizations with paid staff and budgets of $80,000* or more – as evidenced by the IRS form 990 for the previous year, (b) government agencies, or (c) for-profit organizations. These organizations will be seeking to use CW on a contractual basis to organize a timebank for funded purposes in furtherance of mission. To meet funder requirements, this option makes it possible to anticipate, plan for and demonstrate regular payments for the use of CW in furtherance of mission-driven program responsibilities.

Under this option, all parties agree that mutual benefit between TimeBanks.org and the user of CW is best facilitated and achieved through an explicit contract. Current fees under this option are listed on the TimeBanks USA website, www.timebanks.org. On request by the TimeBank licensee, they may be separately determined by agreement.

  • In 2015 dollars, and adjusted for inflation thereafter.

Free (Donations) Option

For associational timebanks that are funded and/or managed by TimeBank members CW is provided and hosted for free. There will also be no charge for non-profit timebanks whose budget is less than $80,000 (in 2015 – this amount may be modified to reflect inflation over time).

As with the two other options, reciprocity and mutual benefit form the underlying relationship along with a shared desire to advance timebankng as a means for building wellbeing for individuals and communities in the United States and worldwide.

Therefore, in the spirit of TimeBanking, the licensee benefitting from the free option acknowledges and agrees that TimeBanks USA will seek licensee timebank’s supportive action in securing funds that will be used for developing and maintaining CW, as voluntary donations and/or in shared efforts to raise the necessary funds.

Co-op Option

Individual timebanks or Regional timebank alliances choosing this option agree to join with TimeBanks USA in a shared Training + Software venture. The aim is to create mutually beneficial revenue-generating possibilities that will encourage the spread of timebanking by supplying software-and-training packages for organizations and communities.

The co-op arrangement is subject to separate exploration, negotiation and agreement.

SUBSIDIARY RELATIONSHIPS

TimeBanks.org 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.

COMPLIANCE AND LIABILITY

AUTHORIZED CW LICENSEE STANDARDS

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

  • (a) Use terms time credits, time hours, timebank hours or service credits to describe the medium of exchange.
  • (b) Use the currency in accord with the standards and principles established by TimeBanks.org 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) Operate in such a manner as to do no harm either to the reputation of the currency or to TimeBanks.org
  • (d) Supply operational and program related data to TimeBanks.org upon request.
  • (e) Where applicable, pay fees as agreed by licensee option and/or mutually agreed to in writing.
  • (f) Where using the free license option, agree to accept solicitations for donations by TimeBanks.org

The words “Authorized Community Weaver Licensee and the Community Weaver Logo will be placed at the bottom of the page on the Community Weaver software. This shall not be removed by CW Licensee.

CONFIDENTIAL INFORMATION

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

However, for the purpose of furthering the mission of TimeBanks.org and for the purpose of promoting and developing timebanking as a complementary currency, TimeBanks.org may collect CW Licensee usage data that is non-specific to individual users and will not disclose their individual data. Examples include total number of licensees; total registered users; hours earned and spent by geographic region; the top rated exchange categories – either nationally or within regions; male versus female participation etc.

RELATIONSHIP OF PARTIES

The relationship of TimeBanks.org 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 TimeBanks.org.

INDEMNIFICATION

CW Licensee shall hold harmless TimeBanks.org, its officers, directors, members and agents, from and against any and all claims, actions, suits demands, losses, damages, judgments, 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.

TERMINATION OR REVOCATION

Termination by licensee

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

Transfer of data

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 incurred by TimeBanks.org to transfer user data as requested.

Termination or revocation by TimeBanks.org

Detrimental Use of TimeBanking: TimeBanks USA reserves the right to revoke or terminate the CW license of any timebank that uses or deploys CW 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

(under the fee-paying option): Up-to-date payment of fees by fee-paying CW Licensees for use of Community Weaver as supplied by TimeBanks.org 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 TimeBanks.org as a failure by the CW Licensee to meet its obligations in furtherance of the shared objective that this Agreement supports. Such failure may result in revocation of this Agreement and of license to use Community Weaver. After two (2) months non-payment, TimeBanks.org will send a reminder notice to the CW Licensee or its representative. After three (3) months, a notice to comply will be sent. If compliance is not achieved within one (1) additional month, the CW Licensee’s Community Weaver site and data may 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 TimeBanks.org from entering into a new agreement at some future date. TimeBanks.org shall be entitled to retain any and all Fees paid by the CW Licensee in accord with signed mutual agreement.

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.


Appendix A: Core Values of Timebanking (Expanded version)

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 uponsinking 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: Cost Basis for Community Weaver (2015)*

  • Costs of Community Weaver3:
  • Server hosting, maintenance, security: $600 per month = $7,200
  • Ongoing software security and maintenance: $350 per month = $4,200
  • Software ongoing development: $1,250 per month = $15,000
  • Tech support: $2,500 per month = $30,000
  • CW Licensee Administrative support: $500 per month = $6,000
  • TOTAL DIRECT COSTS: $62,400
  • General overhead @ 10 percent $2,240
  • TOTAL $64,640
  • This amount to be updated annually.