aquabu/governance.md

## governance.md

      
    Raw
  

              governance.md
            
          
    Governance Agreement

The Core Contributors agree as follows:
Definitions

"Dynamic Royalty License Agreement" means the license agreement for the Intellectual Property at https://github.com/citizencode/swarmbot.
"Proposal Address" means the mailing list, repository, wiki, chat server, or other communication service for the Core Contributors that is hosted by Google Inc., with an archive at https://groups.google.com/forum/#!forum/swarmbot-proposals (the "Proposal Address").
Unless otherwise defined in this agreement, all terms utilized herein have the meanings stated in the Dynamic Royalty License Agreement.
Voting

All voting by the Core Contributors, including the approvals required under the Dynamic Royalty License Agreement, will be made in response to a proposal message by a Core Contributor that is delivered to the Proposal Address with "[VOTE]" as the first text in the message (a "Proposal Message").
Votes will be cast by Core Contributors by replying to a Proposal Message with a range of numeric values between "-1" and "+1" as the first character in the body of that replying message. "+1" indicates a Vote in favor of the proposal. Only a "-1" will indicate a desire to block the proposal (a "Blocking Objection").
A proposal is adopted if less than 25% of Core Contributors have replied with a Blocking Objection and 7 days (168 hours) has elapsed from when the Proposal Message was delivered to the Proposal Address.
Committees

The Core Contributors may designate, by Vote, committees (each, a "Committee") to (1) review contributions, (2) issue Royalty Tokens, (3) manage the Royalty Token Table, (4) manage the Notice Message Address, and (5) manage the Proposal Address.
Each Committee will consist of one or more of the Core Contributors. Any such Committee, to the extent provided in an adopted proposal of the Core Contributors, will have and may exercise all the powers and authority of the Core Contributors in the review of contributions, issuance of Royalty Tokens, and maintenance of the Royalty Token Table, Notice Message Address, and Proposal Address.
A Committee will authorize its actions by a Vote of the Committee, or as otherwise described by an adopted proposal of the Core Contributors with respect to that Committee.
Royalty Tokens

The Core Contributors, or a duly authorized Committee, shall (1) review each contribution of intellectual property to the Intellectual Property by the Contributors, and determine, by Vote, whether the contribution is accepted, and if so, the number of Royalty Tokens to be issued in connection with that acceptance, as described in the Dynamic Royalty License Agreement, (2) maintain, and make reasonably available to the Contributors, the Royalty Token Table, Proposal Address and the Notice Message Address.
The Core Contributors shall award tokens (the "Royalty Tokens") to the Contributors for each contribution of intellectual property that is accepted by the Core Contributors and included in the Intellectual Property. The amount of Royalty Tokens awarded will be based upon the following formula:
Royalty Token Award = Base Award x Risk Factor
"Risk Factor" means:

(4) if less than $1,000 in Royalties has been distributed to the Contributors in the 1 year period prior to the award.
(2) if $1,000 to $100,000 in Royalties have been distributed to the Contributors in the 1 year period prior to the award.
(1) if more than $100,000 in Royalties have been distributed to the Contributors in the 1 year period prior to the award.

"Base Award" means:

(50) Insightful comment resulting in an improvement to the Intellectual Property
(100) Small contribution equivalent to approximately one skillful hour of insight
(200) Small software contribution with test coverage
(800) Standard contribution
(1600) Standard software contribution with test coverage

The Core Contributors shall record the issuance of Royalty Tokens in a table that is reasonably accessible to the Contributors (the "Royalty Token Table"). The Core Contributors shall provide a copy of the Royalty Token Table to any Contributor upon a written request to the Notice Message Address.
Any Contributor may assign ownership of any Royalty Tokens that the Contributor holds by written request to the Notice Message Address, and the Core Contributors shall update the Royalty Token Table to reflect such assignment.
Adding or Removing Core Contributors

The Core Contributors may add a Core Contributor by a Vote of the Core Contributors. The Core Contributors may remove a Core Contributors by a Vote of the Core Contributors, excluding the Core Contributor whose removal is the subject of that Vote.
Agreement Consents

Each Core Contributor shall, promptly upon being duly approved to be added as a Core Contributor, sign this agreement by messaging the Proposal Address with a message with a subject, body, repository submission, or primary message field that begins with "[SIGN] Governance Agreement". No individual or entity will be deemed a Core Contributor without signing this agreement as described in this section.
The Core Contributors agree to the terms of the Dynamic Royalty License Agreement.
Jurisdiction, Venue, and Governing Law

Any action or suit relating to this agreement may be brought only in the courts of a jurisdiction wherein the party resides or in which the party conducts its primary business, and under the laws of that jurisdiction excluding its conflict-of-law provisions.
Entire Agreement

This agreement constitutes the entire agreement of the parties relating to the subject matter of this agreement and supersedes all other oral or written agreements or policies relating thereto.
Modifications

No amendment of this agreement will be effective unless it is (1) in accordance with this section, (2) in writing, and (3) signed by the Core Contributors whose votes duly authorize it.
This agreement may be amended by a Vote of the Core Contributors, except that the provisions of the Dynamic Royalty License Agreement will govern and control to the extent that there are any conflicts or inconsistencies between this agreement, or an amendment to this agreement, and the Dynamic Royalty License Agreement.
The Core Contributors shall promptly revise this agreement to reflect any duly authorized amendments.

  
## license.md

      
    Raw
  

              license.md
            
          
    Dynamic Royalty License Agreement

Copyright (c) 2016 The Contributors
Your use, reproduction, copying, modification, merging, publication, distribution, sublicensing, or selling of, or contribution to, the Intellectual Property are conditioned on your acceptance of and compliance with this agreement. By using, reproducing, copying, modifying, merging, publishing, distributing, sublicensing, or selling, or contributing to, the Intellectual Property, You agree to be bound by this agreement. This agreement affects Your legal rights and obligations. If You do not agree to be bound by all of the terms of this agreement, You are prohibited from using, reproducing, copying, modifying, merging, publishing, distributing, sublicensing, or selling, or contributing to, the Intellectual Property.
You shall include the above copyright notice and this agreement in all copies or substantial portions of the Intellectual Property.
Definitions

"Contributor" means each individual or entity that creates or contributes to the creation or improvement of the Intellectual Property, including the initial author of the Intellectual Property.
"Core Contributors" means the following individuals or entities:
[Insert names]
"Governance Agreement" means the governance agreement by the Core Contributors at [insert URL of governance agreement].
“Gross Sales Revenue” means all revenues actually received by You from the sale of the Intellectual Property, including any derivatives, modifications, sublicensing, and integrations of the Intellectual Property.
"Intellectual Property" means the work of authorship made available under this agreement, as indicated by a copyright notice that is included in or attached to the work.
"Notice Message Service" means the following message address or Intellectual Property service: https://swarmbot.slack.com.
"Vote" means a vote duly made by the Core Contributors under the Governance Agreement.
"You" or "Your" means an individual or a legal entity exercising rights under this agreement. For legal entities, You includes any entity that controls, is controlled by, or is under common control with You. For purposes of this definition, control means (1) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (2) ownership of more than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.
Unless otherwise defined in this agreement, all terms utilized herein have the meanings stated in the Governance Agreement.
Grant of License

The Contributors hereby grant You a worldwide and non-exclusive license to use, reproduce, copy, modify, merge, publish, distribute, sublicense, or sell the Intellectual Property, on the terms and conditions stated in this agreement.
If You are a Contributor, You agree to the grant of the above license with respect to your contributions to the Intellectual Property, and You represent that You are legally entitled to grant the above license. If Your employer has rights to intellectual property that You create that includes Your contributions, You represent that You have received permission to make contributions on behalf of that employer under this agreement.
Royalty Payments

You shall pay the Contributors a royalty of 7.5% (the "Royalty Percentage") of Your Gross Sales Revenue (the "Royalties") using the [insert digital currency] digital currency on the [insert blockchain] blockchain to the following address: [insert blockchain address] (the "Royalty Payment Address").
The Core Contributors shall be responsible for distributing the Royalties to the Contributors on a prorata basis as determined by the Royalty Token Table. The Core Contributors shall be responsible for maintaining a Notice Message Service that is accessible to Contributors.
Each Contributor shall provide the Core Contributors with a blockchain address (the "Contributor Payment Address") on the same blockchain as the Royalty Payment Address, by a written notice sent to the Notice Message Service, for the delivery of the Contributor's Royalties. Each Contributor may change the Contributor Payment Address at which the Contributor will receive Royalties by a written notice sent to the Notice Message Service. The Core Contributors will have no obligation to distribute Royalties to any Contributor that has not provided the Core Contributors with a Contributor Payment Address within 60 days of Core Contributor inclusion of the contribution.
You shall pay the Royalties quarterly in arrears within 60 days after the end of each calendar quarter. Your obligation to pay the Royalties will survive the expiration or earlier termination of this agreement.
You shall provide a report, upon request by any of the Core Contributors, indicating the method and basis of calculation of any payment of the Royalties, however You will be under no obligation to provide customer names or contact information in such report.
Interest (the "Penalty Interest") will accrue on any Royalties due and payable hereunder and remaining unpaid for more than 30 days (the “Principal Amount”) at a rate per annum that will from day to day be equal to the maximum rate permitted under the applicable usury law, or if there is no applicable limit under applicable usury law, then at 20% per annum compound interest, computed on the basis of a year of 360 days and for the actual number of days elapsed (including the first day but excluding the last day) until payment of the Principal Amount.
You will bear the cost of any taxes (exclusive of taxes based on the net income of the Contributors), levies, duties and fees of any kind, nature or description whatsoever applicable to the payment of the Royalty Percentage. Each Contributor will bear the cost of any taxes, levies, duties and fees of any kind, nature or description whatsoever based on the net income of the Contributor.
Representations, Warranties, and Limitations of Liability

Each Contributor represents that the Contributor (1) has the right and power to enter into and fully perform the obligations that the Contributor has undertaken in this agreement, (2) is not under any obligations, contractual or otherwise, to any other entity that might conflict, interfere, or be inconsistent with any of the provisions of this agreement, and (3) will comply with all federal, state and local laws, rules and regulations necessary for the Contributor to perform the Contributor's obligations under this agreement.
THE INTELLECTUAL PROPERTY IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT WILL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE INTELLECTUAL PROPERTY OR THE USE OR OTHER DEALINGS IN THE INTELLECTUAL PROPERTY, EXCEPT WITH REGARD TO THE OBLIGATIONS OF (1) YOU TO PAY THE ROYALTY PERCENTAGE AND ANY PENALTY INTEREST TO THE ROYALTY PAYMENT ADDRESS IN ACCORDANCE WITH THIS AGREEMENT AND (2) THE CORE CONTRIBUTORS TO DISTRIBUTE ROYALTIES IN ACCORDANCE WITH THIS AGREEMENT TO THE CONTRIBUTORS THAT ARE DULY PAID TO THE ROYALTY PAYMENT ADDRESS.
Jurisdiction, Venue, and Governing Law

Any action or suit relating to this agreement may be brought only in the courts of a jurisdiction wherein the party resides or in which the party conducts its primary business, and under the laws of that jurisdiction excluding its conflict-of-law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any use of the Intellectual Property outside the scope of this agreement or after its termination will be subject to the requirements and penalties of the U.S. Copyright Act, 17 U.S.C. 101 et seq., the equivalent laws of other countries, and international treaty.
Entire Agreement

This agreement constitutes the entire agreement of the parties relating to the subject matter of this agreement and supersedes all other oral or written agreements or policies relating thereto.
Modifications

No amendment of this agreement will be effective unless it is (1) in accordance with this section, (2) in writing, and (3) signed by the Core Contributors whose votes duly authorize it.
The Core Contributors may, by a Vote, (1) add a Core Contributor or (2) remove a Core Contributor. The Core Contributors shall promptly revise this agreement to reflect any such addition or removal.
The Core Contributors may, by a Vote, modify (1) the Notice Message Service, (2) the Royalty Payment Address, or (3) the currency or method by which the Royalties are paid. The Core Contributors shall promptly revise this agreement to reflect any such modification.
The Core Contributors may, by a Vote, modify (1) the Royalty Percentage or (2) the criteria and metrics for determining royalty token awards, for versions of the Intellectual Property created subsequent to such modification. The Core Contributors shall include a revised dynamic royalty license agreement with such subsequent versions of the Intellectual Property to reflect such modifications.