Open Compensation Token License
Version 0.21, December 2024
Copyright © Tim Frey and Christian Schmitt

Implementation: License-token.com

TERMS AND CONDITIONS FOR USING NON-FUNGIBLE TOKENS AND SMART CONTRACTS TO LICENSE
SOFTWARE

IMPORTANT: THIS IS AN OPEN BETA LICENSE AND ASSOCIATED SMART CONTRACTS AND WILL
BE INCREMENTALLY IMPROVED. USE AT YOUR OWN RISK!

Everyone is permitted to copy and distribute verbatim copies of this license
document, but changing it is not allowed.

Preamble

This License is in active development. Therefore, anyone using the current version
should check for updates regularly. Later versions of this License and associated
software will supersede the current version.

This License and associated software artifacts come without any warranties or
guarantees. It is to be assumed that, like in any software project, there are
bugs and failures.

Goal of the Open Compensation Token License is to enable creators (for instance
of software) to open source and tie their Work to non-fungible tokens to earn
fair royalty for their work in a non-fungible token based economy. This possibility
shall advance and help distributed ledger technology to become mainstream and
motivate creatives to publish their work in an open source and collaborative
way.

In a nutshell, the Open Compensation Token License and associated smart contracts
leverage native fits between usage permissions or rights and the associated
creations in a completely non-fungible token manner, defining "license terms
and conditions," "usage licenses," and the creations themselves.

1. Definitions

The Open Compensation Token License is this document and associated software
realizations. Concrete, not limiting, definitions of terms and given in the
following:

1.1. General Terms

Open Compensation Token License (short OCTL) shall mean the terms and conditions
for use, reproduction, and distribution as defined by Sections 1 through 9 of
this document. In this document the (OCTL) is also referred to as this License.
The actual version of the Open Compensation Token License (short OCTL) shall
be found in text in https://github.com/open-compensation-token-license/license.

OCTL smart contracts shall mean the software artifacts provided as realization
of the OCTL and their manifestation in one or more different blockchains. Deployed
and valid or updated instances references of those smart contracts (contract
addresses) and their way of operation and documentation to interact with those
shall be found in: https://github.com/open-compensation-token-license/octl.
The final execution of those smart contracts and interaction of Legal Actors
shall happen in a decentralized network and not be controlled by a singular
entity. Hence, when OCTL smart contracts are mentioned in this document it shall
always mean their source code resulting in their final object code, their storage
and their associated resulting way of operation and execution in a distributed
and decentralized way. Distributed ledger addresses where active OCTL smart
contracts can be used to on a blockchain are documented in ONCHAINCONTRACTS.md.

OCTL Root Project shall mean the Digital Artifacts of the OCTL, including the
Open Compensation Token License itself and OCTL smart contracts and documentation.
Ideally, one can also recognize most of the OCTL Digital Artifacts additionally
by the tag "octl-sid:7dec4673-5559-4895-9714-1cdd61a58b57" in files.

OCTL Application shall mean an actors usage of the OCTL associated OCTL smart
contracts to issue, distribute, sell or define Application Licenses.

OCTL Application License shall mean the License, permission and grant to apply
the OCTL to a Project or a Digital Artifact.

Application License shall mean any kind of copyright or patent grant to use,
reproduce, apply a Digital Artifact in Source or Object form which made available
under the terms and conditions of the OCTL.

Token or also labelled crypto tokens are artifacts created by means of distributed
ledger technology (DLT).

1.2. Actors

Legal Entity shall mean the union of the acting entity and all other entities
that control, are controlled by, or are under common control with that entity.
For the purposes of this definition, "control" means (i) the power, direct or
indirect, to cause the direction or management of such entity, whether by contract
or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding
shares, or (iii) beneficial ownership of such entity.

Legal Actor shall mean any natural person, Legal Entity or any form of association
representing the will of natural persons or Legal Entities.

Rights Owner shall mean any Legal Actor owning the copyrights, patents or similar
rights, permissions grants to issue copyright, patent grants or similar of Digital
Artifacts, Work, Source, Object, Derivative Works, Contribution or similar to
others.

OCTL Maintainers shall mean the group of Rights Owners of the OCTL itself.

OCTL Applicant shall mean any kind of Legal Actor, applying the OCTL to one
or more Projects or Digital Artifacts.

Project Contributor shall mean any Legal Actor on behalf of whom a Contribution
has been received by Licensor that was accepted incorporated within the Work.

Project Owners shall mean any Legal Actors, owning the rights and permissions
of a Project.

Licensor shall mean the Rights Owner or Legal Actor authorized by the Rights
Owner that is granting an Application License according to the terms and conditions
of the OCTL, such as for instance Project Owners.

Licensee shall mean any Legal Actor who got granted a License by a Licensor,
according to the terms of the OCTL.

1.3. Artifacts

Digital Artifact shall mean any kind of digital manifestation of an intellectual
creation for which a copyright or patent right exists.

Source form shall mean any Digital Artifact in the preferred form for making
modifications, including but not limited to images, texts, instructions, training
set or instructions for machine learning, concepts, software source code, documentation
source, and configuration files.

Object form shall mean a Digital Artifact in any form resulting from mechanical
transformation or translation of a source form, including but not limited to
compiled object code, trained or configured machine learning models, generated
documentation, and conversions to other media types.

Work shall mean the work of authorship of a Digital Artifact, whether in Source
or Object form.

Derivative Works shall mean any Work, whether in Source or Object form, that
is based on (or derived from) the Work and for which the editorial revisions,
annotations, elaborations, or other modifications represent, as a whole, an
original Work of authorship. For the purposes of this OCTL, Derivative Works
shall not include works that remain separable from, or merely link (or bind
by name) to the interfaces of the Work and Derivative Works thereof.

Contribution shall mean any Work of authorship, including the original version
of the work and any modifications or additions to that Work or Derivative Works
thereof, that is intentionally submitted to the Licensor for inclusion in the
Work by the Copyright Owner or by an individual or Legal Entity authorized to
submit on behalf of the Copyright Owner. For the purposes of this definition,
"submitted" means any form of electronic, verbal, or written communication sent
to the Licensor or its representatives, including but not limited to communication
on electronic mailing lists, source code control systems, and issue tracking
systems that are managed by, or on behalf of, the Licensor for the purpose of
discussing and improving the Work, but excluding communication that is conspicuously
marked or otherwise designated in writing by the Copyright Owner as "Not a Contribution."

Project shall mean any Legal Actors assembly of Work, Derivative Work, Contributions
in form of any kind of manifested, referenced or similar set of Digital Artifacts,
such as a git project for example, or a sole Digital Artifact.

OCTL Fellow Project or OCTL Digital Artifact shall mean a Project or Digital
Artifact made available under the terms and conditions of the OCTL, as indicated
by a copyright notice that is included in or attached to the work.

1.4. Actor representations

In the case of the OCTL a Token shall be created by OCTL smart contracts. The
Tokens and OCTL smart contracts shall manifest, document, represent and realize
permissions, rights, Digital Artifacts and Legal Actors described in this OCTL.

Token Holder shall mean any Legal Actor who created, let create or got into
possession of a Token in any other way.

Contributor Token shall mean any non-fungible Token tied to a smart contract
of the OCTL, allowing the Token Holder who is the Rights Owner to represent
one or more Digital Artifacts. For example such Contributor Tokens can represent
as a copyright protected Work, Derivate Works, Projects, Source, Object or any
other kind of Contribution.

Surrogate ID and URI (Uniform Resource Identifier) shall mean any unique identifier
such as a Universally Unique Identifier (UUID) or Token, representing one or
more Digital Artifacts or intellectual property rights. A Digital Artifact or
intellectual property rights can be associated with multiple Surrogate ID/URI
and Surrogate ID/URI themselves or a set of those can be represented by other
Surrogate ID/URI. The association of Digital Artifacts can for instance be specified
in a file or a git commit or a list of files and Surrogate IDs to create sets.
Another way is to include a OCTL-SID-INFO.txt in the root of a project, defining
which artifacts belong to which SID. In source code one can also use tags to
make associations. Surrogate IDs/URI can be used as method to associate Contributor
Tokens with the contents of the Surrogate IDs/URIs.

License Token shall mean any non-fungible Token representing terms, conditions
and computation directives for a License and its cost for a defined intellectual
property, in Object or Source, represented by a Contribution Token.

Granted License Token shall mean any non-fungible Token representing usage rights
of copyright or otherwise protected Work, Derivate Works, Projects, Source,
Object or any other kind of Contributions. Granted License Tokens represent
or contain Application Licenses.

1.5. Specific OCTL Actor representations

OCTL Maintainers shall be represented by the authors of the OCTL and smart contracts
itself.

2. Terms of applying the Open Compensation Token License to Digital Artifacts

Any Legal Actor (second party) shall be granted an OCTL Application License
form the OCTL Root Project/OCTL Maintainers (first party) to license Digital
Artifacts to a Licensee (third party) which the Legal Actor holds the sufficient
rights and permissions (being the Rights Owner of the artifacts), provided the
following terms and conditions are met:

The Licensee (third party) of the Legal Actor (second party) acknowledges and
agrees in special that even malicious or illegal Digital Artifacts of the Legal
Actor being sold via OCTL smart contracts/Tokens are not in control of the OCTL
Root Project (first party) and only the Legal Actor himself is accountable for
those.
The terms and conditions of an Application License for the Digital Artifacts
are represented and referenced by License Tokens.
The associated OCTL smart contracts are used to issue Application Licences in
form of Granted License Tokens.
The Licensees of the Legal Actor acknowledge the terms, conditions and fees
of the OCTL and that the usage of the OCTL Root Project itself. Thereby, the
Legal Actor and their Licensees specifically acknowlege that the OCTL Application
is provided with potential failures, without any warranties, guarantees and
further liabilities as described in any document of the OCTL Root Project.
The Legal Actor uses and applies a verbatim copy of the Open Compensation Token
License and apply its associated smart contracts.
The Legal Actor conspicuously and appropriately publish on each copy an appropriate
copyright notice.
    The Legal Actor keeps intact all notices of the Open Compensation Token License.
    The Legal Actor keeps intact all notices of the absence of any warranty.
    The Legal Actor gives all recipients (Licensees) a copy of the OCTL.
The Licensee of the Legal Actor acknowledges and agrees that any kind of contractual
situation is only with the Legal Actor and not with the authors of the OCTL.
The Legal Actor and their Licensee agree to the compensation methods of the
OCTL smart contracts.

In case a Legal Actor, as second party, and any of their Licensees, as third
party, of him meets the provisions of the OCTL, the OCTL smart contracts, as
the first party, can be used to issue Application Licences in a tokenized form
of Granted Licences for Digital Artifacts such as Work, Derivate Works, Projects,
Source, Object or any other kind of Contributions. The additive terms and conditions
to the OCTL terms and conditions are specified for Granted License Token by
referning License Tokens and their terms and conditions. Licensed Digital Artifacts
are referenced in Granted License Token allowing each third party Licensee to
proof the validity to use the work by the associated terms and condition of
the associated License Tokens.

2.1. Updates

With the agreement of over 75% of the OCTL Maintainers, may publish revised
and/or new versions of the Open Compensation Token License or its associated
artifacts, such as smart contracts, from time to time.

Such new versions will be similar in spirit to the present version, but may
differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If in a Project, applying
the Open Compensation Token License, no version or the term "or any later version
of the Open Compensation Token License is used, any version later than the specified
version or the latest published version of the Open Compensation Token License
shall be applicable for the project.

Since this License is under development, please note that later versions shall
override and restrict permissions or introduce new obligations.

2.2. Contributions to the OCTL itself

Any Legal Actor may provide suggestions or improvements in form of Digital Artifacts
for the OCTL and its associated artifacts (e.g. OCTL smart contracts) and ask
for inclusion and incorporation of these into the OCTL. Any such inclusion request
shall be seen as a donation free of charge where all usage rights, permissions
and perpetual copyright is granted to the OCTL Maintainers without any terms
and conditions.

2.3. Jurisdiction of the OCTL

In order to cover distributed and decentralized residence and execution and
contractual places of the OCTL smart contracts, Digital Artifacts, OCTL Maintainers,
OCTL Applicants, Licenses and related actors, a common jurisdiction for all
shall be agreed on by each participant (for example, but not limited to: OCTL
Author, OCTL Maintainers, OCTL Applicant, Licensee): Any action or suit relating
to this OCTL itself or Digital Artifacts licensed under the OCTL may be brought
only in the courts of Cyprus 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 original Work outside the scope of this OCTL or after its termination
shall be subject to the requirements and penalties laws of other countries,
and international treaty. This section shall survive the termination of this
License.

2.4. Digital OCTL manifestation

The OCTL shall manifests in a distributed and decentralized way.

2.4.1. Software implementation of this License

The OCTL comes with manifestations of its meaning in smart contracts in source
and executable contracts on the blockchain.

2.4.2. Smart contract realization and Open Compensation Token License

In case there is a difference of the written version and the OCTL smart contracts,
the written version shall prevail.
In case there are elements in OCTL smart contract that are not written in the
OCTL text, the smart contract code shall serve as manifestation of the meaning
of the OCTL.

3. OCTL Project Setup and Management

By default OCTL Projects shall be seen as decentralized and distributed set of work.

3.1. Inclusion of Contributions

Each Contributor transfers

    own ownership and use,
    rights to revise the works,
    sharing of any revenue,
and potential owned other intellectual property such as patents, included in
the Contributions Work to the terms and conditions of the OCTL.

4. Licensing of Downstream Recipients

By using the OCTL smart contracts in the intended way, all licensing matters
of this OCTL are fulfilled for ordinary cases.

4.1. Compulsory to obtain Application Licenses via License Tokens

Any Project, being itself licensed with the OCTL or not, using Digital Artifacts
or other Projects licensed under the terms and conditions of the OCTL shall
obtain the necessary Application License of the used Projects and an OCTL Application
License itself and tied to its terms and conditions. Thereby, using is defined
as applying, linking, or any other form of utilization that is described in
4. The necessary Application License need to be procured by getting into possession
of the representing Application License Token. Details of the different Application
Licenses are described in 4.

4.2. Exemption

Projects using artifacts licensed under the terms and conditions of the OCTL
for solely academic or testing purposes shall be exempted from obtaining any
kind of license as long as they are not reproducing the work licensed under
the terms and conditions of the OCTL publicly or within a company.

4.3. Inclusion in other Licenses

In case a Legal Actor licenses own work under a custom license, in combination
with any kind of Work that is under OCTL, the Legal Actor shall ensure the following:

Each Third party gets a copy of the OCTL and shall be tied to the original terms
of conditions of the artifacts of the OCTL like if they used the project themselves.
Each time the Legal Actor conveys a work covered by the terms and conditions
of the OCTL, the recipient, or Legal Actor, acting then as Licensee or on his
behalf, is required to procure the following token representations:
The necessary Application Licenses according to the usage scenarios of the OCTL
Projects which are used.
    An OCTL Application License.

4.4. Value added services

A Legal Actor may choose to offer, and charge a fee for, acceptance of support,
warranty, indemnity, or other liability obligations and/or rights for Projects
licensed under the terms and conditions of the OCTL. However, in accepting such
obligations, a Legal Actor may act only on their own behalf and on their sole
responsibility, not on behalf of any other Contributor, and only if the Legal
Actor agrees to indemnify, defend, and hold each Contributor harmless for any
liability incurred by, or claims asserted against, such Contributor by reason
of the Legal Actor accepting any such warranty or additional.

5. Application Licenses

The term Granted License Tokens is the technical manifestation of an Application
License. Users of Projects and Digital Artifcats licensed under the terms and
conditions of the OCTL need to obtain Granted License Tokens via the associated
OCTL smart Contracts under the following terms:

5.1. Application License procurement

Granted Application Licenses have to be procured 10 days after the use of artifacts
under the OCTL.

5.2. Application License pricing

Each Project can choose their own pricing metrics, within the parameters of
the OCTL. Licensees may have to specify a questionnaire about their usage that
then gets use to compute the License costs for each Digital Artifact or Project
under the OCTL.

5.3. Application License creation

Application Licenses are valid as long as the associated Granted License Tokens
are valid. The OCTL smart contracts specify the validity and transferability
of the Application Licenses.

5.4. The following Application License can be obtained for any Project licensing
under the terms and conditions the OCTL

For each Application License, a corresponding license token shall be procured.
Licenses can differ in price for the purchasing Legal Actor, for instance if
it is an open source project under the OCTL or it is an end customer. Specific
Application Licenses are defined via License Tokens and associated definitions.
As of this moment only OCTL Maintainers are allowed to define new Application
Licenses.

5.5. OCTL progress distribution

Each process of procuring Application Licenses with the OCTL might define a
fee to be substracted for the OCTL creators which is automatically deducted
during Application License procurement.

5.6. Granted License Tokens

Application Licenses can be represented by License tokens on a distributed ledger
where the association with Contributor Tokens is documented.

5.6.1. Uniqueness

Each license token shall be unique and not interchangeable.

5.6.2. Transferablility

The OCTL Smart Contract implementation specifies transferability feature or
denies them.
Transfers of an Application Licenses can also include a commission that is distributed
to the Contributor Token holders.
Once a Application License Token was transferred a new Token Holder this shall
represent the transfer of the Application License itself.

5.7. Time based Application License Tokens

Time based Granted License Tokens grant Application Licenses only for a specified
time period. After this period the Application Licenses holder is not holding
a valid Application Licenses anymore. The OCTL smart contracts contain the specifics
how long an Application License is valid.

5.8. Procurement of Application Licenses for a third party

Not all Legal Actors use blockchain technology, therefore the OCTL supports
the following scenario: Legal Actors can procure tokens on behalf of another
entity, provided the purchasing Legal Actors only purchase a non-transferable
Granted License Token for the third party.

6. Contributions

Providing Contributions to a Project can be associated with non-fungible Contributor
Tokens.

6.1. Royalty

Royalties are, for instance, collected by donations, Contribution Token sales,
Application License procurements, sales or trade of Tokens and stored via OCTL
smart contracts. Those royalties are then distributed according to the OCTL
smart contracts to creators and/or owners of different OCTL Tokens.

6.2. Terms of inclusion

Unless a Contributor explicitly states otherwise, any Contribution intentionally
submitted for inclusion in the Work of an OCTL Fellow Project shall be under
the terms and conditions of the OCTL, without any additional terms or conditions.

7. Token price

The Token price of any token associated with the OCTL is the net amount after
eventual taxes. Eventual sales tax, withholding tax, service tax, goods tax
or any other tax such as value added tax needs to be covered by the token purchasing
entity and is on top of any Token price.

8. Trademarks

This License does not grant permission to use the trade names, trademarks, service
marks, or product names of the Licensor, except as required for reasonable and
customary use in describing the origin of the Work.

9. Disclaimer of Warranty

Unless required by applicable law or agreed to in writing, each Licensor of
an OCTL Project and the OCTL Fellow Project itself provides the Work (and each
Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES
OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation,
any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or
FITNESS FOR A PARTICULAR PURPOSE. Any Legal Actor is solely responsible for
determining the appropriateness of using or redistributing the Work and assume
any risks associated with your exercise of permissions under this OCTL.

In no event and under no legal theory, whether in tort (including negligence),
contract, or otherwise, unless required by applicable law (such as deliberate
and gross negligence acts) or agreed to in writing, shall any Contributor or
Maintainer of an Project and the OCTL Fellow Project itself be liable to Legal
Actor, and in specific Licensee, for damages, including any direct, indirect,
special, incidental, or consequential damages of any character arising as a
result of this License or out of the use or inability to use the Work (including
but not limited to damages for loss of goodwill, work stoppage, computer failure
or malfunction, or any and all other commercial damages or losses), even if
such Contributor has been advised of the possibility of such damages.

If the disclaimer of warranty and limitation of liability provided above cannot
be given local legal effect according to their terms, reviewing courts shall
apply local law that most closely approximates an absolute waiver of all civil
liability in connection with the Program, unless a warranty or assumption of
liability accompanies a copy of the Program in return for a fee.

     END OF TERMS AND CONDITIONS

@octl.sid:7dec4673-5559-4895-9714-1cdd61a58b57