OPN articipation Agreement

OPN Participation Agreement
Version: 1.0 Draft
Effective Date: 1st December 2025
Last Updated: 2nd December 2025
View Full Agreement
Purpose and Scope
This Open Privacy Network (OPN) Participation Agreement ("Agreement") establishes the foundational governance framework for participation in the OPN community. It comprehensively governs the use of OPN resources, collaborative tools, technical specifications, and intellectual property frameworks developed within the network.
OPN Mission
The Open Privacy Network is committed to advancing transparency-by-default governance through the development and maintenance of open standards, reference implementations, and collaborative frameworks. At the heart of this mission lies the ANCR (Anchored Notice and Consent Receipt) framework, which provides organisations with practical tools to implement privacy-first practices.
Administered By
Digital Transparency Lab (DTL), a Canadian federal non-profit organisation, serves as the official administrator of the OPN. DTL brings extensive experience in privacy governance and digital transparency initiatives, ensuring robust stewardship of the network's resources and community.
Membership Tiers
2.1 Community Member (Free)
Public Resources
Full access to all publicly available OPN resources, including specifications, documentation, and educational materials published by the community.
Forum Participation
Active participation privileges in public forums, discussion channels, and community events, enabling knowledge sharing and collaborative learning.
No Obligations
Community membership requires no financial contribution or mandatory participation commitments, making it accessible to all interested parties.
The Community Member tier provides an excellent entry point for organisations and individuals exploring the Open Privacy Network. This tier enables participants to evaluate OPN resources, engage with the community, and understand the ANCR framework before committing to higher levels of participation. Community members can attend public webinars, access published specifications, and contribute to open discussions without any membership fees or formal obligations.
Intellectual Property Framework
3.1 Licence Grant
All contributions to OPN specifications, reference implementations, and documentation are subject to carefully structured licensing terms that balance open collaboration with contributor protection. The framework ensures that intellectual property rights are clearly defined whilst promoting widespread adoption of OPN standards.
Specifications
Licensed under the W3C Community Contributor Licence Agreement (CLA), ensuring industry-standard patent commitments. Patent obligations follow the W3C Patent Policy or equivalent frameworks to protect both contributors and implementers.
Code
Licensed under either Apache 2.0 or MIT Licence, with contributors retaining freedom of choice. Copyright ownership remains with the original contributor, ensuring recognition whilst enabling broad implementation rights.
Documentation
Licensed under Creative Commons Attribution 4.0 (CC BY 4.0), facilitating broad dissemination and adaptation whilst requiring appropriate attribution to original authors.
3.2 RF-RAND Commitment
Reciprocal Royalty-Free (RF) Default
All members commit to licensing essential patents on a royalty-free basis for implementations of OPN specifications. This commitment applies when:
The implementer maintains OPN membership in good standing
The implementation conforms to published OPN specifications
The implementer grants reciprocal RF terms to other members
RAND Opt-Out Provisions
Members may opt out of RF commitment for specific patents through a formal process requiring:
Written notice to OPN administrator within 90 days of specification publication
Commitment to licence on Reasonable and Non-Discriminatory (RAND) terms
Public disclosure of opt-out in specification documentation
3.3 Contribution Ownership
Contributors retain full ownership of their intellectual property contributions. However, by participating in OPN, members grant to the network and all other members a perpetual, worldwide, non-exclusive licence. This licence includes the right to modify, distribute, and sublicense contributions, as well as the right to use them in conformant implementations. This structure ensures that whilst contributors maintain ownership, the broader community benefits from collaborative innovation.
3.4 Exit Terms
Upon membership termination: Previously granted licences remain in effect with no revocation rights. Contributors have no obligation to participate in future specification development. Access to member-only resources terminates within 30 days. Critically, RF-RAND commitments for published specifications remain permanently binding, ensuring stability for existing implementations.
Code of Conduct
4.1 Core Principles
The Open Privacy Network operates on foundational principles that guide all member interactions and contributions. These principles create a professional, inclusive environment where technical excellence thrives alongside mutual respect and collaborative spirit.
Respect
Treat all participants with dignity, professionalism, and consideration. Recognise that diverse perspectives strengthen our collective work.
Transparency
Share information openly within appropriate channels. Maintain honesty in communications and documentation of technical decisions.
Collaboration
Work constructively toward shared goals. Approach disagreements as opportunities for learning and improved outcomes.
Technical Merit
Base decisions on technical evidence and objective analysis rather than politics, personal preferences, or organisational influence.
Inclusion
Welcome diverse perspectives, backgrounds, and experience levels. Create an environment where all voices can contribute meaningfully.
4.2 Prohibited Conduct
To maintain a professional and productive environment, the following behaviours are strictly prohibited:
Harassment & Discrimination
Members shall not harass, threaten, or discriminate against other participants based on any personal characteristic or affiliation.
Confidentiality Breaches
Sharing confidential member information without proper authorisation violates trust and undermines collaborative relationships.
Misrepresentation
Members must not misrepresent their OPN affiliation or falsely claim OPN endorsement of products, services, or positions.
Commercial Abuse
Using OPN resources for commercial promotion unrelated to ANCR implementation or privacy governance is prohibited.
IP Bad Faith
Patent trolling, bad-faith intellectual property assertions, or attempts to undermine the RF-RAND framework are serious violations.
4.3 Enforcement
The OPN maintains a graduated enforcement approach to Code of Conduct violations, ensuring fairness whilst protecting community integrity.
Warning from Administrator
First-time or minor violations typically result in a formal warning from the OPN administrator, with documented guidance for corrective action.
Temporary Suspension
Repeated or moderate violations may lead to temporary suspension of member privileges, typically ranging from 30 to 90 days depending on severity.
Permanent Removal
Serious violations or persistent misconduct may result in permanent removal from OPN, with forfeiture of all membership fees paid.
Appeals Process: Members may submit appeals to the OPN Governance Committee within 30 days of any enforcement action. The Committee reviews appeals independently and provides written decisions within 45 days.
Member Obligations
5.1 Good Standing Requirements
Maintaining membership in good standing requires adherence to several core obligations that ensure the health and sustainability of the OPN community:
Timely payment of applicable membership fees according to tier
Consistent compliance with the Code of Conduct and community standards
Maintenance of accurate contact information for communications
Honouring of intellectual property licensing commitments
5.2 Tier-Specific Obligations
Each membership tier carries specific participation requirements designed to ensure meaningful engagement proportional to membership benefits.
Lab Members
Provide constructive feedback on at least two specifications annually
Participate in at least 50% of monthly office hours or review recordings
Share insights from testing and experimentation with OPN tools
Implementers
Share anonymised implementation learnings through case studies
Report conformance test results for all implementations
Contribute to improving implementation documentation
Strategic Partners
Maintain active participation in at least one working group
Deliver annual presentation at OPN community events
Contribute to specification development or pilot programmes
Founding Partners
Lead at least one working group or pilot programme annually
Co-fund at least one significant OPN initiative per year
Maintain three-year minimum commitment to the network
5.3 Confidentiality
The OPN operates on a "public by default" principle, with all work products considered public unless explicitly designated as confidential. This transparency-first approach aligns with the network's core mission whilst recognising legitimate needs for confidential collaboration.
Handling Confidential Information
When members share information in designated private channels, recipients commit to:
Use confidential information exclusively for OPN-related purposes
Refrain from disclosure without explicit permission from the originator
Clearly mark any derivative works as confidential
Implement reasonable security measures to protect confidential materials
Confidentiality Exceptions
Confidentiality obligations do not apply to information that:
Is publicly available or subsequently becomes public through no fault of recipient
Was already known to recipient prior to disclosure
Is independently developed without reference to confidential information
Must be disclosed pursuant to legal requirements or court orders
Governance
6.1 Administrator
Digital Transparency Lab serves as the OPN Administrator, providing essential operational and administrative functions. The Administrator's responsibilities encompass membership management and billing operations, platform administration across Discord, GitHub, and other collaborative tools, conflict resolution and mediation services, and comprehensive financial reporting to ensure transparency and accountability.
6.2 Governance Committee
Composition
The Governance Committee comprises:
One DTL representative (ex officio)
Two Founding Partner representatives
Two elected Strategic Partner representatives
One elected Implementer representative
This composition ensures balanced representation across membership tiers whilst recognising the significant commitments of Founding Partners.
Authority & Responsibilities
The Committee holds authority to:
Approve major policy changes affecting the network
Resolve appeals and disputes through binding decisions
Guide strategic direction and long-term planning
Approve annual budgets and authorise significant expenditures
Meeting Schedule: The Governance Committee convenes quarterly, with detailed minutes published to all members within 14 days of each meeting. Emergency meetings may be called with 7 days' notice when urgent matters require Committee attention.
6.3 Working Groups
Members may establish working groups to develop specifications, create tools, or execute pilot programmes. Working groups operate with significant autonomy, electing their own leadership through selection of a chair and vice-chair. Each working group sets its own meeting schedules based on project needs and member availability, reports progress quarterly to the Governance Committee, and must achieve consensus amongst participants for specification adoption.
Formation
Members identify need and propose working group charter
Organisation
Participants elect leadership and establish operating procedures
Development
Collaborative work on specifications, tools, or pilots
Consensus
Group achieves consensus on outputs and deliverables
Publication
Approved materials published to broader OPN community
Financial Terms
7.1 Membership Fees
Payment Schedule
Membership fees operate on an annual cycle, with payment due at the membership start date. For organisations joining mid-year, fees are prorated based on the remaining months in the annual cycle. All memberships automatically renew unless members provide 30 days' written notice of cancellation prior to renewal date.
Refund Policy
The OPN maintains a fair refund policy balancing member flexibility with operational stability:
Full refund available if membership is cancelled within 30 days of initial payment
No refunds available after the initial 30-day period
Multi-year commitments are non-refundable regardless of timing
7.2 Fee Increases
The OPN may adjust membership fees periodically to reflect increased operational costs, expanded services, or currency fluctuations. Any fee increases require 90 days' advance notice to all current members. Current members receive grandfather pricing at their existing rate for 12 months following any increase announcement. During this grandfather period, members may downgrade to a lower tier or cancel their membership without penalty.
7.3 Sponsorships and Grants
Members may provide additional financial support to the OPN beyond standard membership fees through various sponsorship opportunities:
Working Group Sponsorships
Fund specific working groups to accelerate development of critical specifications or tools
Event Sponsorships
Support community conferences, workshops, and educational programmes
Pilot Programme Co-funding
Partner on pilot implementations demonstrating real-world applications of OPN standards
General Operating Support
Contribute unrestricted funds to support OPN's core operations and infrastructure
Sponsorship Recognition: Sponsors receive appropriate public recognition for their contributions, including acknowledgement in relevant materials and on the OPN website. However, sponsorship does not confer additional governance rights beyond those associated with the sponsor's underlying membership tier.
Liability and Disclaimers
8.1 No Warranty
OPN RESOURCES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Members acknowledge that OPN specifications, tools, and documentation are provided without any guarantee of completeness, accuracy, or suitability for any particular purpose. The network makes no representations regarding the reliability, currency, or quality of any resources made available through OPN channels.
8.2 Limitation of Liability
IN NO EVENT SHALL OPN, DTL, OR ANY MEMBER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF OPN RESOURCES.
This limitation applies regardless of the theory of liability, whether based in contract, tort, strict liability, or any other legal theory. It encompasses damages for lost profits, loss of data, business interruption, or any other commercial damages or losses. The limitation applies even if OPN or any member has been advised of the possibility of such damages.
8.3 Indemnification
Members agree to indemnify and hold harmless OPN, Digital Transparency Lab, and all other members from any claims, demands, losses, liabilities, and expenses (including reasonable legal fees) arising from:
Contribution-Related Claims
Claims arising from the member's contributions to OPN specifications, code, documentation, or other materials
Implementation Claims
Claims arising from the member's implementations of OPN specifications or use of OPN reference code
Agreement Violations
Claims arising from the member's violations of this Agreement, including Code of Conduct breaches or IP commitment violations
Term and Termination
9.1 Term
Membership terms vary by tier to reflect different levels of commitment and investment in the OPN community.
Community Members
Community membership continues indefinitely and may be terminated by either party at will without notice or cause. This flexibility enables individuals and organisations to explore OPN resources without long-term obligations.
Paid Members
Paid memberships operate on a one-year term with automatic renewal unless the member provides 30 days' advance notice of non-renewal prior to the anniversary date. Immediate termination may occur if the member materially violates this Agreement. OPN may discontinue a membership programme with 90 days' notice to affected members.
Founding Partners
Founding Partner memberships require a three-year minimum commitment, reflecting the substantial benefits and governance influence associated with this tier. This extended commitment ensures stability for strategic planning and collaborative initiatives.
9.2 Effect of Termination
Upon termination of membership, several important consequences take effect:
1
Access Termination
Access to member-only resources, private channels, and confidential materials ends within 30 days of termination effective date
2
IP Licences Continue
All intellectual property licences previously granted by the member remain in effect perpetually - there is no right of revocation
3
Fees Become Due
Any outstanding membership fees, sponsorship commitments, or other financial obligations become immediately due and payable
4
No Refunds
Members receive no refund of fees already paid, except as specifically provided in the refund policy section
General Provisions
10.1 Amendments
The OPN Administrator may amend this Agreement to reflect evolving community needs, legal requirements, or operational changes. Any amendments require 60 days' advance notice to all members through email and posting of the revised Agreement on the official OPN website. Continued membership following the effective date of amendments constitutes acceptance of the revised terms. Members who do not accept amendments may cancel their membership within 30 days for a full refund of fees paid for the current term.
10.2 Governing Law
This Agreement is governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law provisions. This choice of law reflects the jurisdiction of Digital Transparency Lab's incorporation and provides legal certainty for all parties.
10.3 Dispute Resolution
Informal Resolution
Parties commit to first attempting informal resolution of disputes through mediation facilitated by the OPN Administrator. This process typically involves:
Written notice of dispute to Administrator
Mediation session within 30 days
Good faith efforts to reach mutually acceptable resolution
Most disputes can be resolved through this collaborative approach without formal proceedings.
Binding Arbitration
If informal resolution fails, disputes shall be resolved through binding arbitration in Toronto, Ontario, conducted under the Arbitration Act, 1991. Arbitration decisions are final and binding on all parties.
Exception: Intellectual property disputes (including patent, copyright, or trademark claims) may be brought directly in any court of competent jurisdiction without prior arbitration.
10.4 Entire Agreement
This Agreement constitutes the entire agreement between members and the Open Privacy Network, superseding all prior agreements, understandings, negotiations, and discussions, whether oral or written. No representations, promises, or inducements not included in this written Agreement shall be binding upon any party.
10.5 Severability
If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
Acceptance
By joining the Open Privacy Network, members acknowledge that they have read, understood, and agree to be bound by all terms and conditions set forth in this Participation Agreement. This acknowledgement constitutes a legally binding commitment to honour all obligations, responsibilities, and conduct requirements outlined herein.
Join OPN Community
Electronic Signatures: This Agreement may be executed electronically in accordance with applicable electronic signature legislation. Electronic signatures shall have the same legal effect as original handwritten signatures.
Appendix A: Definitions
The following terms have specific meanings within this Agreement and throughout OPN documentation. Understanding these definitions is essential for proper interpretation of rights, obligations, and technical requirements.
ANCR
Anchored Notice and Consent Receipt Framework: The core technical framework developed and maintained by OPN for implementing transparency-by-default governance practices in digital systems.
Conformance
An implementation that meets all normative requirements specified in an OPN specification, as verified through conformance testing procedures established by the relevant working group.
Contribution
Any submission to OPN including but not limited to source code, specifications, documentation, bug reports, feature requests, test cases, or constructive feedback on existing materials.
Essential Patent
A patent or patent application whose claims would be necessarily infringed by any conformant implementation of an OPN specification, where such infringement cannot reasonably be avoided.
RF (Royalty-Free)
Licensing terms that permit implementation without payment of royalties or other per-unit fees, subject to reciprocal commitments and conformance requirements.
RAND
Reasonable and Non-Discriminatory: Licensing terms that require patent holders to license essential patents on terms that are objectively reasonable and applied consistently across all licensees.
Appendix B: Document History
This appendix tracks the evolution of the OPN Participation Agreement, documenting significant revisions and the rationale behind major changes. Maintaining this history ensures transparency in governance evolution and provides context for interpretation of current provisions.
1
Version 1.0 Draft
26th November 2025: Initial template developed incorporating feedback from founding members and legal advisers. Established core framework for membership tiers, intellectual property rights, and governance structure.
2
Version 1.1 (Planned)
To Be Determined: Incorporation of comprehensive legal review findings, addressing jurisdiction-specific compliance requirements and clarifying ambiguous provisions identified during initial consultation period.
3
Version 2.0 (Planned)
To Be Determined: Official launch version following completion of legal review and incorporation of feedback from initial member cohort. Will include finalised fee structures and operational procedures.
Version Control
The authoritative version of this Agreement is maintained in the OPN governance repository. All members receive notification of amendments through email and Discord announcements. Historical versions remain accessible for reference purposes.
Feedback Process
Members may submit feedback on this Agreement through the governance working group. Proposed amendments undergo review by the Governance Committee and require approval before implementation.
Questions or Concerns? Members with questions about this Agreement or its application should contact the OPN Administrator at admin@openprivacy.network. The Administrator maintains office hours every Thursday for member consultations.