Chapter agreement

This is a transcript of the signed chapter agreement, and may contain errors. It is therefore not a legal document. It is only provided for transparency purposes.

This agreement (“ Agreement ”) is between the Wikimedia Foundation, Inc., a Florida corporation located at 1 Montgomery Street, Suite 1600, San Francisco, CA 94104, USA (“ WMF ”) and Associação Wikimedia Portugal, located at Rua Cónego Dr. Manuel Faria, 540 - 2.º Esq., 4800-321 Guimarães, Portugal (“ Chapter ”) as of March 21, 2019 (the “ Effective Date ”).

The parties agree as follows:

1. Background

1.1. WMF is a non-profit organization dedicated to empowering and engaging people around the world to collect and develop educational content under a free license or in the public domain, and to disseminate it effectively and globally (the “ Mission ”). WMF fulfills its Mission by, among other things, collaborating with a network of community contributors, chapters, thematic organizations, and other groups and individuals, and in that spirit seeks to enter into this Agreement with Chapter to advance their common interests in promoting the Mission.

1.2. Chapter is an independent organization founded to support and promote the Wikimedia projects within the area of Portugal (“ Focus Area ”). Chapter wishes to be officially recognized as a Wikimedia chapter within this Focus Area.

1.3. This Agreement officially recognizes Chapter as part of the Wikimedia movement. This Agreement governs the relationship between Chapter and WMF, including Chapter’s limited license to use certain WMF-owned trademarks (“ Wikimedia Marks ”) as provided in Exhibit B .

1.4. The requirements in this Agreement are designed to help ensure that Chapter is using the Wikimedia Marks, donor funds, the movement’s reputation, and other movement resources to achieve the highest possible impact in the pursuit of our shared Mission.

2. Name

2.1. Chapter shall do business as “Wikimedia Portugal, an independent organization for Wikimedia volunteers in Portugal”, irrespective of its locally incorporated name.

2.2. The tagline “an independent organization for Wikimedia volunteers in Portugal” may be written in English or may be accurately translated into another language. The tagline may be omitted in unofficial communications when there is not enough space to include the tagline and when the context clearly describes and depicts the Chapter as an independent organization for Wikimedians.

3. Official recognition and trademark license

3.1. Recognize Chapter as part of Wikimedia movement

WMF hereby recognizes Chapter as part of the Wikimedia movement supporting its Focus Area. As part of this recognition, WMF acknowledges the importance of Chapter to the Wikimedia movement and expresses its support for the role of Chapter in promoting the Mission. Accordingly, WMF and Chapter may publicly identify Chapter as an organization that supports and promotes the Mission in its Focus Area.

3.2. Trademark Permission Agreement

WMF provides Chapter the right to use the Wikimedia Marks subject to the terms and conditions of the Trademark License in Exhibit B .

4. Chapter obligations

4.1. Promote the mission

Chapter shall adopt a mission and operate within a scope that supports and promotes the Mission. Chapter shall document its mission and scope in Chapter’s operating documents, including its articles of incorporation, bylaws, or equivalent documents.

4.2. Comply with all applicable legal and regulatory requirements

Chapter shall comply with any applicable local and national laws or regulations, including maintaining and satisfying any necessary licenses, governmental filings, corporate obligations, and operational controls.

4.3. Follow governance and reporting obligations

Chapter shall comply with the Governance and Reporting Obligations in Exhibit A.

4.4. Comply with other commitments made to WMF

Chapter shall comply with all contractual obligations as they relate to WMF.

These commitments may include, but are not limited to, any grant agreements and trademark agreements.

4.5. Not engage in inappropriate political activism

Chapter shall not engage in any social or political activism which might distract from either the Mission or the promotion of free content and knowledge.

4.6. Ensure accuracy in communications

4.6.1. Chapter shall provide WMF the opportunity to review and approve any fundraising or otherwise public communications that mention WMF.

4.6.2. Chapter shall ensure that all communications related to fundraising are accurate in all respects, including the intended use of those funds.

5. No control over content

Chapter is not entitled to control any of the content that appears on <wikipedia.org> or any other sites owned by WMF, or to change content or commit to third parties to change content on websites and projects hosted by WMF.

6. Independence

The parties are independent organizations. Neither party is the partner or legal agent of the other party, and neither party may represent itself as such or speak or act on behalf of the other party. Except as otherwise provided in this Agreement, WMF has no right under this Agreement to supervise or control Chapter in its operations or decisions.

7. Term and termination

7.1. Except for earlier termination in accordance with the requirements of Section 7, this Agreement will remain in effect for a period of 1 year from the Effective Date (“ Term ”). This Agreement will automatically renew for additional 1-year terms (“ Renewal Term ”), unless either party provides written notice of its intent not to renew 30 days prior to the end of the Term or Renewal Term.

7.2. This Agreement may be terminated by either party without cause upon 60 days written notice to the other party.

7.3. Upon termination of this Agreement:

A. All recognition and rights granted to Chapter herein will terminate; and

B. Chapter shall immediately cease any and all use of (i) the Wikimedia Marks, and (ii) the name and tagline described in Section 2, including use of the word “Wikimedia” in its name.

However, termination of this Agreement does not terminate those provisions of the Agreement that by their nature and meaning survive termination.

7.4. WMF may immediately terminate any trademark license granted pursuant to this Agreement, including any trademark license made pursuant to Section 3.2 and Exhibit B , if WMF has a reasonable, good faith belief that Chapter’s use of the trademark license or any trademark will in any way tarnish, disparage, or otherwise harm WMF’s operation, brand, goodwill, or reputation, or expose WMF or the Wikimedia community members to liability.

8. Language

This Agreement is in the English language only, which language will be controlling in all respects. Any translations are courtesy translations.

9. Governing law and venue

This Agreement will be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict-of-laws principles. Prior to commencement of any legal action relating to this Agreement, the parties shall hold a conference to discuss and resolve any conflicts. Following the conference, the parties shall refrain from bringing any action in a court of law for a period of 30 days. The parties agree that any action relating to this Agreement must be filed in state or federal courts located in San Francisco County, California, and hereby consent to the personal jurisdiction of such courts.

10. Limitation of liability and indemnification

In no event will either party be liable to the other party for any indirect, special, incidental, punitive, or consequential losses or damages arising in connection with the acts or omissions of either party under this Agreement. Each party shall indemnify and hold harmless the other party, its officers, employees, agents, successors, and assigns for any and all costs, expenses, and liabilities, including reasonable attorney’s fees, arising out of such party’s acts or omissions arising out of or in connection with the breach of this Agreement.

11. Administrative provisions

With respect to this agreement, the parties agree that electronic or digital signatures or the keeping of records in electronic form shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system to the extent and as provided for under applicable law. This agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts will constitute one and the same agreement. This Agreement may be amended only by a written agreement signed by both parties. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties shall re-negotiate such provisions in good faith. This Agreement supersedes any prior agreements relating to the subject matter of this Agreement and constitutes the entire agreement between the parties.

IN WITNESS WHEREOF, each of the Parties, by its duly authorized representative, has entered into this Agreement as of the Effective Date.

Wikimedia Foundation, Inc.

____________________________________ Signature

____________________________________ Name

____________________________________ Title

____________________________________ Month / Date / Year

Associação Wikimedia Portugal

____________________________________ Signature

____________________________________ Name

____________________________________ Title

____________________________________ Month / Date / Year

Exhibit A

Governance and Reporting Obligations for Chapters

Unless otherwise defined herein, the terms of this Exhibit will have the same meaning as defined in the Agreement.

During the Term, Chapter agrees to:

1. Operate as a non-profit organization

Chapter shall be organized,operated, and registered as a non-profit corporation, as defined by the laws of Chapter’s jurisdiction of incorporation. Chapter must notify WMF immediately if its nonprofit status is terminated.

2. Provide WMF with operating documents

Upon the request of WMF, Chapter shall submit to WMF copies of Chapter’s operating documents, including its articles of incorporation, bylaws, or equivalent documents. Chapter shall advise WMF anytime it makes a material amendment to any of its operating documents.

3. Comply with Wikimedia guidelines

Chapter shall use its best efforts within local law to comply with any applicable standards or guidelines issued by WMF that relate to the governance of the Wikimedia movement, including the following standards and guidelines which may be amended from time to time in the sole discretion of WMF:

3.1. the March 2012 resolution on Organizational Best Practices, available at <https://foundation.wikimedia.org/wiki/Resolution:Organizational_best_practi c es> ;

3.2. the Wikimedia Affiliations Committee's guidelines, available at http://meta.wikimedia.org/wiki/Guidelines_for_future_chapters_and_thematic _organizations ;

3.3. the Guidelines on potential conflicts of interest, available at https://foundation.wikimedia.org/wiki/Resolution:Guidelines_on_potential_conflicts_of_interest ; and

3.4. the friendly space policy for Wikimedia events, available at https://foundation.wikimedia.org/wiki/Friendly_space_policy .

4. Report knowledge of misconduct

Chapter shall report immediately to WMF any knowledge or reasonable suspicion of malfeasance or allegation of unlawful behavior, including the misappropriation of grant funds or donations or improper disclosure of donor information.

5. Comply with reporting requirements

5.1. Chapter financial statements

On an annual basis, Chapter shall post online accurate financial statements prepared in compliance with local audit standards covering its previous fiscal year. These statements must be posted within 4 months of the end of Chapter’s fiscal year.

5.2. Chapter annual plans

On an annual basis, Chapter shall post online an annual plan describing its objectives and business plans for the coming year. The plan must be posted before the beginning of Chapter’s fiscal year.

5.3. Chapter activity reports

Chapter shall post online reports on its activities. Activity reports should include, if applicable, information on:

(a) major donations,

(b) major partnership agreements,

(c) progress on achieving the objectives of its annual plan, and

(d) any other significant activities.

Chapter shall post activity reports at least annually during the Term of the Agreement or any Renewal Term.

5.4. Chapter governance reports

Upon the request of WMF, but no more than once per year, Chapter shall provide WMF with a report analyzing the effectiveness of Chapter’s governance structures. The report shall be prepared by a firm external to Chapter, and Chapter shall provide WMF with a copy of the report written in or translated into English.

5.5. Additional reports

5.5.1. Chapter shall provide WMF with any additional reports that WMF may reasonably request. WMF may post online any additional reports that it receives from Chapter.

5.5.2. WMF shall make available to Chapter any annual reports or similar public communications about WMF that Chapter may reasonably request.

Exhibit B

Trademark License

Unless otherwise defined herein, the terms of this Exhibit (“ License ”) will have the same meaning as defined in the Agreement.

The parties agree as follows:

1. License grant

Subject to the terms and conditions set forth in this License, WMF grants Chapter a worldwide, non-exclusive, non-sublicensable, non-assignable royalty-free license to the specific WMF trademark(s) and logo(s) shown in Appendix 1 (“ Wikimedia Marks ”) for the Approved Use.

2. Approved use

Chapter may display, use, and reproduce the Wikimedia Marks on Chapter’s website and publications, including promotional outreach material, such as flyers, posters, slide presentations, social media & email invitations, and in venue decoration with respect to Chapter’s activities in Portugal. Promotion material that is not intended for Wikimedia outreach activities or community-focused events as defined in the Wikimedia Trademark Policy (which may be found at https://foundation.wikimedia.org/wiki/Trademark_policy</nowiki ) are not approved under this License and would require specific approval under Section 3 below. Chapter must use the Wikimedia house mark logo, as depicted in Exhibit B , as its organizational logo.

3. Additional use

At any time during the Term or any Renewal Term, Chapter may request permission in writing (by physical mail or by an email to trademarks@wikimedia.org) to use the Wikimedia Marks outside the scope of this License (“ Additional Use ”). Each such request must include:

(1) reference to this agreement;

(2) attached samples of the proposed use; and

(3) the date(s) and scope of the proposed use.

Upon WMF’s approval of the request in writing, the Additional Use shall be an Approved

Use subject to the terms and conditions of this agreement. Except as specified in this paragraph, no other use is permitted by this License.

4. Compliance with guidelines

When Chapter use the Wikimedia Marks, Chapter agree to follow WMF’s Trademark Policy (found at https://foundation.wikimedia.org/wiki/Trademark_policy ) and Visual Identity Guidelines (found at https://foundation.wikimedia.org/wiki/Visual_identity_guidelines ). WMF may amend these policies from time to time without notice to Chapter.

Chapter’s use of the Wikimedia Marks must also be consistent with the Wikimedia mission and the projects which the Wikimedia Marks are intended to represent. The Wikimedia community creates free, high quality educational material and so ware in an open and collaborative way. Chapter’s use of the Wikimedia Marks must reflect these qualities, and any material carrying the Wikimedia Marks must be well maintained while they are in public display.

5. Quality standards

WMF reserves the right to review and approve all products, services, publications, websites, or other use using the Wikimedia Marks in advance of any public release or distribution. Chapter agree to provide WMF, upon request, with specimens of all uses Chapter make of the Wikimedia Marks for WMF to inspect before Chapter make the Approved Use available to the public. Chapter agrees that WMF may object to any unapproved use, including minor deviations from the Approved Use, and Chapter may not use the Wikimedia Marks in the intended manner if such an objection is raised. If Chapter is already using the Wikimedia Marks in the manner WMF objected to, Chapter must cease any and all use of the Wikimedia Marks in that manner within two business days of written notice. Chapter agrees that nothing in or related to the Approved Use will in any way disparage or otherwise harm WMF’s business, brand, goodwill, or reputation, or expose WMF or its community members to liability.

6. Proper trademark attribution

6.1. Except as stated in Section 6.2 below, Chapter agrees to include with any online or printed publication using the Wikimedia Marks a trademark legend indicating that the Wikimedia Marks are trademarks or registered trademarks of WMF, that Chapter is independent of WMF, and that the Wikimedia Marks are used under license from WMF as stated below:

“[Wikimedia mark(s)] is a trademark of the Wikimedia Foundation and is used under license from the Wikimedia Foundation. Wikimedia Portugal is independent of the Wikimedia Foundation.”

6.2. If there is not space to use the full notice provided in Section 6.1 above, Chapter agrees to display a trademark symbol (™) at least once in conjunction with the Wikimedia Marks on any online or printed publication using the Wikimedia Marks.

7. No derivative works

Chapter has no right to modify or create derivative works from the Wikimedia Marks or combine any Wikimedia trademark or logo with any other trademark or logo without WMF’s prior written approval.

8. Relationship of parties

Both parties agree they are not in a relationship of partners or joint venturers by virtue this License, nor are they the agent, representative, trustee or fiduciary of the other. Neither party shall have any authority to bind the other to any agreement.

9. No endorsement

Chapter may not represent Chapter’s activities as being approved or endorsed by WMF, or make any suggestions to that effect.

10. Term and termination

10.1. Term Except as set forth below in Section 21, any permission granted herein expires upon termination of the Agreement, coinciding with the expiration of the Term or any Renewal Term, unless terminated earlier in accordance with this License.

WMF may specify an earlier expiration date for permission for any Additional Uses granted pursuant to Section 3 above.

10.2. Termination by WMF

WMF may revoke the right to use Wikimedia Marks under this policy at any time by providing 30 days written notice to Chapter. WMF may terminate this License immediately if Chapter breaches any of its terms. WMF may terminate the rights granted pursuant to this License immediately with respect to a specific use of the Wikimedia Marks in the event that WMF has a reasonable, good faith belief that such use will in any way disparage or otherwise harm WMF’s business, brand, goodwill, or reputation, or expose WMF or its community members to liability.

10.3. Effect of termination

Upon termination or expiration of this License, all license rights granted by this License shall terminate on a going-forward basis. Chapter shall cease all further use of the Wikimedia Marks and remove them from all websites, except that Chapter will have no obligation to remove or otherwise recall any materials previously approved and in the chain of distribution of offline material that do not form the basis of Chapter’s breach of this License.

11. WMF ownership

Chapter acknowledges WMF’s exclusive ownership of the Wikimedia Marks and agrees not to take any action inconsistent with WMF’s ownership of the Wikimedia Marks. Nothing in this License shall give Chapter any rights in the Wikimedia Marks other than the right to use the Wikimedia Marks in accordance with this License. Chapter agrees that Chapter will not challenge WMF’s ownership of the Wikimedia Marks or challenge the validity of this License. All use of the Wikimedia Marks by Chapter and any associated goodwill shall inure to the benefit of and be on behalf of WMF. Chapter agrees to assist WMF in recording this agreement with appropriate government authorities should WMF elect to do so.

12. Third party content; disclaimer

WMF expressly disclaims any liability or responsibility for the content presented in connection with Chapter’s activities, including but not limited to content created and posted on WMF’s website by third parties, including users and contributors of the site.

13. Indemnification

13.1. Chapter agrees to indemnify, defend and hold WMF (and its directors, officers and employees) harmless from and against any costs or liability (including but not limited to reasonable attorneys’ fees) arising out of or in connection with:

(1) any use of the Wikimedia Marks outside the scope of this License;

(2) any infringement of the rights of third parties other than use of the Wikimedia Marks in accordance with the terms of this License;

(3) any alleged defects in the design of any products Chapter make or distribute bearing the Wikimedia Marks, or in the material, workmanship, or warning or instructions thereof;

(4) any use of Wikimedia content (whether real, altered, or fictionalized) in or with relation to Chapter’s activities; and

(5) Chapter’s breach of this License.

13.2. WMF agrees to indemnify, defend and hold Chapter (and Chapter’s directors, officers, members employees) harmless from and against any costs or liability (including but not limited to reasonable attorneys’ fees) arising out of or in connection to any allegation that the Wikimedia Marks, as used pursuant to this License, infringe a third party’s trademark rights, provided that WMF shall not be responsible for lost profits or other consequential damages that may result from the foregoing, including any injunction against Chapter from using the Wikimedia Marks. In any event, WMF shall NOT indemnify Chapter for any costs or liability (including but not limited to reasonable attorneys’ fees) arising out of or in connection with the use of the Wikimedia Marks that is not pursuant to and in compliance with this License.

14. Representations and warranties; disclaimer of warranties

14.1. Chapter represents and warrants that:

(1) At all times, Chapter’s activities and operations in connection with the Wikimedia Marks shall be in material compliance with all applicable laws and regulations; and

(2) Chapter will not infringe or misappropriate the trademarks or other intellectual property of any third party.

14.2. WMF represents and warrants that:

(1) the Wikimedia Marks are accurately identified as such in Appendix 1; and

(2) to the best of WMF’s knowledge, the Marks do not infringe any third party’s trademark rights.

14.3. With the exception of the warranties in Section 14.2 above, WMF disclaims all other warranties, expressed or implied, including, without limitation, those of merchantability and fitness for a PARTICULAR purpose or arising from a course of dealing, usage or trade practice with respect to the Wikimedia marks or third party content used by Chapter.

15. Limitation of liability

In no event will WMF be liable for any indirect, special, consequential, or incidental damages, including without limitation, lost profits, or loss or damage to data arising out of the use or inability to use any of the Wikimedia marks, even if WMF has been advised of the possibility of such damages. 

16. Integration

This License constitutes the final and exclusive agreement between WMF and Chapter with respect to the Wikimedia Marks.

17. No waiver

Any waiver or failure to enforce any provision of this License on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. No provision of this License may be amended or waived except by a writing signed by both parties. An email shall not be considered a writing for the purposes of this Section.

18. Assignment

Neither party may assign this License or any of its rights or obligations without the prior written consent of the other party.

19. Notice

All notices, requests, permissions, and other communications hereunder must be in writing and will be deemed to have been duly given:

(a) five business days after sending by registered or certified mail, postage prepaid;

(b) when sent, if sent by email or facsimile, provided that receipt of the email or facsimile is promptly confirmed;

(c) when delivered, if delivered personally to the intended recipient; and

(d) one business day a er sending by overnight delivery via a national courier service.

All notices must be addressed to a party at the following address for such party, or to such other address(es) as may be furnished in writing by the applicable party to the other in accordance with the provisions of this Section:

19.1. If to Chapter, to the address or facsimile set forth on the first page of this License

19.2. If to WMF:

Attn.: Legal Department

Wikimedia Foundation, Inc.

1 Montgomery Street, Suite 1600

San Francisco, CA 94104

United States

Phone:+1-415-839-6885

Fax:  +1-415-882-0495

Email: trademarks@wikimedia.org

20. Severability

If any provision of this License is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

21. Survival

All provisions shall survive the termination of this License except for Section 1 (License Grant), Section 2 (Approved Use), Section 5 (Quality Standards), and Section 10 (Term and Termination).

Appendix 1 to Exhibit B

Wikimedia Marks:

1. The following wordmarks – as they appear below:

a. WIKIMEDIA

b. WIKIPEDIA

c. WIKTIONARY

d. WIKIQUOTE

e. WIKIBOOKS

f. WIKISOURCE

g. WIKINEWS

h. WIKIVERSITY

i. WIKISPECIES

j. MEDIAWIKI

k. WIKIMEDIA COMMONS

l. WIKIDATA

m. WIKIVOYAGE

2. The Wikimedia house mark logo – as it appears below:

3. The Wikipedia Puzzle Globe Logo – as it appears below:

4. The stylized Wikipedia wordmark – as it appears below:

5. The unified Wikipedia logo – as it appears below:

6. The stylized “W” icon – as it appears below:

7. The Wiktionary logo – as it appears below:

8. The Wikiquote logo – as it appears below:

9. The Wikibooks logo – as it appears below:

10. The Wikisource logo – as it appears below:

11. The Wikinews logo – as it appears below:

12. The Wikiversity logo – as it appears below:

13. The Wikispecies logo – as it appears below:

14. The MediaWiki logo – as it appears below:

15. The Wikimedia Commons logo – as it appears below:

16. The Wikidata logo – as it appears below:

17. The Wikivoyage logo – as it appears below: