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OPN Participation Agreement

Version: 1.0 Draft

Effective Date: 1st December 2025

Last Updated: 2nd December 2025

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:

  1. Written notice to OPN administrator within 90 days of specification publication
  1. Commitment to licence on Reasonable and Non-Discriminatory (RAND) terms
  1. 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

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.

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

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

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.


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.

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