Retflo Cooperative Commons License (RCCL) v1.0

Preamble

This License governs use of the Retflo work, which includes both the software (source code, APIs, visualizer, tooling) and the content (argument nodes, connection data, documentation, and derived datasets) — collectively, "the Work."

The purpose of this License is to maximize free use of the Work by people and organizations structured around democratic worker ownership and mutual aid, while ensuring that entities structured to extract surplus value from workers for the benefit of non-working owners cannot use the Work without a separate commercial agreement.

The distinction this License draws is not between profit and non-profit, nor between large and small, nor between sectors or industries. The distinction is structural: who controls the organization, and in whose interest does it operate? An organization run by and for its workers is a Cooperative Entity. An organization in which control or profit flows primarily to people who do not perform its labor is a Prohibited Entity.

This License is designed to be interpreted in light of that purpose. Where ambiguity exists, interpreters — including courts — are directed to resolve it in the way most consistent with the intent stated here: broad access for democratic worker organizations, and no free access for extractive ones.

Part I: Definitions

1.1 "The Work" means the Retflo software, content, and data in any form, including source code, compiled code, the argument graph, node definitions, connection data, documentation, APIs, and any Derivative Works covered by this License.

1.2 "Derivative Work" means any work that is based on, incorporates, adapts, translates, or is otherwise derived from the Work in whole or in part, including but not limited to: modified versions, integrations, wrappers, fine-tuned models trained on the Work's content, applications that embed the Work's data, and services that serve the Work's content via network.

1.3 "Use" means any act that would require a copyright license, including but not limited to: reproducing, distributing, publicly performing, publicly displaying, transmitting over a network, and creating Derivative Works. It expressly includes making the Work or a Derivative Work available to third parties via a network service, API, or application (the "Network Use" provision — see Section 3.3).

1.4 "Cooperative Entity" means any organization that, at the time of Use, satisfies ALL of the following criteria:

(a) Worker Control: A majority of voting rights in governance decisions are held by persons who perform regular labor for the organization ("worker-members"), and no single non-worker-member or group of non-worker-members acting in concert holds a blocking or controlling interest in governance;
(b) Democratic Governance: Governance is structured on a one-member-one-vote basis, or an equivalent verifiably democratic structure in which no member's vote counts more than another's solely by virtue of capital contribution;
(c) Worker-Oriented Surplus Distribution: Where the organization generates surplus, the primary mode of distribution is to worker-members in proportion to their labor contribution, not to external investors in proportion to their capital contribution;
(d) Independence: The organization is not Controlled by a Prohibited Entity (see Section 1.5 and the anti-avoidance provisions of Section 4).

Organizations that satisfy (a) through (d) include, but are not limited to: formally registered worker cooperatives, platform cooperatives, collectively-run nonprofits governed by their workers, mutual aid organizations, labor unions using the Work for organizing purposes, and student or community organizations with no external controlling ownership.

1.5 "Prohibited Entity" means any organization that, at the time of Use, meets ANY of the following criteria:

(a) A majority of voting rights in governance decisions are held by persons who do not perform regular labor for the organization; OR
(b) Profit or surplus is distributed primarily to persons who do not perform regular labor for the organization (i.e., external shareholders or investors); OR
(c) A single individual or entity that does not perform regular labor for the organization holds a unilateral right to override governance decisions, hire or fire workers, or dissolve the organization.

Organizations that are Prohibited Entities include, but are not limited to: investor-owned corporations, publicly traded companies, private equity-owned entities, sole proprietorships operated primarily by hired labor, and any organization in which capital holders, rather than workers, hold ultimate control.

A nonprofit organization is a Prohibited Entity if it meets any of criteria (a) through (c) with respect to its governance structure, notwithstanding its tax-exempt status.

1.6 "Controlled by" means that a Prohibited Entity (i) owns more than 25% of the equity or voting rights of the organization; (ii) has the contractual right to appoint a majority of the governing board; (iii) is owed a debt obligation whose terms give it governance rights or operational veto; or (iv) otherwise exercises de facto control over the organization's strategic or operational decisions.

1.7 "Licensor" means the copyright holder(s) of the Work.

1.8 "You" means the individual or organization exercising rights under this License.

Part II: Grant of Rights

2.1 Grant to Cooperative Entities. Subject to the conditions in Part III and the eligibility requirements in Part IV, the Licensor grants You, if You are a Cooperative Entity, a worldwide, royalty-free, non-exclusive, perpetual license to:

(a) Use, reproduce, and distribute the Work;
(b) Create and distribute Derivative Works;
(c) Make the Work or Derivative Works available via network services;
(d) Use the Work for any purpose, including commercial purposes within the organization's cooperative activities.

2.2 Grant to Individuals. The Licensor grants any natural person a worldwide, royalty-free, non-exclusive license to Use the Work for personal, educational, research, or advocacy purposes, provided such use does not primarily benefit a Prohibited Entity.

2.3 No Grant to Prohibited Entities. This License does not grant any rights to Prohibited Entities. Any Use by a Prohibited Entity without a separate Commercial License Agreement is an infringement of the Licensor's copyright.

2.4 Commercial License. Prohibited Entities may seek a separate written Commercial License from the Licensor. Such licenses are granted at the Licensor's sole discretion and on terms negotiated separately from this License. The existence of this provision does not create any entitlement to a Commercial License.

Part III: Conditions

All rights granted under Section 2.1 and 2.2 are subject to the following conditions. Failure to comply with any condition automatically terminates Your rights under this License (see Section 6).

3.1 Attribution. Any distribution of the Work or a Derivative Work must include:

(a) A clear and prominent notice identifying the original Work and its author(s);
(b) A copy of this License or a URI pointing to a canonical copy of it;
(c) A notice of any material changes made, if You distribute a Derivative Work.

3.2 ShareAlike (Copyleft). If You distribute a Derivative Work, You must license it under this License (RCCL v1.0), or a later version of this License published by the Licensor, on the same terms. You may not impose additional restrictions on recipients' rights under this License.

3.3 Network Use (Strong Copyleft). If You make the Work or a Derivative Work available to third parties via a network service, API, application, or any remote interface — including services that serve the Work's content, data, or functionality without distributing source files — this constitutes Use for purposes of this License. You must make the complete corresponding source code and content of the Derivative Work available under this License at no charge, via a publicly accessible repository or equivalent means, concurrent with the provision of the network service.

3.4 No Sublicensing. You may not sublicense the Work to any party. Each recipient of the Work or a Derivative Work automatically receives a license from the Licensor under the terms of this License, subject to their own eligibility.

3.5 Integrity of Argument Content. If You distribute a Derivative Work that modifies the argument nodes, connections, or reasoning content of the Work, You must:

(a) Clearly mark all such modifications as Your own and not represent them as part of the original Work;
(b) Not present modified argument content in a way that is designed to mislead readers about the original Work's positions.

Part IV: Eligibility, Attestation, and Audit

4.1 Self-Attestation Requirement. Before making any Use covered by this License (other than individual personal use under Section 2.2), an organization must provide a written Attestation of Eligibility. The Attestation must:

(a) State that the organization meets all criteria of a Cooperative Entity as defined in Section 1.4;
(b) Be signed or otherwise authenticated by a person with authority to bind the organization;
(c) Be dated;
(d) Be retained by the organization and made available to the Licensor upon request.

Attestation may be provided by: a signed statement on organizational letterhead or equivalent; a declaration in the organization's public documentation (e.g., README, website, governing documents) that expressly references this License and affirms eligibility; or any other written form that creates a clear, dated record.

4.2 Audit Right. The Licensor may, at any time and for any reason, request that an organization using the Work provide documentation sufficient to verify its eligibility as a Cooperative Entity. Such documentation may include, without limitation: bylaws or governing documents, ownership or membership records, profit-sharing or surplus distribution records, and board or governance records.

The organization must provide responsive documentation within thirty (30) calendar days of the request. Failure to respond, or documentation that reveals the organization does not meet the criteria of Section 1.4, results in automatic termination of the organization's rights under this License.

4.3 Misrepresentation. Providing a false Attestation of Eligibility constitutes fraud and a material breach of this License. The Licensor reserves all legal remedies available for such misrepresentation, including claims for damages arising from the unauthorized use.

4.4 Transitional Organizations. An organization that does not yet have formal cooperative registration but is in active transition toward meeting all criteria of Section 1.4 may Use the Work under this License for a period not to exceed twelve (12) months from the date of first Use, provided that:

(a) The organization meets criteria 1.4(a) and 1.4(b) (worker control and democratic governance) from the outset, even if formal registration is pending;
(b) The organization provides an Attestation of Eligibility under Section 4.1 that discloses its transitional status and identifies the steps being taken toward formal compliance;
(c) The organization achieves full compliance with all Section 1.4 criteria within the twelve-month period or ceases Use.

Part V: Anti-Avoidance

5.1 Substance Over Form. This License shall be interpreted according to its substantive purpose, not the formal legal structure of the user. Arrangements that are designed or operate to circumvent the eligibility requirements of this License — while technically satisfying their literal terms — are prohibited.

5.2 Controlled Entities. Use by any organization that is Controlled by a Prohibited Entity (as defined in Sections 1.5 and 1.6) is itself prohibited under this License, regardless of that organization's own formal structure. A shell cooperative, foundation, or subsidiary whose primary function is to channel benefit to a Prohibited Entity does not qualify as a Cooperative Entity.

5.3 Beneficial Use Test. Where the primary economic or strategic benefit of a Use accrues to a Prohibited Entity — regardless of which entity technically performs the Use — this License treats the Use as having been performed by the Prohibited Entity. This provision applies to, without limitation:

(a) Use by a contractor or vendor whose work product primarily serves a Prohibited Entity;
(b) Use by a wholly owned or majority-controlled subsidiary of a Prohibited Entity;
(c) Use designed to enable a Prohibited Entity to avoid acquiring a Commercial License.

5.4 Model Training. Training a machine learning model on the Work's content, in whole or in part, constitutes Use for purposes of this License. A model trained on the Work's content by or for a Prohibited Entity is a Derivative Work subject to the conditions of Part III. Offering the outputs of such a model as a service constitutes Network Use under Section 3.3.

Part VI: Termination

6.1 Automatic Termination. Your rights under this License terminate automatically, without notice, upon:

(a) Any material breach of the conditions in Part III;
(b) Any failure to comply with the audit provisions of Section 4.2;
(c) Any misrepresentation under Section 4.3;
(d) A Cooperative Entity ceasing to satisfy the criteria of Section 1.4, from the date it ceases to satisfy those criteria.

6.2 Cure. If You become aware of a breach and cure it within thirty (30) calendar days of becoming aware, Your rights are reinstated — but only once. Subsequent breaches of the same provision do not benefit from a cure period.

6.3 Survival. Termination of Your rights does not affect the rights of downstream recipients who received the Work from You while Your rights were in good standing, provided those recipients remain independently eligible.

Part VII: Disclaimer and Limitation of Liability

7.1 No Warranty. THE WORK IS 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. THE LICENSOR DOES NOT WARRANT THAT THE WORK IS ACCURATE, COMPLETE, OR FREE FROM ERROR.

7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WORK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Part VIII: General Provisions

8.1 Jurisdiction-Neutral Interpretation. This License is intended to be enforceable in any jurisdiction. Where a specific provision is unenforceable under the law of a particular jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the License shall continue in full force and effect.

8.2 Severability. If any provision of this License is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.3 No Waiver. Failure by the Licensor to enforce any provision of this License shall not constitute a waiver of the right to enforce that provision in the future.

8.4 Entire Agreement. This License constitutes the entire agreement between the Licensor and You with respect to the Work. It supersedes all prior understandings and agreements, whether written or oral, relating to the subject matter hereof.

8.5 Versions. The Licensor may publish revised versions of this License. A Derivative Work already distributed under RCCL v1.0 may continue to be distributed under v1.0. New uses may be governed by a later version at the Licensor's direction.

8.6 Interpretation Guidance. This License shall be interpreted in light of its stated purpose: to maximize free access for democratic worker organizations and to prohibit free access for extractive, investor-controlled entities. Courts, arbitrators, and other interpreters are directed to resolve ambiguity in the manner most consistent with that purpose.