Wikimedia Foundation/Legal/Community Resilience and Sustainability/Trust and Safety/Case Review Committee/Legal agreement

Case Review Committee agreement

Welcome to the Case Review Committee!

By electronically signing this document, you acknowledge that you have reviewed and agree to the terms of this agreement between you and the Wikimedia Foundation, governing your participation on the Case Review Committee.

To protect users of Foundation-hosted projects and platforms, the Foundation investigates allegations of harassment and, as warranted, closes cases under our office action policy. The Case Review Committee (“CRC”) functions as an independent arbitration body to review eligible cases submitted for appeal by users directly involved in cases closed by the Foundation. Cases eligible for appeal are limited to cases closed by the Foundation with action or inaction under our office action policy, excluding statutory, regulatory, employment, and legal policies closed by a Foundation attorney.

This Case Review Committee Agreement (“Agreement”) is between you and the Wikimedia Foundation, a US 501(c)(3) nonprofit organization.

I. The CRC Charter.

As a member of the “CRC”, you agree to abide by the CRC Charter, incorporated into this agreement by reference, and fulfill the committee member duties described in the Charter.

II. Confidentiality and File Retention.

As a member of the CRC, you provide critical and valuable services and support to the Wikimedia movement. The CRC and the Foundation share a number of common interests. These include a common interest in promoting healthy Wikimedia contributor communities, and enforcing conduct standards to protect these communities from antisocial and toxic behavior. The CRC and the Foundation also share a common interest in protecting community members from overly intrusive, overly strict, or overly lax enforcement of conduct standards by the Foundation, and in ensuring that community members involved in Foundation-led conduct investigations are treated fairly. Lastly, the CRC and the Foundation share a common interest in protecting the privacy of community members involved in these conduct investigations, including their personal data, the specifics of any allegations of misconduct, and related facts and circumstances that could be used by third parties to discover a community member’s identity.

As a member of the CRC, the Foundation may provide you with “Case Files.” These Case Files may include confidential nonpublic information, including private user information, to facilitate the CRC’s work. You and/or your fellow committee members may annotate these Case Files, or generate emails, notes, or other internal documents relating to specific cases under review, that become part of the Case Files. And, given the strength of our common interest, the Foundation’s Legal department may also choose to include in the Case Files attorney work product and/or attorney-client privileged information, including investigations and analysis prepared by or at the request of the Foundation’s in-house counsel (“Privileged Information”). Privileged Information will be clearly marked as “ATTORNEY-CLIENT PRIVILEGED” and/or “ATTORNEY WORK PRODUCT” and “CONFIDENTIAL.” You acknowledge and agree that the inclusion of any such Privileged Information is reasonably necessary to further the common interests of the CRC and the Foundation and the purposes for which such Privilege Information was generated.

You agree to comply with the Wikimedia Privacy Policy and Access to Nonpublic Personal Data Policy. Because of the unique sensitivity of the information shared with the CRC, you further agree to follow specific protocols in how you store and eventually dispose of confidential information.

Nonpublic information.

You acknowledge that you may receive “Nonpublic Information,” which includes private information, including private user information, allegations, reports, facts and circumstances, and communications between Foundation staff, users, and third parties, relating to the case under review. Case Files, and CRC members’ notes, emails, summaries, and annotations relating to Case Files are “Nonpublic Information.” Nonpublic information includes "personal information" as defined by the Wikimedia Privacy Policy, IP addresses, and other personally identifying information that are not otherwise publicly available. It does not include information about a user that that user has made public on the Wikimedia projects.

Identity of the CRC Membership.

As stated in the CRC Charter, the identity of all members of the CRC, both past and present, will only be disclosed to essential staff within the Foundation; the Foundation’s Board of Trustees’ Chair, Vice Chair, and Chair of the Product Committee; the Ombuds Commission; and within the CRC itself. Accordingly, outside of that group, your membership on the CRC, and the membership of all past and present members of the CRC, is Nonpublic Information, and is to be kept confidential. In particular, names, usernames, and any other personally identifying information in the context of or that could reveal anyone’s membership on the CRC is Nonpublic Information.

You may choose to disclose your personal membership on the CRC to a single individual not on the CRC (e.g., a family member), if you so choose, provided that you first: a) provide the Foundation with that individual’s name and contact information, and b) acknowledge in writing that any unauthorized disclosure of your membership by that individual to a third party would constitute a breach of your obligations under the agreement. Should you choose to exercise this option, you would still not be authorized to disclose any Nonpublic Information to that individual, other than your membership. Any additional disclosure of Nonpublic Information to that individual would constitute a breach on your part.

Exceptions to Nonpublic Information.

Nonpublic Information does not include any information which (a) was publicly available at the time of disclosure; (b) became publicly available after disclosure without fault or breach of this policy by you or others; or (c) was in your possession before disclosure to you, as evidenced by your written records, and was not part of an earlier confidential disclosure to you. In the event you believe that certain information disclosed to you in your role as a CRC member falls within one of the exceptions, and you wish to disclose or use it outside of your role as a CRC member, you will alert the Foundation’s staff liaisons or legal department in writing (email is sufficient), setting forth the information and the reason(s) an exception may apply. Within seven (7) days of receipt of such request, the Foundation legal department shall respond in writing with its determination as to whether any exception applies; such determination shall be conclusive.

Privileged Information.

You acknowledge that Case Files may include or comprise Privileged Information. Privileged Information shared with You is for the limited and exclusive use of the CRC and the Foundation to pursue its common interest. You agree that Foundation’s disclosure of any such Privileged Information to you for this purpose does not constitute a waiver or diminishment of the Foundation’s privileges and protections in the Privileged Information. You acknowledge that you do not have the right to waive the Foundation’s privileges and protections in any Privileged Information disclosed to you.

Protection of Nonpublic Information.

You agree to refrain from disclosing Nonpublic Information and/or Privileged Information, including any Case Files or Case File excerpts, to anyone, except for your fellow members of the CRC and the Foundation’s staff liaisons supporting the CRC. You further agree to only use Nonpublic Information and Privileged Information for the limited purpose of fulfilling your duties as a CRC member, in pursuit of the CRC and the Foundation's common interest. Absent the express written consent from the Foundation’s legal department, you agree you will not disclose Privileged Information or Nonpublic Information, in whole or part, to any person or entity apart from fellow CRC members and the Foundation’s staff liaisons supporting the CRC.

Retention and Disposal of Nonpublic and Privileged Information.

You agree to take reasonable steps to safeguard the email account and any devices you use to access Nonpublic Information and/or Privileged Information (e.g., the use of two-factor authentication for such email accounts). You also agree to take reasonable steps to fully delete (if electronic) and/or securely dispose of (if non-electronic) any Nonpublic Information and Privileged Information relating to a specific case within fourteen (14) calendar days of the CRC rendering a decision on that case. You will confirm such deletion and/or disposal in writing to the Foundation’s staff liaisons.

You also agree to redact Nonpublic Information and/or Privileged Information from any minutes or notes taken at CRC quarterly meetings within 14 calendar days of the meeting.

Obligations Survive Leaving the CRC.

You agree to keep Nonpublic Information and/or Privileged Information confidential in perpetuity, except as otherwise described herein. Your confidentiality obligations under this section continue, even if you resign or are removed from the CRC, or if the CRC is otherwise disbanded, with the limited exception that You can self-disclose your own prior membership after you have been off the CRC for at least six months, or after the CRC has been disbanded for at least six months.

Inadvertent Disclosure.

If you have, or have reason to believe you may have inadvertently disclosed Nonpublic and/or Privileged Information, you agree to contact the Foundation’s staff liaisons supporting the CRC as soon as possible. You also agree to contact the Foundation’s staff liaisons if you have reason to believe that another CRC member has disclosed Nonpublic and/or Privileged Information. You further agree to take any action reasonably requested by the Foundation’s staff liaisons and/or legal department, to remediate such inadvertent disclosure.

You agree that inadvertent or accidental disclosure by you or any other CRC member does not waive your obligation to refrain from further disclosure. You also agree that inadvertent or accidental disclosure by you or any other CRC member does not waive the Foundation’s privileges and protections in any disclosed Privileged Information. If you have taken reasonable steps to avoid disclosure, and have met your obligation to refrain from further disclosure, your inadvertent disclosure will not constitute a breach of your responsibilities under this agreement. However, the Foundation may still elect to remove you from further membership on the Committee.

Compulsory Disclosure.

If you have reason to believe that you are legally required under your local jurisdiction to disclose Nonpublic and/or Privileged Information, you may do so, provided that you first contact the Foundation and cooperate with us to consider alternative options, before you comply with your disclosure obligations. If you satisfy the requirement described in this section, your compulsory disclosure will not constitute a breach of your responsibilities under this agreement. However, the Foundation may still elect to remove you from further membership on the Committee.

The Foundation Will Inform You of Disclosure.

If the Foundation has reason to believe that your identity as a CRC member has been disclosed, whether inadvertently, in response to a legal requirement, or as the result of a breach, the Foundation agrees to inform you of the potential disclosure within forty-eight (48) hours of learning of the potential disclosure.

Breach.

Breach of your obligations in this section may result in your removal from the CRC, and/or the loss of the liability protections outlined in Section III.

You agree and acknowledge that a breach of your obligations in this section could cause irreparable damage to the Foundation, the CRC, individuals whose personal data is included in Nonpublic Information, and the Wikimedia movement, such that legal remedy in the form of damages will be inadequate. Therefore, you agree that, in the event of a breach, the Foundation will be entitled to injunctive relief without having to prove that actual damages are not an adequate remedy.

You also agree and acknowledge that the Foundation may also pursue in parallel any other remedies available under the law.

III. Liabilities and Indemnifications.

This agreement does not create an employment, agency, partnership, or joint venture relationship between you and the Foundation.

The Foundation will indemnify you to the fullest extent allowed by law against any expense, liability, and loss you reasonably incur or suffer in a legal proceeding brought by a third-party relating to your participation on the CRC, provided that (1) you provide timely notice of such proceeding to the Foundation, (2) The Foundation’s consent is obtained (and will not be unreasonably withheld) to any settlement, admission of liability, or the like, (3) you have not breached your obligations under this agreement, and (4) you are not otherwise found by a judicial or administrative body to have acted in a grossly negligent or fraudulent manner, or engaged in intentional misconduct, in relation to the conduct challenged by such third-party claim. The Foundation will also advance your reasonable legal fees and costs associated with your defense in any legal or quasi-legal matter brought against you relating to your actions and participation on the CRC, provided (1) you execute an undertaking to repay such advanced fees and costs in the event you are found by a judicial or administrative body to have acted in a grossly negligent or fraudulent manner, or engaged in intentional misconduct, and (2) you have not breached your obligations under this agreement. The obligation to advance or indemnify extends to expenses, liabilities or losses incurred after notice is provided to The Foundation; no obligation to indemnify or advance exists prior to notice. The Foundation shall have the right, but not the obligation, to assume the defense of a matter in lieu of advancement.

IV. Other Provisions.

Your membership on the CRC is non-transferable, and you cannot delegate your responsibilities as a CRC member to any non-CRC member. You also cannot transfer or assign your rights or obligations under this agreement.

You are solely responsible for how you access and use Nonpublic and/or Privileged Information you receive as a CRC member.

The laws of the State of California and the United States of America will govern this agreement (without reference to conflict of laws principles). Any action or proceeding related to this agreement shall be brought exclusively in the state or federal court encompassing the City and County of San Francisco, California. All parties expressly consent to personal jurisdiction and venue in such court, and waive any right to challenge jurisdiction or seek to challenge or change venue.