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Comment by neilperetz | Hacker News Reader

Hi, it's Neil Peretz. I was just alerted to your post. I understand there's a question you have. How can I help you?

I will ask on behalf of the entire Wordpress community - is there any part of the Wordpress cluster of organizations that do not ultimately answer to Matt?

Hi Legitster. I will work with colleagues on a response to your question. It's a broad topic given how many facets there are to the WordPress community.

come on, Neil... you just published 700 words on the topic. You even made flow charts! Are you now saying you don't actually have a solid understanding of the situation?

Given how poorly written that article is (and how he has no control of his client), its not clear that Neil is actually a real lawyer

Despite our sometimes fervent wishes, lawyers don't control clients. We are not puppeteers.

Matt has also claimed that you or someone else on his legal team has signed off on his posting. https://news.ycombinator.com/item?id=41726834

Is that true or false?

So what you're saying is that you "fervently" think your boss should shut up because he is giving his legal opponent fuel for their case against his extortion and other charges? And that he's making you write things that you don't understand or particularly agree with?

I promise you, your integrity (or at least your license to practice law) are worth more than Matt's sinking ship. I hope you can move on to do something meaningful with you practice

No, that's not what I am saying. Nice try with the leading question though.

he's never going to move on to anything meaningful, he's fully cooked

If lawyers only had perfect clients, they wouldn’t have clients.

(Analogously, If software engineers only worked for perfect companies, companies wouldn’t have software engineers.)

Clearly your question is beyond the scope of the article -which means you want more than 700 words. Otherwise you could just read the article.

Did Matt really send you here without even explaining what the conversation was about? And then you didn't even bother to read it for yourself?

The article you wrote claims "The Foundation also licensed the name WordPress to the non-profit WordPress.org, which runs a website that facilitates access to WordPress-related software."

Matt in his comment claims "All the information in the links you shared is totally wrong. Our lawyers have never said that WordPress.org is a non-profit or owned by the Foundation."

So which of you have it wrong?

I believe there was a typo in the post. If you read this thread you'll see a note below from Matt yesterday that the post was corrected.

"Asbolutely" is a typo.

Don't white wash a completely inaccurate and misleading statement as a typing error - that treats people like fools.

ESPECIALLY since this is one of DOZENS of recently citable instances where Matt refers to WP.org, Automattic, and the Foundation almost interchangably.

"Rushing to fix years of (intentionally/conveniently) muddy waters on org structures" is not "a typo in the past" - this is insulting to your audience.

Neil,

Thanks for participating. I have an honest question:

How do you reconcile your post [0] claiming that Automattic controls all commercial aspects of the trademark with Matt's previous claim that "the most central piece of WordPress’s identity, its name, is now fully independent from any company" and that Automattic had "give[n] up control" of the marks? [1]

[0] https://automattic.com/2024/10/02/wordpress-trademarks-a-leg... [1] https://ma.tt/2010/09/wordpress-trademark/

I appreciate the question and it deserves a lengthier blog post reply that I will work on and share. In the interim, some brief thoughts on the topic that may be relevant.

The WordPress community operates on an open source, non-commercial basis. The community decides what is included in each release of WordPress, how it's tested, what documentation accompanies it, etc.

Because the WordPress Foundation, not Automattic, owns the WordPress trademarks for non-commercial use, Automattic has no control or veto of what code is stamped with the WordPress label.

By contrast, if Automattic retained non-commercial control over the WordPress trademarks it could refuse to affix the WordPress label to work done by and released by core contributor groups.

In case you are not familiar with how WordPress decisionmaking works: Volunteer contributors self-organize into groups that set their own goals, interface with other groups, allocate resources, plan a schedule, and resolve issues according to a Community Code of Conduct (see https://make.wordpress.org/handbook/community-code-of-conduc...). You can learn about how decisions are made in the WordPress project at https://learn.wordpress.org/course/how-decisions-are-made-in....

I am going to operate under the assumption that others may have similar questions, which is why I think this is a good topic for a blog post.

Neil, thanks for your response. But (as you noted) there is still lots of confusion.

>Because the WordPress Foundation, not Automattic, owns the WordPress trademarks for non-commercial use, Automattic has no control or veto of what code is stamped with the WordPress label.

Respectfully, how the "code is stamped" wasn't the question, and nobody was worried about that. What people were worried about around the time of Matt's post (previously linked) was corporate control over the marks. That is the context under which Matt made the claim.

Given that context, would you describe the trademarks as being "fully independent from any company"?

If I may pick your brain some more; Where does this distinction between commercial and non-commercial use come from? The trademark assignment does not appear to make any such distinction: "..an exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use and otherwise exploit the trademarks...".

https://assignments.uspto.gov/assignments/assignment-tm-4233...

Which brings up something else I hope you can clarify: how can The Foundation grant wordpress.org a license if the licence granted to Automattic is exclusive? Wordpress.org as you know, is not a non-profit.

Thanks.

Hi mthoms. The question you asked is: "how can The Foundation grant wordpress.org a license if the licence granted to Automattic is exclusive? Wordpress.org as you know, is not a non-profit."

One need not be a non-profit corporation to engage in non-commercial use. Distributing open source software at no charge is not a commercial activity.

An analogy might be you or I volunteering at a community event. We are individuals, not non-profit corporations, however we would be engaged in non-commmercial activity.

Do you consider a site privately owned by Matt that advertises Matt's commercial products to be non-commercial because it also hosts open source code?

Thanks Neil. I disagree strongly about dot org being non-commercial. Jetpack and Akismet (Automattic commercial products) have been "featured" plugins since time immemorial. That means they show up ahead of 60,000 other plugins, every time. There is massive commercial benefit to that.

Just one more question if you don't mind -

Where does this distinction between commercial and non-commercial use come from? The trademark assignment does not appear to make any such distinction: "..an exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use and otherwise exploit the trademarks...".

> Where does this distinction between commercial and non-commercial use come from? The trademark assignment does not appear to make any such distinction: "..an exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use and otherwise exploit the trademarks...".

Not the parent commenter, but I'm guessing it comes from the usage part after:

> in connection with the hosting of blogs and web sites that utilize any version or component of the WordPress open source publishing platform product or open source successor of any of the foregoing on or in connection with www.wordpress.com and www.wordpress.tv (each and collectively, together with any subdomains of any of the foregoing, "Automatic Sites"), providing support for the Automatic Sites, and/or substantially similar uses in connection with the Automatic Sites.

Right, but none of that says anything to the effect of "excluding non-commercial use". It's a blanket assignment for "hosting of blogs and web sites that utilize any version or component of the WordPress open source publishing platform product or open source successor..."

That means Automattic's rights ares not restricted in any way despite their claims that The Foundation has exclusive non-commercial rights and Automattic does not.

If the WordPress Foundation is controlled by Matt, Automattic is controlled by Matt and WordPress.org is controlled by Matt, how can there be independent decision making? As Matt has demonstrated by blurring the lines between WordPress.org and Automattic by introducing the ban on WP Engine "affiliates" accessing WordPress.org because of the lawsuit against Automattic, there's no distinction.

Matt has tweeted about his final approval over WordCamp events despite members of the volunteer groups operating under the belief they had the final say, which undermines any attempt to claim these volunteer groups have any control (only the illusion of control): https://x.com/ryancduff/status/1841834672059199590

Automattic just poached Jason Bahl from WPEngine to bring WPGraphQL into core WordPress, demonstrating very clearly that Automattic have control over WordPress core: https://wordpress.org/news/2024/10/wpgraphql/

Matt has shared that he owns WordPress.org personally but that Automattic employs hundreds of people to work on it and spends millions of dollars financing it.

Ultimately, you work for Automattic and report to Matt so you're obligated to share his version of the world, but the version of the world you're describing only exists in Matt's head. There's no way to frame what is happening as independent of Automattic. I know that it doesn't matter to you personally, this is just a job, and once you leave Automattic you'll look back and laugh at the absurdity of this situation. I guess the point of my comment is to say: we all know that you know this is nonsense, you're convincing nobody. If you actually believe this nonsense (which I doubt, you're not an idiot) then you need to do a much better job of convincing people.

Are you saying that Matt has never and will never veto a contribution that the contributor team has agreed on?

Are you also saying that Automattic employees have not led and had controlling power on teams that are making commits to WordPress?

> Because the WordPress Foundation, not Automattic, owns the WordPress trademarks for non-commercial use, Automattic has no control or veto of what code is stamped with the WordPress label.

Who are the board members of the WPF, and how active are they? My understanding is that there are three, and two are active.

Who is the CEO of Automattic? Let's not be naive and pretend that Automattic has "no control" over the WordPress Foundation when they share Presidents.

For one simple example, why did Matt Mullenweg, President of the independent, "no control from Automattic", WordPress Foundation disinvite WP Engine from a community event they sponsored, because they were in a legal dispute with Matt Mullenweg, President of entirely independent, arms-length Automattic?

It appears you do not know what is going on with WordPress.

The person who ultimately controls what is included in a release of WordPress is the Release Lead. They are an employee of Automattic. We compiled a list of Release Leads going back to 2019: https://www.pluginvulnerabilities.com/2024/10/10/automattics...

It has been Matt Mullenweg 12 of 15 times. The other Release Leads were Josepha Haden Chomphosy and Matías Ventura, who were Automattic employees at the time.

So Automattic obviously does have control and a veto.

In your article, you explain that Automattic has given all trademark rights to the foundation and has been given a license for commercial usage. That would mean that A8C can use and enforce the license in commercial contexts according to the terms set forth in the licensing agreement with the foundation, correct? But, in my understanding, that would not actually confer *ownership" back to Automattic, it would grant a license to use according to agreed upon terms, that could, as Matt himself explained in one of the Youtube interviews, be taken away from Automattic if the foundation would no longer consider Automattic a suitable guardian (I think that's the term he used) of the trademark.

Is this correct?

Could the foundation actually legally revoke Automattic's commercial rights? If so, what would be the requirements for that to happen? Are the foundations legal statutes available anywhere?

Thanks!

I'll take that as a "no." unless proven otherwise.

While I love pronouns, they can lead to misunderstandings if not carefully defined. Above it was written "I'll take that as a 'no'".

Could you explain what "that" refers to in your statement. I am asking because, lacking a clear definition of the question, I cannot say whether the answer is Yes, No, or something else.

"that" was referring to your reply to their straightforward yes/no question being anything but.

So you interpret "is there any part of the Wordpress cluster of organizations that do not ultimately answer to Matt?" as being a YES or NO question?

I interpret it as a request for information about what is Matt's role in the ecosystem and I was gathering information to share about that.

However, if you are not interested in factual information, the answer is: YES, there are various parts of the the Wordpress cluster of organizations that do not ultimately answer to Matt.

Which ones aren't under his control? HR? Legal? Because no sane person would be letting him do this

While I love the use of passive aggressive language, in this case, as it was originally written, "However, if you are not interested in factual information, the answer is: YES" causes some globule of confusion to the primary reader --

Is this to imply that the answer Yes to the question about Matt's control over the organizations named WordPress is _not_ in fact factual?

Dictated not read.

YMHAOS

Ironic, this is the same confusion WP users are having over a word that is not a pronoun -- WordPress

We don't have any questions, but there are possibly several inaccuracies in the post you wrote. At least the information appears to contradict other information provided on your side.

The post has been updated to say that "The Foundation also licensed the name to the website WordPress.org, which facilitates widespread access to WordPress-related software at no charge." Websites presumably can't have trademark licenses. There must be a legal entity. Matt Mullenweg is claiming that he personally has the second license for the trademark [1], so not a website. A graphic included in the post similarly still claims that "Right to use name as part of non-profit activities" went to WordPress. With the arrow coming from the WordPress Foundation. There doesn't appear to be a non-profit.

The post states that "The right to use the WordPress marks for commercial purposes (e.g., selling software, hosting, and agency services) is owned by Automattic." The publicly available license states that Automattic has the right to use the trademark "in connection with the hosting of blogs and web sites [2]." So it looks like Automattic's rights are more limited. Maybe the license has been amended or there is an unstated belief that the license has a wider scope than the plain language of the license suggests. Having the foundation release all licenses agreements it has would help to clear things up, possibility for you, but definitely for everyone else.

In explaining how the license agreement between the foundation and Automattic happened, the post says that 'In order to effect a valid license agreement, there needs to be an actual exchange of value from both sides, which lawyers call "consideration."' But Matt Mullenweg [3] and what appears to be an Automattic employee writing for the WordPress Foundation [4] both stated at the time that Auomattic donated the trademark. Legally, a donation can't involve a consideration [5]. That would suggest there isn't a valid license agreement or there wasn't actually a donation.

We would suggest you consult with a lawyer about all that, but you are a lawyer.

[1] https://youtu.be/OUJgahHjAKU?t=442 [2] https://assignments.uspto.gov/assignments/assignment-tm-4233... [3] https://ma.tt/2010/09/wordpress-trademark/ [4] https://wordpressfoundation.org/news/2010/trademark/ [5] https://www.law.cornell.edu/wex/donation

You wrote: "In explaining how the license agreement between the foundation and Automattic happened, the post says that 'In order to effect a valid license agreement, there needs to be an actual exchange of value from both sides, which lawyers call "consideration."

Indeed. And there was a lot of Consideration given in this exchange. Automattic owned 100% of the WordPress trademarks. Automattic's "Consideration" was to give all the non-commercial use of those trademarks to the WordPress Foundation.

Consider a simple, but apt analogy. You own a car. You decide to give someone else the right to drive your car on the weekends, however you retain the right to drive it during the week. Did you provide Consideration for the right to drive the car during the week? Of course - the recipient previously had nothing and you gave them the right to drive your car on the weekend. The only lack of Consideration here was that the person getting the weekend driving rights gave you nothing in exchange for those.

> Indeed. And there was a lot of Consideration given in this exchange. Automattic owned 100% of the WordPress trademarks. Automattic's "Consideration" was to give all the non-commercial use of those trademarks to the WordPress Foundation.

If I understand your comment correctly, you are saying that Automattic is still the owner of the WordPress trademarks, and granted licenses for non-commercial use to the WordPress Foundation?

It's clear from what he's saying that Automattic once OWNED the trademarks, but transferred those trademarks to the WordPress Foundation, and thus Automattic is NO LONGER THE OWNER of said trademarks.

What Automattic has is an exclusive license to use and sell the commercial licenses of the trademark.

I don't think that's clear.

>Automattic owned 100% of the WordPress trademarks. Automattic's "Consideration" was to give all the non-commercial use of those trademarks to the WordPress Foundation.

You need to keep reading the rest of what we wrote there. We were not disputing that explanation of a consideration. We are saying there can’t be a consideration in a donation and two employees of Automattic contemporaneously claimed it was donation. Either there wasn’t a donation or there isn’t a valid license agreement.

You also didn't address the other issues at all.

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