Talk:Wikimedia Enterprise

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Revenue goal

What is the revenue goal of Wikimedia Enterprise for the time of the fiscal year 2022-2023 and what profit do you expect. In what class of taxation is the Wikimedia LLC classified and how high are the expected operating costs for the next fiscal year. After it is a buisness it is from my point of view important to treat the Wikimedia LLC like a company that is for profit in the buisness. The sentence with the plan about the taxation that I have found in the Wikimedia LLC Operating Agreement is not clear to me. I am not sure if I understand this sentence in the right way. I suggest to calculate the prices for the products you offer with a not to high markup. I suggest as a goal to reach a 5 percent profit with the company as the so called EBT, also known as Equity before Taxes. This is a from my point of view acceptable profit if it is made sure that the money is reinvested and a part goes back to the Wikimedia Foundation and goes there to the communty. If it is possible I think the Wikimedia LLC is a chance to try out how free knowledge can be used in companies and what kind of transparency can be offered to the customers. So if the amount the customer pays is lower or higher to reach the before calculated profit I think the customer should be informed. In my ideal understanding of business the prices should cover the costs but be not much higher or lower than that. There I see a chance to try if something like that can work in a company. I am interested in an office hour to hear about the current status of Wikimedia Enerprise and to talk about the plan for next year.--Hogü-456 (talk) 19:11, 30 April 2022 (UTC)

Dear Hogü-456,

With regards to the revenue goal: the “how much money will this raise” question on the FAQ has this note: As per the project's financial goals that were initially defined during the development-phase, the 2021-22 Annual Plan predicts "$10.2 million in contractual revenue and approximately $3.6 million in expense for Wikimedia Enterprise...". As this sentence implies - this is the assumption that was made early in the development of the project. Now that we are a further year ahead, things are becoming clearer - and consequently so is potential customer base. The most important thing is that we generate, as you said yourself, sufficient revenue such that Enterprise’s activities are self-funding - but not too much as to alter our fundamental focus on small-donations. Next month will also be the next public milestone and associated announcement, which will have details that answer some of your questions in this topic. ​​As per the project’s published Principles, we will also be publishing overall revenues and expenses at least annually - but that won’t be until there’s approximately a year’s worth of financial data to report upon. As things stand, we’ve only been “open for business” since January. The publication of the first full year’s worth of revenue/expenses will include more practical information, rather than the necessarily-hypothetical response I can give today.

As for the taxation topic: As also noted on that FAQ, “The assessment of appropriate tax treatment of the LLC activities has been coordinated with the Wikimedia Foundation auditors KPMG.” We expect that there will be a small portion of Wikimedia Enterprise’s revenues which are subject to unrelated business income tax [UBIT], while the majority will be tax exempt.

With regards to the pricing itself - we will have more information coming soon. There will be a pricing structure that the potential customers (and the interested public/wikimedians) can calculate for themselves. This is both ‘better for business’, and also more equitable + more transparent.

I have scheduled a community-office-hours for early June, where you can bring follow-up questions. See the details at "office hours" subsection below. Sincerely, LWyatt (WMF) (talk) 21:08, 11 May 2022 (UTC)

Thank you @LWyatt (WMF): for the answer,

currently I have not a clear description why I havent read your answer earlier as I was since then on the page and wrote something below. I think that the expected profit is much to high. I think for a business more than 25 percent profit in total are not responsible and so I think the prices for the services should be reduced and I think for the business the Wikimedia Foundation should pay taxes. Now I hope that there will be then discussions about it at the Office Hour or before during the annual plan discussions at this talk page and it is an example that I do not look to all relevant sides and will need to look more detailed and recently to board resolutions and talk pages. Because the business started already as you wrote there are some customers there.--Hogü-456 (talk) 20:12, 19 May 2022 (UTC)

How are we doing?

Hi @LWyatt (WMF):, Hogu asks above about revenue and an office hours (and so I am a +1 to both those queries) - I just thought I'd ask more generally about how Enterprise is doing? What progress has it made at standing up? Are the initial customers happy with the offering (if we are active)? Does Enterprise specify its year's plans at the same time as the rest of the WMF is doing the Annual Plan - if so, what are the key highlights? Nosebagbear (talk) 14:40, 9 May 2022 (UTC)

Hello Nosebagbear - I'm working on a reply to Hogu's questions so you can follow that thread. As for initial customers, highlights, annual plan... "watch this space!" While this page has been quiet in recent months, that is deceptive: a lot of work has been going on in the background and we're about one month away from our next major press-release with updates. I'll schedule and publicise a community-office-hours for that 'announcement week' where you can bring these kinds of questions (if they're not already answered by the news announcement itself). LWyatt (WMF) (talk) 10:43, 10 May 2022 (UTC)

Sounds good, look forward to the update Nosebagbear (talk) 11:19, 10 May 2022 (UTC)

Nosebagbear - This is now scheduled. See Talk:Wikimedia_Enterprise#June_9_-_"office_hours"_conversation. LWyatt (WMF) (talk) 21:43, 11 May 2022 (UTC)

Speaking for myself, I generally prefer having questions asked and answered on-wiki (as you have been doing admirably well, thank you). Office hours take a lot of time out of work/family life, the timing is always inconvenient for some people, and the information ends up dispersed across multiple pages, with no one place tracking the progress of discussions.

With this in mind, may I suggest you provide a summary here as well? Best, Andreas JN466 10:33, 26 May 2022 (UTC)

A video conversation is an addition to, not a replacement for, this talkpage. Some people prefer different methods of communication and so we’re trying to suit all preferences. If all participants are happy with it, we will record the video and upload it to commons and embed it here - as we did with the other ‘office hours’ calls last year. LWyatt (WMF) (talk) 11:23, 26 May 2022 (UTC)

LWyatt is indeed responsive - I think Andreas' request is specifically for a textual update/summary (along with any video upload to commons) Nosebagbear (talk) 10:17, 27 May 2022 (UTC)

I can't promise to be 'taking detailed minutes' of the conversation. However, if I've the presence of mind, while also facilitating the call, I'll try to take note of the approximate topic (and, if possible, the timecode to make it easier to 'skip to the relevant part') and put that in the file description when I upload it to Commons. LWyatt (WMF) (talk) 10:30, 27 May 2022 (UTC)

@LWyatt (WMF): YouTube videos these days have an automated transcript (available both with or without timecodes, accessible via the three-dot icon in the line under the video's title). Could you copy that out and put it onto the talkpage here, "hatted" (i.e. so it is only visible when a person clicks on it)? Andreas JN466 21:26, 8 June 2022 (UTC)

As with previous video-meetings, this will be conducted on Zoom (not Meet/YouTube). This allows for better moderation tools and video recording extraction/transcoding to Commons. We’ll see what the automatic transcription functionality is like (accuracy + extraction). LWyatt (WMF) (talk) 21:58, 8 June 2022 (UTC)

@Nosebagbear and Hogü-456: According to Advancement's quarterly review, Wikimedia Enterprise is behind schedule: "Although we successfully closed an initial set of paying customers for Wikimedia Enterprise at the end of the last calendar year, and have continued to have ongoing sales conversations with additional potential customers, we have been unable to close additional customers as quickly as we projected due to unanticipated legal and product requirements, and will not hit the revenue target for FY21/22." At the end of Q3, WE had achieved 30% of its revenue goal, unchanged from Q2. Progress has been made in Q3 though in terms of laying the groundwork for supporting small and medium enterprises. (On a different topic, the quarterly review also mentions that a number of Google staffers will join the Abstract Wikipedia team.) Andreas JN466 15:38, 15 June 2022 (UTC)

I wouldn't summarise that quarterly review description as "Behind schedule" but rather that it is "lower than the initial estimates". This might seem merely semantics but the difference is that the former implies there's a rigid 'sales expectation calendar' - which there isn't. Rather, the latter phrase indicates that as things progress, initial assumptions are steadily being replaced with real-world data. As I already stated above in the #Revenue goal subheading, and will reiterate here:

As per the project's financial goals that were initially defined during the development-phase, the 2021-22 Annual Plan predicts "$10.2 million in contractual revenue and approximately $3.6 million in expense for Wikimedia Enterprise...". As this sentence implies - this is the assumption that was made early in the development of the project. Now that we are a further year ahead, things are becoming clearer - and consequently so is potential customer base. The most important thing is that we generate, as you said yourself, sufficient revenue such that Enterprise’s activities are self-funding - but not too much as to alter our fundamental focus on small-donations... -- LWyatt (WMF) (talk) 16:04, 15 June 2022 (UTC)

What stuck in mind was "unable to ... as quickly as we projected" rather than the lower revenue. It sounded like "the unanticipated legal and product requirements" were simply causing a delay, rather than a reassessment of revenue expectations. But naturally you know more about the background than I do, so I am happy to take your point. Regards, Andreas JN466 18:58, 15 June 2022 (UTC)

June 23 - "office hours" conversation

Come and meet the Wikimedia Enterprise team and ask questions you may have:

When & where: Thursday 23 June @ 1700 UTC on Zoom.

It's been a while since we last did one of these, and the intention is to have the next major updates about the project published earlier in that week, so this is a good opportunity to meet. Sincerely, on behalf of the team, LWyatt (WMF) (talk) 21:42, 11 May 2022 (UTC)

Hello @LWyatt (WMF):, in this year June 9 is a Thursday and not an Tuesday. Can you please correct the day in the link or tell if it will happen at another date. I am interested in attending and like that you have scheduled an Office Hour.--Hogü-456 (talk) 20:45, 15 May 2022 (UTC)

Hogü-456 thank you very much for noticing and informing me. I have corrected it here, and in the main page. It is indeed THURSDAY June 9. LWyatt (WMF) (talk) 21:02, 15 May 2022 (UTC)

NOTE: This event was originally advertised as on the 9th. It has now been delayed by precisely two weeks to Thursday 23rd. I have updated the sections subheading to ensure it is not confusing. (Ping Hogü-456 in particular).
The reason for this change is because the major update announcement itself (mentioned above) is being pushed by two weeks for a couple of pragmatic reasons including covid. Sincerely LWyatt (WMF) (talk) 11:16, 2 June 2022 (UTC)

Hello @LWyatt (WMF):, I have changed the date at the page belonging to this discussion page. There was the 9th of June mentioned as the date, when the office hour will happen. Can you please mark the page for translation or where can I ask for that.--Hogü-456 (talk) 19:05, 9 June 2022 (UTC)

Ah - thank you Hogü. I thought I had updated them all, but missed that (prominent) one! I will do. LWyatt (WMF) (talk) 19:08, 9 June 2022 (UTC)

---

This meeting has now occurred.
The video of this conversation is now available on Commons - and a summary (with approximate timecodes) is:

• 1 - Introductions
• 3 - What are the goals for the next 12 months?
• 9 - What is the usecase for the Internet Archive?
• 12 - What are the criteria for 'free access' to the commercial scale product?
• 16 - How does money move between LLC and WMF; how is the money accounted for; how is the price calculated?
• 26 - What are the expenses thus far?
• 32 - Can the information in the most recent quarterly update slides be elaborated upon?
• 42 - Will the project have its own datacentre?
• 45 - Can public updates on customer needs that the team discovers be provided?

Thank you to the attendees for your questions. LWyatt (WMF) (talk) 21:12, 23 June 2022 (UTC)

Update: First customers, self-signup, free-access trial accounts

TL;DR: Today the WMF published a press release about the ‘Wikimedia Enterprise’ API project - announcing our first set of customers, as well as a new self-signup system. This is a significant milestone because it fulfills several promises we have made to ourselves and to the movement. There will be a public community open meeting on Thursday 23 June @ 1700 UTC on Zoom. This is a reformatted copy of a text that is also published on Wikimedia-l.

Details I am writing today with details of the latest developments in the Wikimedia Enterprise API project. This follows the project’s community-discussion phase, which began approximately one year ago on this page. Then, this past October, we issued a press release announcing that we were “open for business” on the new project site: https://enterprise.wikimedia.com/ .

Now is the third and final major announcement in this journey from “idea” to “reality”. This press release, and associated story on the project’s new “news” page, states that:

1. Two well known organisations will be announced as the first customers of the project. One is a major social/search corporation [Google], as our first official paying customer. This also means that the project is now covering its current operating costs. The other is a movement partner and nonprofit organization [The Internet Archive] that will receive access at no cost.
2. Anyone will be able to sign up for an account and use/access the service [but not at a commercial scale] for free. Furthermore, payments for usage above that threshold will be calculated simply and publicly based on the number of API requests and gigabytes of data used. (Other free access methods for the dataset continue to exist)
3. The API’s metadata has been expanded to include the beta version of what we are calling “credibility signals”. This is already public information (such as pageviews, edit-rates, and page-protection status changes) packaged within the single data feed to help users make more informed decisions about when they should refresh their copy of the dataset. (Emphasis on ‘beta’, as this is not available on all versions of the product yet.)

This announcement is a significant milestone because it fulfills several promises we have made to ourselves and to the movement, namely that:

• We have built a service that commercial organisations who are already heavy users of Wikimedia content and WMF services are willing to invest in. The pricing is based on estimated usage, resulting in a more manageable and transparent cost structure. This project is now covering its current operating expenses. In addition, we requested and received a public affirmation/support letter from the Board for the project’s financial operating principles, ensuring that commercial revenue will only ever be a minority of the total and their oversight for any future high value contracts.
• The nonprofit will receive access at no cost, demonstrating a first practical example of how this project supports the mission of knowledge access while also providing a new revenue stream.
• The ‘trial’ tier of the service is primarily designed to allow potential customers to determine whether they want to use it in commercial production environments, but it also allows anyone to see what is ‘in’ the API. Moreover, it will allow volunteers or researchers to access the service for free at a non-commercial scale. If those people have a mission-relevant use-case that requires them to continue to use the Enterprise API above that scale (i.e. that isn’t viable using other APIs/dumps), we will continue to provide them with free access.
• The ‘credibility signals’ concept means that vandalism and errors should appear less often and/or be removed more quickly in downstream services such as search engines. Note, this will not happen immediately, it takes time to update workflows.

While we are proud to announce these customers, it is important to note that our market research has identified a significant gap in our movement’s ability to have Wikimedia knowledge used. The world’s largest companies are already using Wikimedia; we’re just providing a better way for them to do so. But for everyone else, it is often too hard and they do not have the resources (financial, technical, and human) to incorporate Wikimedia information – even though they want to. In short: simply providing legally-reusable knowledge is insufficient to enable reuse for a very large portion of society.

And so, we are focusing a lot of our future product development on this Knowledge as a Service model - consistent with the Movement Strategy’s “strategic direction”. This is what OpenFuture.eu’s interview with the Enterprise team referred to as our attempt at “lowering the playing field” – a term we quite like.

We are increasingly realising that the future of Wikimedia Enterprise is much more nuanced than merely “making big tech pay”, but is about enabling access to the many companies who want to use Wikimedia knowledge in their own products but currently can’t. These organisations are willing to pay us to find ways to better support their specific use of Wikimedia content, both through more accessible technology, contractual guarantees of service availability, and professional services to help them make the best use of our content in their systems. As per our principles, all customers get the same product - there are no exclusive or bespoke features - they only pay for the volume of usage. This will allow smaller companies to compete and will ensure that Wikimedia knowledge is more widely available. Our goal is for the future business model of Enterprise to resemble “many paying a little” rather than “few paying a lot” – an approach similar to our movement’s “many small donors” fundraising methodology.

Still to come later this year will be:

• Exploring options to integrate Wikidata in the dataset, which is a common customer request. We are working closely with WMDE to discuss how to best do this.
• Small, and non-U.S. based customers. This is crucial to demonstrating the Knowledge as a Service value of the project. We already work with relevant Chapters when we have a potential ‘local’ customer who has expressed strong interest.
• Publishing aggregate revenue/expense data, but only after there’s enough aggregate financial data collected, over a sufficient period of time, and with enough customers to be informative.
• The “news” page on the Enterprise website itself will be where future software updates, customer case-studies, etc. will be published. This ensures that the information is available, while not detracting from community-focused places like the Diff blog. The first post on that news page is available today.

In order to not distract from community-centric discussions, in the future we will announce new customers, product updates etc on the project website’s news page and on Meta, rather than on this mailing list etc. - but we felt it was important to do it this time.

Finally, I would also like to ask you to keep your eyes and ears open for anyone in your corner of the Wikimedia community who has questions or concerns about the project. Please ask them to read and comment on the documentation on the Meta FAQ, to contact me directly, or to attend the public community open meeting on Thursday.

Sincerely, and on behalf of the Wikimedia Enterprise team, LWyatt (WMF) (talk) 16:05, 21 June 2022 (UTC)

Dumps for 20220620 and 20220701

I noticed there are no recent enterprise dumps available - the following folders are empty:

• https://dumps.wikimedia.org/other/enterprise_html/runs/20220620/
• https://dumps.wikimedia.org/other/enterprise_html/runs/20220701/

Is this a (temporary) technical problem or no more free versions of those dumps? Prof.DataScience (talk) 13:25, 4 July 2022 (UTC)

P.S.: just to notify - @LWyatt (WMF) --Prof.DataScience (talk) 14:51, 4 July 2022 (UTC)

Hi Prof.DataScience. Yes, this is a known problem and is being tracked here: https://phabricator.wikimedia.org/T311441. A fix is scheduled to be deployed this week, I’ll followup with a note here when there’s results from it. LWyatt (WMF) (talk) 15:12, 4 July 2022 (UTC)

This issue has now been resolved and the next scheduled run should occur on the 20th (FYI Prof.DataScience). LWyatt (WMF) (talk) 14:14, 12 July 2022 (UTC)

Contracts and Cost coverage for free use

Can you please ask the InternetArchive if they are willing to publish their contract with Wikimedia Enterprise. I am interested in reading the contract. From my point of view it is interesting to read the contract and to understand what it contains. Can you please also ask Google if they are willing to publish their contract. From my point of view it would be a interesting experiment running a fully transparent company regarding fincial situation and contracts with customers and Wikimedia Enterprise offers the chance to try that. It has from my point of view not a bad impact for getting new customers after they propably have a further understanding of the specials of Wikimedia Enterprise and through that the expections of relation between service and costs, so the efficiency, are not too high. These are at least my expections and maybe BigTechCompanies act in another way as I expect at the moment. I think that the costs of the usage of the APIs through the InternetArchive should be covered from the Wikimedia Foundation. It is from my point of view important to not include the expenses that occur through the free use of the APIs of Wikimedia Enterprise in the calculation of the fees for API use. Can you please describe how you will calculate the usage fees and if the Wikimedia Foundation pays money for the free use of Wikimedia Enterprise. You have answered it in some parts in the office hour and I think it would be great to have it here again. Then I understand it better after I am not a native English speaker and maybe there will come up a further discussion here after that. Hogü-456 (talk) 19:10, 14 July 2022 (UTC)

Dear Hogü,

[Sorry for not replying sooner - please make sure to link to my username when publishing a message, to be sure that I will see any messages as soon as possible.]

At the moment this project is, as you know, very young and only just beginning to get customers. As a result - we are still learning what specific options customers want, and if those specific options are different between different industry sectors (news/press, social media, search engines, academic, finance-tech, medicine-tech, education-tech…) and the company’s size. By “specific options”, these are the things that are listed in the FAQ at “What is in the contracts?”.

In summary, a contract lists things like the time duration of the contract, the formal contact details of the two signatories, the cost and payment schedule (e.g. monthly), the legal procedure if either side breaks/wants to change the contract, the required notification period to change the software (e.g. deploying a new version of the code that requires going offline for a short time), how much time after an edit is saved before it is available in the API, the maximum allowed time before a technical is fixed/formal email answered, whether they need support also on weekends, whether they want specific assistance to be trained how to use the API (or is the published documentation sufficient)… It is also careful to clarify that content on the wikis is already freely-licensed and requires attribution - and that this service does not change that. So, with regards to your question about being curious about what is contained in a contract - that's what's in it.

Over time, we will learn what the most “standard” preference is across all of those variables, and at that point we intend to provide a public, standardised, contract document that people can just click to sign-up to immediately - just like they might for any other sign-up to other online services. We want to make it as easy as possible to use this service (that is both good sense as a business, and good sense for our Mission!) so, making a single, simple, standard, public contract is the plan. We are already halfway there now that we have a public “pricing estimate calculator” (click on the “create estimate” link here to try it for yourself https://enterprise.wikimedia.com/pricing/ ) and creating the public standard contract is the important next step.

I think this "pricing calculator" link also answers your second question - about the way that costs are defined. Ily should add, that these prices only start once a person/company is using it more than the level of the free-access usage: 10,000 requests, or monthly snapshot. To answer your final question: the Internet Archive and any ‘internal’ WMF use is not being charged at all.

For the benefit of other people reading this conversation - the recent ‘office hour’ conversation which is mentioned in Hogü's question can be found on Commons at File:June_2022_Wikimedia_Enterprise_API_community_conversation_meeting.webm (with the timecodes for each topic discussed listed in the file metadata).

Sincerely, LWyatt (WMF) (talk) 15:37, 22 July 2022 (UTC)

@LWyatt (WMF) thank you for the answer. I have asked something about the planned income and expenses for Wikimedia Enterprise at the last Conversation with the Trustees. https://www.youtube.com/watch?v=FYg9sJ4Ml3M It starts at 36:35. @Laurentius can you please tell me why you think that publishing the plan brings a weaker position in contractual negotations. From my point of view a basic principle of the Wikimedia Foundation is openess and free knowledge and I really like that. Please publish the Total number of requests sent to the different APIs of Wikimedia Enterprise and how many of these come from paying customers. I am also futher interested in the specific contracts for example the one between Google and Wikimedia LLC. From my point of view this is an interesting information and if I know the relation and the expected volume I can better evaluate how far I think that it is possible and acceptable that the Wikimedia LLC makes a profit. From my point of view the profit of a company should be not higher than 20 percent and this should be also true for specific business relations. So if you sell the API-Services to Google the amount that Google has to pay for should be not more as 20 percent higher than the costs that Googles use of the APIs causes. This means that if more than 20 percent of the API-calls are sent from not paying customers the Wikimedia LLC should not make profit. I wish further discussions about what is a responsible profit and what amount is the limit. Hogü-456 (talk) 19:08, 22 July 2022 (UTC)

Dear Hogü-456,

I understand the desire for maximal transparency of process - that is how we as a movement have built an encyclopedia that has a fundamentally different editorial method to other major educational publications. It is part of what motivates myself, and Lorenzo, to have been part of this movement for a long time. Nonetheless, when trying to work with external organisations - We can be transparent about our own service/product/pricing structure, but we cannot promise actions on behalf of others.

There is no specific $$$ revenue goal that the Enterprise project must reach by a specific date - so, it is impossible to share a formal plan which does not exist. Instead, it is a continually revised/updated plan (a summary of which is published in the WMF's quarterly department updates) where the Enterprise team reports to its managers (and up to the Board of Trustees) about its progress on building features that potential future customers have asked for before they will become customers. That work is published in specific detail on the Phabricator board and in summary on the Product Roadmap. As per the Principles, any features are all available to all customers (free and paid) so there is no exclusivity.

As for publishing an aggregated "dashboard" of the usage-rates of the different Enterprise APIs - that is a good future-feature request. Ideally it would be integrated with the data for existing APIs etc. so everyone can make comparisons etc. We are currently in version 1 and there are a lot of big-priority things to do for version 2 (see aforementioned roadmap).

As for the costs of individual usage of the project - I have described above how you can investigate the price per-GB/API-call on our public calculator. I believe Shani also responded to your enquiry during the Conversation with Trustees, reaffirming that the Enterprise project IS designed to make revenue for the use of the Wikimedia Movement - that this is the specific request from the Board to this project: to help diversify the revenue of the Wikimedia Foundation. And also to ensure that large, commercial, re-users of Wikimedia content are financial contributors to our movement and not the reverse. Anyone can, and always will, be able to use Wikimedia content for their own purposes - including commercially - in accordance with the Free Licenses we use. But for those organisations which desire specific commercial services (like contractual agreements of uptime, and immediate customer service) they should pay for that privilege. Donors' money should not be used to subsidise their business. The "limit" you refer to is already mandated in the Principles I linked above - at 30% of the total revenue of the WMF. However, I want to emphasise: that we are nowhere near that level because we are so young. There will be aggregated financial data published by this project at least annually, but we are now at the stage of being able to cover the costs of our current month-by-month expenses (which is an excellent start for a young commercially-oriented project). LWyatt (WMF) (talk) 13:11, 26 July 2022 (UTC)

@LWyatt (WMF) Thank you for the answer. There seems to be different point of views about what profit is acceptable and I have calculated it in a wrong way. It is a important principle that the costs of a usage are covered, when something is used in a commercial manner. Up to that the profit that is done with something is good if this is not too high. In the calculations I have done up to now to evaluate the acceptable profit I have not thinked about the costs that occure at the Wikimedia Foundation. In a price calculation to estimate the from my point of view acceptable profit these should be included. I will ask other people what they think about and maybe there will be a possibility during Wikimania to talk about that with some people. Hogü-456 (talk) 18:15, 26 July 2022 (UTC)

Confidential Information

@LWyatt (WMF) I read the Terms of Wikimedia Enterprise. There section 6 it is about Confidentiality. What kind of information is classified as confidential. So is for example the response time of the customer support of Wikimedia Enterprise in an individual contract or the price the customer pays a confidential information or not. Please try to answer what is classified as confidential information. I would classify as less as possible as confidential information. The future will show how much acceptance for Wikimedia Enterprise exists. It will depend propably on how transparent Wikimedia Enterprise is. If the revenue at Wikimedia Enterprise will come in the majority from Google maybe there is somewhere in the future the risk that there will be then not enough trust that the Wikimedia Foundation is independent from the interests of Google. I hope that Wikimedia Enterprise will be very transparent and the basic principle that companies pay for the costs that occure through their usage of something is an important principle. Hogü-456 (talk) 21:18, 27 August 2022 (UTC)

Dear Hogü,

Firstly, it is important to clarify the purpose of these “Terms”. The Terms here are the obligations upon the individual user of the free-access “Trial Tier” account of the product. You mentioned two specific examples - response time of the customer support, and the price:

- The response time for customer support obligations is not covered by this since there are currently no customer service promises by Enterprise for the users of the Trial Tier. If there were, these would likely be publicly advertised since providing free customer service to free users would be a feature. As a result, they would not be confidential.

- The individual price a Trial Tier user currently pays is not confidential because it is advertised as free (which is public information). Should there be new pricing tiers accessible on the website in the future for different types of users, then those would be public, non-confidential information as well. We already offer a public (and therefore not confidential) “pricing calculator” where potential customers can see how much things costs - click on the “create estimate” button which is linked from our "Pricing" page to see for yourself.

To give a sense of what could be confidential information under this free-tier agreement, here’s an hypothetical example:

Imagine you are a Trial Tier user who encountered a bug, and you told us one of our support staff in a support ticket. The support person responds that, "We plan on fixing that bug quickly because that is blocking our progress on building <an important feature>, which we plan to launch and announce at the 2023 World API Conference. Please keep the announcement confidential, since disclosing it would ruin the surprise."

In that case, the fact that you "found a bug" is not necessarily confidential information. But the private statement we made via email to you about our business plan is confidential.

Agreements for the paid/commercial tier of the product will tend to be more stringent and include obligations on us, the seller, too. This would likely also include a mutual obligation to keeping confidential very practical things: Personal like contact info; Technical like passwords, bank account details; and Business like how important different features are to a customer’s future products. I have already detailed this in my previous response to you question on this page with reference to the FAQ section which is titled: “What’s in the Contracts?”.

I also want to clarify that a “confidentiality clause” is a standard text in contracts - it is not a general statement about Wikimedia knowledge or the Wikimedia Foundation - it relates only to details of the contract itself. Sincerely, LWyatt (WMF) (talk) 19:09, 29 August 2022 (UTC)

@LWyatt (WMF) thank you for the answer. I hope will you will use that only in a few situations. Hogü-456 (talk) 20:34, 9 September 2022 (UTC)

I love what you're doing but please reconsider the branding

A squirrel doesn't exactly scream "enterprise-grade API" and it is confusing (i.e. I look at the current site and if I was a potential customer and not a Wikipedian, my first reaction would be assume this was some kind of sketchy company not actually related to the Foundation or Wikipedia). When I opened the home page with a giant hero image of a squirrel I literally said "WTF?" out loud. Steven Walling • talk 23:16, 11 October 2022 (UTC)

Hi Steven. Your feedback has been noted and passed on. LWyatt (WMF) (talk) 22:11, 13 October 2022 (UTC)

Financial Report of the Wikimedia LLC

When will you publish the Financial Report of the Wikimedia LLC. The financial statement of the Wikimedia Foundation was published a few days ago. Wikimedia Foundation FY2021-2022 Audit Report.pdf Please publish the amount it costs to offer the services to organisations that dont pay something for that separately in the financial report. This is the fee for the Internet Archive and maybe some trial user and also volunteers. I am interested in the costs of Wikimedia Enterprise splitted into categories and also in the Full time equivalent including third party service providers and in the revenue it generates. From my point of view Wikimedia Enterprise should pay taxes. As I understand the financial statement of the Wikimedia Foundation this is not the case. I have written something about that as far as I remember somewhen a few months and as I read the statement on today I have thinked about it again. In Germany companies that generate profit have to pay taxes. There are public benefit corporations but they are not allowed to make profit or at least not much and the one they generate they have to use for their purpose again.--Hogü-456 (talk) 21:39, 2 November 2022 (UTC)

Hello Hogü-456,

With regards to "when" - The project has been "open for business" since the beginning of this year, and we have always promised that we would make a clearly separated financial reports (in order that the Enterprise information isn't lost among the much larger WMF data) annually too. Our current plan, therefore, is to report about the finances whole calendar year of 2022 for Enterprise in early 2023.

You ask about the fee we charge the Internet Archive (or trial users, volunteers): there is no such fee. You can signup and make a trial account today and test this fact for yourself. As described in the announcement - the I.A. receives ongoing/full access at no charge whatsoever.

As for taxes - Whatever the tax requirements of the Enterprise revenue are... they will be paid in accordance with the law, as overseen by the WMF Finance staff and the WMF's external auditors.

With regards to splitting the costs of Enterprise into different categories: while I can't make promises for what specific information and information-format will be in the report, the intention is indeed to try to show the costs for hosting-infrastructure differentiated from the costs for salaries etc.

I hope this helps, LWyatt (WMF) (talk) 15:39, 3 November 2022 (UTC)

Hello @LWyatt (WMF), is the fiscal year of the Wikimedia LLC the same as the fiscal year of the Wikimedia Foundation or is it different. The contracts located in this category in the Foundationwiki are effective since the July 1 2021. This was the start of the last fiscal year of the Wikimedia Foundation whose financial statement was published a few days ago. Please create a report with the figures of Wikimedia Enterprise since the start of the business in January until June. I think it is better for comparison if you publish it at the same time as the Wikimedia Foundation. If you publish a report at the end of the year again this will be great. From my point of view it is important to report regularly about Wikimedia Enterprise and how the business works. To avoid that it is a less transparent way to get big donations from Big Tech companies regular reports are important and also if possible disclosing the amount you get from a specific company. Hogü-456 (talk) 19:04, 3 November 2022 (UTC)

Hello again Hogü-456. The dates contracts that you linked to refer to the legal beginning of the relationships they refer to, but don't necessarily mean anything actually started on that day specifically. Another example - the legal registration date for the LLC being created is 1 January 2020 (search for "Wikimedia LLC" and number "7828447" here), but that does not mean anything happened then. I am not an accountant, but I assume a financial report for that day would have no substantive content.

As I said in the previous message, the calendar-year of 2022 is the first actual year of being "in business" and therefore a financial report covering 2022 would have something useful to say. But you are correct that July-June reporting would be consistent with WMF's normal practice. Because of this, the intention is to align the financial reporting times to be synchronised. We had just thought it would be preferable to give a "first year" report as soon as it was viable to do so, rather than waiting for 6 more months for the sake of being parallel to WMF general reports. We still aim for a "first report" in January (covering the 2022 year) and we can treat that as a trial - a test report. I am confident that you will review it and provide your suggestions for how it could be improved for the next time e.g. different data, different structure, different details/explanations. That way, at the second report we can be more aligned with the WMF general financial report timing, and also take into account any feedback on the structure that you or others have provided. LWyatt (WMF) (talk) 11:49, 5 November 2022 (UTC)

Thanks for this dialogue, both of you, it answered questions I didn't know I had and was thoughtful and kind :) –SJ talk  10:29, 3 December 2022 (UTC)

Quick update - especially for your benefit Hogü-456 - while I previously said January, my latest assumption is now early February for the "first report" (covering the calendar year 2022). This is because it will take a few weeks to finalise the annual numbers (especially with people returning from end of year holidays) and also because we intend to release some new technical features at that time. Therefore, we can talk about them all at the same time (including an "office-hours" meeting for public conversation). LWyatt (WMF) (talk) 19:08, 15 December 2022 (UTC)

@LWyatt (WMF) When will the "first report" covering the calendar year 2022 be published. Hogü-456 (talk) 14:05, 4 February 2023 (UTC)

Hello Hogü-456 - Tuesday. I said early February and I believe the 7th counts as keeping to that promise. I will send a note here and the actual document will be a post on the ‘Diff’ blog. We will also host a public meeting (“office hours” video call) on Friday. The December numbers were finalised in late January. Furthermore (and particularly because I know you are the person most interested in reading the report), I’m also making sure it is professionally translated and simultaneously published in German. Sincerely, LWyatt (WMF) (talk) 16:27, 4 February 2023 (UTC)

@LWyatt (WMF) thank you for the answer. It is good to know when the report will be published. It is great if it is translated in to German. I do not need it if there is probably no other person interested in reading the report in German. I also understand English and I think it is enough for understanding the content of the report. Hogü-456 (talk) 21:57, 4 February 2023 (UTC)

Additional members of the LLC besides the Wikimedia Foundation

The LLC was formed with the Wikimedia Foundation as its Sole Member. However, the Wikimedia, LLC Operating Agreement contains a section on "Additional Members" and "transferee members" of the LLC. It begins as follows:

• 5.1 Additional Members. The Sole Member may admit additional members to the Company.
• 5.2 Transfers. A Member may transfer all or any part of its interest in the Company to an assignee only upon the written consent of the Sole Member.

What does this mean? Andreas JN466 08:34, 23 January 2023 (UTC)

Given the specific concerns you have raised about this clause on WereSpielChequers’ talkpage (here and here), it doesn't seem you are asking for an explanation of this clause’s meaning. Instead, I understand that you are asking for the reason why these clauses are included in the first place.

I have checked and confirmed with WMF Legal that text you have quoted from Section 5 of the Operating Agreement is indeed a “boilerplate clause”. There neither is, nor was, any specific intent behind its inclusion. Rather, it is standard text which many LLCs have. For comparison, searching for the phrase "member may admit additional members" on the Law Insider database produces ~150 separate examples. This is the same way that there is no special meaning behind including section 8.1 of the Operating Agreement, the "integration clause", which states that this document is the complete document. It is just “standard stuff”.

I understand from the comments on the previously-linked talkpage that you are concerned that the WMF could, would, has previously, or intends to, change the ownership of the LLC - and to do so without telling anyone. I should therefore be clear in stating that to change the ownership of the LLC to anything other than being anything wholly-owned by the WMF would be contrary to its raison d’etre and to do so secretly would directly contradict our stated principles (notably that of transparency). The LLC was, is, and will remain, wholly-owned by the Wikimedia Foundation. The sole purpose and benefit of the existence of the LLC as a legal structure is so that it can sign contracts with commercial customers and take the legal responsibility for those promises. That legal clarity is also the sole motivation for being registered in Delaware - It is the legal system that is most established and most well understood by American corporate-law/lawyers. See the Delaware Chancery Court's description: "...widely recognized as the nation's preeminent forum for the determination of disputes involving the internal affairs of the thousands upon thousands of Delaware corporations and other business entities through which a vast amount of the world's commercial affairs is conducted." Also notice that an overwhelming majority of those ~150 operating agreements on Law Insider with this wording are for Delaware corporations.

Given that the Enterprise LLC is wholly-owned by a non-profit (the WMF), the fact of being an LLC (and of that LLC being registered in Delaware) has virtually zero impact from a financial, taxation, corporate transparency, intellectual property, employment, etc. etc. perspective. Furthermore, since the LLC is under the governance/oversight of the Wikimedia Foundation Board of Trustees, any changes to its ownership structure would also need to be recorded in the Board’s meeting minutes.

In order to avoid any future confusion, I am recommending to WMF legal that the next time the aforementioned Operating Agreement is reviewed, that “Section 5: Additional members” be removed entirely. LWyatt (WMF) (talk) 18:13, 24 January 2023 (UTC)

Liam, whether we like it or not, Section 5 is currently a valid and enforceable part of the Operating Agreement. An explanation of what the current text of the Operating Agreement means is a legitimate thing to ask for. Please ask the legal team to supply such an explanation.

In particular, I do not understand what "transferring all or any part of its interest to an assignee" means in practice. Could you or the legal team give a practical example of how this would work? Would it result in profits being shared?

This explanation will inform community discussions elsewhere (including potential Signpost coverage). In this spirit, could the legal team also confirm whether or not the following statements are true or false (and if false, how so):

1. Delaware is one of only four US states allowing a for-profit LLC to have anonymous members, i.e., members whose names are not part of the public record.
2. A Delaware LLC can change or replace its members without this change entering the public record.
3. A member of a Delaware LLC can assign all or part of its interest in the LLC to another individual or entity without this change entering the public record.

Alternatively, just ask the legal team to remove Section 5 right away and upload a new Operating Agreement, stating clearly that the WMF is now, and will always remain, the Sole Member of Wikimedia, LLC, and has not assigned, and will never assign, the whole or any part of its interest in the LLC to anyone else.

If there is no intent to make use of these clauses, and they are indeed only present by accident, then there should be no objection to removing them forthwith. Andreas JN466 20:24, 24 January 2023 (UTC)

I had a look at the Law Insider database you mentioned, Liam. You said there were 150 examples of the phrase "member may admit additional members" in the database. That is true enough (147, to be precise).

Now could I ask you to please search for the phrase "A Member may transfer all or any part of its interest in the Company to an assignee only upon the written consent of the Sole Member"? This is the verbatim wording of paragraph 5.2 on page 7 of 15 of the Wikimedia, LLC Operating Agreement.

I cannot find a single match in the database. The result shown is: Bad News! :( We don't have any results for your search. Even just searching for the final part of the sentence, "assignee only upon the written consent of the Sole Member.", yields zero matches. Do you get a different result?

This means this phrase is not a "boilerplate clause" as you say and/or have been informed.

It is a unique wording, which seems to have been drafted specifically for the Wikimedia, LLC Operating Agreement. --Andreas JN466 01:56, 25 January 2023 (UTC)

A better search may be "member may admit additional members". The main source of this database appears to be the SEC, so I wouldn't be entirely surprised to learn it's not representative of smaller untraded companies. The entire concept of a "sole membership" company admitting new members also sounds slightly contradictory to an EU ear, and such things often have state-specific rules, so it's natural to be confused and it would be useful if WMF's corporate lawyers shared pointers to some specific relevant learning resource.

That said, if you look at pages like transfer of interest of the members, the phrases sound quite standard (either in the positive or in the negative). I don't know about the specific structure being used here but it's quite normal to allow some way to change the company structure without starting from scratch, while making sure that controlling interest in the company can't be changed against the will of (whoever controls) the company.

Whether this allows secretive changes in corporate structure I don't know, but if one wanted to achieve that it would probably be easier to sell or rent everything that the company contains to someone else, a bit like ISC was going to do with .org, no? Nemo 07:13, 25 January 2023 (UTC)

Both Liam and I mentioned above that the phrase "member may admit additional members" is common. Clauses 5.2 and 5.3 are a bit more unusual (as well as the result of some clumsy editing, it seems to me).

I would like to understand why the drafters thought the Agreement should allow the Sole Member (the WMF) to assign all or part of its interest (which presumably includes all or part of the LLC's profits) to some other individual or entity. Andreas JN466 10:45, 25 January 2023 (UTC)

┌─────────────┘
Hi Andreas,
I’m Shaun Spalding from WMF Legal. Liam had spoken to me that you had additional questions, so I thought it may be more helpful to you if I responded directly. I write mostly on behalf of myself – a normal person who recognizes that you have deeply felt concerns -- who would like to help you.

I hope the length of this reply shows that what I'm writing here is not an afterthought or an attempt to appease you. I personally care about you getting what you need to feel comfortable with WMF Legal’s approach. My responses below:

“An explanation of what the current text of the Operating Agreement means is a legitimate thing to ask for.”

The explanation is just as Liam provided it. It is standard language. Liam’s example of the integration clause was good: there are 100+ examples of differently-worded integration clauses in the database he referred to, but they basically all do the same thing from a technical perspective.

One could go through the operating agreement and find many other instances of language that don't necessarily apply to Enterprise's unique circumstances that nonetheless are included because of the realities of efficient drafting. Yes, I understand that these words in particular are troubling to you. But there are lots of other standard clauses that are also in the Operating Agreement that you'd find completely innocuous.

Legal documents tend not to be redrafted from scratch every time they are put together for a variety of reasons. Some reasons may include to save money and time in drafting and to maintain consistency with other standard documents because courts rely on precedent. If a document is basically the same as another one that has already been litigated in the past, then it is easier to predict the outcome if it needs to be interpreted. In addition to saving money and time during the drafting process, efforts like these to maintain standard language (and avoid reinventing the wheel) would also save the Foundation on costs in the unlikely event something is ever subject to dispute.

From other posts and Wikimedia-L emails, I know that you have a great deal of concern for WMF using financial resources well and using staff time efficiently, so I hope you see the point in all of that.

With that background, I can respond to your general questions:

(1) Did Delaware's rules concerning the transfer to or registration of new LLC members have any influence on the decision to incorporate there? No. Delaware was chosen for the reasons given by Liam. It is very much the norm in the United States to incorporate in Delaware.

(2) Would the Foundation attempt to - secretly or otherwise - transfer all or part of its ownership of Wikimedia LLC to some third party? No. That would be wrong, and contrary to our principles and public commitments.

(3) Was Section 5 of the agreement customized to allow or facilitate such a transfer? No. The agreement was prepared by outside counsel and was presumably based on their internal templates. This is very much standard language. It's natural and normal to have a section on transfers and new members in such an agreement.

(4) Would the Foundation be open to removing or changing Section 5? Yes. This would require a vote from the LLC Board and approval from the Foundation, as well as some drafting time. In order to use resources efficiently, we can commit to making this change in the regular course of business.

“Could you or the legal team give a practical example of how this would work?”

Assuming that you're asking a good faith question about a hypothetical situation and not looking for a forgone conclusion, then here’s my best, simplified explanation:

A "member" in the context of an LLC is like an owner. In theory, under this language, a sole member could want to bring on another member. For example, a family pizzeria owned by a husband and wife could trigger this language to make their daughter a “member” (sharing an ownership interest) once their daughter reaches the age of majority. The family might do this if they wanted that daughter to own part of the business while they’re alive (rather than having the ownership descend through their estate after death).

Unfortunately, I can't give you a practical, real world example of how this would be triggered in the context of Enterprise because of all of the things that Liam explained (the principles, the raison d'etre for Enterprise existing, etc.)..

As I was drafting this, I noted another post by user:Levivich who underscores useful points:

A. That the publication of the operating agreement itself is a demonstration of good faith and upholding of the principle of transparency. The operating agreements in the SEC database / Law Insider are required by law since those are U.S. public company disclosures. WMF does it voluntarily because we’d like to be transparent.

B. That the oversight/transparency of the WMF Board of Trustees is much more important than whatever is in this document. However, I note that your response was to try and think of a potential workaround to even that oversight. If you are seeking to identify hypothetical ways for bad-faith actions, then you will always be able to imagine a possible means of doing so.

If there is no intent to make use of these clauses, and they are indeed only present by accident, then there should be no objection to removing them forthwith.

This is not an open issue of any importance that needs to be immediately “corrected.” This is language that will never be triggered.

Liam DID respond forthwith to your concern: he alerted myself and a colleague in Legal that you had made a suggestion to revise this language. The suggestion seemed reasonable since the language is not intended to be used. We noted that this should be addressed if / when the operating agreement is ever updated.

In conclusion, you successfully asked the Foundation to do something, and within 24 hours I am personally giving you the heads up that it is both heard by us and completely non-controversial. Our commitments like the Enterprise principles remain the same. I can also confirm what you asked us to confirm using the exact same words that you requested us to use:

WMF is now, and will always remain, the Sole Member of Wikimedia, LLC, and has not assigned, and will never assign, the whole or any part of its interest in the LLC to anyone else.

As for actually editing the document: it’s important to understand that these documents are not of the kind that get regularly updated in the general course of doing business. This page gives a good list of times when an operating agreement ought to be modified: Out of the bullet points on the page, the only ones that actually apply to Enterprise are (1) If the high-level decision-making and voting processes are changing or (2) If your LLC ceases doing business.

In situation #1, an edit like the kind we’ve already agreed to do to make you more comfortable would be very easy. In situation #2, it wouldn’t matter what the operating agreement looked like because the LLC would be dissolved. So despite the fact that your request to resolve a practical non-issue has been agreed to, it might take a while to happen.

Naturally, you may want to know why we can’t just edit it now just to satisfy you….

upload a new Operating Agreement

Editing a document like this would require us to engage outside (Delaware corporate) counsel to review the document, coordinate with us on the implications of any changes, invoice us, fulfill the invoice, etc. It’s very easy to accumulate outside counsel fees and staff time on something like this.

What we feel like is the much more fiscally responsible strategy is the one that Liam suggested that we agreed to: next time that we need to make edits for any sort of compliance reason (see situations #1 and #2 above), this will be one of the changes we will suggest. This will mean the money spend on the update is used efficiently because we can do several things at once.

I know you may not agree on this strategy since you'd like this to be done immediately, but reasonable minds can differ. I’m not here to change your mind if you feel like this is important to you. My only point here is that we're happy to do it whenever it makes sense to, but it's not a good use of funds to do so right now just because you asked us to.

Let’s assume that you feel so strongly about this that you might argue that “money should be no object in a situation like this.” It still couldn’t be done immediately by just “uploading a document” because changes in formation documents have to be approved by the LLC board, they need to be operationalized by the LLC leadership. For legal purposes, operating agreements can’t just be changed by editing a few lines of text. If they were, that would have made this conversation easy. I would have just edited some text rather than spend two hours drafting this reply.

As a staff member at WMF, I work for every community member. I am trying to work for you by answering your questions to the best of my ability as transparently as possible. But every other community member who I work for needs the things that they are requesting done as well. That’s why if you want to continue this discussion, I'd like to keep any discussion here scoped accordingly and focused on what will make you feel like you have walked away from here with what you need to feel heard on this specific topic (rather than other more general grievances).

“It is a unique wording, which seems to have been drafted specifically for the Wikimedia, LLC Operating Agreement”

I hope that now that I’ve answered your questions here that we can settle that this is not uniquely drafted intentional language to undermine the integrity of Enterprise. It’s difficult to figure out how else to continue the discussion fruitfully if you don’t believe that.

I share your interest in having constructive conversations more often. I only have control and site over the limited amount of things that touch me in the legal department. But I am willing to be transparent about those things as long as you continue engaging with me in good faith. I would not want to waste either of our times. I believe that you care a great deal about the projects and their success.

Finally, reading your posts over the last year, you've also encouraged me to participate more directly on-wiki in the future. So I have also taken some valuable feedback from you that WMF should participate more directly. I can’t control others, but I can take your feedback myself and do what I can to help you and others to get more thorough answers from Legal if there’s still confusion after Liam answers your concerns.

In conclusion:
We can continue this conversation under the assumptions

1. That I am trying to actually answer your questions to the best of my ability.
2. That I think that you are an important part of the community who has put in an enormous amount of work over the years making the projects what they are today, so you deserve that.
3. That I don’t control any of your other grievances with the Foundation except for my limited ability to influence this one.

My only requirement from you is that any response should be directed on getting information that might actually be useful, covering ground that hasn’t already been covered.

I honestly would like to discuss any remaining open points with you. I can’t guarantee that answers will come swiftly. For example, it may take me a week to respond to whatever your reply is. Please don’t see any delay as unwillingness to have a robust discussion with you.

SSpalding (WMF) (talk) 20:00, 25 January 2023 (UTC)

#CalledIt - (well, at a minimum, I'd assumed that this clause was here because external legal had drafted the contract and they were saving themselves a few dollars by duplicating a prior contract/template as a starting point.)

I can't speak for if Andreas likes your response, @SSpalding (WMF): but I, at least, appreciated it (and the speed of . It holds up under a common sense evaluation as well. Beyond that, Legal posts on-wiki tend to actually be somewhat sparse in detail on areas they're either still thinking about or handling in a more coy sense (IP masking comes to mind) - this does not read as either of those. Nosebagbear (talk) 09:36, 30 January 2023 (UTC)

Shaun, I am remiss in not expressing my appreciation for your long reply sooner, other than by thanking you for the edit. But as you say, a slow pace of conversation may be helpful in a case like this. It allows time for reflection, as well as time for keeping up with the day job.

Thanks for coming onto the wiki! I hope you will make many more edits with your account, and enjoy your time spent here.

As I said before, I was surprised that Google could not find any matches for the Section 5 wording, not even for snippets of it, like may transfer all or any part of its interest in the Company to an assignee, other than this talk page.

By playing around with Google, I have since found at least one other LLC operating agreement from 2015 that contains the almost identical phrase A Member may transfer all or any part of its interest in the Company to an assignee only upon the written consent of the Managing Member (Section 4 of that agreement). The entire document has very similar, often identical phrasings and formatting to the Wikimedia, LLC Operating Agreement, and it – or a document very much like it – is very likely to have formed the template from which the Wikimedia, LLC Operating Agreement was adapted (in the case of this quote, by changing Managing Member to Sole Member, even though the resulting sentence didn't really make much sense). I am therefore persuaded that this was a case of an existing text being adapted. (I still do not feel particularly sanguine about this phrase being in the agreement, but I can imagine that I might feel more sanguine about it if our positions were reversed.)

I thank you for your other answers, though I will note that you answered some questions (the numbered ones) I didn't ask, and failed to answer some of the ones I actually did ask.

Three you didn't answer were whether each of the following statements was true or false:

1. Delaware is one of only four US states allowing a for-profit LLC to have anonymous members, i.e., members whose names are not part of the public record.
2. A Delaware LLC can change or replace its members without this change entering the public record.
3. A member of a Delaware LLC can assign all or part of its interest in the LLC to another individual or entity without this change entering the public record.

Unless you tell me otherwise, I will assume those statements are indeed true. I note your assurance, however, that this was not why Delaware was chosen.

I also readily understood the concept of adding a new member to a partnership (your example of a daughter joining her parents' business). What I was interested in understanding was the case of a member "assigning" all or part of their interest. I will assume that if a member assigns x% of their interest to another entity or individual, this means that x% of the company's profits (though not necessarily other member privileges like voting or management rights) will go to them.

I confess that whenever I am faced with a WMF statement my first instinct is to wonder in what way the spokesperson may be covering something up. There are reasons for that.

This said, this conversation doesn't feel like that. I truly appreciate your taking the time, and hope we will have many fruitful conversations in the future. Regards, --Andreas JN466 22:30, 30 January 2023 (UTC)

Thanks for the kind words and starting things off on a good foot. I honestly really appreciate it.

1. Your three questions.

Anonymous members wasn't a topic we researched when setting up the LLC, since our goal was not anonymity, so I don't have the answer to your question. We don't have a Delaware corporate lawyer on staff either. This is what necessitates us to call outside counsel for one-off activities - such as the formation of a wholly-owned LLC.

As a result, I don’t know the answers to these questions. It would not be an appropriate use of WMF resources to hire outside counsel to research a comparative-law topic since it provides no utility for the projects.

One note: You have posted your own research onto this topic on WereSpielChequers’ talkpage (here), where you’ve cited three privately operated websites for those claims - respectively Wyoming LLC Attorney, delawareinc.com, and incnow.com - but as mentioned above, I can’t speculate on their conclusions because that's not anyone on staff's area of specific expertise.

What is absolutely true: I can confirm that Delaware was chosen for its robust precedent and experienced judiciary, not because of any of those reasons you list. Those reasons did not come up in conversation. Just like one might file an entertainment-related dispute in the U.S. in a Federal Court in California because of the massive amount of intellectual property related precedent in that geographic area (Hollywood, Silicon Valley, etc.), it’s generally understood that Delaware is the place with the most legal precedent and experienced judges (hence predictable decisions) relating to corporate law - are located. This makes Delaware a common and cost-effective place for setting up corporate entities in the United States.

2. Fruitful conversations in the future

Again, much appreciated! I can only speak from my own experience (not as a spokesperson for the org). For the things in my orbit, I will be as frank as possible.

One thing that I think we can do a better job about is making it clear when “we can’t say something” due to Legal or ethical reasons. If we make it more clear that we are “not saying something” to protect a user, follow privacy laws, or adhere to attorney-client privilege, then there’s less of a chance that we could be misunderstood or construed as “having something to hide.” Of course, this isn’t bullet proof: I can think of a handful of debates on-Wiki where it could have jeopardized a legitimate legal or ethical position protecting a community member just by saying “anything” about it publicly (think: state actors and the like).

Over the holiday, I literally read every non-technical village pump post on en-Wikipedia and Wikimedia Commons posted in the last 2 years. I did this because my supervisors in Legal have impressed on me the idea that what the community is saying is important. I waited a year to do this because reading posts for 20+ hours (that are not actually part of your job) is really something one can only do on a long holiday 🙂

In doing this, I learned a lot. One thing that struck me was how many times that a better explanation of “why” we can’t comment on something could have answered a lot of questions and saved people a lot of discussion. To give a concrete example here, I explained that to answer your Delaware questions, I’d have to hire someone to do so. Since it’s non-controversial that the language will be changed at some point, it’s not worth the outlay of time and funds. While I don’t know if that would be a satisfactory answer to everyone, at least it’s a specific answer that doesn’t look like I’m just dodging the questions because of what the answers might reveal.

3. Some final opinions, more about my hopes for better dialogue on wiki generally:

I was the Assistant Director of a digital rights organization before starting at WMF. We provided, (amongst other things), free legal services to creators being bullied by large companies with bogus intellectual property demand letters. Imagine for example, a documentary filmmaker who makes an expose about a company and then that company – upset at being publicly criticized – tries to get the documentary taken out of distribution. I’m not a person who simply believes institutions at face value either. I take a lot of pleasure in defending truth against power in the limited ways my career has allowed me to do so.

But there are institutions, which include the WMF that I have been working at as of 2022, that I feel really do care about transparency. When I read the things that staff has posted over the last 2 years on Wiki much of it is completely accurate to my experience. From my perspective, there has been an enormous amount of interest in trying to communicate with the community better and more often.

All of these are opinions. No need to continue any of the threads above. And I’m sure you heartily disagree with some of what’s here, so not trying to persuade you of anything, just giving you an idea of where I stand: at a crossroads that I see is much more hopeful than negative.

I do have an optimistic view about the future of the relationship between WMF and the en-Wiki community because I see people internally trying hard to create systems to strengthen it. We may disagree because we start from different places – you have 15 years of history and I have less than a year and a half. So I realize that I’m not going to convince you that “things are changing” just by saying it. I’ll just have to keep doing my small part to “show” the community things are changing. Take care. – SSpalding (WMF) (talk) 16:21, 1 February 2023 (UTC)

Thanks Shaun, two suggestions on my part that I think would help build bridges or avoid problems. Firstly re investing the endowment, I'd be inclined to put large parts of it into tracker funds. This isn't because I think certain investments are going to perform better than others financially - I am not qualified to give such financial advice. But the community will want a "chinese wall" between any decision about which company we invest the endowment in just as it would want to avoid endorsing any product by advertising it. Tracker funds are a step towards a blind trust in that your investment is spread across the major stocks in a stock exchange, and they tend to have lower charges than managed funds. Secondly re the use of that endowment, at some point the endowment will be big enough that the WMF could give a guarantee that Wikimedia Commons and or WikiSource will be around for the foreseeable future. Such a guarantee would make a real difference to the GLAM community and the Wikipedians involved in that area as we would be able to assure our partners and potential partners in that sector that an image release to us would have a chance of longterm persistence. WereSpielChequers (talk) 17:23, 1 February 2023 (UTC)

Just to jump in here: given that both of these suggestions pertain specifically and only to the Endowment (its investment strategy; and the use to which the funds are put), the best place to make those suggestions is on the talkpage for the Endowment itself. This page is specifically for discussions of the Enterprise project, which has no particular connection to the Endowment (other than that they are both 'revenue diversification' actions of the WMF, of course). LWyatt (WMF) (talk) 17:30, 1 February 2023 (UTC)

Source Code?

The mwwiki page states that the source code for Wikimedia Enterprise is at github.com/wikimedia/OKAPI. However that repo hasn't had any commits since last June, while Phabricator and the updates here suggest that there's been steady progress since then.

I was a bit confused by this, so I looked through the Phab board, and a few of the tickets (eg this one) have links to a GitLab instance at "gitlab.gluzdov.com" which requires login (and the Phab workboard has a status of "Merge Request", which suggests that this is the source of truth).

My questions are:

• why hasn't the linked code repo been updated in 8 months? Is the OKAPI repository still in use?
• is Wikimedia Enterprise open source?
• if so, why is it using a private GitLab instance rather than Gerrit or wikimedia GitHub?

Marksomnian (talk) 00:06, 27 January 2023 (UTC)

Dear Marksomnian thank you for this question and your patience in waiting for a reply.

For reference, Okapi is the original “codename” for the Wikimedia Enterprise API in its early development and yes, the Okapi repo is indeed the Wikimedia Enterprise source code and where the major releases are published. That last was eight months ago but your asking this question now is very serendipitous: it will be updated again in just a few days, in association with the next major release (the published code update will be a slightly delayed version to that which will be 'in-production'). There will be an announcement about the new release’s features on the “diff” blog, the Enterprise “News” page, and on the subsequent quarterly update summary on our MediaWiki page.

At the start, the decision was taken to have the source code published as stable versions – the first being prototypes and then with steady platform upgrades along the way, averaging every six months. There are a few reasons for this - historical and organizational.

The “historical” refers to the fact that the product is being developed from scratch (and in a different coding language) rather than as a branch of existing code, and on independent infrastructure (as documented on the MediaWiki page, subsection “Application Hosting”). For your interest, the choice of that deliberate separation was, in part, as a risk mitigation effort: if the project was unsuccessful, there would not be technical dependencies that had been created needing ‘undoing’ and the existing resources (both engineering staff and infrastructure) would not have been diverted away from their existing responsibilities. Another major reason is that the server load caused by API usage was, and is, expected to be both very heavy and also fluctuate wildly during the initial years - it is not something we wished to “inflict” upon the core Wikimedia architecture until there is predictable stability: in the product; its user-base; and most importantly in its utilization volume (aka “data egress”).

The “organizational” refers to the specific purpose of this code, this product, compared to most (if not all?) other aspects of MediaWiki - this is being built for the express purpose of being useful to very large commercial organizations and their unique infrastructural, legal, and metadata requirements. Unique not just in the sense of unique compared to smaller re-users, but also unique relative to each other: Each has its own mutually incompatible way of dealing with similar problems. As it states in our Principles document there will not be any exclusivity - either by contract or by features - of the API. Thus, we want to ensure that no user (free or paid should) be unintentionally excluded from being able to use a feature. Therefore, it was considered preferable to publish stable code versions and not every step along the way. This ensures that no one builds upon, or has expectations for, code that we ourselves are not yet sure is fit for all purposes. Nevertheless, as you noted, all of the development work itself is tracked as per Wikimedia standard practice publicly and “live” on phabricator. As a side issue, it is also important to note that the “Enterprise API” is entirely scoped for read, not write - which means there are no editorial policy/workflow implications that the community needs to adjust.

The Wikimedia Foundation, for various reasons, is in the process of moving to a publicly hosted Gitlab instance. As part of this transition the Wikimedia Enterprise team is in talks with the Foundation gitlab management team to facilitate moving over the privately held repos to the Foundations servers, and this way all code will be kept in the same servers. Initially we had chosen to go with Gitlab since it provided more dev support and integrations for the “greenfield” project we were starting. With the Wikimedia Foundation moving to Gitlab we would be able to keep those integrations and move our source code.

I acknowledge that this approach described above is non-standard for the Wikimedia technical ecosystem, but hope you can appreciate the reasoning that has gone into it, and the genuine attempts to make it as consistent with movement principles even if it is not consistent with movement practices. Sincerely, LWyatt (WMF) (talk) 20:14, 30 January 2023 (UTC)

Followup: As promised, Stable v1 has just been updated. LWyatt (WMF) (talk) 11:29, 1 February 2023 (UTC)

Why a tarball instead of a tree? If volunteers want to contribute, is there a process in place to use? Δπ (talk) 18:37, 8 February 2023 (UTC)

Dear @Δπ,

We use the programming language Go to generate snapshots, as it has a good native support for tarbal and, as we use gzip compression. That was a simple choice that works well and has proven to be effective in the past.

For volunteer technical contributions: because this software is being built specifically for large commercial organisations’ use, following a roadmap that is determined by their product needs, its development cycle is quite dissimilar to the rest of development in Wikimedia. Consequently we are not structured as a team to triage and respond to code that wasn’t allocated by the engineering manager to a specific employee to write. Nonetheless, the workboard IS available, as per standard wikimedia practice, in order that anyone can see - and comment on - the work is being done.

More generally: Volunteer developer skill is such a valuable but limited resource within the movement, and this is the last place where volunteer energy should be spent - because the primary beneficiary is large commercial organisations. If commercial orgs want to commission a specific feature they should (and are - through this) pay for its development, and not rely on volunteers.

However, if you mean volunteer technical access - then yes! Wikimedians can access the API in various methods/structures, at no cost. Details provided at: Wikimedia_Enterprise#Access.

Sincerely, LWyatt (WMF) (talk) 12:09, 9 February 2023 (UTC)

Financial report and product update

Today we published a major update on the Diff blog which contains the promised first year’s financial report, and also a summary of product updates to the API itself.

https://diff.wikimedia.org/2023/02/07/wikimedia-enterprise-financial-report-product-update/
[also available in German]

A public meeting will be hosted by the team in a few days to answer and discuss any questions you might have relating to this announcement. The details of that “office hour” meeting are:

Public meeting on Zoom on Friday, February 10, 19:00 UTC

This will be recorded and the video will be embedded here afterwards.

If you have written questions or comments about the update, please share them here. As described in the blogpost, we consider this report covering the 2022 calendar year to be a “beta” version. We are actively seeking feedback about how its structure, content, and explanations can be improved for the next edition in late 2023, which will cover the 2022-23 fiscal year.

– LWyatt (WMF) (talk) 14:25, 7 February 2023 (UTC)

@LWyatt (WMF) Thank you for publishing the report. The explanation about taxation was interesting. It is great that the costs of operating Wikimedia Enterprise have been covered last year at least in total and that there is a little profit at the of the year. I hope that the revenue will increase a bit or the costs will be lower to make sure the revenue covers the costs. How much was the energy consumption of the used server infrastructure to run Wikimedia Enterprise last year and how many API-Calls have been made. Additional I wish a list of all customers with a comment if they have paid for the services or got it for free. I wish also an overview about the number of API-Calls that have been offered for free. This includes for me Trial-Use, Wikimedia-Project-Internal use and organisations that get the access for free. This information is important to understand if the Wikimedia LLC is profitable. As I have written before I think that a transfer payment from the Wikimedia Foundation to the Wikimedia LLC is necessary to compensate the Use of the Wikimedia Enterprise API-Services free of charge through scenarios except Trial Use. If Wikimedia Enterprise will at least cover the cost there will be more acceptace for it. I think that the revenue should be much lower than the 30 percent of the total revenue of the Wikimedia Foundation defined as maximum. Hogü-456 (talk) 20:10, 7 February 2023 (UTC)

Dear Hogü,

Since there are several related questions in this paragraph, I will attempt to address your questions in approximately the order that you’ve asked them:

"How much was the energy consumption of the used server infrastructure to run Wikimedia Enterprise last year”

This is something that can perhaps be investigated in the context of Sustainability reporting, but it should be noted that - at least for the time being - the Enterprise server infrastructure is via a third party - not owned and operated by the Wikimedia Foundation. The technical documentation is here. The non-technical explanation for that is here. This means that the energy consumption of our service is spread across an existing system (AWS) which is run by a FAR larger organisation than Wikimedia. The data itself isn’t easy to estimate accurately with the information we’re provided by AWS. To do it correctly we’d need to understand the resources that we utilize from their server centers which are notoriously opaque.

“How many API-Calls have been made”, made by free/trial accounts, and “a list of all customers”

I understand that your stated motivation for this question is “...to understand if the Wikimedia LLC is profitable” however, the finance report already provides that information - both on a “month by month” basis and also “since the beginning of the project” basis. The things you’ve mentioned you want to know might satisfy a sense of curiosity, but they would not actually improve anyone’s indirect understanding of profitability - especially since that information is already explicitly in the financial report.

Maintaining a public and comprehensive list of paying and free/frial customers would look like advertising/promotion of those customers, and also introduce a new privacy (and potentially security) problem: i.e. In the same way that it would be inappropriate to make a public list of “all people who have used the Wikidata Query Service this month” (for example) - it goes against our privacy culture. Nonetheless, we do intend to be making “use case” blog posts - which will describe how some users (either general categories or individual cases with their permission) are benefiting from the service in the real-world.

"...a transfer payment from the Wikimedia Foundation to the Wikimedia LLC is necessary to compensate the Use of the Wikimedia Enterprise API-Services free of charge”

I am confused by the request that the Wikimedia Foundation should make a financial donation to the LLC. You state that it is to “compensate the Use of the Wikimedia Enterprise API-Services free of charge” however one of the fundamental purposes of the project is for revenue to flow from the Enterprise service to the WMF, not the other direction. Supporting commercial-users who are investigating/testing the product to see if they wish to use it (via the “trial” service) is part of the business. And making the service available for free to non-commercial organizations who have a mission-relevant use-case (such as what we do with the Internet Archive) is an important way to ensure that anyone can support Wikimedia’s mission with this service.

"...the revenue should be much lower than the 30 percent of the total revenue of the Wikimedia Foundation defined as maximum”

This is the maximum proportion of total revenue - and we are a long way from it being anything other than a hypothetical scenario. Serious conversations about what can, and should, happen if we are approaching that point but that would need to be at the level of the WMF Board of Trustees, not at the level of the staff working on the project itself.

Finally, I hope you will be able to attend the public meeting this Friday, so that we can discuss these questions and topics in greater detail. Sincerely, LWyatt (WMF) (talk) 18:44, 8 February 2023 (UTC)

@LWyatt (WMF) From my point of view at least the list of paying customers should be published and if the contract volume is higher than 2 percent of total revenue of the Wikimedia Foundation the amount the company paid to Wikimedia LLC to use Wikimedia Enterprise should be published. From my point of view granting free access to the Wikimedia Enterprise API for the Internet Archive is a donation. From my point of view such an donation should be if possible valuated. In Schedule I Part II of the Form 990 there is an overview about grants and how much was granted. I want to attend at the Office Hour on Friday and I think it is great that it will happen and will ask some question and hope that there will be discussions. Hogü-456 (talk) 19:16, 8 February 2023 (UTC)

Two financial and one product questions: what is "software amortization", how is "customer service" different than staff and contractors, and are real time page view statistics supported or planned? Δπ (talk) 18:31, 8 February 2023 (UTC)

Dear @Δπ:

The practice of amortisation (aka Depreciation) is described at this [English] Wikipedia article: Amortization_(accounting). Rather than accounting for the value of something all at once, its value is spread over several reporting periods - representing the useful lifespan of that thing.

"Customer support" in the budget refers to the cost of having people available 24/7 for responding to enquiries within the contractually-required timeframe (depending on the 'tier' of how significant the problem might be this can be handled by a customer-support company or might be escalated to someone senior in our own engineering team). That is a whole workflow and process in its own right and involves an external org who specialises in this kind of thing. It is separate from the "staff and contractors" which includes all the people specifically named on the team subheading.

Finally, yes we are thinking into whether more granular pageview data is possible than the current "daily" - not just for the benefit of Enterprise API customers but for everyone. BUT there is a significant privacy risk for readers if that data would become too granular... So, while there are many who would like that feature, it would need to be investigated cautiously and with a readers-privacy-first focus. LWyatt (WMF) (talk) 19:17, 8 February 2023 (UTC)

I guess I meant, what sort of software costs $300,000 per year amortized? Δπ (talk) 06:33, 9 February 2023 (UTC)

Sorry Δπ - I was not clear. The line in the budget that says “Software Amortization - $300k” is not referring to the cost of purchasing copies of external software, but refers to the cost of development of our own software. The relevant quote from the text of the report is: “The amount capitalized for Wikimedia Enterprise was about $1.9 million at the end of 2022, of which $380,000 has been amortized (depreciated) so far since 2021.” [The line in the table says $300k not $380k because it covers only the 2022 calendar year]

The Wikimedia Foundation incurs costs which are eligible for capitalization (expensing the value of an asset over its useful life, rather than all at once). These are primarily personnel expenses and outside professional service costs to develop the Wikimedia Enterprise API software itself.

According to the relevant Accounting Standard [footnote 1 in the report] we are required to capitalize the costs for the application development phase of software development. “Capitalize” means we are not "expensing" these costs as they incur (what we usually do) but instead we spread them out over the useful life of the software (usually 3 years). We remove the applicable costs from the “staffing costs” and “professional services and contractors” line items and, once the software goes into production, we begin expensing these costs over the useful life of the software. When we start doing that, even though they were originally personnel and prof. service costs, we show these costs as “amortization” and not under the original line of “staffing costs” and “professional services and contractors”.

Sincerely, LWyatt (WMF) (talk) 18:14, 9 February 2023 (UTC)

Customers

Google is still the only paying customer at this time, right? And Internet Archive the only non-paying one? Andreas JN466 09:16, 10 February 2023 (UTC)

As stated in the original press release, Google and the Internet Archive are indeed the first to receive paid and free access (respectively) but we have not publicized the subsequent customers (paid or free) who have signed-up to the service. I responded to a similar question two days ago on this talkpage, so I will copy/paste that text again here for consistency:

Maintaining a public and comprehensive list of paying and free/frial customers would look like advertising/promotion of those customers, and also introduce a new privacy (and potentially security) problem: i.e. In the same way that it would be inappropriate to make a public list of “all people who have used the Wikidata Query Service this month” (for example) - it goes against our privacy culture. Nonetheless, we do intend to be making “use case” blog posts - which will describe how some users (either general categories or individual cases with their permission) are benefiting from the service in the real-world.

No one is required to publish whether, or how, they read/reuse Wikimedia content – this is consistent with that practice. In accordance with The Board’s statement and the relevant item in the project’s Principles, all potential customer contracts valued over $250k p/a are notified to the Board of Trustees in advance, for their consideration. This is consistent with the “Gift Policy” – That way there is the same oversight regardless of whether the WMF receives large payment via a philanthropic grant, a donation/gift, or a contract for an API service. -- LWyatt (WMF) (talk) 16:54, 10 February 2023 (UTC)