A Devastating Cautionary Tale for Open Source Devs

I don't have the emotional bandwidth to editorialize this.

Here is a timeline of recent events and the lesson learned.

Skim for ☢️ to catch the highlights.

Tuesday, Jan 4th, 2022

• Anxious all morning because I have a dentist appointment mid day
• Went fine, but wound up feeling sick.
• Learned about dev.to at work when a coworker shared a draft in Slack
• Take a nap right after work to sleep off the sick, wake up with a fully plugged nose and check my socials.
• 1 Friend Request on Discord from Adam_Ha_Yes#XXXX - no mutual servers or friends, profile didn't stand out.
• I assume it's just a scammer that probably got kicked from one of the many Rocket League discords I'm in; happens all the time. Declined.
• Check my email, "Adam followed [me] on CodePen!":
• Clicked the profile to see their work too, nothing there but realized both names were Adam
• ☢️ Checked for message requests on Twitter just in case:
• I start looking into everything they're planning. It sounds absolutely amazing, it's directly in line with my mindset, and I am completely sold. And their designer's work is BEAUTIFUL.
• ☢️ 10:56 pm, I tell him I'm in. I tell him I like the job I have. I share an observation that the timing is actually great because my biggest task just shipped to production and the only other one on my plate is dev complete on staging. The next 6 months look like it may be busy work because they're a non-profit running on grant cycles.
• My mind is racing, my nose is plugged and disgusting, and after several hours of tossing around awake in bed, I write in to take a sick day from work.

Wednesday, Jan 5th, 2022

• I was in bed watching my consciousness ricochet off the boundary between awake and sleep every time I almost drift off. Completely miserable, sore throat and a headache now too, but also still very excited.

• ☢️ He replies at 10:50 am

Dang, you just hit me with a Seth Godin piece? You are in.

This is so exciting!

You free to chat with Terry and Andros (my co-founders) this week or next?

• For reference, the Seth Godin piece I mentioned because of how much it resonated with me when I read it and how I felt it fits the public face of their vision.
• Around noon, I crawl out of bed and check the socials for an update (I don't sign into social media on my phone) and see his message. The message goes on and is very exciting. He links me to each of the founders on LinkedIn and asks my schedule.
• I take 15 min to make this image to show my availability at a glance and switch the conversation over to email:
• ☢️ Before 2:30 pm, we've scheduled and confirmed a 30 min meeting for Friday around my would-be lunch.
• I'm hyped up, still sick, finish work for the day, put on The Book of Boba Fett and paused it to make this codepen:
• resumed watching it then went to bed imagining all night how great it would be to sleep again.

Friday, Jan 7th, 2022

• Barely slept still, burning the candle at both ends, got out of bed super early to get dolled up before work. Moderately sick but too excited to care.
• Take a lunch break at work for the interview.
• ☢️ THEY WANT TO USE augmented-ui IN THEIR SITE DESIGN!! AHHHH!!!
• I've been obsessed with reshaping elements as long as I've been into web development: I was one of those people who were constantly positioning tiny images over the corners of boxes, matching the colors just so it looked like border-radius before we had border-radius. When I finally made augmented-ui in 2019, it was specifically because I wanted to make it easy to make UI from Deus Ex: Human Revolution on the web without jumping through ridiculous hoops and living with awful limitations to change small details. Even if I was the only one who loved it, it was worth every single second of research and effort because I LOVED IT.
• ☢️ Needless to say, the interview went GREAT. I loved every single thing I'm hearing and my dreams literally just came true. There's no way I don't get this job.
• ☢️ They asked about my "next two weeks" a few times but skirted around flat out asking me to quit. Made sense, I thought, there might be legal reason to avoid that but it felt very reassuring.
• The interview was over by 11:29 am. Which is super weird but also really cool because, I thought, they don't waste time and there's no reason to take longer if everything is green lights.
• ☢️ 11:47 am they ask for a follow up on Monday. I've totally 100% got this. One hour later we were both confirmed for my same lunch time Monday again.

Saturday, Jan 8th, 2022

• Began experimenting with a Houdini version of augmented-ui after sleeping in.
• Ran into a really surprising bug, filed an issue.

Monday, Jan 10th, 2022

• My Sunday was miserable and bed ridden because I finally let myself feel sick and I can never sleep when I'm sick so that makes everything worse.
• Didn't crawl out of bed until it was time to start working, had to get ready for the interview, couldn't do both, decided to take another sick day (sorry, but also should have taken it off anyway)
• went back to bed, got out at 9:30 am and got ready.
• ☢️ Interview went amazing again. I mentioned that not having a blog felt like a downside in my potential so I resolved to join dev.to once I felt better.
• ☢️ I loved the team, got super hyped about what they're doing again and feeling the vision reflected from each of them was amazing. I commiserated briefly with one of the founders who was also sick. They reiterate wanting to use augmented-ui. I am so doped up on hopeium I actually fell asleep seemingly from feeling so much self-assurance and inner peace.

Tuesday, Jan 11th, 2022

• Woke up and finally felt rested even though I was still super sick.
• Had a good, productive, day at work.
• ☢️ 2pm I check my email and have an offer from them
• The salary is $1,250 less a month than I was making and it didn't mention basic things like: PTO, Health/Dental/Vision Insurance, Holidays, if they provided equipment to work from, nor the anticipated start date.
• ☢️ It had equity that started after a full year.
• ☢️ It mentioned a distribution of their crypto token that's integral to their vision.
• I replied "Awesome." and asked for clarification of the above missing items
• I finished out my day at work
• Later that evening I signed up for dev.to and started playing with the codepen embed.
• You can read more about that night in this blog post.

Wednesday, Jan 12th, 2022

• Not sleeping much again, disgusting profuse night sweats started
• Good day at work again anyway
• ☢️ 3:26 pm they replied to my clarification requests from yesterday
• They said "Yes" to holidays and Insurance...
• ☢️ For the start date, they replied "3... 2..." and asked "When is the earliest you would be comfortable with starting?"
• ☢️ They reiterated with specifics that I would be getting 300,000 of their crypto after 4 years, starting after 1 full year + yearly unlocks. The first year unlocks could eclipse my salary alone they said.
• ☢️ I replied "Wonderful! Sold!" and told them I would put in my notice tomorrow since the CEO where I was now had a presentation this afternoon and I didn't want to mess up his vibes. I told them that put my earliest start date at January 28th (today).
• I explained the situation with my legal name so they could send over the documents properly and noted "I live in Illinois and among other hoops to jump through, they require me to publish it in a local newspaper 2 weeks in a row what my name was and what it is now in order to legally change it. Absolutely absurd but it is what it is"
• ☢️ Couple small details in a back and forth then the ball was in my court, I had to put in notice tomorrow.
• @rockstarwind told me about their Innovative Idea for Holding State In CSS and I asked them if I could share the idea and their tweets as my first blog post. Blessing received! I'll write it this weekend.
• ANOTHER WEB3 TEAM REACHES OUT TO BRING ME IN ON A PROJECT TO WRITE augmented-ui FOR THEM! AHHH!
• It was more design focused, which isn't my strength/is difficult for me, so I offered to help temporarily for free if they could at least send sketches of ideas. Check them out, exciting things around the corner if you're into atmospheric art, story telling, and creativity:

Thursday, Jan 13th, 2022

• ☢️ I do what I needed to do at work as gently and apologetic as I could because I genuinely appreciate the job I had and so many of the details about that that I can't get into right now.
• ☢️ I sent my new employer the email letting them know:

The hard part on my side is done now; I let my company & client know my last day is Jan 27th

• Didn't hear back and didn't get the paperwork yet. No worries, it's a brand new start up and they're focused on iteration 1.
• Start working on a dev.to X CodePen contribution that night
• Submit the PR just before 1:30am the 14th.

Friday, Jan 14th, 2022

• Put in a full day work at maximum effort despite being sick so I can leave my client in the best possible situation given the short notice. (they're wonderful people, a non-profit helping countless others, very proud to have contributed to their work)
• ☢️ 8:52pm I get a reply from the new place to yesterday's news that I quit.

I wanted to give you a heads up that I tried to get your official offer in paper before the weekend, but won't have it from legal until Monday (sorry).

• ☢️ That's okay, a little concerning because I'm not employee #1 so how is it not as simple as replacing names and numbers? Oh well, trust the timing of the universe.

Saturday, Jan 15th, 2022

• Write my first blog post (which has over 3,500 views today!)
• Rest and allow the sick to do whatever it needs to do, hoping it will go away.
• Suspecting it's COVID, try finding and buying tests to check but they're sold out everywhere near here.

Monday, Jan 17th, 2022

• Another good, productive day at work even though STILL SICK.
• Didn't hear from the new employer
• Wrote and published my 2nd blog post, mostly for practice, about the codepen liquid tag contribution that was just partially approved

Tuesday, Jan 18th, 2022

• Sick, tired, productive
• Submit the final changes requested to the dev.to contribution after work
• ☢️ 5:21 PM I send them an email asking for an update on the paperwork, now very concerned but also they're probably all burning the candle at both ends just like me.
• ☢️ 10:36 PM they reply that they've sent the final revision to their lawyers for approval.
• ☢️ (I didn't remember this detail, it appears they're very much involved with the details and it's not all on the lawyers for what's about to unfold)
• ☢️ I respond, leaning into my benefit of the doubt and focusing on my excitement despite my growing concern.

Wednesday, Jan 19th, 2022

• sick, tired, productive
• ☢️ 9:13 AM I get a reply, "Hahah trust me, we do too. ... EXCITING."
• ☢️ (Seeing this again, with today's clarity, made my stomach drop)
• ☢️ 6:56 PM, finally get the offer letter. They messed up my legal name. I let them know, they fixed it and sent it my way at 7:40 PM.
• Watched Book of Boba Fett and made another codepen that night
• ☢️☢️ The offer letter also came with a Confidential Information and Inventions Assignment Agreement (CIIAA) which is something I haven't seen before.
• ☢️ 11:52 PM I send over two concerns after reading as much of the lengthy document as I could. It's all in legalese so it's incredibly challenging to parse. Like an analog programming language designed to be exploited.
• ☢️ I say "This is going to take quite some time to read digest and clarify" and target Sunday as my expected completion date.
• ☢️ My biggest concern was that it seemed like there was a loop hole that would assign my IP to them if it was used at work, though it wasn't at all clear and it was almost midnight.
• ☢️ I continued: "1) My projects, including augmented-ui, whether used directly at work or not, will continue to be developed, improved, and may even be rewritten or recreated, potentially in new languages and frameworks, on my own time (and on my own equipment). Use cases I encounter at work will very likely influence the direction I take with both planned and currently unimagined features that will be developed (on my own time/equipment) and often released Open Source, most often with the existing 'BSD 2-Clause "Simplified" License'."
• My second concern was in the offer letter about some weirdly overreaching requirement to ask for permission before consulting anyone without stipulating if it applies only on work hours. I pointed out it didn't imply or specify paid work so even answering questions on social media technically violates it.

Thursday, Jan 20th, 2022

• Now more sick than I have been, likely made worse by the anxiety setting in.
• ☢️ I join their discord community call to meet some of the others, they seem great and were eager to say I was starting the 28th.
• ☢️ 6:39 PM I send them a 3rd item, the distribution of crypto they offered initially was not in the official offer letter at all.
• ☢️ 7:10 PM they respond to my concerns:
• ☢️ Point one: "That's okay and we totally support employees with side projects (that's kind of our thing)." - that wasn't the level of care I had hoped would go into understanding my concern and the email sentiment doesn't change the legally binding doc.
• Point two: "We can remove that part of the clause John."
• Point three: "Have we done token distribution in the initial document for other employees? If not, what document is that in?"

Sunday, Jan 23rd, 2022

• I stay up and grind through reading the CIIAA
• (No idea if I'm legally allowed to share this document, so I won't)
• ☢️ 1:11 am (Monday) I finally send a reply: "The CIIAA, as far as I can manage to parse the language, is not excluding my background IP from being assigned as Company IP once it's been used to your benefit." and I go on to point to the specific section and specific sub points that exclude one thing but skip excluding background IP. It smells like a bug.
• The CIIAA also seemingly requires I grant them a non-exclusive license to use my background IP indefinitely if we use it in the product. That's completely unnecessary because it's licensed under the BSD 2-Clause "Simplified" License which is super permissive. But I didn't bring this point up because there's more important concerns.

Monday, Jan 24th, 2022

• 4:26 pm I get a reply "Got it - discussed with Andrew and John so they should have more information soon!"

Wednesday, Jan 26th, 2022

• Starting to feel much better / less sick
• I express my concern with a lawyer through a friend, who suggested not to sign it without sitting down with a lawyer in person.

Thursday, Jan 27th, 2022

• Woke up feeling 80% and saw I got a reply at 12:40 AM
• ☢️ It's from their lawyers this time:

I’ve put responses to your questions/concerns below, and the CIIAA and Offer Letter are attached for reference.

• Okay, so they're not changing it.
• ☢️ The email goes on to list everything that I had successfully managed to figure out in plain English.
• ☢️☢️ Including a 2nd double down on the problem.

The Company needs to be aware of what is not being assigned so that it knows what will and won’t be integrated into its product, and so that you can avoid incidentally assigning/licensing IP to the Company.

• ☢️☢️ Literally it contradicts the earlier points in the email the same way it did in the original legalese but doubles down by saying if they don't own it, they won't use it.
• And can we talk about how disgusting, anti-collaborative, and offensive this is: In order to avoid my Background IP from being assigned to them "incidentally", it cannot be used in the product.
• ☢️ They also say "... the Company cannot revise the definition “Employee Background IP’ or otherwise modify the terms of the CIIAA"
• They note: "these are industry standard terms and all of the terms carefully work together"
• Noted.
• I get contact information for an IP Lawyer and an Employment Lawyer that went to law school with another friend from work.
• I don't reply and get on with my last day at work, trying to get one last useful feature shipped to go out on a win.
• ☢️ 1:09 PM, Adam sends me a follow up email that begins: "Hey Jane, Lawyer speak is pretty complicated." and offers a link to schedule a call on his calendar.
• I schedule a call at 5:30 without replying.
• ☢️ 5:30 comes and I state as calmly as I can where the plain English contradiction is. He's very personable and easy to like but I remained firm until he acknowledged it.
• ☢️☢️☢️ He reiterates "We can't use it if we don't own it." and I blurted out "You're using React, aren't you?"
• ☢️☢️☢️ Silence
• ☢️☢️ As firmly and kindly as I can, I stress how unacceptable it is what they're doing, and how this behavior and unwillingness to back down is completely against the public vision they're selling the world on.
• ☢️ I keep almost laughing at the absurdity of it trying to stay level headed and he says, twice, "We won't use it then." which seemingly confirms their intention.
• I kept pressing and explained that if this were happening in public, people would see this as a bad faith employment offer that seemingly is meant to steal my background IP. "Which of course can't possibly be true" yada yada yada
• ☢️ Anyway, after continued pressure and he finally caved and agreed that the contradiction and IP re-assignment doesn't make sense. I exclaimed "Finally! Thank you!" but it felt like he knew I caught them so I let the conversation continue.
• He addresses the crypto being excluded, saying it's "an intention to offer" and "may end up being more like a bonus" because they have to be very careful around it. "Okay, that's reasonable, makes sense. Thank you."
• ☢️ Call ended just before 6 PM.
• ☢️ 8:23 PM, Adam emails me:

Hey Jane,

Our lawyers said they're willing to reverse elements of the document!

Can you please let me know what articles you specifically want to take out of the agreement.

Warm regards,
Adam

Help me, please.

1. I no longer have a job or income, and my insurance is gone Feb 1st.
2. Were the delays immediately after informing them I put in my 2 weeks notice in-part trying to add duress?
3. If a legal discovery phase were to happen, could it obtain the other employee's agreements? Pure speculation: I suspect none of them included a CIIAA.
4. I also suspect that they're likely to try to silence this; Copy it everywhere you want
5. Did they really think a multi-million dollar company could steal a cyberpunk library from an individual creator without a fight?
6. I could use a distraction too. How's your 2022 going?

Lesson learned

Don't give notice to your current employer before all of the new agreements/documents are signed.

TL;DR, Reductionist Parody Summary

"We want to use your work and hire you to implement it!"
"Go ahead and quit so you can start as soon as possible!"
"Sorry for the delay, working with lawyers. lulz"
"If we use your IP, we own it."