Idea is good but it should be made customisable:
Licensor should be able to list pricing for the large companies upfront. Fair pricing is a troublesome term.
Licensor should be able to remove clause about government organization and classify them as big business as well.
32 days for compliance is troublesome. It would be better if this was converted to an arbitration clause that is favourable for licensor. Big companies will abuse that clause real easily.
If you would like to add some customisation, please check this first: https://docontract.com/Reply
I really like the concept behind this and the Polyform licenses, but wish there could be more modularization to allow, for example, permissiveness for small businesses but removing allowances for large “non-profit” orgs.
Also, a company offering a source available license might, as it grows, want to raise the employee and revenue thresholds (when you’re making less than a million, a million-dollar company is more of a threat to your business’s survival than when you’re making 50 million).
Edit: one more thing that would be really cool is allowing a “default alternative free software license in case this software is abandoned” clause.Reply
After decades of writing software, I've come to the conclusion there are pretty much only two useful licenses:
1. Do whatever you want with this code. It'd be nice to get credit but oh well.
2. I'm keeping this restricted. You pay $X for Y rights to use the software, I'll charge you more to look at the source code and limit your ability to do anything with it.
Stuff like GPL isn't going to keep bad actors from abusing your software and it can only limit the willingness of others to use it if they actually care about the terms of the license.Reply
I like Mr Mitchell, and I am glad that he is attempting to do something that so many people shy away from for obvious reasons. As a developer of a fairly popular open-source tool (Aether), I have an interest in following the software licensing discussion in detail, though I am not a lawyer.
My general impression is, if you excuse my flippance, this license has holes so big I could drive the fully unfurled James Webb telescope through it. I don't mean to be dismissive, so here's an example:
> `... indefinitely, if the licensor or their legal successor does not offer a fair commercial license for the software within 32 days of written request'
This is the escape hatch condition inserted for the safety of big companies that stop qualifying for the small-business section of the license. Except ... what is fair? More importantly, are you willing to spend six years in court arguing what 'fair' means? Because that is how you end up arguing what is fair in court for six years.
To be fair (ha), the license tries to firm up the term somewhat by defining the term later on as:
> A fair price is a fair market price for a fair commercial license. If the licensor advertises a price or price structure for generally available fair commercial licenses, and more than one customer not affiliated with the licensor has paid that price in the past year, that is fair.
Great, but what happens if the software has not been purchased before? How is 'more than one customer not affiliated with the licensor' going to be resolved? What does 'affiliated' mean and how broad we are talking about here? Unknown, until there is a software product that uses this license, gets very popular, and then we get to see the answers in court, through the poor developer dragged through hell.Reply
Everyone is jumping on the definition of a “small business”, but the thing that stood out to me was the clause “[license for commercial use is good] indefinitely, if the licensor or their legal successor does not offer a fair commercial license for the software within 32 days of written request”
“Fair commercial license”? Well fair is in the eye of the beholder isn’t it? Seems like the author would need a lawyer filing a C&D 33 days after negotiations started, as the initial license cost is going to immediately be dismissed as “unfair” just as a negotiating tactic.Reply
I can't imagine that this would hold up in court. You might as well exclude blondes or people with a brother named "Mike." Just make it explicitly proprietary and give out free licenses to the people who meet your criteria. Or equivalently to this, include a promise in the licensing that you won't pursue license violations against people who meet X, Y, and Z criteria.
This license isn't about restrictions on usage, it's about restrictions on identity. It's deeply weird. Even stranger, despite the insistence that "fair" is a meaningful term in this license, the definition "A fair price is a fair market price for a fair commercial license." tells on itself. The clarification that it means "more than one customer not affiliated with the licensor has paid that price in the past year" at first glance seems unsatisfiable (under the license), because somebody has to be the first to pay that price, and at that point it wouldn't be "fair."
edit: In trying to ape FOSS licensing, it has confused itself. You don't have to ape FOSS.Reply
Let's say there was a text editor available under this license, and I as an individual obtained a copy for my personal use on my hobby projects. That's free.
I work from home, using my personal computer for work. (I do that because (1) I have a better computer than what my employer would issue, and (2) the best place to have a computer in my house doesn't really have room for another computer).
If I would like to edit some work files, it appears I need to buy a commercial license.
That seems kind of weird to me, because the license allows small businesses to use it commercially using the free license. I can't think of any good reason that it should be OK for a business making up to $1 million/year in revenue and having up to 99 employees to use it for free, but I (who is one person and makes way less than $1 million/year) need a commercial license to occasionally use the editor commercially.
If a license is going to be free for small businesses but not free for large businesses, I'd make it so individuals can use it under the small business terms if they wish.Reply
With these not-very-open-source licenses I'm glad when they give them names that are easy to filter out. "Shared" and "Business" are good terms to filter on, but it seems "Public License" is one as well. If it says "Public License" I know I'm not going to like it, whether it's an OSI-approved ones like the GPL, EPL, MPL, LGPL, AGPL, or this one which isn't OSI-approved and doesn't meet the OSD.Reply
I wonder if worker-owned cooperatives would be compatible with this, as the charter could be written so as to define no one as a worker, but rather as sharing ownership and receiving shares, rather than monetary payment.Reply
Oh Holy God, not another one!Reply
"If you need a big-company license, reach out for a big-company license, and either don’t get a response, or get a clearly unfair, unreasonable, or discriminatory proposal, this is your fallback."
So, what defines "unreasonable"? Maybe to Amazon, you wanting $1 is unreasonableReply
I'd like to see a AGPL+linking exception (LGPL) license personally. Though I think license proliferation is generally good and people are free to choose the license they want for their particular works.Reply
This license has things in common with the Unreal Engine license. It's a source available license that is free up until a certain revenue (or equity / headcount) amountReply
I'm curious what projects this license would be useful for? It kind of seems like it's just a way to grind a particular political axe?Reply
The general consensus is that AS IS isn't enough to protect you against implied warranties, because - despite the language of the UCC - some courts are freaking idiots.
Why did you choose not to disclaim the big four implied warranties that nearly all open source licenses disclaim?
Even BSD (the worst drafted license ever) explicitly disclaims two of the four (MIT and some forms of ISC get all three that realistically would apply to non-tangible property, and Apache 2.0 disclaims all four just to be safe). So it's a bit of a head-scratcher why you'd draft a license that incurs that legal risk.Reply
I'm struggling to understand the vitriol toward this. It is a thoughtfully-crafted license, eminently readable, written by a skilled legal practitioner in this domain. I have no affiliation with the author of the license, but do appreciate his writings and contributions to the community.
Whether it's OpenSSL, the recent PLC4X story, or Filippo Valsorda's recent posting, we are constantly reminded of how unsustainable it can be for the majority of FOSS developers.
It's clear that relying on purely voluntary contributions to these developers does not work. Some model needs to be found that makes compensating more developers compulsory if we want to enable them to write/maintain their code as anything other than a hobby. This needs to be through a legal mechanism rather than social/moral pressure, because businesses understand legal requirements and most fulfill their legal obligations.
I understand the pushback against calling this a Free/Open Source license, but the author never categorizes it as such.
There is a strong good-faith foundation in this license of keeping it zero cost for those least able to pay, or most deterred by cost. It preserves the benefits of everybody being able to see the code they're running, make their own fixes/changes, etc.
I get drawing some line around core OS components, etc., as needing to be GPL/BSD/MIT, but what alternative models to this kind of license are people proposing to deal with the sustainability gap? Nothing forces you as an author to use this type of license, nor are you forced to use products based on this license. I don't see a widespread way to address the sustainability gap while also religiously expecting all this code to be "no economic strings attached".
If we all agree not to call it FOSS, does that tamp down the loud objections?Reply
> Your thoughts welcome!
BSD || MIT || FOADReply
That's a really cool idea in a lot of ways, thanks for sharing it.
I do wonder if it could be parameterized for customization, kind of like CC-etc-etc licensing, but a bit more detailed. IOW, let's say you cross the barrier from small to big, could the resulting license effects be more gradual in that transitional zone? Just curious.Reply
The pairing of 100 people and $1M revenue seems off by a factor of 10, unless the author intends that the latter limit will almost always be hit first? For example, in the US, a company with 100 people would be ~$2M in payroll+taxes alone if it paid federal minimum wage.Reply
I always interpret new licenses through the lens of Debian's Free Software Guidelines. I don't think this would be accepted as it limits usage.
Besides that, the definition of a "small business" is terrible. A company is only eligible to use the software if they meet all of these conditions:
- had fewer than 100 total individuals working as employees and independent contractors at all times during the last tax year
- earned less than 1,000,000 USD (2019) total revenue in the last tax year
- received less than 1,000,000 USD (2019) total debt, equity, and other investment in the last five tax years, counting investment in predecessor companies that reorganized into, merged with, or spun out your company
1M USD in revenue is shockingly easy to cross. It also means that businesses in high cost of living areas will be excluded before ones in cheaper areas, even if they're otherwise identical.
It's an interesting idea, but I think it's a non-starter.Reply
seems like the springing requirement to negotiate a paid license after $1m in revenue is just destined to be forgotten. it will come up two rounds later in diligence and be a minor pain to deal with. I'd probably avoid using something licensed under this just to avoid the headache later. or would prefer to pay for a commercial license upfront even.Reply
So... it's a shareware license that doesn't require you to be a lawyer to understand.
I see some people saying it's a source available license, but there isn't anything in the license that requires the source to be available. It also doesn't grant any permissions to modify or redistribute.Reply
> I will probably never be happy with this paragraph [describing the purpose] for more than five minutes at a time.
So why should anyone use it, if the author doesn't like it?Reply
A suggestion for all these trap type licenses.
The rule for all these things should instead be - the pricing terms MUST be disclosed UP FRONT and PUBLICALLY - then you can pay those if you exceed a threshold. If they are not available, you will NEVER have to pay as long as you started using software and they had hidden the pricing.
That would solve 90% of these scam issues (no gotchas).Reply
One suggestion I have is to update the "How to Request" section, which lays out a procedure for asking for a commercial license. It'd be simpler if the license terms require the licensor to provide contact information for commercial licenses in a defined location. That would help "guarantee ... paid licenses for big business are available on fair terms"; there's some consideration in this license for the rights of the big business here.
If the licensor can't be bothered to provide contact information, then they aren't upholding their side of the deal, considering the purpose of the license. The licensor could always use a different license, then.
ETA: It also makes the process for getting the license cut and dry. It's easy to determine if enough work was done by the big business to contact the licensor: did they use the contact information required to be present or not?Reply
This is an interesting concept, but I'm not sure I would use software like this in my small business unless the software owner made some sort of price commitment up front. Otherwise, several years down the road, I'm hit with the bill - and the owner could charge me anything they want. I'm already dependent on the software.Reply
Just another non-free crayon license.Reply