May 15, 2020

Private License 8 clarifying and improving

I’m nearing a new version 8.0.0 of License Zero’s standard private license, the terms customers get when they buy licenses through licensezero.com.

A few goals advanced in this version:

• Use the more intuitive terms “Developer” and “User” throughout. The current license form uses “Licensor” and “Licensee”, which while legally rigorous, mostly seem offputting and confusing to people who practice software instead of law.

• Spell out clearly that the developer’s agent, Artless Devices, signed on their behalf.

• Record the price paid, and also make it possible for developers to issue $0 licenses. This will allow us to merge the concept of private license and waiver. The easiest explanation for “waiver” was always “free private license”. Now we can make that actually true.

• Clarify what’s going on in terms of contributions. There is a “Project”. The Developer has made “Contributions” to that Project. The Contributions covered by the license are those tagged with a specific offer identifier.

• Clarify the rules on sublicensing, and spell out the purpose for the most important ones about added value and maintenance.

• Add a basic warranty, or guarantee, that the developer has the right to license the work. This is unusual in open licenses, and many developers would arguably do without. But conceptually, customers ought to get some legal assurance that they’re actually getting the rights they’re paying for.

As always, this remains a flipped form. Everyone involved in software should be able to read it. If parts don’t make sense, or feel awkward, please let me know. We should fix them!

License Zero Private License

Version 8.0.0 Draft

Summary

This is a private license for software, granted by a software developer through their agent to a specific user.

Details

• The Developer is $developerName, $developerJurisdiction (ISO 3166-2), $developerEMail.

• The Agent is $agentName, $agentJurisdiction (ISO 3166-2), $agentWebsite.

• The User is $userName, $userJurisdiction (ISO 3166-2), $userEMail.

• The Project is $projectRepository, $projectDescription.

• The Price is $price (USD).

• The Term begins on $date (ISO 8601) and continues $term.

• The Offer Identifier is $offerIdentifier.

• The Licensed Contributions are the contributions the Developer has made to the Project with the Offer Identifier in metadata, as well as any contributions the Developer makes to the Project in the future without changing the Offer Identifier or adding a new one. Licensed Contributions do not include any contributions the Developer makes to the project in the future with a different or additional identifier.

Payment

All the licenses granted under these terms are conditional on payment of the Price. If there is no Price, the Developer nonetheless expects the User to rely on this license nonetheless, and will not revoke it unless the User breaks one of its rules.

Copyright

The Developer licenses the User for the Term to do everything with the Licensed Contributions that would otherwise infringe the Developer’s copyright in them.

Patent

The Developer licenses the User for the Term to do everything with the Project that would otherwise infringe patent claims the Developer can license or becomes able to license.

Sublicensing

If the User combines some or all of the Licensed Contributions with other software in a larger application, the User may sublicense those Licensed Contributions as part of their larger application, and allow further sublicensing in turn, under the following rules:

Added Value

The larger application must have significant additional content or functionality beyond that of the Project, and end users must license the larger application primarily for that added content or functionality.

Maintenance

The User may sublicense others to maintain the larger application, but not to use the Licensed Contributions in new or different ways in that application, or to develop larger applications of their own.

Purpose

The purpose of Added Value and Maintenance is to prevent the User from sublicensing others who should buy their own private licenses.

Passthrough

Sublicensing and Notices, as well as warranty disclaimers and damages exclusions at least as broad as Disclaimer and Exclusion, must apply to each sublicense.

Unlimited Applications

The User may build, and sublicense for, as many larger applications as they like.

Notices

In order to make sure that everyone who gets a copy of the Licensed Contributions knows about the license terms for their use, the Developer agrees to give everyone who gets a copy of some or all of the Licensed Contributions from them, with or without changes, the text of this license and any public license for them.

Agency

The Developer has authorized the Agent to sign this license on the Developer’s behalf. The Agent is not a party to this license.

Rights

The Developer states that they either own or have the rights to license copyrights in the Licensed Contributions.

Disclaimer

With the sole exception of Rights, as far as the law allows, the Project comes as is, without any warranty or condition.

Exclusion

With the sole exception of Rights, as far as the law allows, the Developer will not be liable to anyone for any damages related to the Project or this license, under any kind of legal claim.